Add-exhb Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 22nd, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Virginia

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 21, 2024, by and between AMERICAN REBEL HOLDINGS, INC., a Nevada corporation, with its address at 909 18th Avenue South, Suite A, Nashville, Tennessee 37212 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

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FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS [ ], LLC December 31, 2023
Limited Liability Company Operating Agreement • January 4th, 2024 • Masterworks 057, LLC • Retail-retail stores, nec • Delaware

This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks [ ], LLC, a Delaware limited liability company (the “Company”), is dated as of December 31, 2023, and is entered into by the Members (as defined herein) and the Board of Managers of the Company.

FORM OF MASTERWORKS INTERCOMPANY AGREEMENT
Intercompany Agreement • June 7th, 2023 • Masterworks 288, LLC • New York

This intercompany agreement (“Agreement”) is made effective as of [ ], 2023 (the “Effective Date”) by and between MASTERWORKS, LLC (“Parent”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with Parent, “Masterworks”) and MASTERWORKS 288, LLC, a Delaware limited liability company (the “Company”), provided that as the context requires, the term “Company” as used herein may refer to a wholly owned subsidiary of the Company or a segregated portfolio of Masterworks Cayman SPC that is wholly owned by the Company, and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to the offering (the “Offering”) for sale by the Company of its Class A ordinary membership interests (referred to herein as the “Shares”) as described in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as amended by any post-qualification amendment (the “Offering Circular”). Capitalized terms used herei

COMMON STOCK PURCHASE WARRANT AMERICAN REBEL HOLDINGS, INC.
American Rebel Holdings Inc • February 22nd, 2024 • Miscellaneous fabricated metal products • Nevada

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cavalry Fund I, L.P., a Delaware Limited Partnership or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 7, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from American Rebel Holdings, Inc., a Nevada corporation (the “Company”), up to 377,843 shares of common stock (“Common Stock”) of the Company, par value $0.001 (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).

FORM OF SECOND AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT Dated as of December 31, 2023
Administrative Services Agreement • January 4th, 2024 • Masterworks 007, LLC • Retail-retail stores, nec • New York

This Second Amended and Restated Administrative Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks [ ], LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [ ] segregated portfolio (the “Portfolio”), and amends and restates in its entirety the Administrative Services Agreement (the “Original Agreement”), dated as of [ ], and amended on [ ], by and among the Parties. Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”

FORM OF AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT Dated as of December 31, 2023
Management Services Agreement • January 4th, 2024 • Masterworks 172, LLC • Retail-retail stores, nec • New York

This Amended and Restated Management Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks [Entity Number], LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [Entity Number] segregated portfolio (the “Portfolio”), and amends and restates in its entirety the Management Services Agreement (the “Original Agreement”), dated as of [ ], by and among the Parties. Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”

FORM OF ENGAGEMENT LETTER AND AGREEMENT AMONG CO-MANAGERS
Letter and Agreement • December 22nd, 2022 • Masterworks 210, LLC • Retail-retail stores, nec • New York

This engagement letter and agreement among co-managers (the “Agreement”) confirms the terms and conditions upon which Masterworks 210, LLC, a Delaware limited liability company with an address at 225 Liberty Street, 29th Floor, NY, NY 10281 (the “Client”) engages each of Independent Brokerage Solutions LLC (“IndieBrokers”) and Arete Wealth Management, LLC (“Arete” and, together with IndieBrokers, the “Co-Managers” and each, a “Co-Manager”) to act as Co-Managers for a Tier 2 offering of Class A shares of the Client (the “Securities”) pursuant to Regulation A, as amended, under Title IV of the Jumpstart Our Business Startups Act (“JOBS Act”) in one or more related transactions (the “Offering”) to purchasers, who will subscribe for the securities via the Client’s online investment platform at www.masterworks.com (the “Masterworks Platform”). Compensation to the Co-Managers payable hereunder shall be paid by Masterworks Investor Services, LLC (“Masterworks”), a Delaware limited liability c

LGX ENERGY CORP. SUBSCRIPTION AGREEMENT
Subscription Agreement • March 17th, 2023 • LGX Energy Corp. • Nevada

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

Broker-Dealer Agreement
Broker-Dealer Agreement • November 2nd, 2021 • Fearless Films, Inc. • Services-motion picture & video tape production

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Fearless Films, Inc., a Nevada corporation (the “Client”), and Dalmore Group, LLC, a New York limited liability company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of October 26, 2021 (the “Effective Date”):

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 19th, 2022 • Coyuchi, Inc. • California

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [__________ __, 20__], between Coyuchi, Inc., a California corporation (the “Company”), and [________________] (“Indemnitee”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 13 hereof.

PRE-FUNDED COMMON STOCK PURCHASE WARRANT BETTER CHOICE COMPANY INC.
Better Choice Co Inc. • August 30th, 2024 • Beverages • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Better Choice Company Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

FORM OF ENGAGEMENT LETTER
Masterworks 083, LLC • September 24th, 2021 • Retail-retail stores, nec • New York

This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 083, LLC (the “Client;” “Masterworks 083”) engages Independent Brokerage Solutions LLC (the “Financial Adviser;” “IndieBrokers”). IndieBrokers is engaged to act as the exclusive underwriter to the Client in connection with a Regulation A Offering (as defined below) of securities on behalf of Client (the “Potential Transaction”).

SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE EAST COAST OPPORTUNISTIC REIT, LLC Effective as of January 1, 2023
Operating Agreement • August 11th, 2023 • Fundrise East Coast Opportunistic REIT, LLC • Real estate investment trusts • Delaware

This SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE EAST COAST OPPORTUNISTIC REIT, LLC, is effective as of January 1, 2023. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in ‎Section 1.1 or Section 13.1.

ASI AVIATION, INC. SUBSCRIPTION AGREEMENT NOTICE TO INVESTORS
Subscription Agreement • May 18th, 2022 • ASI Aviation, Inc. • Services-equipment rental & leasing, nec • Virginia

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.

AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT BOATIM, INC.
Boatim Inc. • February 9th, 2022 • Services-computer processing & data preparation • Florida

THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of that certain amended and restated secured convertible promissory issued on January 7, 2022, as amended on February 1, 2022 (the “Restatement Date”), in the original principal amount of $163,077 issued by the Company (as defined below) to the Lender (as defined below) (the “Note”), Quick Capital, LLC, a Wyoming limited liability company (the “Lender” and including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to purchase from BOATIM, INC., a Nevada corporation (the “Company”), up to 724,058 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustm

ARETE WEALTH ADVISORS, LLC INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 2nd, 2023 • Masterworks Vault 2, LLC

This investment advisory agreement (the “Agreement”) is made by and between the client that has electronically agreed to this Agreement (“Client” or “you”) and Arete Wealth Advisors, LLC, an Illinois limited liability company and registered investment adviser (“Adviser”, “we” or “us” and, together with Client, the “Parties”).

Contract
Innovega Inc. • February 4th, 2021

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

Broker-Dealer Agreement
Broker-Dealer Agreement • March 11th, 2024 • CancerVAX, Inc. • Pharmaceutical preparations

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between CancerVAX, Inc (“Client”) and Dalmore Group, LLC., a Delaware Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of 10-23-2023 (the “Effective Date”):

AMENDED SERIES LIMITED LIABILITY COMPANY AGREEMENT OF
Limited Liability Company Agreement • July 3rd, 2023 • Mission Property Holdings LLC • Delaware

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY, THE MANAGER OR THEIR AFFILIATES, OR ANY PROFESSIONAL ASSOCIATED WITH THIS OFFERING, AS LEGAL, TAX OR INVESTMENT ADVICE. EACH INVESTOR SHOULD CONSULT WITH AND RELY ON HIS OR HER OWN ADVISORS AS TO THE LEGAL, TAX AND/OR ECONOMIC IMPLICATIONS OF THE INVESTMENT DESCRIBED IN THIS AGREEMENT AND ITS SUITABILITY FOR SUCH INVESTOR.

POSTING AGREEMENT
Posting Agreement • January 20th, 2022 • Innovega Inc. • Ophthalmic goods • California

Innovega Inc. a Deleware STATE C Corporation located at 11900 NE 1st St, Ste. 300, Bellevue, WA 98005ADDRESS (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its Regulation A-1 shares, $0.0001 par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).

ESCROW AGREEMENT
Escrow Agreement • February 1st, 2024 • Central Park Fund 1, LLC • Real estate • New York

This Escrow Agreement (this “Agreement”), effective as of the effective date set forth on the signature page hereto (“Effective Date”), is entered into by the following:

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 20th, 2023 • Code Green Apparel Corp • Gold and silver ores • Nevada

The securities of Code Green Apparel Corp., a Nevada corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments. Investors should further understand that this investment is illiquid and is expected to continue to be illiquid for an indefinite period of time. No public market exists for the securities to which this Subscription Agreement relates.

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FORM OF MASTERWORKS INTERCOMPANY AGREEMENT
Intercompany Agreement • January 27th, 2021 • Masterworks 042, LLC • New York

This intercompany agreement (“Agreement”) is made effective as of [ ], 2021 (the “Effective Date”) by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 042, LLC, a Delaware limited liability company (the “Company”), and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to the offering (the “Offering”) for sale by the Company of its Class A ordinary membership interests (referred to herein as the “Shares”) as described in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as amended by any post-qualification amendment (the “Offering Circular”). Capitalized terms used herein and not otherwise defined herein have the meaning ascribed to such terms in the Offering Circular. Masterworks and the Company may be referred to collectively herein as the “Parties”.

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 23rd, 2024 • Boxabl Inc. • General bldg contractors - residential bldgs • Nevada

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

PARKER CLAY GLOBAL, PBC SAFE (Simple Agreement for Future Equity)
Parker Clay Global, PBC • August 25th, 2022

THIS CERTIFIES THAT in exchange for ________________________ (the “Investor”) entering into that certain Standard Services Agreement dated as of _______________, 20___, valued by the parties at $_______________ (the “Purchase Amount”) on or about __________, 20_____, Parker Clay, PBC, a Delaware public benefit corporation (the “Company”), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below.

COMMON STOCK PURCHASE WARRANT
Gelstat Corp • October 12th, 2023 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [redacted], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is six months following the date hereof and on or prior to the close of business on the third year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GelStat Corp., a Delaware corporation (the “Company”), up to 150,000,000 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Promissory Note (the “Promissory Note”), dated as of August 17, 2023, issued by the Company to the Holder.

FORM OF SUBSCRIPTION AGREEMENT SERIES [*], A SERIES OF MASTERWORKS VAULT 1, LLC NOTICE TO INVESTORS
Form of Subscription Agreement • March 21st, 2024 • Masterworks Vault 1, LLC • Retail-retail stores, nec • New York

Investing in membership interests represented by Class A ordinary shares (“Shares”) of Series [*] (the “Series”), a series of Masterworks Vault 1, LLC (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Shares, and if a public market develops following this offering (the “Offering”), it may not continue.

Escrow Agreement FOR SECURITIES OFFERING
Escrow Agreement • September 28th, 2022 • Robot Cache US Inc. • Services-prepackaged software • Delaware

This Escrow Agreement, effective as of 06 / 02 / 2022, (“Escrow Agreement”), is by, between and among The Bryn Mawr Trust Company of Delaware, a Delaware Limited Purpose Trust Company and located at 20 Montchanin Rd., Suite 100, Greenville, DE 19807 as Escrow Agent hereunder (“Escrow Agent”); StartEngine Primary LLC (“Broker”), a Delaware Limited Liability Company, located at 3900 W. Alameda Ave, Burbank, CA 91505 ; and Robot Cache US, Inc, a Delaware (“Issuer”) located at 5910 Pacific Center Blvd. Suite 300 San Diego, CA 92121.

American Rebel Holdings, Inc. Maximum: 2,666,666 Shares of Series C Redeemable Convertible Preferred Stock $0.001 par value per share SELLING AGENCY AGREEMENT
Selling Agency Agreement • March 22nd, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • New York

American Rebel Holdings, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 2,666,666 shares of Series C Convertible Cumulative Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”), of the Company to investors (collectively, the “Investors”), at a purchase price of $7.50 per share (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Series C Preferred Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 3rd, 2023 • Mission Property Holdings LLC • Delaware

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • June 21st, 2022 • Fintor Assets, LLC • Real estate • Georgia

This Subscription Escrow Agreement (the “Agreement”) is made effective as of April 20 2022 (the “Effective Date”), by and between Fintor Assets LLC with its principal place of business located at 10661 Johansen Dr, Cupertino, CA, USA 95014 (the “Company”), Dalmore Group, LLC, a New York limited liability company with its principle place of business located at 525 Green Place, Woodmere, NY 11598 (the “Broker-Dealer of Record”), and Atlantic Capital Bank, a Georgia banking corporation (the “Escrow Agent”).

SHARE PURCHASE AGREEMENT dated as of April 9, 2022 by and among ENERGY EXPLORATION TECHNOLOGIES, INC., GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITED
Share Purchase Agreement • June 8th, 2022 • Energy Exploration Technologies, Inc. • Industrial inorganic chemicals • New York

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among ENERGY EXPLORATION TECHNOLOGIES, INC., a Puerto Rico corporation and having a principal place of business at 1624 Headway Circle, Austin Texas, 78754 (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 20th, 2023 • Code Green Apparel Corp • Gold and silver ores • Nevada

This Securities Purchase Agreement (the “Agreement”), dated as of May 1, 2023, by and between Code Green Apparel Corp., a Nevada corporation, with headquarters located at 9713 Stratus Drive, Dripping Springs, Texas 78620 (the “Company”), and ULP Investments, LLC, with its address at 245 W. Point Road, Excelsior, Minnesota 55331 (the “Buyer”).

CONSULTING AGREEMENT
Consulting Agreement • August 31st, 2021 • CoroWare, Inc, • Services-prepackaged software • Florida

This Consulting Agreement (the “Agreement”) is made and entered into as of this 10th day of June 2021, by and between CoroWare, Inc. a Delaware corporation whose address is 13110 NE 177th Place, #293, Woodinville, WA 98072 (the “Company”) and Global Technologies, Ltd (the “Consultant”), a Delaware corporation whose address is 501 1st Ave N., Suite 900, St. Petersburg, FL 33701, (individually, a “Party”; collectively, the “Parties”). This Agreement is non-exclusive.

SELLING AND DISTRIBUTION AGREEMENT
Selling and Distribution Agreement • April 9th, 2024 • RealtyMogul Apartment Growth REIT, Inc. • Real estate investment trusts • Delaware

This Selling and Distribution Agreement (this “Agreement”) is made as of this _______ day of April, 2024, by and among RM Sponsor, LLC, a California limited liability company (the “Sponsor”), and RM Securities, LLC, a Delaware limited liability company (the “Soliciting Dealer”).

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