Winc, Inc. SEVENTH amended and restated Investors’ Rights AGREEMENT Effective Date: February [●], 2021Investors’ Rights Agreement • May 11th, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February [●], 2021, by and among Winc, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule 1 hereto (each, an “Investor” and collectively, the “Investors”).
COMMON STOCK PURCHASE WARRANT ELIO MOTORS, INC.Elio Motors, Inc. • May 1st, 2017 • Motor vehicles & passenger car bodies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Shreveport Business Park, LLC, a Delaware limited liability company, 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 the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELIO MOTORS, INC., an Arizona corporation (the “Company”), up to 25,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“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).
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • May 1st, 2023 • Life Spectacular, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of October 26, 2021 by and among Life Spectacular, Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 1st, 2023 • Life Spectacular, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of October 26, 2021 , by and among Life Spectacular, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.
LIMITED PARTNERSHIP AGREEMENT SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF UC Asset LPLimited Partnership Agreement • May 17th, 2023 • UC Asset LP • Investors, nec • Delaware
This Seventh Amended and Restated Limited Partnership Agreement (the “Agreement”) is made and entered into as of the 31st day of March, 2023 (the “Effective Daet”) by and among UCF Asset LLC, a Georgia limited liability company, as the general partner (the “General Partner”), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein (each a “Limited Partner” and collectively the “Limited Partners”), which parties hereby continue UC Asset LP, a Delaware limited partnership (the “Partnership”), pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq., as in effect as of the Certificate Filing Date, and as thereafter amended from time to time, or any successor statute (the “Act”), as follows.
Winc, Inc. SEVENTH amended and restated VOTING AGREEMENT Effective Date: February [●], 2021Voting Agreement • May 11th, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS SEVENTH AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), is made and entered into as of February [●], 2021, by and among Winc, Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series F Preferred Stock, $0.0001 par value per share (“Series F Preferred Stock”), Series E Preferred Stock, $0.0001 par value per share (“Series E Preferred Stock”), Series D Preferred Stock, $0.0001 par value per share (“Series D Preferred Stock”), Series C Preferred Stock, $0.0001 par value per share (“Series C Preferred Stock”), Series B-1 Preferred Stock, $0.0001 par value per share (“Series B-1 Preferred Stock”), Series B Preferred Stock, $0.0001 par value per share (“Series B Preferred Stock”), Series A Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”) and Series Seed Preferred Stock, $0.0001 par value per share (“Series Seed Preferred Stock” and, collectively with the Series F Preferred Stock, Series E Preferred Stock, Series D Preferred Sto
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2018 • Elio Motors, Inc. • Motor vehicles & passenger car bodies • California
This REGISTRATION RIGHTS AGREEMENT, dated as of November 17, 2016 (the “Agreement”), is entered into by and among ELIO MOTORS, INC., an Arizona corporation (the “Company”), and SHREVEPORT BUSINESS PARK, LLC, a Delaware limited liability company and its permitted assignees (the “Holder” or “Holders”).
SCOPUS BIOPHARMA INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2020 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY, INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE NOTE NOR WARRANT HAS BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. IN ADDITION, THE PURCHASED SECURITIES MAY BEAR LEGENDS TO SUCH EFFECT AS SET FORTH HEREIN. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 1st, 2017 • Generation Income Properties, Inc. • Real estate investment trusts • Florida
This Amended and Restated Stock Purchase Agreement (the “Agreement”) is made as of March 15, 2017 by and between Generation Income Properties, Inc, a Maryland corporation (the “Company”) and David Sobelman (“Purchaser”).
AMENDED AND RESTATED OWNERSHIP LIMIT WAIVER AGREEMENTOwnership Limit Waiver Agreement • May 1st, 2017 • Generation Income Properties, Inc. • Real estate investment trusts • Maryland
This AMENDED AND RESTATED OWNERSHIP LIMIT WAIVER AGREEMENT (this “Agreement”), dated as of March 15, 2017 is entered into by and between Generation Income Properties, Inc., a Maryland corporation (the “Company”), and David Sobelman (“Sobelman”).
ContractMiso Robotics, Inc. • August 15th, 2023 • General industrial machinery & equipment, nec • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
Warrant to Purchase SECURITIES of Winc, Inc. Dated as of February ●, 2021 (the “Issuance Date”) Void after the date specified in Section 10Winc, Inc. • May 11th, 2021 • Retail-miscellaneous retail • Delaware
THIS CERTIFIES THAT, for value received, [●], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Winc, Inc., a Delaware corporation (the “Company”), either (i) shares of the Company’s Series F Preferred Stock (the “Series F Preferred Stock”) prior to an initial public offering or other event that results in the conversion of all shares of the Company’s Preferred Stock into shares of its common stock, par value $0.0001 per share (the “Common Stock”), pursuant to Section 5.1(a) of Article VI of the Company’s Ninth Amended and Restated Certificate of Incorporation (a “QIPO”) or (ii) shares of Common Stock following a QIPO by the Company, in each case in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. The term “Securitie
AMENDMENT TO PROMISSORY NOTEPromissory Note • October 15th, 2019 • NeoVolta Inc. • Miscellaneous electrical machinery, equipment & supplies
This amendment (“Amendment”), dated as of the date set forth below, is to that certain 12% Convertible Note dated [__________, 2018] (the “Note”), by and among NeoVolta, Inc., a Nevada corporation (the “Company”) and the Holder listed on the signature page hereto (the “Holder”). The Company and the Holder are referred to collectively as the Parties and individually as a Party. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Note.
Standard Form of Series Designation of Series #TICKER, a series of RSE Collection, LLCRSE Collection, LLC • April 22nd, 2024 • Retail-auto dealers & gasoline stations
In accordance with the Seventh Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated December 28, 2022 (the “Agreement”) and upon the execution of this Exhibit 3.Exhibit Number by the Company and RSE Collection Manager, LLC in its capacity as Managing Member of the Company and Initial Member of Series #TICKER, a series of RSE Collection, LLC (“Series #TICKER”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.Exhibit Number”.
ContractScopus BioPharma Inc. • May 15th, 2020 • Pharmaceutical preparations • Delaware
THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFIED OFFERING STATEMENT RELATED THERETO UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS.
VOTING AGREEMENTAdoption Agreement • May 1st, 2023 • Life Spectacular, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 26, 2021 , by and among Life Spectacular, Inc., a Delaware corporation (the “Company”), each holder of the Series Seed-1 Preferred Stock of the Company, $0.00001 par value per share (“Series Seed-1 Preferred Stock”), Series Seed-2 Preferred Stock of the Company, $0.00001 par value per share (“Series Seed-2 Preferred Stock”), Series Seed-3 Preferred Stock of the Company, $0.00001 par value per share (“Series Seed-3 Preferred Stock”), Series Seed-4 Preferred Stock of the Company, $0.00001 par value per share (“Series Seed-4 Preferred Stock”), Series Seed-5 Preferred Stock of the Company, $0.00001 par value per share (“Series Seed-5 Preferred Stock”), Series Seed-6 Preferred Stock of the Company, $0.00001 par value per share (“Series Seed-6 Preferred Stock”), Series Seed-7 Preferred Stock of the Company, $0.00001 par value per share (“Series Seed-7 Preferred Stock”), Series A Preferred Stock of the Company, $0
EXCHANGE AGREEMENTExchange Agreement • April 30th, 2021 • Sugarfina Corp • Retail-food stores • Delaware
This Exchange Agreement (this “Agreement”) is made and entered into as of April 30, 2021, but is effective as of September 26, 2020 (the “Effective Date”), by and between Sugarfina Holdings LLC, a Delaware limited liability company (the “Company"), and Bristol Luxury Group, LLC, a Delaware limited liability company ("BLG").
ContractMiso Robotics, Inc. • August 15th, 2023 • General industrial machinery & equipment, nec • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
LOCK-UP and resale restriction AGREEMENTSmart Decision, Inc. • April 30th, 2019 • Services-prepackaged software
THIS LOCK-UP AGREEMENT is made and entered into the __ day of ____ 2019, by and between Smart Decision, Inc., a Wyoming Corporation (the “Company”) and __________ (“Holder”).
AUDIT COMMITTEE MEMBER SERVICE AGREEMENTAudit Committee Member • April 1st, 2020 • UC Asset LP • Investors, nec
This Audit Committee Member Service Agreement (hereinafter this “Agreement”) is made, entered into, and effective as of July 01, 2019 (hereinafter the “Effective Date”)
ASI AVIATION, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 7th, 2020 • ASI Aviation, Inc. • Services-equipment rental & leasing, nec • Nevada
THIS RESTRICTED STOCK Unit AGREEMENT (the “Agreement”) is made effective as of November 26, 2019, by and between ASI Aviation, Inc., a Nevada corporation (the “Company”), and James Silvester (the “Recipient”).
Winc, Inc. Seventh amended and restated Right of first Refusal and co-Sale AGREEMENT Effective Date: February [●], 2021Winc, Inc. • May 11th, 2021 • Retail-miscellaneous retail • Delaware
This SEVENTH Amended and Restated Right of First Refusal and Co-Sale Agreement (this “Agreement”) is made as of February [●], 2021, by and among Winc, Inc., a Delaware corporation (the “Company”), the holders of Common Stock listed on Schedule 1 hereto (the “Common Holders”), the holders of shares of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock listed on Schedule 2 hereto (the “Investors”), and each of Alexander Oxman and Geoffrey McFarlane in their individual capacities (the “Key Holders”). Investors, Common Holders and Key Holders shall collectively be referred to as “Stockholders.”
SOIL RESTORATION NOTE IROQUOIS VALLEY FARMS LLC An Illinois Limited Liability CompanySoil Restoration Note • May 22nd, 2020 • Iroquois Valley Farmland REIT, PBC • Real estate investment trusts • Illinois
THIS SOIL RESTORATION NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"). AS SUCH IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITY UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY (DEFINED BELOW) THAT SUCH REGISTRATION IS NOT REQUIRED. COPIES OF THE AGREEMENT COVERING THE ISSUANCE OF THIS NOTE AND RESTRICTION ON ITS TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS NOTE TO THE COMPANY AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES.
Winc, Inc. Series F Preferred Stock AND WARRANT Purchase AGREEMENT Initial Closing Date: February [●], 2021Series F Preferred Stock and Warrant Purchase Agreement • May 11th, 2021 • Winc, Inc. • Retail-miscellaneous retail • Delaware
This Series F Preferred Stock AND WARRANT Purchase Agreement (this “Agreement”) is made as of February [●], 2021, by and among Winc, Inc., a Delaware corporation (the “Company”), and the purchasers listed on the signature pages hereto (each a “Purchaser” and together, the “Purchasers”).
ContractScopus BioPharma Inc. • May 15th, 2020 • Pharmaceutical preparations • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS.
ContractCNote Group, Inc. • April 30th, 2019 • Loan brokers • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
