Ex1u-3-hldrs-rts Sample Contracts
FLORA GROWTH CORP.Warrant Indenture • January 23rd, 2020 • Flora Growth Corp. • Pharmaceutical preparations • Ontario
Standard Contracts
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • December 8th, 2020 • Feel the World, Inc. • Rubber & plastics footwear • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of December 2, 2020 by and among Feel The World, Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holder (as defined below) listed on Schedule B.
PHOENIX CAPITAL GROUP HOLDINGS, LLC a Delaware limited liability company Issuer AND UMB Bank, N.A. Trustee INDENTURE Dated as of January 12, 2022 Unsecured Subordinated Debt SecuritiesIndenture • January 13th, 2022 • Phoenix Capital Group Holdings, LLC • Metal mining • Delaware
INDENTURE, dated as of January 12, 2022, between PHOENIX CAPITAL GROUP HOLDINGS, LLC, a Delaware limited liability company (the “Company” or the “Issuer”), and UMB BANK, N.A. as trustee (the “Trustee”):
ContractWarrant Agreement • December 28th, 2020 • Legion Works, Inc. • Blank checks • 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. 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.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 2nd, 2022 • M&m Media, Inc. • Services-computer processing & data preparation • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of January __, 2022 by and among M&M MEDIA, INC., a Delaware corporation (the “Company”) and each Investor (as defined below).
RETICULATE MICRO, INC. CLASS A COMMON STOCK PURCHASE WARRANTWarrant Agreement • October 11th, 2024 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc.
This Warrant is being issued pursuant to a Subscription Agreement, dated ________________, 2024 (the “Subscription Agreement”), by and among the Company, the Initial Holder and the other parties thereto.
ContractToken Agreement • March 7th, 2024 • CERES Coin LLC • Finance services • Delaware
THE “TOKENS” (AS DEFINED BELOW) ARE PROVIDED SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE TOKEN HOLDER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. THE “TOKEN HOLDER” (AS DEFINED BELOW): (A) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) THE TOKEN HOLDER IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF THE TOKEN HOLDER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, THE PERSON AGREEING TO THIS AGREEMENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE TOKEN HOLDER AND BIND THE TOKEN HOLDER TO ITS TERMS. IF THE TOKEN HOLDER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE COMPANY (AS DEFINED BELOW) WILL NOT AND DOES NOT AGREE TO OFFER AND/OR SELL ANY TOKENS TO THE TOKEN HOLDER.
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • April 2nd, 2024 • Emerging Fuels Technology, Inc. • Patent owners & lessors • Oklahoma
THIS SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the “Agreement”) is entered into as of the 28th day of March, 2024, by and among Emerging Fuels Technology, Inc., a corporation formed under the laws of Oklahoma (the “Corporation”), and the shareholders of the Corporation’s Common Stock and Preferred Stock (individually a “Shareholder” or collectively the “Shareholders”).
GROUNDFLOOR FINANCE INC. VOTING AGREEMENTVoting Agreement • August 18th, 2022 • Groundfloor Finance Inc. • Real estate • Georgia
This Voting Agreement (the “Agreement”) is made and entered into as of this ___ day of ___, 20__, by and among Groundfloor Finance Inc., a Georgia corporation (the “Company”), and ____________ an individual (the “Shareholder”).
CONSENT AGREEMENTConsent Agreement • November 5th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Consent Agreement (the “Consent”), dated as of October 29, 2018, is made by and between ExWorks Capital Fund I, L.P., a Delaware limited partnership (“Lender”) and Hightimes Holding Corp., a Delaware corporation (“Hightimes”).
Amended and Restated RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • February 2nd, 2022 • M&m Media, Inc. • Services-computer processing & data preparation • Delaware
THIS Amended and Restated RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of January __, 2022 by and among M&M MEDIA, INC., a Delaware corporation (the “Company”), and each of the Investors (as defined in Section 1 and the Key Holders (as defined in Section 1).
Alzamend Neuro, Inc. Warrant To Purchase Shares of Common StockWarrant Agreement • March 12th, 2021 • Alzamend Neuro, Inc. • Pharmaceutical preparations • New York
Alzamend Neuro, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Digital Power Lending LLC the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Shares of Common Stock (including any Warrant to Purchase Shares of Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ___________ (subject to adjustment as provided herein), fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth
SERIES DESIGNATION OF LANDA APP 2 LLC - 153 SPRING VALLEY CIRCLE STOCKBRIDGE GA LLC, A SERIES OF LANDA APP 2 LLCSeries Designation • May 3rd, 2022 • Landa App 2 LLC • Real estate
In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”)(the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 153 Spring Valley Circle Designation”.
SERIES DESIGNATION OF LANDA APP 2 LLC - 303 KELLYS WALK LOCUST GROVE GA LLC, A SERIES OF LANDA APP 2 LLCSeries Designation • May 3rd, 2022 • Landa App 2 LLC • Real estate
In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”)(the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 303 Kellys Walk Designation”.
SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF OTIS GALLERY LLCLimited Liability Company Agreement • October 5th, 2020 • Otis Gallery LLC • Retail-retail stores, nec
This SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF OTIS GALLERY LLC (this “Amendment”) is made and effective as of October 5, 2020 by Otis Wealth, Inc., a Delaware corporation (the “Managing Member”). Capitalized terms used in this Amendment without definition shall have the meanings assigned to them in the Operating Agreement (as defined below).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 5th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
THIS ASSET PURCHASE AGREEMENT is made and entered into effective this ____ day of October 2018, by and between Gemini Finance Corp. (the “Seller”), Chalice Holdings, Inc. (“Assignee”) and Hightimes Holding Corp. (“Hightimes”). This Asset Purchase Agreement, including all schedules and exhibits attached hereto, is referred to as the “Agreement.”
SERIES B CONVERSION AGREEMENTSeries B Conversion Agreement • November 26th, 2019 • NowRx, Inc. • Retail-drug stores and proprietary stores • Delaware
This Series B Conversion Agreement (this “Agreement”) is dated as of the Agreement Date and is between the Company and the Purchasers.
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • February 2nd, 2022 • M&m Media, Inc. • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made as of January __, 2022 by and among M&M MEDIA, INC. D/B/A TREBEL, a Delaware corporation (the “Company”), and each of the Investors (as defined in Section 1), and the Key Holders (as defined in Section 1).
SERIES DESIGNATION OF LANDA APP 2 LLC - 137 SPRING VALLEY CIRCLE STOCKBRIDGE GA LLC, A SERIES OF LANDA APP 2 LLCSeries Designation • May 3rd, 2022 • Landa App 2 LLC • Real estate
In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”) (the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 137 Spring Valley Circle Designation”.
Amended and RestatedLimited Liability Company Agreement • November 10th, 2020 • Otis Gallery LLC • Retail-retail stores, nec
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Gallery LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.
FIRST AMENDMENT TO AGREEMENTAgreement • April 2nd, 2024 • Emerging Fuels Technology, Inc. • Patent owners & lessors
This First Amendment to Agreement (the “First Amendment”) is made on this 27th day of March, 2024, between Emerging Fuels Technology, Inc., an Oklahoma corporation (“EFT”), and Black & Veatch Corporation, a Delaware corporation (“B&V”).
Amended and Restated Series Collection Drop 001, a Series of Otis Collection LLCSeries Collection Agreement • April 23rd, 2020 • Otis Collection LLC • Retail-retail stores, nec
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Collection LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.
FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • November 4th, 2021 • Emerging Fuels Technology, Inc. • Patent owners & lessors • Oklahoma
This FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the “First Amendment”) is entered into as of the 28th day of October, 2021, by and among Emerging Fuels Technology, Inc., a corporation formed under the laws of Oklahoma (the “Corporation”), and the shareholders of the Corporation’s Common Stock and Preferred Stock (individually a “Shareholder” or collectively the “Shareholders”).
WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK of CLOUDASTRUCTURE, INC. Dated as of July 8, 2022 Void after the date specified in Section 9Warrant Agreement • July 13th, 2022 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS CERTIFIES THAT, for value received, INFRASTRUCTURE PROVING GROUNDS, INC., or its registered assigns (individually and collectively the “Holder”), is entitled to purchase from CLOUDASTRUCTURE, INC., a Delaware corporation (the “Company”), shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1, subject to the provisions and upon the terms and conditions set forth herein. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is being issued pursuant to that certain Asset Purchase Agreement dated as of June 30, 2022 between the Company, and Infrastructure Proving Grounds, Inc set forth thereunder (the “Purchase Agreement”). All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.
OPERATION & MAINTENANCE SERVICE AGREEMENTOperation & Maintenance Service Agreement • April 26th, 2021 • Energea Portfolio 2 LLC • Electric, gas & sanitary services • Minas Gerais
SERIES DESIGNATION OF LANDA APP 2 LLC - 45 ROBERTFORD DRIVE COVINGTON GA LLC, A SERIES OF LANDA APP 2 LLCSeries Designation • May 3rd, 2022 • Landa App 2 LLC • Real estate
In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”)(the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 45 Robertford Drive Designation”.
AMENDED AND RESTATED CLASS B STOCKHOLDERS AGREEMENT OF ANGEL STUDIOS, INC.Class B Stockholders Agreement • August 18th, 2021 • Angel Studios, Inc. • Services-video tape rental • Delaware
THIS CLASS B STOCKHOLDERS AGREEMENT (the “Agreement”), effective as of August 18, 2021 (the “Effective Date”), among ANGEL STUDIOS, INC., a Delaware corporation (the “Company”), and all holders of the Company’s Class B Common Stock (solely in respect of such Person’s ownership of Class B Common Stock individually, a “Class B Stockholder” and, collectively, the “Class B Stockholders”) provides as follows:
SERIES DESIGNATION OF LANDA APP 2 LLC - 2174 SCARBROUGH ROAD STONE MOUNTAIN GA LLC, A SERIES OF LANDA APP 2 LLCSeries Designation • May 3rd, 2022 • Landa App 2 LLC • Real estate
In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”)(the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 2174 Scarbrough Road Designation”.
Feel the World, Inc. LETTERHEAD]Management Rights Letter • December 8th, 2020 • Feel the World, Inc. • Rubber & plastics footwear
This letter will confirm our agreement that, effective as of the date of your purchase of certain shares of the Series A Preferred Stock of Feel the World, Inc. (including its subsidiaries, the “Company”), TZP Group Investments, L.P. and TZP Group Holdings, L.P. (each of which is referred to herein as an “Investor,” and together, the “Investors”) shall be entitled to the following contractual management rights, in addition to certain rights to receive non-public financial information, certain inspection rights, and certain other rights specifically provided to all of the investors who have signed that certain Investor Rights’ Agreement, of even date herewith (the “IRA”).
SERIES DESIGNATION OF LANDA APP 2 LLC - 3192 LAKE MONROE ROAD DOUGLASVILLE GA LLC, A SERIES OF LANDA APP 2 LLCSeries Designation • May 3rd, 2022 • Landa App 2 LLC • Real estate
In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”)(the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 3192 Lake Monroe Road Designation”.
STOCK PURCHASE AND EXCHANGE AGREEMENTStock Purchase and Exchange Agreement • December 8th, 2020 • Feel the World, Inc. • Rubber & plastics footwear • Delaware
STOCK PURCHASE AND EXCHANGE AGREEMENT, dated as of December 2, 2020 (this “Agreement”), is made by and among the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”), Lena Phoenix (the “Selling Stockholder”) and Feel the World, Inc., a Delaware corporation (the “Company”).
SECURITY AGREEMENT This Security Agreement is made on October [__], 2018 BETWEEN CHALICE HOLDINGS, INC. AND the Secured Party GEMINI FINANCE CORP. BackgroundSecurity Agreement • November 5th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
WHEREAS, concurrently herewith, the Debtor, Hightimes Holding Corp. (“Hightimes”), Chalice Holdings, Inc., (“Pledgor” or “Debtor”) and the Secured Party are entering into an Asset Purchase Agreement (the “Purchase Agreement”), wherein Debtor and Hightimes are purchasing the Assets (as defined in the Purchase Agreement) from the Secured Party and in exchange issuing to the Secured Party a Secured Convertible Promissory Note (the “Note,” and collectively with the Purchase Agreement, the Pledge Agreement and this Agreement, the “Transaction Documents”) in the amount of $560,000 (the “Transaction”).
SERIES DESIGNATION OF LANDA APP 2 LLC - 126 WILDWOOD ROAD STOCKBRIDGE GA LLC, A SERIES OF LANDA APP 2 LLCSeries Designation • May 3rd, 2022 • Landa App 2 LLC • Real estate
In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”)(the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 126 Wildwood Road Designation”.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 15th, 2022 • GK Investment Property Holdings II LLC • Real estate
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplement”) is effective as of the 14th day of February 2022, by and between GK Investment Property Holdings II, LLC, a Delaware limited liability company (the “Issuer”), and UMB Bank, N.A., a national banking association (the “Trustee”).
Amended and Restated Series Collection Drop 003, a Series of Otis Collection LLCSeries Collection Agreement • April 23rd, 2020 • Otis Collection LLC • Retail-retail stores, nec
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Collection LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.
