0001640334-25-001793 Sample Contracts
COMMON STOCK PURCHASE WARRANT GIVBUX, INC.Common Stock Purchase Warrant • October 7th, 2025 • Givbux, Inc. • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Kips Bay Select, LP, 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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on the earlier of (i) such date as is five (5) years from as all of the Warrant Shares issuable in respect of this Warrant may be sold by the Holder pursuant to an effective registration statement registering for the resale of the Warrant Shares by the Holder, and (ii) such date that is five (5) years and six months from the Initial Exercise Date (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from GivBux, Inc., a Nevada corporation (the “Company”), up to 3,631,083 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase pr
SECURITY AGREEMENTSecurity Agreement • October 7th, 2025 • Givbux, Inc. • Services-business services, nec
This SECURITY AGREEMENT, dated as of May 7, 2025 (this “Agreement”), is among GIVBUX Inc., a corporation organized under the laws of Nevada (the “Company”), ach Guarantor (as defined below), and the holders of the convertible promissory notes issued by the Company pursuant to that certain Securities Purchase Agreement dated as of May 7, 2025 (the “Purchase Agreement”) in an aggregate principal amount of up to $11,111,111.11 (collectively, the “Notes”), including the holders of Notes issued in one or more tranches as provided therein, and any of their respective endorsees, transferees, or assigns (collectively, the “Secured Parties”) and Kips Bay Select, LP, in its capacity as Agent (as defined below).
ContractNote • October 7th, 2025 • Givbux, Inc. • Services-business services, nec • Nevada
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
10% CONVERTIBLE PROMISSORY NOTE OF GIVBUX INC.Convertible Note Agreement • October 7th, 2025 • Givbux, Inc. • Services-business services, nec • Florida
THIS CONVERTIBLE PROMISSORY NOTE is issued by GIVBUX INC., a corporation duly organized and existing under the laws of the State of Nevada, designated as the Company's 10% Convertible Promissory Note in the principal amount of $100,000.00. This Note will become effective upon its execution by authorized agents of the Company and the Holder and delivery of the Initial Consideration by the Holder to the Company.
GUARANTYGuaranty • October 7th, 2025 • Givbux, Inc. • Services-business services, nec • Nevada
GUARANTY, dated as of May 7, 2025 (this “Guaranty”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the investors signatory (together with their permitted assigns, the “Investors”), to that certain Securities Purchase Agreement, dated as of the date hereof, by and among GIVBUX, Inc., a Nevada corporation (the “Company”), and the Investors (the “Purchase Agreement”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • October 7th, 2025 • Givbux, Inc. • Services-business services, nec
THIS TRADEMARK SECURITY AGREEMENT (the “Agreement”) made as of this 7th day of May, 2025, by BEAR BULL, INC. a Nevada company (“Grantor”), in favor of each of the parties identified as a “Grantee” on the signature pages hereto (collectively, the “Grantees”), each of whom is a party to the Purchase Agreement (as defined below), and is represented by Kips Bay Select LP, as Lead Investor (as defined therein);
OFFICER’S CERTIFICATE OF GIVBUX, INC. May 7, 2025Securities Purchase Agreement • October 7th, 2025 • Givbux, Inc. • Services-business services, nec
Reference is made to the Securities Purchase Agreement (the “Purchase Agreement”), dated May 7, by and among GivBux, Inc., a Nevada corporation (the “Company”) and each investor identified on the signature pages thereto (the “Investors”). Capitalized terms not defined herein shall have the meanings given in the Purchase Agreement.
SECOND OMNIBUS AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTESecurities Purchase Agreement and Convertible Promissory Note • October 7th, 2025 • Givbux, Inc. • Services-business services, nec
This SECOND OMNIBUS AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE (the “Amendment”) is dated and effective as of the September 1, 2025 (the “Amendment Effective Date”), by and among GIVBUX, INC., a Nevada corporation (the “Company”) and KIPS BAY SELECT LP, a Delaware limited partnership, or registered assigns (the “Holder”).
GIVBUX, INC.Irrevocable Transfer Agent Instructions • October 7th, 2025 • Givbux, Inc. • Services-business services, nec
GIVBUX, Inc., a Nevada corporation (the “Company”), and Kips Bay Select LP (the “Investor”) have entered into a Securities Purchase Agreement dated as of May 7, 2025 (the “Agreement”) providing for the issuance of the Convertible Promissory Notes in an aggregate principal amount of up to $11,111,111.11, the first of which was issued May 7, 2025 (the “Note”) and common stock purchase warrant, dated as of May 7, 2025 (the “Warrant”), to purchase 3,631,083 shares of common stock of the Company (“Common Stock”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2025 • Givbux, Inc. • Services-business services, nec
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2025, is by and among GivBux, Inc., a corporation incorporated under the laws of the State of Nevada (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 7th, 2025 • Givbux, Inc. • Services-business services, nec • Nevada
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of May 7, 2025, by and between GIVBUX, Inc., a Nevada corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS...Convertible Note • October 7th, 2025 • Givbux, Inc. • Services-business services, nec
THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL SUM AND ACCRUED INTEREST SET FORTH BELOW.
Consulting AgreementConsulting Agreement • October 7th, 2025 • Givbux, Inc. • Services-business services, nec • California
This Agreement is entered into by and between GivBux, Inc., a Nevada corporation (“Company”) and MMS Investment Group, LLC (“Consultant”) on this May 5, 2023.
FLOW OF FUNDS REQUESTSecurities Purchase Agreement • October 7th, 2025 • Givbux, Inc. • Services-business services, nec
In connection with the Securities Purchase Agreement, dated May 7, 2025 (the “Agreement”), between GivBux Inc. (the “Company”) and the Investors thereto, the Company irrevocably authorizes the Investors to distribute such funds as set out below, in the manner set out below, at the applicable Closing.