Signing Day Sports, Inc. Sample Contracts
UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • New York
The undersigned, Signing Day Sports, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 18, 2024, by and between SIGNING DAY SPORTS, INC., a Delaware corporation (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • New York
The undersigned, Signing Day Sports, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • December 2nd, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • New York
Signing Day Sports, Inc., a corporation organized under the laws of Delaware (collectively with its successors and assigns, including, without limitation, any successor entity or entities in the event of any change of control, the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
SECURITY AGREEMENTSecurity Agreement • June 20th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation
This SECURITY AGREEMENT, dated as of June 18, 2024 (this “Agreement”), is among Signing Day Sports, Inc., a Delaware corporation (the “Company” or “Debtor”, and collectively with each Additional Debtor (as defined in this Agreement), the “Debtors”) and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (collectively with its endorsees, transferees and assigns, the “Secured Parties”).
ContractPurchase Warrant Agreement • June 30th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS PROVIDED HEREIN AND IN THE UNDERWRITING AGREEMENT BETWEEN BOUSTEAD SECURITIES, LLC (“BOUSTEAD”) AND SIGNING DAY SPORTS, INC., DATED AS OF [●], 202[●] (THE “UNDERWRITING AGREEMENT”), AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 202[●] (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD OR A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (“FINRA”) PARTICIPATING IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER OF SUCH OFFERING AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, THE UNDERWRITING AGREEMENT, AND IN ACCORD
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 5, 2024, is by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Signing Day Sports, Inc., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE WARRANT SIGNING DAY SPORTS, INC.Security Agreement • June 20th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $198,611.00 to the Holder (as defined below) of even date) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (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 on or after the date of issuance hereof, to purchase from SIGNING DAY SPORTS, INC., a Delaware corporation (the “Company”), 662,036 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated June 18, 202
COMMON STOCK PURCHASE AGREEMENT Dated as of January 5, 2024 by and between SIGNING DAY SPORTS, INC. and TUMIM STONE CAPITAL LLCCommon Stock Purchase Agreement • January 8th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of January 5, 2024 (this “Agreement”), by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Signing Day Sports, Inc., a Delaware corporation (the “Company”).
Signing Day Sports, Inc. Warrant To Purchase Common StockWarrant Agreement • July 26th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • New York
Signing Day Sports, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Boustead Securities, 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, common stock of the Company, par value $0.0001 per share (“Common Stock”) (including any Warrants to purchase shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the earlier of (i) the date that the NYSE American LLC (the “Exchange”) authorizes the issuance of the Warrant Shares (as defined below) pursuant to exercise hereof, or if the Exchange authorizes the issuance of a portion of the Warrant Shares, such date as to such portion only, or (ii) the date that the Company is no longer listed on the Exchange (the “Init
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 20th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 18, 2024, by and between SIGNING DAY SPORTS, INC., a Delaware corporation, with headquarters located at 8355 East Hartford Dr., Suite 100, Scottsdale, AZ 85255 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), dated _________, by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
AMENDED AND RESTATED INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • April 11th, 2025 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
AMENDED AND RESTATED INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated April 19, 2023 (the “Effective Date”), by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Director”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 25th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Settlement Agreement and Release (this “Release”) is made and entered into as of May 17, 2022 (the “Effective Date”), between the Joshua A. Donaldson Revocable Trust, Joshua Donaldson, an individual, his spouse _________________________, to the extent of such spouse’s community property interest, if any (collectively, “Shareholder”), Signing Day Sports, LLC, an Arizona limited liability company (“SDS LLC”), Signing Day Sports Baseball, LLC, an Arizona limited liability company (“SDSB LLC”), Signing Day Sports Football, LLC, an Arizona limited liability company (“SDSF LLC”) and Signing Day Sports, Inc., a Delaware corporation (“SDS Inc.”, and, together with SDS LLC, SDSB LLC, and SDSF LLC, “SDS”). SDS and Shareholder are sometimes hereinafter referred to each as a “Party,” and collectively, the “Parties.”
STOCK OPTION AGREEMENTStock Option Agreement • September 25th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”).
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENTEmployee Confidential Information and Inventions Assignment Agreement • February 4th, 2025 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
In consideration of my employment or continued employment by Signing Day Sports, Inc., a Delaware corporation (“Company”), and the compensation being paid or to be paid to me during my employment with Company, I agree to the terms of this Agreement as follows:
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 25th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
ContractSubscription Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
THE SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • April 11th, 2025 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated April 19, 2023 (the “Effective Date”), by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Director”).
SUBSCRIPTION AGREEMENT (This “Agreement”)Subscription Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
Subscription. The undersigned (sometimes referred to herein as the “Investor”) hereby subscribes for and agrees to purchase the principal amount of the Units (as defined below) of Signing Day Sports, Inc., a Delaware corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company is seeking to raise, through a private placement of the Units pursuant to Rule 506(b) promulgated under the Securities Act of 1933, as amended, up to $1,000,000 (the “Maximum Offering Amount”) in this Offering. Boustead and the Company, in their sole discretion, may accept subscriptions in excess of the Maximum Offering Amount. The minimum amount of investment required from any one subscriber to participate in this Offering is $25,000, however, the Company reserves the right, in its sole discretion, to accept subscriptions less than this amou
INVESTOR RIGHTS AND LOCK-UP AGREEMENTInvestor Rights and Lock-Up Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2021 by and among SIGNING DAY SPORTS, INC., a Delaware corporation (the “Company”) and the investor on the signature page hereto.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 26th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 23, 2024, by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and Craig Smith, an individual (“Executive”). Each of the Company and Executive are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
STANDARD MULTI-TENANT OFFICE LEASE - GROSSStandard Multi-Tenant Office Lease - Gross • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 19th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation
Amendment No. 1 to EXECUTIVE EMPLOYMENT AGREEMENT, dated as of July 9, 2024 (this “Amendment”), by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and Craig Smith, an individual (“Executive”). Each of the Company and Executive are sometimes referred to in this Agreement individually as a “Party” and collectively, as the “Parties.”
COMMON STOCK PURCHASE WARRANT SIGNING DAY SPORTS, INC.Security Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or any 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 following the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on __________, 2028,1 subject to the provisions of Section 2 below (the “Termination Date”) but not thereafter, to subscribe for and purchase from Signing Day Sports, Inc., a Delaware corporation (the “Company”), up to ______________ shares of Common Stock (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be $2.50.
NON-PLAN RESTRICTED STOCK AWARD AGREEMENTNon-Plan Restricted Stock Award Agreement • July 26th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
THIS NON-PLAN RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into this 25th day of July, 2024 (the “Effective Date”) by and between Signing Day Sports, Inc. (the “Company”), which is a Delaware corporation, and Birddog Capital LLC (the “Grantee”), a Nebraska limited liability company. The Company and Grantee are also referred to from time to time herein collectively as the “Parties” and each individually as a “Party.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 29th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This executive employment agreement (the “Agreement”) is made and entered into as of November 22, 2023 (the “Effective Date”) by and between Signing Day Sports, Inc., a Delaware corporation with an office at 8355 East Hartford Drive, Suite 100, Scottsdale, AZ 85255 (“SDS” or the “Company”), and David O’Hara, an individual (“Executive”). SDS and Executive are referred to herein from time to time on a collective basis as the “Parties” and each on an individual basis as a “Party.” This Agreement amends, restates and supersedes the Amended and Restated Employment Offer Letter, dated March 14, 2023, between Executive and the Company (the “Original Agreement”).
COLLABORATION AND REVENUE-SHARING AGREEMENTCollaboration and Revenue-Sharing Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
THIS COLLABORATION AND REVENUE-SHARING AGREEMENT (the “Agreement”) is made and entered into as of October 31, 2022 (the “Effective Date”) by and between Signing Day Sports, Inc., a corporation organized under the laws of the State of Delaware with a place of business at 9112 E. Verde Grove View, Scottsdale, AZ, 85255 (“SDS”), and Louisville Slugger Hitting Science Center LLC, a limited liability company formed under the laws of the Commonwealth of Kentucky with a place of business at 9451 Westport Road, Louisville, KY 40241 (“LSHSC”). LSHSC and SDS are also each referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
Signing Day Sports, Inc. Scottsdale, AZ 85255 support@signingdaysports.comConsulting Agreement • July 24th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation
This engagement letter (this “Agreement”), effective as of July 23, 2024 (the “Effective Date”), sets forth the terms and conditions pertaining to your retention by Signing Day Sports, Inc. (“we,” “us,” “our,” or the “Company”) as a consultant and the provision of the Services (as defined below) by you to us. Please indicate your acceptance of these terms and conditions by signing in the space designated below and returning this Agreement to my attention.
AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • April 17th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Missouri
THIS AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT AND GENERAL RELEASE (hereinafter “Amendment No. 1”) is made by and between Signing Day Sports, Inc., a Delaware corporation (hereinafter “SDS”) and Midwestern Interactive, LLC, a Missouri limited liability company (“Midwestern Interactive”) as of April, 11, 2024 (the “Amendment Effective Date”). SDS and Midwestern Interactive may be referred to in this Agreement each as a “Party” or collectively referred to as the “Parties.”
WORK FOR HIRE AGREEMENT - ACKNOWLEDGEMENT AND ASSIGNMENTWork for Hire Agreement • June 30th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation
This Work for Hire Agreement - Acknowledgement and Assignment (the “Agreement”) is entered into this 6th day of December, 2022 (the “Effective Date”) by and between Signing Day Sports, (“Client”) and Midwestern Interactive, LLC, a Missouri limited liability company (“Embedded Contractor”).
SHAREHOLDER AGREEMENTShareholder Agreement • June 30th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This SHAREHOLDER AGREEMENT (“Agreement”), effective as of May 17, 2022 (the “Effective Date”), is entered into by and among the shareholders set forth on Exhibit A (the “Shareholders”), and Signing Day Sports, Inc., a Delaware corporation (the “Company”) with respect to the following:
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Settlement Agreement and Release (this “Release”) is made and entered into as of April 26, 2022 (the “Effective Date”), between Zone Right, LLC, Glen Kim, and his spouse, Jessica Lee, to the extent of such spouse’s community property interest, if any (together, “Shareholder”), Signing Day Sports, LLC, an Arizona limited liability company (“SDS LLC”), Signing Day Sports Baseball, LLC, an Arizona limited liability company (“SDSB LLC”), Signing Day Sports Football, LLC, an Arizona limited liability company (“SDSF LLC”) and Signing Day Sports, Inc., a Delaware corporation (“SDS Inc.”, and, together with SDS LLC, SDSB LLC, and SDSF LLC, “SDS”). SDS and Shareholder are sometimes hereinafter referred to as each, a “Party,” and collectively, the “Parties.”
SHARES OF COMMON STOCK, [______] PRE-FUNDED WARRANTS and [__________] COMMON Warrants of SIGNING DAY SPORTS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 5th, 2026 • Signing Day Sports, Inc. • Services-computer processing & data preparation • New York
The undersigned, Signing Day Sports, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Signing Day Sports, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.