Netcapital Inc. Sample Contracts
SERIES A-8 COMMON STOCK PURCHASE WARRANT NETCAPITAL INC.Security Agreement • March 10th, 2025 • Netcapital Inc. • Finance services • New York
THIS SERIES A-8 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 September 5, 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 5, 2027 (the “Termination Date”) (the “Termination Date”), but not thereafter, to subscribe for and purchase from Netcapital Inc., a Utah 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).
SERIES A-2 COMMON STOCK PURCHASE WARRANT NETCAPITAL INC.Common Stock Purchase Warrant • December 27th, 2023 • Netcapital Inc. • Finance services • New York
THIS SERIES A-2 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 Shareholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the eighteen (18) month anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) (the “Termination Date”), but not thereafter, to subscribe for and purchase from Netcapital Inc., a Utah 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 27th, 2023 • Netcapital Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2023, between Netcapital Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT between NETCAPITAL INC. and THINKEQUITY LLC as Representative of the Several Underwriters NETCAPITAL INC.Underwriting Agreement • July 24th, 2023 • Netcapital Inc. • Finance services • New York
The undersigned, Netcapital Inc., a corporation formed under the laws of the State of Utah (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Netcapital Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters 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 set forth below:
SERIES A-1 COMMON STOCK PURCHASE WARRANT NETCAPITAL INC.Warrant Agreement • December 27th, 2023 • Netcapital Inc. • Finance services • New York
THIS SERIES A-1 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 Shareholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) (the “Termination Date”), but not thereafter, to subscribe for and purchase from Netcapital Inc., a Utah 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Netcapital Inc.Pre-Funded Common Stock Purchase Warrant • December 27th, 2023 • Netcapital Inc. • Finance services • 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Netcapital Inc., a Utah 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).
AT THE MARKET OFFERING AGREEMENT August 23, 2024At the Market Offering Agreement • August 23rd, 2024 • Netcapital Inc. • Finance services • New York
Netcapital Inc., a corporation organized under the laws of Utah (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NETCAPITAL INC.Placement Agent Common Stock Purchase Warrant • December 27th, 2023 • Netcapital Inc. • Finance services • New York
THIS PLACEMENT AGENT 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 Shareholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) (the “Termination Date”), but not thereafter, to subscribe for and purchase from Netcapital Inc., a Utah 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). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of October 12, 2023, as amended on December 15, 2023.
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NETCAPITAL INC.Placement Agent Agreement • January 15th, 2025 • Netcapital Inc. • Finance services • New York
THIS PLACEMENT AGENT 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 July 13, 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 15, 2030 (the “Termination Date”) (the “Termination Date”), but not thereafter, to subscribe for and purchase from Netcapital Inc., a Utah 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). This Warrant is being issued pursuant to that certain Engagement Agreement between the Company and H.C. Wainwright & Co., LLC, dated as of November 7, 2024.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2023 • Netcapital Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 2023, between Netcapital Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2025 • Netcapital Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 2, 2025, between Netcapital Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT NETCAPITAL INC.Common Stock Purchase Warrant • July 7th, 2025 • Netcapital Inc. • Finance services
THIS 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 on or prior to 5:00 p.m. (New York City time) on the twenty-four (24) month anniversary of the effective date of the Resale Registration Statement, provided that, if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”), but not thereafter, to subscribe for and purchase from Netcapital Inc., a Utah 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 5th, 2025 • Netcapital Inc. • Finance services • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 29, 2025, by and between NETCAPITAL INC., a Utah corporation, with its address at 1 Lincoln Street, Boston, Massachusetts 02111 (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 “Lender”).
NETCAPITAL INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2023 Omnibus Equity Incentive Plan)Stock Option Agreement • June 12th, 2025 • Netcapital Inc. • Finance services • Utah
THIS STOCK OPTION AGREEMENT (together with the above grant notice (the “Grant Notice”), the “Agreement”) is made and entered into as of the date set forth on the Grant Notice by and between Netcapital Inc., a Utah corporation (the “Company”), and the individual (the “Optionee”) set forth on the Grant Notice.
PLACEMENT AGENCY AGREEMENT May 23, 2023Placement Agency Agreement • May 25th, 2023 • Netcapital Inc. • Finance services • New York
COMMON STOCK PURCHASE WARRANT NETCAPITAL INC.Common Stock Purchase Warrant • July 17th, 2025 • Netcapital Inc. • Finance services
THIS 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 on or prior to 5:00 p.m. (New York City time) on the twenty-four (24) month anniversary of the effective date of the Resale Registration Statement, provided that, if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”), but not thereafter, to subscribe for and purchase from Netcapital Inc., a Utah 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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NETCAPITAL INC.Placement Agent Agreement • July 7th, 2025 • Netcapital Inc. • Finance services
THIS PLACEMENT AGENT 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 on or prior to 5:00 p.m. (New York City time) on the earlier of (i) the twenty-four (24) month anniversary of the effective date of the Resale Registration Statement, provided that, if such date is not a Trading Day, the immediately following Trading Day and (ii) July 2, 2030 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Netcapital Inc., a Utah 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). This Warrant is being issu
EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2023 • Netcapital Inc. • Finance services
EMPLOYMENT AGREEMENT, dated as of January 3, 2023 (the “Effective Date”) by and between NETCAPITAL INC., a Utah corporation (the “Company”), and MARTIN KAY, an individual having an address at 26 Kingston Rd. Newton, MA 02461. (the “Employee”).
MASTER SERVICES AGREEMENTMaster Services Agreement • December 11th, 2014 • ValueSetters Inc. • Services-amusement & recreation services • Missouri
This MASTER SERVICES AGREEMENT ("Agreement') is made and entered into as of October 31, 2013 (the "Effective Date"), by and between CloudWebStore, LLC., a Missouri limited liability with offices located at 5042 Wilshire Blvd., Los Angeles, CA 90036 (the "Company"), and Valuesetters, Inc. ("Client').
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 15th, 2022 • Netcapital Inc. • Finance services • New York
This Note Purchase Agreement (this “Agreement”) is dated as of __________________, 2022 by and between Netcapital Inc., a Utah corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 17th, 2025 • Netcapital Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 16, 2025, between Netcapital Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT NETCAPITAL INC.Common Stock Purchase Warrant • May 25th, 2023 • Netcapital Inc. • Finance services • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, ___________________ or its/his/her 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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Netcapital Inc., a Utah 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).
REVOLVING LOAN AND SECURITY AGREEMENTRevolving Loan and Security Agreement • September 3rd, 2013 • ValueSetters Corp • Delaware
THIS REVOLVING LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of July 31, 2013 (the “Effective Date”) is entered into by and between Valusetters Inc., a Utah corporation the “Borrower”), and VaxStar LLC, a Delaware limited liability company (“Lender”).
CONTRACT OF SALEContract of Sale • July 28th, 2014 • ValueSetters Corp • Services-amusement & recreation services • Massachusetts
WHEREAS, Seller owns certain assets operated on the Internet under the trade name Netgames.com. These assets hereinafter sometimes referred to as the "Business".
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • September 22nd, 2025 • Netcapital Inc. • Finance services • New York
This Settlement Agreement and Release (this “Agreement”) is entered into effective as of September 16, 2025, by and between (a) Ivan Seidenberg (“Creditor”) and (b) Netcapital Inc.(“Netcapital”). Collectively, Creditor and Netcapital shall be referred to Creditor and Netcapital shall individually be referred to as a “Party” and collectively as, the “Parties”.
LICENSE AGREEMENTLicense Agreement • October 3rd, 2014 • ValueSetters Inc. • Services-amusement & recreation services • New York
This LICENSE AGREEMENT (the "Agreement") is made as of the Effective Date by and between VALUESETTERS, INC. (“Licensor”), and TELCOSOFTWARE.COM CORP. ("Licensee").
CONTRACT OF SALEContract of Sale • October 3rd, 2014 • ValueSetters Inc. • Services-amusement & recreation services • New York
THIS AGREEMENT (the "Agreement") is made effective as of the 30th day of September 2014, by and among TELCOSOFTWARE.COM CORP., a Delaware corporation ("Seller") and .VAXSTAR LLC, a Delaware corporation ("Buyer").
Purchase and Assignment AgreementPurchase and Assignment Agreement • October 3rd, 2014 • ValueSetters Inc. • Services-amusement & recreation services • New York
This Purchase and Assignment Agreement (this “Agreement”) is entered into on September 30, 2014 by and between Vaxstar LLC (the “Assignor”) and Valuesetters, Inc. (the “Assignee”).
NETCAPITAL INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 25th, 2024 • Netcapital Inc. • Finance services • Utah
This Stock Purchase Agreement (“Agreement”) is made as of April 24, 2024, but is only effective as of the date of acceptance of the “Purchaser Signature Page” by and between Netcapital Inc., a Utah corporation (the “Company”) and Paul Riss (the “Purchaser”).
Liability Acknowledgment AgreementLiability Acknowledgment Agreement • December 11th, 2014 • ValueSetters Inc. • Services-amusement & recreation services
THIS LIABILITY ACKNOWLEDGMENT AGREEMENT (this “Agreement”), is entered into on October 31, 2014, by and between Steve Geary (“Creditor”) and Valuesetters, Inc., a Utah corporation, (the “Company”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG NETCAPITAL FUNDING PORTAL, INC. VALUESETTERS, INC. AND NETCAPITAL ACQUISITION VEHICLE INC. August 23, 2020 AGREEMENT AND PLAN OF MERGERMerger Agreement • August 26th, 2020 • ValueSetters Inc. • Services-amusement & recreation services • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of August 23, by and among NetCapital Funding Portal Inc., a Delaware corporation (“NCFP”), ValueSetters, Inc., a Utah corporation (“VSTR”), and NetCapital Acquisition Vehicle Inc., a Delaware corporation (“NCAV”) and an indirect wholly owned subsidiary of VSTR.
Borrower: Valuesetters Inc. Secured Party: The Small Business Administration, an Agency of the U.S. Government Date: 06.17.2020 Note Amount: $500,000.00Security Agreement • April 15th, 2025 • Netcapital Inc. • Finance services
AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENTRevolving Loan and Security Agreement • April 8th, 2022 • Netcapital Inc. • Finance services
This Amendment (the “Amendment”) to the Revolving Loan and Security Agreement dated April 28, 2011, as amended on July 26, 2014 and October 31, 2017 (the “Agreement”) is entered into this 31st day of January 2021, by and between Vaxstar LLC, a Delaware limited liability company (“Vaxstar”), and Netcapital Inc. (“Netcapital”), a Utah corporation, with reference to the following:
SUBSCRIPTION AGREEMENT in connection with NETCAPITAL INC. _______ Shares of Common Stock June 6, 2025Subscription Agreement • June 12th, 2025 • Netcapital Inc. • Finance services • Utah
This Subscription Agreement (the “Agreement”) is executed by the undersigned (the “Subscriber”) in connection with the offering (the “Offering”) by Netcapital Inc, a Utah corporation (the “Company”), of 3,750 shares of common stock, par value $0.001 per share of the Company (the “Common Stock”) at a price of $4.00 per share.
EMPLOYMENT AGREEMENTEmployment Agreement • December 9th, 2025 • Netcapital Inc. • Finance services
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 7, 2025 (the “Effective Date”), is entered into by and between NETCAPITAL INC., a Utah corporation (the “Corporation”), and Rich Wheeless, an individual having an address at 6647D St. Andrew’s Cross, Liberty Township, Ohio 45044 (the “Employee”). The Corporation and the Employee may be referred to individually as a “Party” and collectively as the “Parties”.