Bravo Multinational Inc 8-K, filed Sep 24, 2026
Bravo Multinational Inc. (BRVO)
About this 8-K
Bravo Multinational Inc filed this 8-K on September 24, 2026, reporting on events of September 18, 2026.
Bravo Multinational issued 1,621,026 Series A Preferred shares to MWP for $3,161,000, giving MWP approximately 76.72% of outstanding Common Stock on an as-converted basis; it also granted a $1,500,000 option, adopted a 15% ownership rights plan, and appointed Michael Williams Chairman. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 3.03: Change to shareholders' rights
- Item 5.01: Change in control
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company
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Item 1.01- Entry into a Definitive Material Agreement
Effective as of September 18, 2026, Bravo Multinational Incorporated, a Wyoming corporation (the “Company”), entered into and/or adopted the following agreements
Share Purchase Agreement
The Company entered into a Share Purchase Agreement (the “SPA”) with MWP Entertainment Group, LLC. a Nevada limited liability company (“MWP”), pursuant to which the Company issued 1,621,026 shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), to MWP. Each share of Preferred Stock is convertible into 100 shares of the Company's common stock, par value $0.0001 per share (the “Common Stock”), and carries voting and dividend rights equivalent to 100 shares of Common Stock. In addition, the Preferred Stock votes with the Common Stock (on an as-converted basis) with respect to matters submitted to a vote of the holders of Common Stock.
The aggregate consideration for the Preferred Stock was $3,161,000, consisting of:
(i) perpetual content and software licenses (described below under “Content License Agreement” and “Software License Agreement”) with an agreed discounted value of $2,500,000;
(ii) a cash investment of $400,000, payable by wire transfer on or before October 5, 2026 (with 205,128 shares of Preferred Stock subject to forfeiture in the event such payment is not timely made); and
(iii) forgiveness of $261,000 in loans previously made by MWP to the Company.
The per-share price of the Preferred Stock was calculated using a Common Stock Price of $0.0195, representing the 10-day volume-weighted average price (“or“ VWAP”) of the Common Stock ending September 17, 2026.
The SPA contains customary representations and warranties by each of the Company and MWP. The Company’s fundamental representations survive indefinitely, and its non-fundamental representations survive for one year following the closing date. The Company has agreed to indemnify MWP and its affiliates for breaches of the Company’s representations, warranties, covenants and agreements contained in the SPA, which indemnification is the sole and exclusive remedy for such breaches.
Closing of the transactions contemplated by the SPA occurred simultaneously with execution on September 18, 2026.
The foregoing description of the SPA is a summary only and is qualified in its entirety by reference to SPA, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Option Agreement
Concurrently with the closing of the SPA and pursuant to the terms thereof, the Company entered into an Option Agreement (the “Option Agreement”) with MWP, pursuant to which the Company granted MWP an option to purchase additional shares of Preferred Stock at the same per share price under the SPA for an aggregate purchase price of $1,500,000. The option is exercisable only in whole (no partial exercise is permitted) during the one-year period beginning on the closing date and ending on September 18, 2027. The option is freely assignable by MWP without the Company’s consent.
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The foregoing description of the Option Agreement is a summary only and is qualified in its entirety by reference to the Option Agreement, a copy of which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
Content License Agreements
Concurrently with the closing of the SPA and pursuant to the terms thereof, the Company entered into (i) a Content License Agreement (the “Content License Agreement”) with MWP, pursuant to which MWP granted the Company an exclusive, perpetual (subject to termination), worldwide, fully paid-up, royalty-free, sublicensable (solely in connection with the Company’s business) and non-transferable license to a video library of concert performances, live events, comedy specials and related entertainment content (the “Licensed Content”) for exploitation through an on-demand or streaming content delivery service to be developed by the Company based on the Licensed Software (as defined below), and (ii) a Software License Agreement (the “Software License Agreement”) with MWP, pursuant to which MWP granted the Company a non-exclusive, non-transferable, worldwide, perpetual (subject to termination), fully paid-up, royalty-free license to certain streaming-platform software, including web, mobile and smart-TV applications, content management, analytics and deployment infrastructure (the “Licensed Software”).
The Content License Agreement and the Software License Agreement comprise the $2,500,000 agreed discounted license value under the SPA.
The foregoing descriptions of the Content License Agreement and the Software License Agreement are summaries only and are qualified in their entirety by reference to the Content License Agreement and the Software License Agreement, copies of which are attached hereto as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference.
Shareholder Rights Plan
At the special meeting held on September 18, 2026 (the “Special Meeting”), the Board of Directors of the Company adopted a Shareholder Rights Plan, substantially in the form attached hereto as Exhibit 4.1 (the “Rights Plan”), and authorized the officers of the Company to engage a rights agent to administer the Rights Plan. Under the Rights Plan, the Company’s Board of Directors declared a dividend of one right (a “Right”) for each share of Common Stock and 100 Rights for each share of Preferred Stock outstanding as of the close of business on September 19, 2026 (the “Record Date”).
Under the Rights Plan, a person becomes an “Acquiring Person” upon the acquisition of beneficial ownership of 15% or more of the outstanding Common Stock (calculated on an as-converted basis) or 15% or more of the Company’s total voting power. MWP and its affiliates are designated as “Exempt Persons” under the Rights Plan and accordingly the issuance of shares to MWP pursuant to the SPA and the Option Agreement will not trigger the Rights.
Each Right initially entitles the registered holder to purchase one share of Common Stock at an initial purchase price of $0.0195 per share, subject to adjustment. The Rights expire on September 18, 2030, unless earlier redeemed or exchanged. The Board of Directors may redeem all outstanding Rights at $0.0001 per Right.
The foregoing description of the Rights Plan is a summary only and is qualified in its entirety by reference to the Rights Plan, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 3.02- Unregistered Sales of Equity Securities
Effective as of September 18, 2026, the Company issued 1,621,026 shares of Preferred Stock to MWP as described in Item 1.01 above. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder.
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To the extent the grant of the Option under the Option Agreement constitutes a sale of securities under the federal securities laws, such grant was also made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 3.03- Material Modification to Rights of Security Holders
On September 18, 2026, the Company adopted the Rights Plan as described in Item 1.01 above. The Rights Plan may have the effect of deterring, delaying or preventing a change of control of the Company, and may have the effect of making it more difficult for a person or group to acquire beneficial ownership of 15% or more of the outstanding Common Stock (on an as-converted basis) or 15% or more of the Company’s total voting power without the approval of the Company’s Board of Directors.
Item 5.01.- Changes in Control of Registrant
As a result of the transactions described in Item 1.01 above, MWP acquired 1,621,026 shares of Preferred Stock, which are convertible at any time into, and have equivalent voting and dividend rights as, an aggregate of 162,102,600 shares of Common Stock. Based on the 47,641,010 shares of Common Stock outstanding prior to the closing and the 162,102,600 shares of Common Stock issuable upon conversion of the Preferred Stock, MWP holds approximately 76.72% of the outstanding Common Stock on an as-converted basis (prior to exercise of the Option or exercise, conversion or exchange of any other securities convertible into, or exercisable or exchangeable for, Common Stock). If the Option is exercised in full, MWP would hold approximately 82.94% of the outstanding Common Stock on an as-converted basis (prior to exercise of the Option or exercise, conversion or exchange of any other securities convertible into, or exercisable or exchangeable for, Common Stock).
Item 5.02.- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Effective as of September 18, 2026, and in connection with the transactions described in Item 1.01 above, Michael Williams was appointed to the Board of Directors as Chairman.
The Board reconstitution was effected pursuant to the terms of the SPA and was approved by the Board of Directors at the Special Meeting. No arrangements or understandings exist between any of the newly appointed directors and any other person pursuant to which such directors were appointed, other than the SPA.
A copy of Mr. Williams' professional biography is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 8.01 - Other Events
In a meeting of the Board on September 24, 2026, the Board of Directors of the Company approved and adopted the Company’s 2026 Stock Incentive Plan (the “Stock Incentive Plan”). The Stock Incentive Plan is intended to attract, retain, motivate, and reward employees, officers, directors, and consultants of the Company and its affiliates, and to align their interests with those of the Company’s stockholders by promoting long-term stockholder value. Under the Stock Incentive Plan, the Company may grant Awards (as defined in the Stock Incentive Plan), consisting of stock-based and cash-based incentives, to Eligible Persons (as defined in the Stock Incentive Plan). Up to 33,000,000 shares of Common Stock are reserved for issuance pursuant to Awards under the Stock Incentive Plan. The Stock Incentive Plan will be submitted to a vote of the Company’s shareholders.
The Company is in the process of planning its annual meeting of shareholders, which is expected to be held before the end of 2026. At the annual meeting, shareholders will vote on the election of directors, the Stock Incentive Plan and such other business as may properly come before the meeting.
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The foregoing description of the Stock Incentive Plan is a summary only and is qualified in its entirety by reference to the Stock Incentive Plan, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company's current expectations and projections about future events and financial trends, and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
The foregoing descriptions of the Rights Plan, the SPA, the Content License Agreement, the Software License Agreement, the Option Agreement,and the Stock Incentive Plan are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 4.1, Exhibit 10.1, 10.2, 10.3 and 99.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 9.01- Financial Statements and Exhibits
| Exhibit No. | Description | |
| 4.1 | Shareholder Rights Plan, dated September 18, 2026, between Bravo Multinational Incorporated and Transfer Online, Inc. | |
| 10.1 | Share Purchase Agreement dated September 18, 2026 among MWP Entertainment Group, LLC and Bravo Multinational, Inc. | |
| 10.2* | Content License Agreement, dated September 18, 2026, between Bravo Multinational Incorporated and MWP Entertainment Group, LLC | |
| 10.3* | Software License Agreement, dated September 18, 2026, between Bravo Multinational Incorporated and MWP Entertainment Group, LLC | |
| 10.4 | Option Agreement, dated September 18, 2026, between Bravo Multinational Incorporated and MWP Entertainment Group, LLC | |
| 99.1 | Bravo Multinational Incorporated 2026 Stock Incentive Plan | |
| 99.2 | Biography of Michael Williams | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its request |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: September 24, 2026 | BRAVO MULTINATIONAL INCORPORATED | |
| By: | /s/ Richard Kaiser | |
| Name: Richard Kaiser | ||
| Title: Director/CFO | ||
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Exhibit 4.1
RIGHTS AGREEMENT
between
BRAVO MULTINATIONAL INCORPORATED
and
TRANSFER ONLINE, INC.,
as Rights Agent
Dated as of September 18, 2026
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RIGHTS AGREEMENT (this “Agreement”), dated as of September 18, 2026 (the “Rights Plan Effective Date”), between BRAVO MULTINATIONAL INCORPORATED, a Wyoming corporation (the “Company”), and TRANSFER ONLINE, INC., as Rights Agent (the “Rights Agent”).
WHEREAS, the Company has authorized the issuance of an unlimited number of shares of Common Stock (as hereinafter defined) and Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), with each share of Series A Preferred Stock having the right to receive dividends equal to, a number of votes with respect to all matters submitted to a vote of holders of Common Stock (with the Series A Preferred Stock and Common Stock voting as a single class) equal to, and the right to convert into, 100 shares of Common Stock;
WHEREAS, the Board of Directors of the Company has authorized and declared a dividend of one Common Stock purchase right (a “Right”) for each share of Common Stock (as hereinafter defined) outstanding as of the Close of Business on September 19, 2026 (the “Record Date”) and 100 Rights for each share of Series A Preferred Stock outstanding as of the Close of Business on the Record Date, each Right initially representing the right to purchase one share of Common Stock (subject to adjustment as provided herein), upon the terms and subject to the conditions herein set forth, and has further authorized and directed (i) the issuance of one Right (subject to adjustment as provided herein) with respect to each share of Common Stock that shall become outstanding between the Record Date and the earlier of the Distribution Date and the Expiration Date (as such terms are hereinafter defined) and (ii) the issuance of 100 Rights (subject to adjustment as provided herein) with respect to each share of Series A Preferred Stock that shall become outstanding between the Record Date and the earlier of the Distribution Date and the Expiration Date; provided, however, that Rights may be issued with respect to shares of Common Stock or Series A Preferred Stock issued or disposed of after the Distribution Date and prior to the Expiration Date in accordance with Section 22;
WHEREAS, the Company is a party to that certain Share Purchase Agreement, dated as of September 18, 2026 (as amended from time to time, the “SPA”), between the Company and MWP Entertainment Group, LLC, a Nevada limited liability company (the “Investor”), pursuant to which the Company has agreed, among other things, that neither the Company nor any other Person shall make or enforce any claim that the Investor is an “Acquiring Person” under this Agreement; and
WHEREAS, the Company has authorized the issuance of Series A Preferred Stock to the Investor under the SPA, each share of which is convertible into 100 shares of Common Stock and carries voting rights equivalent to 100 shares of Common Stock, and the Board of Directors has determined that this Agreement shall account for the voting power differential of such Series A Preferred Stock in determining beneficial ownership thresholds;
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions. For purposes of this Agreement, in addition to the terms defined elsewhere herein, the following terms have the meanings indicated below:
(a) “Acquiring Person” shall mean any Person who or which shall be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (counting all shares of Series A Preferred Stock on an -as-converted-to-Common-Stock basis, such that each share of Series A Preferred Stock shall be deemed to represent 100 shares of Common Stock for purposes of this calculation) or 15% or more of the total Voting Power of the Company (whichever results in a lower threshold being triggered), but shall not include an Exempt Person; provided, however, that:
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(i) if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an “Acquiring Person” became the Beneficial Owner of a number of shares of Common Stock (or securities convertible into or exercisable for Common Stock, including Series A Preferred Stock counted on an -as-converted basis) such that such Person would otherwise qualify as an “Acquiring Person” inadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned that number of shares of Common Stock (on an -as-converted basis) that would otherwise cause such Person to be an “Acquiring Person” or (B) such Person was aware of the extent of its Beneficial Ownership but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and without any intention of obtaining, changing or influencing control of the Company, then such Person shall not be deemed to be or to have become an “Acquiring Person” for any purposes of this Agreement unless and until such Person shall have failed to divest itself, as soon as practicable (as determined in good faith by the Board of Directors of the Company), of Beneficial Ownership of a sufficient number of shares of Common Stock (or securities convertible into Common Stock) so that such Person would no longer otherwise qualify as an “Acquiring Person”;
(ii) if, as of the date hereof or prior to the first public announcement of the adoption of this Agreement, any Person is or becomes the Beneficial Owner of 15% or more of the shares of Common Stock outstanding (on an -as-converted basis) or 15% or more of the total Voting Power, such Person shall not be deemed to be or to become an “Acquiring Person” unless and until such time as such Person shall, after the first public announcement of the adoption of this Agreement, become the Beneficial Owner of any additional shares of Common Stock or any additional Voting Power (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), unless, upon becoming the Beneficial Owner of such additional shares or Voting Power, such Person is not then the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (on an -as-converted basis) or 15% or more of the total Voting Power;
(iii) no Person shall become an “Acquiring Person” solely as a result of any unilateral grant of any security by the Company or through the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to its directors, officers and employees;
(iv) no Person shall become an “Acquiring Person” solely as the result of an acquisition or cancellation of shares of Common Stock by the Company which, by reducing the number of shares of Common Stock outstanding, increases the proportion of the shares of Common Stock (or Voting Power) beneficially owned by such Person to 15% or more of the Common Stock then outstanding (on an -as-converted basis) or 15% or more of the total Voting Power; provided, however, that if a Person shall become the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (on an -as-converted basis) or 15% or more of the total Voting Power by reason of such share acquisitions or cancellations by the Company and shall thereafter become the Beneficial Owner of any additional shares of Common Stock or additional Voting Power (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), then such Person shall be deemed to be an “Acquiring Person” unless upon becoming the Beneficial Owner of such additional shares or Voting Power such Person does not beneficially own 15% or more of the shares of Common Stock then outstanding (on an -as-converted basis) or 15% or more of the total Voting Power; and
(v) no Person shall become an “Acquiring Person” solely as the result of a transaction approved by the Board of Directors of the Company prior to such Person becoming an Acquiring Person.
(b) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule -12b-2 of the General Rules and Regulations under the Exchange Act.
(c) A Person shall be deemed the “Beneficial Owner” of, shall be deemed to have “Beneficial Ownership” of and shall be deemed to “beneficially own” any securities:
(i) which such Person or any of such Person’s Affiliates or Associates is deemed to beneficially own, directly or indirectly, within the meaning of Rule -13d-3 of the General Rules and Regulations under the Exchange Act;
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(ii) which such Person or any of such Person’s Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time or upon the satisfaction of one or more conditions) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (w) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase, (x) securities which such Person has a right to acquire upon the exercise of Rights at any time prior to the time that any Person becomes an Acquiring Person, (y) securities issuable upon the exercise of Rights from and after the time that any Person becomes an Acquiring Person if such Rights were acquired by such first Person or any of such first Person’s Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof (“Original Rights”) or pursuant to Section 11 with respect to an adjustment to Original Rights, or (z) securities which such Person or any of such Person’s Affiliates or Associates may acquire, does or do acquire or may be deemed to have the right to acquire, pursuant to any merger or other acquisition agreement between the Company and such Person (or one or more of such Person’s Affiliates or Associates) if such agreement has been approved by the Board of Directors of the Company prior to such Person’s becoming an Acquiring Person; or (B) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security by reason of such agreement, arrangement or understanding if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report);
(iii) which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate of such other Person) and with respect to which such first Person or any of such first Person’s Affiliates or Associates has (x) any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to Section 1(c)(ii)(B)) or disposing of such securities or (y) any agreement, arrangement or understanding to cooperate in obtaining, changing or influencing control of the issuer of such securities; and
(iv) any securities convertible into or exercisable or exchangeable for shares of Common Stock (including, without limitation, shares of Series A Preferred Stock, which for purposes of this Agreement shall be deemed to represent the number of shares of Common Stock into which such shares are then convertible, i.e., 100 shares of Common Stock per share of Series A Preferred Stock (as such ratio may be adjusted from time to time)) which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly, shall be counted on an -as-converted basis as Beneficial Ownership of the corresponding number of shares of Common Stock; provided, however, that no Person who is an officer, director or employee of an Exempt Person shall be deemed, solely by reason of such Person’s status or authority as such, to be the “Beneficial Owner” of, to have “Beneficial Ownership” of or to “beneficially own” any securities that are “beneficially owned” (as defined in this Section 1(c)), including, without limitation, in a fiduciary capacity, by an Exempt Person or by any other such officer, director or employee of an Exempt Person.
(d) “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.
(e) “Close of Business” on any given date shall mean 5:00 P.M., New York City time, on such date; provided, however, that if such date is not a Business Day it shall mean 5:00 P.M., New York City time, on the next succeeding Business Day.
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(f) “Common Stock” when used with reference to the Company shall mean the common stock, par value $0.0001 per share, of the Company. “Common Stock” when used with reference to any Person other than the Company shall mean the common stock (or, in the case of any entity other than a corporation, the equivalent equity interest) with the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such -first-mentioned Person.
(g) “Current Value” shall have the meaning set forth in Section 11(a)(iii) hereof.
(h) “Distribution Date” shall have the meaning set forth in Section 3 hereof.
(i) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(j) “Exempt Person” shall mean (i) the Company or any Subsidiary of the Company, in each case including, without limitation, in its fiduciary capacity, (ii) any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity or trustee holding (or acting in a fiduciary capacity in respect of) Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company, (iii) the Investor and any of its Affiliates, in each case solely by virtue of its acquisition, ownership and/or disposition of securities of the Company pursuant to the SPA or any other agreement between the Company, on the one hand, and the Investor or any of its Affiliates, on the other hand, approved by the Board of Directors of the Company (including, without limitation, the Option Agreement (as defined in the SPA)), and (iv) any Person to whom the Investor assigns or transfers its rights under the Option Agreement (as defined in the SPA) in accordance with the terms thereof, and any Affiliate of such Person, in each case solely by virtue of such Person’s acquisition, ownership and/or disposition of securities of the Company pursuant to the Option Agreement.
(k) “Expiration Date” shall have the meaning set forth in Section 7 hereof.
(l) “Flip-In Event” shall have the meaning set forth in Section 11(a)(ii) hereof.
(m) “Person” shall mean any individual, firm, corporation, partnership, limited liability company, trust, association, joint venture or other entity, and shall include any successor (by merger or otherwise) to such entity.
(n) “Purchase Price” shall have the meaning set forth in Section 7(b) hereof.
(o) “Record Date” shall have the meaning set forth in the recitals hereto.
(p) “Redemption Date” shall have the meaning set forth in Section 7 hereof.
(q) “Redemption Price” shall have the meaning set forth in Section 23 hereof.
(r) “Right” shall have the meaning set forth in the recitals hereto.
(s) “Right Certificate” shall have the meaning set forth in Section 3 hereof.
(t) “Securities Act” shall mean the Securities Act of 1933, as amended.
(u) “Series A Preferred Stock” shall mean the Series A Preferred Stock, par value $0.0001 per share, of the Company, each share of which has the right to receive dividends equal to, a number of votes equal to, and the right to convert into, 100 shares of Common Stock.
(v) “Stock Acquisition Date” shall mean the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors of the Company shall become aware of the existence of an Acquiring Person.
(w) “Subsidiary” of any Person shall mean any corporation or other entity of which securities or other ownership interests having ordinary voting power sufficient to elect a majority of the board of directors or other persons performing similar functions are beneficially owned, directly or indirectly, by such Person, and any corporation or other entity that is otherwise controlled by such Person.
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(x) “Trading Day” shall mean a day on which the principal Trading Market on which the Common Stock is listed or admitted to trading is open for the transaction of business or, if the Common Stock is not listed or admitted to trading on any Trading Market, a Business Day.
(y) “Trading Market” shall mean the OTC Markets (including OTC Pink, OTCQB and OTCQX) or any national securities exchange on which the Common Stock may then be listed or admitted to trading (or any successors to any of the foregoing).
(z) “Voting Power” shall mean, at any time, the aggregate votes entitled to be cast by the holders of all securities of the Company then outstanding which entitle the holders thereof to vote generally in the election of directors of the Company, with the number of votes attributable to any security determined by reference to the voting rights of such security (including, for the avoidance of doubt, Series A Preferred Stock, each share of which shall be deemed to carry votes equal to 100 shares of Common Stock). For the purposes of determining the percentage of total Voting Power beneficially owned by any Person, the formula shall be: 100 × (aggregate votes attaching to securities beneficially owned by such Person ÷ aggregate votes attaching to all outstanding voting securities of the Company).
Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date be the holders of Common Stock and the holders of Series A Preferred Stock) in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such -co-Rights Agents as it may deem necessary or desirable. In the event the Company appoints one or more -co-Rights Agents, the respective duties of the Rights Agent and any -co-Rights Agents shall be as the Company shall determine. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such -co-Rights Agent.
Section 3 .Issue of Right Certificates.
(a) Until the Close of Business on the earlier of (i) the tenth Business Day after the Stock Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates being herein referred to as the “Distribution Date”; provided, however, that the Distribution Date shall in no event be prior to the Record Date), (x) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the Common Stock registered in the names of the holders thereof (or by book entry shares in respect of such Common Stock) and, with respect to the Series A Preferred Stock, by the certificates representing the Series A Preferred Stock registered in the names of the holders thereof (or by book entry shares in respect of such Series A Preferred Stock), in each case at a ratio of one Right per share of Common Stock and 100 Rights per share of Series A Preferred Stock, respectively, and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock or Series A Preferred Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, and to each record holder of Series A Preferred Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto, evidencing 100 Rights (subject to adjustment as provided herein) for each share of Series A Preferred Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
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(b) With respect to certificates representing Common Stock (or book entry shares of Common Stock) outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof (or such book entry shares). With respect to certificates representing Series A Preferred Stock (or book entry shares of Series A Preferred Stock) outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof (or such book entry shares) at a ratio of 100 Rights per share of Series A Preferred Stock. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate representing Common Stock (or any book entry shares of Common Stock) outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented thereby, and the surrender for transfer of any certificate representing Series A Preferred Stock (or any book entry shares of Series A Preferred Stock) outstanding on the Record Date shall also constitute the transfer of the 100 Rights per share of Series A Preferred Stock associated with the Series A Preferred Stock represented thereby.
(c) Rights shall, without any further action, be issued in respect of all shares of Common Stock and Series A Preferred Stock issued or disposed of by the Company after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date (at a ratio of one Right per share of Common Stock and 100 Rights per share of Series A Preferred Stock, respectively) or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (or book entries for Common Stock) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially as follows, and certificates issued for Series A Preferred Stock (or book entries for Series A Preferred Stock) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall bear a similar legend, appropriately modified to reflect that each share of Series A Preferred Stock evidences 100 Rights:
This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Bravo Multinational Incorporated (the “Company”) and Transfer Online, Inc., as Rights Agent, dated as of September 18, 2026 and as amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.
Notwithstanding paragraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Section 4. Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the form of Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of this Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of -shares of Common Stock as shall be set forth therein at the Purchase Price set forth therein.
Section 5. Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, or any Vice President, either manually or by facsimile or electronic signature, and shall be attested by the Secretary or an Assistant Secretary of the Company. The Right Certificates shall be manually or by facsimile countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Right Certificates upon exercise or transfer, books for registration and transfer of the Right Certificates issued hereunder.
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Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.
(a) Subject to the provisions of this Agreement, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on the Expiration Date, any Right Certificate or Right Certificates may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates, entitling the registered holder to purchase a like number of -shares of Common Stock as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase.
(b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will make and deliver a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
(a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase duly executed, to the Rights Agent, together with payment of the Purchase Price for each share of Common Stock as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 18, 2030 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the “Expiration Date”).
(b) The “Purchase Price” for each share of Common Stock pursuant to the exercise of a Right shall initially be $0.0195, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the number of -shares of Common Stock to be purchased and an amount equal to any applicable transfer tax, in cash or by certified or bank check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) requisition from any transfer agent for the Common Stock certificates representing the number of -shares of Common Stock to be purchased (and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests), and (ii) after receipt of such certificates, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder.
(d) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a -Flip-In Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(d), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
Section 8. Cancellation and Destruction of Right Certificates. All Right Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement.
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Section 9. Availability of Common Stock. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Agreement. The Company further covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock delivered upon exercise of Rights shall, at the time of delivery, be duly and validly authorized and issued and fully paid and nonassessable.
Section 10. Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock or other securities is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open.
Section 11. Adjustment of Purchase Price, Number and Kind of Shares and Number of Rights.
(a)
(i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Stock payable in shares of Common Stock, (B) subdivide the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the adjusted Purchase Price, the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification.
(ii) Subject to Section 24 hereof, in the event that any Person becomes an Acquiring Person (a “Flip-In Event”), then, from and after the first occurrence of such Flip-In Event, each holder of a Right, except as provided in Section 7(d), shall thereafter have the right to receive, upon exercise thereof at a price equal to the then-current Purchase Price multiplied by the number of shares of Common Stock for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then-current Purchase Price by the number of shares of Common Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per share of Common Stock on the date of such -Flip-In Event (such number being referred to herein as the “Adjustment Shares”).
(iii) In the event that the number of shares of Common Stock which are authorized by the Company’s articles of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with Section 11(a)(ii), the Company shall determine the excess of the value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over the Purchase Price (such excess, the “Spread”), and with respect to each Right make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, one or more of the following: (1) Common Stock with an aggregate current market value equal to the Current Value, (2) cash, (3) a reduction in the Purchase Price, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing.
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(b) In the event the Company shall at any time after the date of this Agreement fix a record date for the issuance of a dividend on the Common Stock payable in shares of Common Stock or effect a subdivision or combination of the outstanding shares of Common Stock, the Purchase Price in effect after such record date or effective date shall be the Purchase Price in effect immediately prior thereto multiplied by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such event, and each Right outstanding shall represent the right to purchase a proportionally adjusted number of -shares of Common Stock thereafter.
(c) For the purpose of any computation hereunder, the “Current Market Price” per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to and including such date. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported on the Trading Market, or, if the Common Stock is not then listed or admitted to trading on any Trading Market, the average of the highest reported bid and lowest reported asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board of Directors of the Company.
(d) Anything herein to the contrary notwithstanding, no adjustment of the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 hereof, the Company shall promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, and promptly file with the Rights Agent and with each transfer agent for the Common Stock a copy of such certificate.
Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power.
(a) In the event that, following the Stock Acquisition Date, directly or indirectly, (i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11 hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (ii) any Person shall merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or securities representing fifty percent (50%) or more of the assets or generating fifty percent (50%) or more of the operating income or cash flow of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company), then, and in each such case, proper provision shall be made so that each holder of a Right (other than Rights that have become void pursuant to Section 7(d) hereof) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-current Purchase Price multiplied by the number of -shares of Common Stock for which a Right is then exercisable, such number of shares of Common Stock of such other Person (the “Principal Party”) as shall equal the result obtained by (1) multiplying the then-current Purchase Price by the number of -shares of Common Stock for which a Right is then exercisable and (2) dividing that product by 50% of the Current Market Price per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer.
(b) The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in this Section 13 and further providing that the Principal Party at its own expense shall prepare and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights.
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Section 14. Fractional Rights and Fractional Shares. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates an amount in cash equal to the same fraction of the current market value of a whole Right. The Company shall not be required to issue fractions of shares of Common Stock (other than fractions which are integral multiples of one one-hundredth of a share of Common Stock) upon exercise of the Rights.
Section 15. Rights of Action. All rights of action in respect of this Agreement are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of the Common Stock and the Series A Preferred Stock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock or the Series A Preferred Stock), without the consent or joinder of the Rights Agent or of the holder of any other Right Certificate, may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement.
Section 16. Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of Common Stock or Series A Preferred Stock (at a ratio of 100 Rights per share of Series A Preferred Stock); (b) after the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer; (c) the Company and the Rights Agent may deem and treat the Person in whose name a Right Certificate is registered as the absolute owner thereof for all purposes whatsoever; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction.
Section 17. Right Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof.
Section 18. Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees incurred in the administration and execution of this Agreement. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement. The Rights Agent shall be protected and shall incur no liability for any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or other document believed by it to be genuine.
Section 19. Merger or Consolidation or Change of Name of Rights Agent. Any corporation or entity into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any corporation or entity resulting from any merger or consolidation to which the Rights Agent shall be a party, or any corporation or entity succeeding to the stockholder services business of the Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation or entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof.
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Section 20. Duties of Rights Agent. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions: (a) The Rights Agent may consult with legal counsel and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking any action hereunder, such fact or matter may be deemed to be conclusively proved and established by a certificate signed by an authorized officer of the Company. (c) The Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct. (d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Right Certificates (except its countersignature thereof) or be required to verify the same. (e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent).
Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days’ notice in writing. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Any successor Rights Agent, whether appointed by the Company or by a court, shall be a corporation or other entity organized and doing business under the laws of the United States or any state thereof, in good standing, authorized under such laws to exercise corporate trust or stock transfer powers, and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000.
Section 22. Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of Common Stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock or Series A Preferred Stock following the Distribution Date and prior to the Expiration Date, the Company shall, with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options, or under any employee plan or arrangement, or upon exercise, conversion or exchange of securities, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; and, with respect to shares of Series A Preferred Stock so issued or sold (including upon the exercise, conversion or exchange of securities), issue Right Certificates representing 100 Rights for each share of Series A Preferred Stock so issued or sold.
Section 23. Redemption.
(a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date and (ii) the Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.0001 per Right (the “Redemption Price”), appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock or such other form of consideration as the Board of Directors shall determine.
(b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock.
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Section 24. Exchange.
(a) The Board of Directors of the Company may, at its option, at any time after the first occurrence of a -Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding (on an -as-converted basis, with each share of Series A Preferred Stock counting as 100 shares of Common Stock) or 50% or more of the total Voting Power of the Company.
(b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange.
Section 25. Notice of Certain Events. In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock (other than a regular periodic cash dividend), (ii) to offer to the holders of its Common Stock rights or warrants to subscribe for or to purchase any additional shares of Common Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Stock, (iv) to effect any consolidation or merger, or to effect any sale or other transfer of fifty percent (50%) or more of the assets of the Company and its Subsidiaries (taken as a whole) to any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action at least ten (10) days prior to the record date for purposes of such action or ten (10) days prior to the date of the taking of such proposed action, whichever shall be the earlier.
Section 26. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:
Bravo Multinational Incorporated
2020 General Booth Blvd, Unit 230
Virginia Beach, VA 23454
Attention: Corporate Secretary
Notices or demands authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows:
Transfer Online, Inc.
512 SE Salmon Street
Portland, OR 97214
Attention: Shareholder Services (BRVO)
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Section 27. Supplements and Amendments.
(a) Prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of Right Certificates in order to (i) cure any ambiguity, (ii) correct or supplement any provision contained herein that may be defective or inconsistent with any other provision herein, (iii) shorten or lengthen any time period hereunder, or (iv) change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that no such supplement or amendment shall adversely affect the interests of the holders of the Rights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person) and no such amendment may cause this Agreement to become amendable other than in accordance with this Section 27.
(b) From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity, correct any defect or supplement any inconsistency; provided, however, that no such supplement or amendment shall adversely affect the interests of the holders of the Rights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person).
Section 28. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.
Section 29. Benefits of This Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, registered holders of the Common Stock and Series A Preferred Stock) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, registered holders of the Common Stock and Series A Preferred Stock).
Section 30. Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with Section 1(a) hereof. For purposes of determining whether any Person is the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, all shares of Series A Preferred Stock beneficially owned by such Person shall be counted on an -as-converted-to-Common-Stock basis (i.e., each share of Series A Preferred Stock shall be deemed to represent 100 shares of Common Stock). The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement. All such actions, calculations, interpretations and determinations which are done or made by the Board in good faith shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties.
Section 31. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that if any such term, provision, covenant or restriction is held to be invalid, void or unenforceable and the Board of Directors determines in its good faith judgment that severing the invalid language from this Agreement would adversely affect the purpose or effect of this Agreement, the right of redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the Close of Business on the tenth (10th) day following the date of such holding.
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Section 32. Governing Law. This Agreement, each Right and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Wyoming and for all purposes shall be governed by and construed in accordance with the internal laws of the State of Wyoming, without regard to the conflict of laws principles thereof. Each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Wyoming for the adjudication of any dispute hereunder or in connection herewith.
Section 33. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
Section 34. Descriptive Headings; Interpretation. Descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. For purposes of this Agreement, all references to percentages of beneficial ownership of Common Stock shall be calculated on an -as-converted basis as described in Section 1(a) hereof, with each share of Series A Preferred Stock counting as 100 shares of Common Stock.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
BRAVO MULTINATIONAL INCORPORATED
By:/s Grant Cramer
Name: Grant Cramer
Title: Authorized Officer
TRANSFER ONLINE, INC., as Rights Agent
By:
Name:
Title:
[Signature Page to Rights Agreement]
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EXHIBIT A
FORM OF RIGHT CERTIFICATE
Certificate No. R-[●]
[●] Rights
NOT EXERCISABLE AFTER SEPTEMBER 18, 2030 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.0001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.
This certifies that [●], or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of September 18, 2026 (as amended from time to time, the “Rights Agreement”), between Bravo Multinational Incorporated, a Wyoming corporation (the “Company”), and Transfer Online, Inc., as Rights Agent (the “Rights Agent”), to purchase from the Company at any time prior to the Expiration Date (as defined in the Rights Agreement), one -fully paid non-assessable share of Common Stock, par value $0.0001 per share, of the Company, at a purchase price of $0.0195 per -share of Common Stock (the “Purchase Price”), upon surrender of this Right Certificate and payment of the Purchase Price at any office or agency of the Rights Agent designated for such purpose, subject to adjustment and to the other terms and provisions of the Rights Agreement.
This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the offices of the Rights Agent.
Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at a redemption price of $0.0001 per Right or may be exchanged for shares of Common Stock of the Company.
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Exhibit A-1
BRAVO MULTINATIONAL INCORPORATED
By:
Name:
Title:
COUNTERSIGNED:
TRANSFER ONLINE, INC.,as Rights Agent
By:
Name:
Title:
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Exhibit A-2
[FORM OF REVERSE SIDE OF RIGHT CERTIFICATE]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the Right Certificate.)
FOR VALUE RECEIVED [●] hereby sells, assigns and transfers unto [●] [Name and Address of Transferee]
[●] Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint [●] Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution.
Dated: [●]
By:
Name: [●]
Title: [●]
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Exhibit A-3
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise the Right Certificate.)
To Bravo Multinational Incorporated:
The undersigned hereby irrevocably elects to exercise [●] Rights represented by this Right Certificate to purchase the shares of Common Stock (or such other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of and delivered to:
[Name and Address] [●]
If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:[●]
Dated: [●]
By:
Name: [●]
Title: [●]
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Exhibit 10.1
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this “Agreement”) is dated as of September 18, 2026 (the “Closing Date”), between Bravo Multinational Incorporated, a Wyoming corporation (the “Company”), and MWP Entertainment Group, LLC, a Nevada limited liability company (the “Investor”). Capitalized terms used herein shall have the respective meanings set forth in Section 1.1.
WHEREAS, the Company has authorized, but not issued, an unlimited number of shares of Series A Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), with each share of Preferred Stock having the right to receive dividends equal to, a number of votes with respect to all matters submitted to a vote of holders of Common Stock (with the Preferred Stock and Common Stock voting as a single class) equal to, and the right to convert into, 100 shares of Common Stock;
WHEREAS, at the Closing, in exchange for the Company’s issuance of the Shares, (a) the Investor will invest $400,000 in cash (the “Cash Investment Amount”), (b) the Investor will forgive the Loan, and (c) the Investor will grant to the Company a perpetual, worldwide, fully paid-up and royalty free license of certain exploitation rights and streaming platform technology, in accordance with the Content License Agreement and Software License Agreement in the form attached hereto as Exhibit A (the “Content License Agreement” and the “Software License Agreement”, respectively, and collectively, the “Licenses”) valued at $2,500,000 (representing a discounted value of the Licenses);
WHEREAS, at the Closing, the Company will grant an option to Investor to purchase additional shares of Common Stock, pursuant to the Option Agreement substantially in the form attached hereto as Exhibit B (the “Option Agreement”); and
WHEREAS, prior to the execution of this Agreement, the Company adopted a Shareholders Rights Plan in the form attached hereto as Exhibit C (the “Shareholders Rights Plan”);
NOW, THEREFORE, IN CONSIDERATION of the foregoing premises and the mutual representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:
ARTICLE I. DEFINITIONS
1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:
“Acquiring Person” shall have the meaning ascribed to such term in Section 4.3.
“Action” shall have the meaning ascribed to such term in Section 3.1(n).
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“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Agreement” shall have the meaning ascribed to such term in the preamble.
“Board of Directors” means the board of directors of the Company.
“Board Reconstitution” means the reconstitution of the Board of Directors, such that the Board of Directors is comprised of the individuals set forth on Schedule I hereto.
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.
“Cash Investment Amount” shall have the meaning ascribed to such term in the recitals.
“Closing Date” shall have the meaning ascribed to such term in the preamble.
“Commission” means the United States Securities and Exchange Commission.
“Common Stock” means the common stock of the Company, par value $0.0001 per share.
“Common Stock Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Common Stock Price” means $0.0195, representing the volume-weighted average price for the Common Stock on the principal Trading Market during the ten trading days beginning at 9:30:00 a.m., New York time, on September 3, 2026 and ended at 4:00:00 p.m., New York time, on September 17, 2026, as reported by Bloomberg through its “VWAP” function.
“Company” shall have the meaning ascribed to such term in the preamble.
“Company Counsel” means Jones & Haley, P.C.
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“Consideration” means $3,161,000, consisting of (a) the Licenses, having a discounted agreed value of $2,500,000, (b) the Cash Investment Amount, and (c) the forgiveness of the Loan in the aggregate amount of $261,000.
“Content License Agreement” shall have the meaning ascribed to such term in the recitals.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Financial Statements” shall have the meaning ascribed to such term in Section 3.1(l).
“Fundamental Representations” means the representations set forth in Sections 3.1(a)-(h), 3.1(j), 3.1(k), 3.1(o), 3.1(q), 3.1(r) and 3.2(a).
“Intellectual Property” means all intellectual property or proprietary rights of any kind, type or nature, arising anywhere in the world, including the following, whether registered or unregistered: (a) trademarks and service marks, trade dress, product configurations, trade names and other indications of origin, applications or registrations in any jurisdiction pertaining to the foregoing and all goodwill associated therewith; (b) inventions, whether patentable or not, and all patents, industrial designs, and utility models, and all applications pertaining to the foregoing, in any jurisdiction, including re-issues, continuations, divisionals, continuations-in-part, re-examinations, renewals and extensions; (c) trade secrets, know-how, methodology, models, algorithms, formulae, systems, processes, methods, data, databases, customer and vendor lists and other proprietary and confidential information; (d) computer software, including source code and object code, firmware, operating systems, user interfaces, application programming interfaces, virtualization environments, algorithms, subroutines, APIs, tools, platforms, plug-ins, modules, apps, databases, metadata and data, templates and formulas, libraries, and specifications; (e) copyrights and any other original works of authorship in any medium, including applications or registrations in any jurisdiction for the foregoing and all moral rights in the foregoing; and (f) domain names.
“Investor” shall have the meaning ascribed to such term in the preamble.
“Investor Party” shall have the meaning ascribed to such term in Section 4.4.
“Knowledge” of the Company means the actual knowledge, without duty of inquiry, of the Chief Executive Officer and Chief Financial Officer of the Company.
“Licenses” shall have the meaning ascribed to such term in the recitals.
“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Loan” means the loan, in the aggregate amount of $261,000, made by Investor to the Company, or as payments to third parties on behalf of the Company, in several installments to fund certain expenses and liabilities of the Company, including $100,000 of the amount payable by the Company pursuant to Section 5.1.
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“Option Agreement” shall have the meaning ascribed to such term in the recitals.
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Preferred Stock” shall have the meaning ascribed to such term in the recitals.
“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.
“Sanctions” means any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council or any other relevant governmental authority.
“SEC Reports” means all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein).
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares” means 1,621,026 shares of Preferred Stock, which number of shares of Preferred Stock equals (a) the Consideration, divided by the Common Stock Price, divided by (b) 100.
“Software License Agreement” shall have the meaning ascribed to such term in the recitals.
“Subsidiary” means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.
“Trading Day” means a day on which the principal Trading Market is open for trading.
“Trading Market” means the OTC Markets (including OTC Pink, OTCQB and OTCQX) (or any successors to any of the foregoing).
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“Transaction Documents” means this Agreement, the Licenses, the Option Agreement, the Shareholders Rights Plan, all exhibits and schedules thereto and hereto and any other documents, instruments or agreements executed or delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement.
ARTICLE II. PURCHASE AND SALE
2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, concurrently with the execution and delivery of this Agreement by the parties hereto, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, the Shares. The Company shall deliver to the Investor the Shares, and the Company and the Investor shall deliver the other items set forth in Section 2.2 that are deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in this Agreement, the Closing shall take place remotely via the exchange of final documents and signature pages on the date of this Agreement, simultaneously with the execution and delivery of this Agreement.
2.2 Deliveries.
(a) On the Closing Date, the Company shall deliver or cause to be delivered to the Investor the following:
(i) this Agreement duly executed by the Company;
(ii) a secretary’s certificate of the Company in a form reasonably acceptable to the Investor;
(iii) a certificate evidencing the Shares, registered in the name of the Investor, or, at the election of the Investor, evidence of the issuance of the Shares hereunder as held in book-entry form and registered in the name of the Investor, which evidence shall be reasonably satisfactory to the Investor;
(iv) evidence reasonably satisfactory to the Investor that the Board Reconstitution has occurred;
(v) the Content License Agreement duly executed by the Company;
(vi) the Software License Agreement duly executed by the Company; and
(vii) the Option Agreement duly executed by the Company.
(b) On the Closing Date, the Investor shall deliver or cause to be delivered to the Company the following:
(i) this Agreement duly executed by the Investor;
(ii) the Content License Agreement duly executed by the Investor;
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(iii) the Software License Agreement duly executed by the Investor;
(iv) the Option Agreement duly executed by the Investor; and
(v) evidence that the Loan has been forgiven or otherwise cancelled.
ARTICLE III. REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to the Investor:
(a) No Subsidiaries. The Company does not have any Subsidiaries and does not own, directly or indirectly, any equity interest in, or any security of, or any other investment in, any other Person.
(b) Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation or default of any of the provisions of its articles of incorporation, bylaws or other organizational documents.
(c) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(d) Company Status. Other than as disclosed in the SEC Reports, the Company has no operations and conducts no business other than activities incident to its organization, the maintenance of its existence and the negotiation and consummation of the transactions contemplated by the Transaction Documents.
(e) No Undisclosed Material Assets. Other than as disclosed in the SEC Reports, except the rights of the Company under this Agreement and the other Transaction Documents, and immaterial assets incident to the Company’s organization and maintenance of its corporate existence, the Company has no assets, whether tangible or intangible.
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(f) No Undisclosed Liabilities. Other than as disclosed in the SEC Reports, the Company has no liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise) except for (i) the Loan to be forgiven by the Investor hereunder, (ii) liabilities reflected or reserved against in the Financial Statements, and (iii) liabilities incurred in the ordinary course since the date of the Financial Statements that are not, individually or in the aggregate, material.
(g) No Undisclosed Operations. Other than as disclosed in the SEC Reports, the Company does not have any employees, does not own or lease any real property, does not own any material personal property and does not have any material contracts or obligations other than this Agreement and the other Transaction Documents. The Company has provided the Investor with true, correct and complete copies of all contracts and agreements to which the Company is a party or by which it is bound.
(h) No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s articles of incorporation, bylaws or other organizational documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected.
(i) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents.
(j) Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws. The Company has reserved from its authorized but unissued shares of Preferred Stock a number of shares sufficient to issue all of the Shares.
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(k) Capitalization. The authorized capitalization of the Company is as set forth in the SEC Reports. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the issuance and sale of the Shares, there are no outstanding options, warrants, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or Preferred Stock of the Company. The issuance and sale of the Shares will not obligate the Company to issue shares of Common Stock, Preferred Stock or other securities to any Person (other than the Investor). No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Knowledge of the Company, between or among any of the Company’s stockholders.
(l) SEC Reports; Financial Statements. The Company has filed all SEC Reports on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not materially misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
(m) Absence of Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or would reasonably be expected to have a material adverse effect on the Company, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than trade payables and accrued expenses incurred in the ordinary course of business, (iii) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (iv) the Company has not issued any equity securities to any officer, director or Affiliate.
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(n) Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or threatened against or affecting the Company or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (collectively, an “Action”). Neither the Company nor any director or officer thereof is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There are no outstanding judgments, decrees, injunctions or orders of any court, governmental agency or arbitration tribunal against or affecting the Company.
(o) Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.
(p) Trading Market Compliance. The issuance and sale of the Shares hereunder does not contravene the rules and regulations of the Trading Market.
(q) Investment Company. The Company is not, and is not an Affiliate of, and immediately following the issuance of the Shares, will not be, or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
(r) Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar antitakeover provision under the Company’s articles of incorporation (or similar charter documents) or the laws of the State of Wyoming that is or would become applicable to the Investor as a result of the Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance and sale of the Shares and the Investor’s ownership of the Shares.
(s) Disclosure. All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business and the transactions contemplated hereby, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that the Investor makes no representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.
(t) Solvency. The Company has no Knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date.
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(u) Tax Status. The Company (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.
(v) No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Shares under this Agreement by any form of general solicitation or general advertising. The Company has offered the Shares for sale only to the Investor and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.
(w) Sanctions Compliance. Neither the Company nor any of its directors or officers, nor, to the Knowledge of the Company, any agent or employee of the Company, is a Person that is, or is owned or controlled by Persons that are: (i) the subject of any Sanctions, or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of comprehensive Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine). The Company will not, directly or indirectly, use the proceeds of the transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person that is the subject of any Sanctions or in any country or territory that is the subject of comprehensive Sanctions.
(x) Loan. The Company hereby acknowledges that the Loan was previously made by the Investor in several installments to fund certain expenses and liabilities of the Company, and that the Loan is a legally valid and binding obligation and liability of the Company owed to the Investor.
(y) Non-Infringement. Except as would not reasonably be expected to have a material adverse effect on the Company, to the Knowledge of the Company, (i) as of the date hereof, no Person is infringing, diluting, misappropriating, or otherwise violating any Intellectual Property owned or purported to be owned by the Company and (ii) the Company and the operation of its business as conducted during the past six years are not infringing, diluting, misappropriating or otherwise violating, and have not during the past six years infringed, diluted, misappropriated or otherwise violated, any Intellectual Property of any other Person. Except as would not reasonably be expected to have a material adverse effect on the Company, in the past six years, the Company has not sent to or received from any other Person any written charge, complaint, claim, demand, notice or other communication alleging interference, infringement, dilution, misappropriation or violation of the Intellectual Property of any Person.
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3.2 Representations and Warranties of the Investor. The Investor hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):
(a) Organization; Authority. The Investor is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Investor of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Investor. Each Transaction Document to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Investor, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b) Experience of the Investor. The Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the Shares, and has so evaluated the merits and risks of such Shares. The Investor is able to bear the economic risk of ownership of the Shares and, at the present time, is able to afford a complete loss of such investment.
ARTICLE IV. OTHER AGREEMENTS OF THE PARTIES
4.1 Cash Investment Amount. The Investor shall pay and deliver (or cause to be paid and delivered) to the Company the Cash Investment Amount, by wire transfer of immediately available funds to an account specified by the Company, on or before October 5, 2026; provided, however, that, in the event that such payment is not timely made, unless the Board of Directors authorizes an extension of such deadline, 205,128 of the Shares shall, automatically and without any further act or deed on the part of any Person, be deemed to have been forfeited by the Investor and no longer issued or outstanding.
4.2 Disclosure; Publicity. Neither party shall issue any press release nor otherwise make any public statement regarding the transactions contemplated by this Agreement without the prior consent of the other party, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.
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4.3 Shareholders Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that the Investor is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that the Investor could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Shares under the Transaction Documents or under any other agreement between the Company and the Investor.
4.4 Indemnification of Investor. Subject to the provisions of this Section 4.4, the Company will indemnify and hold the Investor and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Investor, and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Investor Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the Investor Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents. If any action shall be brought against the Investor Party in respect of which indemnity may be sought pursuant to this Agreement, the Investor Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Investor Party. Any Investor Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Investor Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of the Investor Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to the Investor Party under this Agreement (y) for any settlement by an Investor Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to the Investor Party’s breach of any of the representations, warranties, covenants or agreements made by the Investor Party in this Agreement or in the other Transaction Documents. The indemnity agreements contained herein shall be the sole and exclusive remedy available to the Investor Party with respect to the matters covered thereby.
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ARTICLE V. MISCELLANEOUS
5.1 Fees and Expenses. The Company shall pay all transaction expenses of the Investor (including, without limitation, the fees and expenses of the Investor’s counsel) exceeding $100,000 at the Closing, it being understood that $100,000 of such expenses have already been paid by the Investor on behalf of the Company. The Company shall also pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Investor.
5.2 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
5.3 Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given if delivered personally, sent via email, mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as may be specified by like notice):
(a) If to the Company:
Bravo Multinational Incorporated
[***]
[***]
[***]
[***]
with copies (which shall not constitute notice) to:
Jones & Haley, P.C.
[***]
[***]
[***]
[***]
(b) If to the Investor:
MWP Entertainment Group, LLC
[***]
[***]
[***]
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with copies (which shall not constitute notice) to:
Willkie Farr & Gallagher LLP
[***]
[***]
[***]
[***]
5.4 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Investor or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any amendment effected in accordance with this Section 5.4 shall be binding upon the Investor, any holder of Shares and the Company.
5.5 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
5.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor (other than by merger). The Investor may assign any or all of its rights under this Agreement to any Person to whom the Investor assigns or transfers any Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred Shares, by the provisions of the Transaction Documents that apply to the Investor.
5.7 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.4 and this Section 5.7.
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5.8 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Wyoming, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of Wyoming. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Wyoming for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.4, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.
5.9 Survival. The representations and warranties contained herein other than Fundamental Representations shall survive the Closing and the delivery of the Shares for a period of one year from the Closing, and shall thereupon terminate, provided that no such termination shall limit the liability for any claim (and only such claim) asserted prior to such termination. The Fundamental Representations shall survive indefinitely.
5.10 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
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5.11 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.12 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever the Investor exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then the Investor may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.
5.13 Replacement of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.
5.14 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Investor and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate.
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5.15 No Other Representations. Each of the parties hereto hereby acknowledges that (a) there are no representations or warranties by or on behalf of any party hereto or any of its respective Affiliates or any other Person other than those expressly set forth in this Agreement and the other Transaction Documents, (b) no party hereto has relied or will rely in respect of this Agreement or the other Transaction Documents upon any representation or warranty or any document or written or oral information previously made available to, furnished to or discovered by it, other than the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, and (c) the parties’ respective rights and obligations with respect to this Agreement and the other Transaction Documents will be solely as set forth in this Agreement and such other Transaction Documents.
5.16 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.
5.17 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
5.18 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE FOREVER TRIAL BY JURY.
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(Signature Pages Follow)
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IN WITNESS WHEREOF, the undersigned parties have duly executed this Share Purchase Agreement as of the date first above written.
BRAVO MULTINATIONAL INCORPORATED
By: /s Grant Cramer
Name: Grant Cramer
Title: Authorized Officer
MWP ENTERTAINMENT GROUP, LLC
By: /s/ Michael Williams
Name: Michael Williams
Title: Chief Executive Officer
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EXHIBIT A
LICENSES
See attached.
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EXHIBIT B
OPTION AGREEMENT
See attached.
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EXHIBIT C
SHAREHOLDERS RIGHTS PLAN
See attached.
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SCHEDULE I
BOARD RECONSTITUTION
Immediately following the Closing, the Board of Directors shall consist of the following directors:
● Michael Williams (Chairman)
● Grant Cramer
● Richard Kaiser
● Jordan Fiksenbaum
● Steven Marshall
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Exhibit 10.2
Content License Agreement
This Content License Agreement (“Agreement”) is entered into as of September 18, 2026 (the “Effective Date”), by and between Bravo Multinational Incorporated, Wyoming corporation (“Licensee”), and MWP Entertainment Group, LLC, a Nevada limited liability company (“Licensor”), and sets forth the terms and conditions between the Parties in connection with the license of certain content set forth in Exhibit A attached hereto (the “Licensed Content”). Licensee and Licensor are individually and collectively referred to herein as “Party” and “Parties” respectively.
1. License Grants.
(a) Subject to the terms and conditions of this Agreement, Licensor grants to Licensee an exclusive, perpetual (subject to termination as set forth in Section 8), worldwide, fully paid-up, royalty-free, sublicensable (only in connection with the conduct of Licensee’s business), non-transferable license to reproduce, distribute, reformat for online delivery, transmit, make available, perform and display (collectively, “exploit”) the Licensed Content on the Content Delivery Service (as defined below) on or via any device now known or hereafter devised. “Content Delivery Service” means a service that provides viewers with on-demand or streaming access to audio-visual content, with or without advertising, transmitted over the Internet.
(b) For promotional purposes in connection with the Licensee, Licensor hereby further grants to Licensee a license, during the Term, to:
(i) create clips, excerpts, trailers, thumbnail images, metadata and other promotional materials of or for the Licensed Content (collectively, the “Licensee Promo Materials”); and
(ii) promote the Licensed Content in any and all media.
(c) As between the Parties, Licensor retains all rights, title, and interest (including all intellectual property and other proprietary rights) in the Licensed Content. There are no implied licenses under this Agreement, and all rights not expressly granted under this Agreement are reserved to their respective owners.
2. Licensee’s Display Obligations and Rights.
(a) Except as otherwise set forth herein, Licensee shall not modify, nor authorize third parties to modify, the Licensed Content without Licensor’s consent, provided that Licensee may technically manipulate (e.g., encode, compress, reformat) the Licensed Content as reasonably necessary to distribute the Licensed Content and allow user-activated or user-initiated overlays, squeezebacks and other advanced functionality (e.g., mosaic channels, picture-in-picture, notifications, social media tools) in connection with the Licensed Content on the Content Delivery Service.
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(b) Licensee shall have the right, in its sole discretion, to determine if, when, where (i.e., on which devices and on which websites, applications or other means) and on which access points all or any of the Licensed Content is exploited, including the packaging and programming related thereto (e.g., groupings by genre and other categories).
(c) Licensee may elect not to exploit any or all of the Licensed Content on any access point, including as a result of any determination by Licensee that any of the Licensed Content may be the subject of a legal issue or claim, or is otherwise inconsistent with Licensee’s business practices, standards or brands.
3. Withdrawal of Content by Licensor.
(a) Licensor shall have the right to withdraw a particular piece of Licensed Content in the event that Licensor reasonably determines there is a bona fide rights or other legal issue.
(b) As soon as commercially practicable following receipt by Licensee of a written notice of withdrawal from Licensor pursuant to Section 3(a), Licensee shall block, or cause to be blocked, the exploitation of the applicable Licensed Content on the Content Delivery Service.
4. Content Protection. Licensee will use or cause to be used industry standard content protection technologies designed to limit unauthorized exploitation of the Licensed Content.
5. Closed Captions. Licensee may create, or arrange for a third party to create, closed captions for any Licensed Content at Licensee’s expense. In connection with such creation, Licensee will use reasonable commercial efforts to ensure that such closed caption and subtitled versions reflect the original version of the applicable Licensed Content.
6. Third Party Payments.
(a) For the avoidance of doubt, as between the Parties, Licensee shall be entitled to receive and retain all revenues, royalties, and other income generated from Licensee’s exploitation of the Licensed Content on or through the Content Delivery Service, and Licensee shall be solely responsible for all costs and expenses incurred in connection with such exploitation.
(b) As between Licensee and Licensor, and to the extent applicable, Licensee shall be responsible for paying any music publishing public performance rights royalties or music publishing public performance rights license fees due in connection with the Content Delivery Service for the musical compositions in the Licensed Content for which the public performing rights are controlled by Broadcast Music Inc., the American Society of Composers, Authors and Publishers and SESAC, Inc. Notwithstanding the foregoing, Licensee and Licensor acknowledge that nothing in this Agreement shall be interpreted as an admission, acknowledgement, or belief that a public performance license is required with respect to Licensee’s activities pursuant to this Agreement.
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(c) Licensee shall be responsible with respect to all other rights related to any musical compositions and/or sound recordings in the Licensed Content, including all so-called synchronization rights and mechanical rights. As between Licensee and Licensor, Licensee shall be responsible for (i) accounting for and/or making any payments to third-party participants in the proceeds of the Licensed Content and to persons appearing in or rendering services in connection therewith; and (ii) all guild payments or residuals payable with respect to the Licensed Content.
7. Enforcement. With respect to any Licensed Content in connection with a Content Delivery Service, Licensor authorizes Licensee to take appropriate action (e.g., issue take-down notices, or pursue litigation) on Licensor’s behalf to prevent or inhibit illegal or unauthorized exploitation of such Licensed Content in connection with a Content Delivery Service. Any such action shall be conducted at Licensor’s expense. In any such action brought by Licensee, Licensor shall, at Licensee’s expense, cooperate with and assist Licensee as reasonably requested, including by joining Licensee and its affiliates as a party to any legal proceedings, provided that if Licensor chooses to engage separate legal counsel from Licensee, Licensor shall bear the cost of such separate legal counsel. Licensee shall provide prompt written notice to Licensor of any infringement or unauthorized use of the Licensed Content in connection with a Content Delivery Service of which it or any of its affiliates is aware. Licensee shall not settle any such legal proceeding without the prior written consent of Licensor, not to be unreasonably withheld, unless such settlement does not admit any liability, and does not place any obligations (including monetary obligations) on Licensor. Any awards from such enforcement action by Licensee in connection with a Content Delivery Service shall first be used to reimburse Licensor for any costs or expenses incurred by Licensor and the remainder shall be retained by, and shall be for the benefit of, Licensee.
8. Term and Termination.
(a) Term. This Agreement shall commence on the Effective Date and, unless terminated earlier as provided in this Section 8, shall continue for so long as any intellectual property or other proprietary rights in any of the Licensed Content remain in effect (the “Term”).
(b) Termination Rights. Either Party may terminate this Agreement (i) immediately upon written notice if the other Party has materially breached the terms and conditions of this Agreement and has failed to cure such material breach within thirty (30) days after receipt of written notice of breach from the non-breaching Party; (ii) immediately upon written notice if Licensee undergoes a change of control in breach of Section 13; or (iii) immediately if (A) the other Party has a trustee or receiver appointed for it or its property; (B) the other Party makes an assignment for the benefit of creditors; (C) any proceedings are commenced by, for or against the other Party under any bankruptcy, insolvency or debtor's relief law; or (D) the other Party is liquidated or dissolved.
(c) Post-Termination. Following any termination of this Agreement, Licensee shall immediately (a) discontinue the use of the Licensed Content and all Licensor Confidential Information and (b) comply with the terms of Section 10.
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9. Representations and Warranties; Disclaimer.
(a) Each Party represents and warrants that (i) it has the power and authority to enter into, and perform its obligations under this Agreement, (ii) it is under no obligation, contractual or otherwise, which might in any way interfere with its full and complete performance of this Agreement; (iii) it is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the state of its organization, and (iv) the individual executing this Agreement on its behalf has the authority to do so.
(b) Licensor represents and warrants that it has obtained or otherwise possesses all necessary rights to (i) exploit the Licensed Content by and through on-demand or streaming access to audio-visual content transmitted over the Internet and (ii) use the applicable artist’s name, voice, approved image, approved likeness, approved logos, approved biographical materials, approved trademarks and other approved identifications embodied in the Licensed Content solely in connection with the advertising, marketing, promotion, and exploitation of the Licensed Content.
(c) THE LICENSED CONTENT ARE LICENSED ON AN "AS IS" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, AND LICENSOR HEREBY EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, VALIDITY OR ENFORCEABILITY.
10. Confidentiality. Each Party (the “Disclosing Party”) may from time to time disclose to the other Party (the “Receiving Party”) certain information regarding the business of the Disclosing Party and its suppliers, including without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, that was marked or identified as confidential or proprietary by the Disclosing Party or that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”). The Receiving Party shall hold all Confidential Information of the Disclosing Party in trust and confidence and protect it as the Receiving Party would protect its own confidential information (which, in any event, will not be less than reasonable protection) and shall not use such Confidential Information for any purpose other than that contemplated by this Agreement. Unless agreed by the Disclosing Party in writing, the Receiving Party shall not disclose any Confidential Information of the Disclosing Party to any person other than employees and contractors who (a) are bound by written confidentiality obligations consistent with and at least as restrictive as those set forth herein and (b) have a need to know such
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Confidential Information for purposes of enabling a Party to exercise its rights and perform its obligations pursuant to this Agreement. The foregoing confidentiality obligation will be effective during the term of this Agreement and for a period of five (5) years thereafter, provided, however, that any Confidential Information that is considered a trade secret under applicable law shall remain subject to this Section until it ceases to be considered a trade secret. The confidentiality obligations specified herein will not apply to any Confidential Information to the extent that the Receiving Party can demonstrate by competent evidence that: (i) it was already known to the and for a period of five (5) years thereafter, provided, however, that any Confidential Information that is considered a trade secret under applicable law shall remain subject to this Section until it ceases to be considered a trade secret. The confidentiality obligations specified herein will not apply to any Confidential Information to the extent that the Receiving Party can demonstrate by competent evidence that: (i) it was already known to the Receiving Party without restriction prior to the time of disclosure by the Disclosing Party; (ii) it was acquired by the Receiving Party from a third party without confidentiality restriction; (iii) it was independently developed or acquired by the Receiving Party by employees or contractors without access to such Confidential Information; or (iv) it was in the public domain at the time it is disclosed or subsequently falls within the public domain through no wrongful action of the Receiving Party. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (A) approved in writing by the Disclosing Party; (B) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (C) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. Upon termination of this Agreement, Licensee shall return or destroy (at Licensor’s sole option) all copies of Licensor’s Confidential Information in its possession or control, and shall provide Licensor with a written certificate, duly executed by an officer of Licensee, certifying that all such Confidential Information has been delivered or destroyed.
11. Indemnification.
(a) Licensee agrees at all times to indemnify, defend, and hold harmless Licensor, and its affiliates, and each of its and their respective past and present officers, directors, employees, agents, and representatives, from and against any and all claims, actions, judgments, suits, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and costs, (collectively, “Claims”) arising out of or related to any third-party claim arising out of any use of the Licensed Content by or on behalf of Licensee or the creation of any Licensee Promo Materials, in each case, in any manner, in whole or in part (unless and to the extent such Claims arise out of or relate to Licensor’s indemnification obligation pursuant to Section 11(b)).
(b) Licensor agrees at all times to indemnify, defend, and hold harmless Licensee, and its affiliates, and each of its and their respective past and present officers, directors, employees, agents, and representatives, from and against any and all Claims arising out of or related to any third-party claim, suit, action or proceeding arising out of infringement of any third-party intellectual property rights by the Licensed Content when used in accordance with this Agreement.
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(c) A Party seeking indemnification hereunder shall promptly notify the other Party (the “Indemnifying Party”) of any Claim to which its indemnity applies (but the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability or obligation which the Indemnifying Party may have to the Indemnified Party under this Agreement except to the extent of any material prejudice to the Indemnifying Party resulting from such failure), and such notice shall: (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Claim(s) in the possession of the Indemnified Party. The Indemnified Party shall afford the Indemnifying Party the opportunity to participate in, or fully control, any proceeding and the compromise, settlement, resolution or other disposition of such Claim(s). The Indemnified Party will reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in such Indemnifying Party’s participation in, or control of, any Claim(s) and the compromise, settlement, resolution or other disposition of such Claim(s); provided that the Indemnified Party’s prior written consent to such compromise, settlement, resolution or other disposition shall be required but shall not be unreasonably withheld. The settlement of any Claim(s) by the Indemnified Party, without the Indemnifying Party’s prior written consent, shall release the Indemnifying Party from its obligations hereunder with respect to such Claim(s) so settled.
12. Limitation of Liability. IN NO EVENT SHALL LICENSOR OR ANY OF ITS AFFILIATES HAVE ANY OBLIGATION OR LIABILITY TO LICENSEE OR ANY OF ITS AFFILIATES WITH RESPECT TO THE MATTERS CONTEMPLATED BY THIS AGREEMENT, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE) OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUES, LOSS OF REPUTATION OR OPPORTUNITY OR LOSS OF DATA, WHETHER FORESEEABLE OR NOT AND EVEN IF LICENSOR OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE CLAIM OR CAUSE, SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100).
13. Assignment. This Agreement shall bind and inure to the benefit of the successors and assigns of the Parties hereto, except that this Agreement may not be assigned by either Party without the prior written consent of the other Party. For purposes of this Section 13, an assignment of this Agreement shall include a change of control, merger, reorganization (in bankruptcy or otherwise), assumption in bankruptcy or equity or asset sale of a Party, regardless of whether such transaction is deemed an "assignment" under applicable law.
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14. Notices. All notices, requests or demands given under this Agreement shall be in writing and delivered by certified or registered mail with return receipt requested and postage/charges prepaid, or courier, at the addresses listed below.
Notices to Licensor shall be directed to:
MWP Entertainment Group, LLC
[***]
[***]
[***]
with copies (which shall not constitute notice) to:
Willkie Farr & Gallagher LLP
[***]
[***]
[***]
[***]
Notices to Licensee shall be directed to:
Bravo Multinational Incorporated
[***]
[***]
[***]
[***]
with copies (which shall not constitute notice) to:
Jones & Haley, P.C.
[***]
[***]
[***]
[***]
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15. Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Wyoming without regard to conflicts of laws principles. Each of the Parties irrevocably consents to exclusive personal jurisdiction and venue in the federal and state courts located in Wyoming for any action or proceeding arising out of or relating to this Agreement and each irrevocably waives the defense of an inconvenient forum to the maintenance of any such action or proceeding.
16. Entire Understanding; Amendment; Construction. This Agreement, together with all exhibits referenced herein and attached hereto, embodies the entire and exclusive understanding of the Parties with respect to the subject matter hereof, constitutes a binding agreement of the Parties upon the execution hereof, and supersedes all prior written or oral commitments, arrangements, or understandings with respect thereto. No change, amendment, or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the Party subject to enforcement thereof. The failure of one Party to enforce any of the provisions of this Agreement, or the failure to require at any time the performance of the other Party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions (or any other provision), nor in any way affect the ability of a Party to enforce each and every provision thereafter. If any provision of this Agreement is found unenforceable, invalid, or otherwise contrary to law, it and any related provisions shall be interpreted to best accomplish the unenforceable provision’s essential purpose, and all other provisions hereof shall continue in full force. Nothing contained herein shall be deemed to create a joint venture, partnership, franchise, principal/agent relationship or other fiduciary relationship between the Parties, and neither Party is authorized to or shall act toward third parties or the public in any manner that would indicate any such relationship with the other. There are no third-party beneficiaries to this Agreement. The use of “and/or” herein shall not be deemed to be exclusive (e.g., “A and/or B” shall mean A or B, or both). The headings and titles of the provisions of this Agreement are inserted for convenience of the Parties only and shall not affect the construction or interpretation of any provision hereof.
17. Survival. All provisions of this Agreement which must survive in order to give effect to their intent and meaning shall survive the expiration or termination of this Agreement.
18. Counterparts and Execution. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together constitute one agreement. Signatures delivered via facsimile or other electronic delivery (e.g., PDF) shall be deemed original signatures.
(Signature Page Follows)
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IN WITNESS WHEREOF, the Parties, intending to be bound hereby, have agreed to the terms and conditions of this Agreement as of Effective Date.
MWP ENTERTAINMENT GROUP, LLC | BRAVO MULTINATIONAL INCORPORATED |
By: s/ Michael Williams Name: Michael Williams Title: Chief Executive Officer | By: /s Grant Cramer Name: Grant Cramer Title: Authorized Officer |
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Content License Agreement
EXHIBIT A
Licensed Content
[***]
10
Exhibit 10.3
SOFTWARE LICENSE AGREEMENT
This Software License Agreement (the “Agreement”) is entered into as of September 18, 2026 (the “Effective Date”), by and between Bravo Multinational Incorporated, a Wyoming corporation (“Licensee”), and MWP Entertainment Group, LLC, a Nevada limited liability company (“Licensor”), and sets forth the terms and conditions between the Parties in connection with the license of certain software set forth in Exhibit A attached hereto (the “Licensed Software”). Licensee and Licensor are individually and collectively referred to herein as “Party” and “Parties” respectively.
SECTION 1
LICENSE
1.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, worldwide, perpetual (subject to termination as set forth in Section 2.2), fully paid-up, royalty-free, non-sublicensable (except as set forth in Section 1.4) license to use, reproduce, execute, display, perform, modify, create derivative works of and otherwise exploit the Licensed Software. As between the Parties, Licensor retains all rights, title, and interest (including all intellectual property and other proprietary rights) in the Licensed Software. There are no implied licenses under this Agreement, and all rights not expressly granted under this Agreement are reserved to their respective owners.
1.2 No Obligations. Licensee acknowledges and agrees that Licensor shall have no obligation of any kind regarding the Licensed Software, including any obligation to (a) provide any assistance, documentation, guidance, support or services with respect to the implementation, use or maintenance of the Licensed Software; (b) maintain or support the Licensed Software in any manner; or (c) deliver or otherwise provide any updates, new releases, new versions, fixes, corrections, enhancements, improvements or workarounds of or to the Licensed Software. Licensee further acknowledges that certain features of the Licensed Software depend upon third-party services, application program interfaces, or platforms, including those set forth in Exhibit B, that are not owned or controlled by Licensor. If any such third-party service materially changes or discontinues an application program interface, feature, or integration, Licensee shall be solely responsible for identifying and implementing, at solely Licensee’s expense, any commercially reasonable functional replacement necessary to preserve the functionality of the Licensed Software affected by such third-party change or discontinuation.
1.3 Derivative Works. Subject to the terms and conditions of this Agreement, Licensee shall be entitled to make (or have made on its behalf) modifications and derivative works of the Licensed Software (collectively, “Licensee Derivatives”). Licensee shall own all Licensee Derivatives, subject to Licensor’s ownership of the Licensed Software. Notwithstanding the foregoing, any translation of the Licensed Software that does not include material functional modifications to the Licensed Software, or any modifications or derivative works of the Licensed Software created for the purpose of avoiding the terms or conditions of this Agreement, shall not constitute a Licensee Derivative and shall be deemed Licensed Software, remaining subject to the terms and conditions of this Agreement. Licensee hereby grants to Licensor a perpetual, irrevocable, worldwide, fully paid-up,
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royalty-free, sublicenseable, non-exclusive license to use, reproduce, execute, display, perform, modify, create derivative works of and otherwise exploit any Licensee Derivative solely for the Licensor’s and its affiliates’ use, maintenance, support, enhancement and operation of, and in connection with any updates or modifications to, the Licensed Software.
1.4 Sublicensing; Restrictions.
(a) Licensee may sublicense the Licensed Software (i) solely on a hosted or software-as-a-service basis to its customers; and (ii) to its third-party service providers solely as reasonably necessary to modify and provide technical support for the Licensed Software; provided, that Licensee may only disclose source code for the Licensed Software to its third-party service providers solely as reasonably necessary to modify and provide technical support for the Licensed Software. Any permitted sublicense granted by Licensee hereunder to a customer shall be subject to a written agreement that expressly prohibits accessing or identifying, or attempting to access or identify, the source code for the Licensed Software, and Licensee shall use commercially reasonable efforts to enforce the terms of each such agreement with respect to the Licensed Software.
(b) Licensee shall not, and shall not authorize, assist or cause any third party to, (i) distribute, rent, loan, lease, sell or license the Licensed Software in whole or in part, in any form or (ii) use or permit any third party to use or export the Licensed Software in any form, in violation of any export control laws or knowingly in violation of any other applicable law.
1.5 Enforcement. The right to institute and prosecute actions for infringement or unauthorized use of the Licensed Software is reserved exclusively to Licensor, and Licensor shall have the right to join Licensee and its affiliates in any such actions as a formal party. Any such action shall be conducted at Licensor’s expense. Licensee shall provide prompt written notice to Licensor of any infringement or unauthorized use of the Licensed Software of which it or any of its affiliates is aware, and agrees to assist Licensor at Licensor’s expense in any such action brought by Licensor.
SECTION 2
TERM AND TERMINATION
2.1 Term. This Agreement shall commence on the Effective Date and, unless terminated earlier as provided in this Section 2, shall continue for so long as any intellectual property or other proprietary rights in any of the Licensed Software remain in effect (the “Term”).
2.2 Termination. Either Party may terminate this Agreement (a) immediately upon written notice if the other Party has materially breached the terms and conditions of this Agreement and has failed to cure such material breach within thirty (30) days after receipt of written notice of breach from the non-breaching Party; (b) immediately upon written notice if Licensee undergoes a change of control in breach of Section 5.1; or (c) immediately if (i) the other Party has a trustee or receiver appointed for it or its property; (ii) the other Party makes an assignment for the benefit of creditors; (iii) any proceedings are commenced by, for or against the other Party under any bankruptcy, insolvency or debtor's relief law; or (iv) the other Party is liquidated or dissolved.
2.3 Post-Termination. Following any termination of this Agreement, Licensee shall immediately (a) discontinue the use of the Licensed Software and all Licensor Confidential Information and (b) comply with the terms of Section 4.3.
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SECTION 3
REPRESENTATIONS AND WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY
3.1 Representations and Warranties.
(a) Each Party represents and warrants that (i) it has the power and authority to enter into, and perform its obligations under this Agreement; (ii) it is under no obligation, contractual or otherwise, which might in any way interfere with its full and complete performance of this Agreement; (iii) it is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the state of its organization; and (iv) the individual executing this Agreement on its behalf has the authority to do so.
(b) Licensor represents and warrants that it possesses all necessary rights in and to the Licensed Software to grant Licensee the license granted herein.
3.2 Disclaimer. LICENSOR (ON BEHALF OF ITSELF AND ITS AFFILIATES) DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS, ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, UNDER THIS AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, USEFULNESS, COMMERCIAL UTILITY, ADEQUACY, COMPLIANCE WITH ANY LAW (DOMESTIC OR FOREIGN), ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, OR THE ABSENCE OF ERRORS, BUGS, DEFECTS, WORMS OR VIRUSES, AND LICENSEE ACKNOWLEDGES AND AGREES THAT THE LICENSED SOFTWARE IS PROVIDED TO LICENSEE ON AN AS IS, WHERE IS, WITH ALL FAULTS BASIS. LICENSEE’S USE OF THE LICENSED SOFTWARE, INCLUDING WITH RESPECT TO THE PERFORMANCE THEREOF, SHALL BE AT LICENSEE’S OWN RISK.
3.3 Limitation of Liability. IN NO EVENT SHALL LICENSOR OR ANY OF ITS AFFILIATES HAVE ANY OBLIGATION OR LIABILITY TO LICENSEE OR ANY OF ITS AFFILIATES WITH RESPECT TO THE MATTERS CONTEMPLATED BY THIS AGREEMENT, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE) OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUES, LOSS OF REPUTATION OR OPPORTUNITY OR LOSS OF DATA, WHETHER FORESEEABLE OR NOT AND EVEN IF LICENSOR OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE CLAIM OR CAUSE, SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100).
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3.4 Indemnification.
(a) Licensee agrees at all times to indemnify, defend, and hold harmless Licensor, and its affiliates, and each of its and their respective past and present officers, directors, employees, agents, and representatives, from and against any and all claims, actions, judgments, suits, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and costs, (collectively, “Claims”) arising out of or related to any third‑party claim, suit, action or proceeding arising out of any use of the Licensed Software or the Licensee Derivatives by or on behalf of Licensee (unless and to the extent such Claims arise out of or relate to Licensor’s indemnification obligation pursuant to Section 3.4(b)).
(b) Licensor agrees at all times to indemnify, defend, and hold harmless Licensee, and its affiliates, and each of its and their respective past and present officers, directors, employees, agents, and representatives, from and against any and all Claims arising out of or related to any third-party claim, suit, action or proceeding arising out of infringement of any third-party intellectual property rights by (i) the Licensed Software, as delivered and when used in accordance with this Agreement, or (ii) any modifications and derivative works of the Licensee Derivatives made by or on behalf of the Licensor.
(c) A Party seeking indemnification hereunder shall promptly notify the other Party (the “Indemnifying Party”) of any Claim to which its indemnity applies (but the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability or obligation which the Indemnifying Party may have to the Indemnified Party under this Agreement except to the extent of any material prejudice to the Indemnifying Party resulting from such failure), and such notice shall: (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Claim(s) in the possession of the Indemnified Party. The Indemnified Party shall afford the Indemnifying Party the opportunity to participate in, or fully control, any proceeding and the compromise, settlement, resolution or other disposition of such Claim(s). The Indemnified Party will reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in such Indemnifying Party’s participation in, or control of, any Claim(s) and the compromise, settlement, resolution or other disposition of such Claim(s); provided that the Indemnified Party’s prior written consent to such compromise, settlement, resolution or other disposition shall be required but shall not be unreasonably withheld. The settlement of any Claim(s) by the Indemnified Party, without the Indemnifying Party’s prior written consent, shall release the Indemnifying Party from its obligations hereunder with respect to such Claim(s) so settled.
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SECTION 4
CONFIDENTIAL INFORMATION
4.1 Confidentiality Obligations. Each Party (the “Disclosing Party”) may from time to time disclose to the other Party (the “Receiving Party”) certain information regarding the business of the Disclosing Party and its suppliers, including without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, that was marked or identified as confidential or proprietary by the Disclosing Party or that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”). The Receiving Party shall hold all Confidential Information of the Disclosing Party in trust and confidence and protect it as the Receiving Party would protect its own confidential information (which, in any event, will not be less than commercially reasonable protection) and shall not use such Confidential Information for any purpose other than that contemplated by this Agreement. Unless agreed by the Disclosing Party in writing, the Receiving Party shall not disclose any Confidential Information of the Disclosing Party to any third party other than employees and contractors who (a) are bound by written confidentiality obligations consistent with and at least as restrictive as those set forth herein and (b) have a need to know such Confidential Information for purposes of enabling a Party to exercise its rights and perform its obligations pursuant to this Agreement. The foregoing confidentiality obligation will be effective during the term of this Agreement and for a period of five (5) years thereafter, provided, however, that any Confidential Information that is considered a trade secret under applicable law shall remain subject to this Section until it ceases to be considered a trade secret. The confidentiality obligations specified herein will not apply to any Confidential Information to the extent that the Receiving Party can demonstrate by competent evidence that: (i) it was already known to the Receiving Party without restriction prior to the time of disclosure by the Disclosing Party; (ii) it was acquired by the Receiving Party from a third party without confidentiality restriction; (iii) it was independently developed or acquired by the Receiving Party by employees or contractors without access to such Confidential Information; or (iv) it was in the public domain at the time it is disclosed or subsequently falls within the public domain through no wrongful action of the Receiving Party. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (A) approved in writing by the Disclosing Party; (B) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (C) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
4.2 Protection of Source Code. Licensee may not disclose or provide access to any source code to or for the Licensed Software except to those employees of Licensee who have a need to access such source code in connection with Licensee’s exercise of its rights under this Agreement. Licensee shall protect such source code from unauthorized disclosure, access and use with at least the same technical and organizational security measures and level of care with which it protects its own most confidential source code, but in no event with less than commercially reasonable care.
4.3 Confidential Information and Termination. Upon termination of this Agreement, Licensee shall return or destroy (at Licensor’s sole option) all copies of Licensor’s Confidential Information in its possession or control, and shall provide Licensor with a written certificate, duly executed by an officer of Licensee, certifying that all such Confidential Information has been delivered or destroyed.
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SECTION 5
MISCELLANEOUS
5.1 Assignment. This Agreement shall bind and inure to the benefit of the successors and assigns of the Parties hereto, except that this Agreement may not be assigned by either Party without the prior written consent of the other Party. For purposes of this Section 5.1, an assignment of this Agreement shall include a change of control, merger, reorganization (in bankruptcy or otherwise), assumption in bankruptcy or equity or asset sale of a Party, regardless of whether such transaction is deemed an "assignment" under applicable law.
5.2 Notices. All notices, requests or demands given under this Agreement shall be in writing and delivered by certified or registered mail with return receipt requested and postage/charges prepaid, or courier, at the addresses listed below.
Notices to Licensor shall be directed to:
MWP Entertainment Group, LLC
[***]
[***]
[***]
with copies (which shall not constitute notice) to:
Willkie Farr & Gallagher LLP
[***]
[***]
[***]
[***]
Notices to Licensee shall be directed to:
Bravo Multinational Incorporated
[***]
[***]
[***]
[***]
with copies (which shall not constitute notice) to:
Jones & Haley, P.C.
[***]
[***]
[***]
[***]
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5.3 Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Wyoming without regard to conflicts of laws principles. Each of the Parties irrevocably consents to exclusive personal jurisdiction and venue in the federal and state courts located in Wyoming for any action or proceeding arising out of or relating to this Agreement and each irrevocably waives the defense of an inconvenient forum to the maintenance of any such action or proceeding.
5.4 Entire Understanding; Amendment; Construction. This Agreement, together with all exhibits referenced herein and attached hereto, embodies the entire and exclusive understanding of the Parties with respect to the subject matter hereof, constitutes a binding agreement of the Parties upon the execution hereof, and supersedes all prior written or oral commitments, arrangements, or understandings with respect thereto. No change, amendment, or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the Party subject to enforcement thereof. The failure of one Party to enforce any of the provisions of this Agreement, or the failure to require at any time the performance of the other Party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions (or any other provision), nor in any way affect the ability of a Party to enforce each and every provision thereafter. If any provision of this Agreement is found unenforceable, invalid, or otherwise contrary to law, it and any related provisions shall be interpreted to best accomplish the unenforceable provision’s essential purpose, and all other provisions hereof shall continue in full force. Nothing contained herein shall be deemed to create a joint venture, partnership, franchise, principal/agent relationship or other fiduciary relationship between the Parties, and neither Party is authorized to or shall act toward third parties or the public in any manner that would indicate any such relationship with the other. There are no third party beneficiaries to this Agreement. The use of “and/or” herein shall not be deemed to be exclusive (e.g., “A and/or B” shall mean A or B, or both). The headings and titles of the provisions of this Agreement are inserted for convenience of the Parties only and shall not affect the construction or interpretation of any provision hereof.
5.5 Survival. All provisions of this Agreement which must survive in order to give effect to their intent and meaning shall survive the expiration or termination of this Agreement.
5.6 Counterparts and Execution. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together constitute one agreement. Signatures delivered via facsimile or other electronic delivery (e.g., PDF) shall be deemed original signatures.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives effective as of the Effective Date.
MWP ENTERTAINMENT GROUP, LLC
By: /s/ Michael Williams
Name: Michael Williams
Title: Chief Executive Officer
BRAVO MULTINATIONAL INCORPORATED
By: /s Grant Cramer
Name: Grant Cramer
Title: Authorized Officer
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EXHIBIT A
Licensed Software
[***]
7
EXHIBIT B
[***]
8
Exhibit 10.4
OPTION AGREEMENT
This OPTION AGREEMENT (this “Agreement”), dated as of September 18, 2026, is between Bravo Multinational Incorporated, a Wyoming corporation (the “Company”), and MWP Entertainment Group, LLC, a Nevada limited liability company (the “Investor”).
R E C I T A L S
WHEREAS, on the date hereof, the Investor invested in the Company pursuant to the Share Purchase Agreement, dated as of September 18, 2026 (as amended from time to time, the “Purchase Agreement”), between the Company and the Investor; and
WHEREAS, as a condition and inducement to the Investor’s pursuit of the transactions contemplated by the Purchase Agreement, and in consideration therefor, the Investor and the Company have agreed to grant the Investor an option to purchase additional shares of Preferred Stock upon the terms set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements, covenants, representations and warranties contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
1. Option to Purchase.
The Company hereby grants to the Investor an option (the “Option”) to purchase shares of Preferred Stock of the Company (the “Option Shares”) for an aggregate purchase price of $1,500,000 (the “Total Purchase Price”). The number of Option Shares shall equal, subject to adjustment as provided in Sections 5.2 and 5.3, (a) the Total Purchase Price, divided by the Common Stock Price ($0.0195), divided by (b) 100. The Option may be exercised at any time during the period beginning on the Closing Date and ending on the first anniversary of the Closing Date (the “Exercise Period”). The Option shall expire automatically at 5:00 p.m. New York City time on the last day of the Exercise Period if not exercised. The Option must be exercised in whole and may not be exercised in part.
2. Exercise of Option.
The Option may be exercised by delivery of written notice (the “Exercise Notice”) to the Company at the address set forth in Section 6.1.
The closing of the purchase and sale of the Option Shares (the “Option Closing”) shall occur no later than five (5) Business Days after delivery of the Exercise Notice. At the Option Closing, (i) the Investor shall pay the Total Purchase Price by wire transfer of immediately available funds to the account designated by the Company in writing and (ii) the Company shall deliver or cause to be delivered to the Investor evidence of issuance of the Option Shares registered in the name of the Investor.
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3. Representations and Warranties.
3.1 The Company hereby represents and warrants to the Investor as follows:
(a) Organization; Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b) Issuance of Option Shares. The Company represents and warrants that it has authorized sufficient shares of Preferred Stock and that, upon issuance and payment therefor, the Option Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens other than restrictions under applicable securities laws.
3.2 The Investor hereby represents and warrants to the Company as follows:
(a) Organization; Authority. The Investor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Nevada, with full limited liability company power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement and performance by the Investor of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Investor. This Agreement has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Investor, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
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4. Assignment.
The Option shall be freely assignable by the Investor to any Person upon written notice to the Company, without the consent of the Company. Any assignee shall be deemed the “Investor” for all purposes hereunder. The Company may not assign this Agreement or any of its obligations hereunder without the prior written consent of the Investor.
5. Investor Protections.
5.1 Change of Control. Upon a Change of Control of the Company prior to the end of the Exercise Period and the exercise in full of the Option: (a) the Company shall (i) notify the Investor in writing of such Change of Control not less than 10 Business Days prior to the occurrence thereof, and (ii) notify the Investor in writing of the completion of such Change of Control not more than three Business Days after such completion; (b) the Exercise Period shall automatically be extended until the date that is 45 days following consummation of the Change of Control; (c) the Investor shall have the right, exercisable upon written notice to the Company no later than 15 Business Days following completion of the Change of Control, to require the Company (or its successor) to purchase the Option at a total price equal to (i) an amount equal to (A) the per-share consideration received by holders of Common Stock in the Change of Control transaction, multiplied by 100, minus (B) an amount equal to the Total Purchase Price, divided by the sum of the total number of Option Shares then issued under the Option and the total number of Option Shares then issuable under the Option, multiplied by (ii) the total number of Option Shares then issuable under the Option; and (d) in the event of a Change of Control in which the consideration payable consists in whole or in part of securities, the Investor shall be entitled to receive, upon exercise of the Option, such securities, in the same proportion of consideration as, and otherwise on terms no less favorable than those available to, the holders of Common Stock. “Change of Control” means (x) any merger, consolidation, or similar transaction in which the Company’s stockholders immediately prior thereto cease to hold at least 50% of the voting power of the surviving entity, (y) any sale or disposition of all or substantially all of the assets of the Company, or (z) any acquisition by a Person or group of Persons of beneficial ownership of more than 50% of the outstanding voting securities of the Company.
5.2 Anti-Dilution. If the Company issues or sells (a) Preferred Stock at a price per share less than an amount equal to (i) the Total Purchase Price, divided by the Common Stock Price, divided by (ii) 100, or (b) Common Stock or Common Stock Equivalents at a price per share less than the Common Stock Price (a “Dilutive Issuance”), the number of Option Shares issuable upon exercise of the Option shall be proportionally adjusted such that the Investor is entitled to receive, upon exercise, the number of shares of Preferred Stock that would maintain the Investor’s proportionate economic interest, calculated on a fully diluted basis, as it existed immediately prior to such Dilutive Issuance. This adjustment shall not apply to “Excluded Issuances.” For purposes of this Agreement, “Excluded Issuances” means (a) issuances pursuant to employee benefit plans approved by the Board of Directors, (b) issuances upon exercise or conversion of Common Stock Equivalents outstanding as of the date hereof, and (c) issuances in connection with strategic transactions approved by the Board of Directors, provided that any such transaction is primarily for purposes other than raising capital.
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5.3 Adjustments for Stock Splits, Dividends and Recapitalizations. If, at any time during the Exercise Period, the Company (i) pays a stock dividend on, or makes any other distribution with respect to, its Preferred Stock or Common Stock payable in shares of Preferred Stock or Common Stock, (ii) subdivides, including by stock split, its outstanding shares of Preferred Stock or Common Stock, (iii) combines, including by reverse stock split, its outstanding shares of Preferred Stock or Common Stock, (iv) effects any recapitalization or reclassification that changes the number of outstanding shares of Preferred Stock or Common Stock, or (v) takes any other action that has a substantially similar effect (each, an “Adjustment Event”), then, automatically and without any action by the Investor, effective as of the record date or, if no record date is applicable, the effective date of the Adjustment Event, the number of Option Shares then issuable upon exercise of the Option shall be adjusted the proportionate interest and economic value represented by the Option immediately following the Adjustment Event are the same as immediately prior to the Adjustment Event. Any fractional Option Share resulting from an adjustment shall be rounded up to the nearest whole share.
5.4 Notice of Corporate Actions. The Company shall provide the Investor with at least fifteen (15) days’ prior written notice before (a) establishing a record date for any dividend or distribution, (b) effecting any stock split, reverse stock split, reclassification or recapitalization, (c) entering into any merger, consolidation or similar transaction, (d) effecting any dissolution or liquidation, or (e) taking any action that would trigger an adjustment under Section 5.2 or Section 5.3. Each such notice shall describe the proposed action and its anticipated effect on the Option, including, to the extent reasonably determinable, any resulting adjustment to the number of Option Shares or the effective per-share purchase price.
5.5 Reservation of Shares. The Company shall at all times during the Exercise Period reserve and keep available out of its authorized but unissued shares of Preferred Stock and Common Stock, a number of shares sufficient to permit the full exercise of the Option and full conversion of the Option Shares into Common Stock, and shall take all corporate action necessary to ensure that such shares are available for issuance upon exercise of the Option.
5.6 Non-Circumvention. The Company shall not, by amendment of its articles of incorporation or bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by the Company under this Agreement. The Company shall at all times in good faith assist in carrying out all such actions as may be reasonably necessary to protect the rights of the Investor under this Agreement.
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6. Miscellaneous.
6.1 Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given if delivered personally, sent via email, mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as may be specified by like notice):
If to the Company:
Bravo Multinational Incorporated
[***]
[***]
[***]
[***]
with copies (which shall not constitute notice) to:
Jones & Haley, P.C.
[***]
[***]
[***]
If to the Investor:
MWP Entertainment Group, LLC
[***]
[***]
[***]
[***]
with copies (which shall not constitute notice) to:
Willkie Farr & Gallagher LLP
[***]
[***]
[***]
[***]
Any party may, by notice given in accordance with this Section 6.1, designate another address or person for receipt of notices hereunder.
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6.2 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Investor or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
6.3 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
6.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor (other than by merger). The Investor may assign any or all of its rights under this Agreement to any Person in accordance with Section 4, and any such assignee shall be deemed the “Investor” for all purposes hereunder.
6.5 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Wyoming, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of Wyoming. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Wyoming for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of this Agreement), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.
6.6 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE FOREVER TRIAL BY JURY.
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6.7 Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
6.8 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
6.9 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
6.10 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Investor and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned parties have duly executed this Option Agreement as of the date first above written.
BRAVO MULTINATIONAL INCORPORATED
By: /s Grant Cramer
Name: Grant Cramer
Title: Authorized Officer
MWP ENTERTAINMENT GROUP, LLC
By: /s/ Michael Williams
Name: Michael Williams
Title: Chief Executive Officer
[Option Agreement]
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>EXHIBIT 99.1
BRAVO MULTINATIONAL INCORPORATED
2026 STOCK INCENTIVE PLAN
1. PURPOSE.
The purpose of the Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for stockholders of the Company by closely aligning the interests of such individuals with those of such stockholders. The Plan authorizes the award of Stock-based and cash-based incentives to Eligible Persons to encourage such Eligible Persons to expend maximum effort in the creation of stockholder value.
2. DEFINITIONS.
For purposes of the Plan, the following terms shall be defined as set forth below:
(a) “Affiliate” means, with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.
(b) “Award” means any Option, award of Restricted Stock, Restricted Stock Unit, Stock Appreciation Right, or other Stock-based award granted under the Plan.
(c) “Award Agreement” means an Option Agreement, a Restricted Stock Agreement, an RSU Agreement, a SAR Agreement, or an agreement governing the grant of any other Stock-based Award granted under the Plan.
(d) “Board” means the Board of Directors of the Company.
(e) “Cause” means, with respect to a Participant and in the absence of an Award Agreement or Participant Agreement otherwise defining Cause, (1) the Participant’s plea of nolo contendere to, conviction of or indictment for, any crime (whether or not involving the Company or its Affiliates) (i) constituting a felony or (ii) that has, or could reasonably be expected to result in, an adverse impact on the performance of the Participant’s duties to the Service Recipient, or otherwise has, or could reasonably be expected to result in, an adverse impact on the business or reputation of the Company or its Affiliates, (2) conduct of the Participant, in connection with his or her employment or service, that has resulted, or could reasonably be expected to result, in injury to the business or reputation of the Company or its Affiliates, (3) any material violation of the policies of the Service Recipient, including, but not limited to, those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Service Recipient; (4) the Participant’s act(s) of negligence or willful misconduct in the course of his or her employment or service with the Service Recipient; (5) misappropriation by the Participant of any assets or business opportunities of the Company or its Affiliates; (6) embezzlement or fraud committed by the Participant, at the Participant’s direction, or with the Participant’s prior actual knowledge; or (7) willful neglect in the performance of the Participant’s duties for the Service Recipient or willful or repeated failure or refusal to perform such duties. If, subsequent to the Termination of a Participant for any reason other than by the Service Recipient for Cause, it is discovered that the Participant’s employment or service could have been terminated for Cause, such Participant’s employment or service shall, at the discretion of the Committee, be deemed to have been terminated by the Service Recipient for Cause for all purposes under the Plan, and the Participant shall be required to repay or return to the Company all amounts and benefits received by him or her in respect of any Award following such Termination that would have been forfeited under the Plan had such Termination been by the Service Recipient for Cause. In the event that there is an Award Agreement or Participant Agreement defining Cause, “Cause” shall have the meaning provided in such agreement, and a Termination by the Service Recipient for Cause hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such Award Agreement or Participant Agreement are complied with.
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(f) “Change in Control” means:
(1) a change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of Stock to the general public through a registration statement filed with the U.S. Securities and Exchange Commission or similar non-U.S. regulatory agency or pursuant to a Non-Control Transaction) whereby any “person” (as defined in Section 3(a)(9) of the Exchange Act) or any two or more persons deemed to be one “person” (as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company or any of its Affiliates, an employee benefit plan sponsored or maintained by the Company or any of its Affiliates (or its related trust), or any underwriter temporarily holding securities pursuant to an offering of such securities, directly or indirectly acquire “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities eligible to vote in the election of the Board (the “Company Voting Securities”);
(2) within any consecutive twenty-four (24) month period commencing on or after the Effective Date, individuals who constitute the Board as of the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a director subsequent to the Effective Date whose appointment, election or nomination for election was approved by a vote of at least a majority of the directors then constituting the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (including, but not limited to, a consent solicitation) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or
(3) the consummation of a merger, consolidation, share exchange, or similar form of corporate transaction involving the Company or any of its Affiliates that requires the approval of the Company’s stockholders (whether for such transaction, the issuance of securities in the transaction or otherwise) (a “Reorganization”), unless immediately following such Reorganization (i) more than fifty percent (50%) of the total voting power of (A) the corporation resulting from such Reorganization (the “Surviving Company”) or (B) if applicable, the ultimate parent corporation that has, directly or indirectly, beneficial ownership of one hundred percent (100%) of the voting securities of the Surviving Company (the “Parent Company”), is represented by Company Voting Securities that were outstanding immediately prior to such Reorganization (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among holders thereof immediately prior to such Reorganization, (ii) no person, other than an employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company (or its related trust), is or becomes the beneficial owner, directly or indirectly, of fifty percent (50%) or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Company, or if there is no Parent Company, the Surviving Company, and (iii) at least a majority of the members of the board of directors of the Parent Company, or if there is no Parent Company, the Surviving Company, following the consummation of such Reorganization are members of the Incumbent Board at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization (any Reorganization which satisfies all of the criteria specified in clauses (i), (ii), and (iii) above shall be a “Non-Control Transaction”); or
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(4) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” (as defined in Section 3(a)(9) of the Exchange Act) or to any two or more persons deemed to be one “person” (as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Company’s Affiliates.
Notwithstanding the foregoing, (x) a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of fifty percent (50%) or more of the Company Voting Securities as a result of an acquisition of Company Voting Securities by the Company that reduces the number of Company Voting Securities outstanding; provided that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control shall then be deemed to occur, and (y) with respect to the payment of any amount that constitutes a deferral of compensation subject to Section 409A of the Code payable upon a Change in Control, a Change in Control shall not be deemed to have occurred, unless the Change in Control constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company under Section 409A(a)(2)(A)(v) of the Code.
(g) “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, including the rules and regulations thereunder and any successor provisions, rules and regulations thereto.
(h) “Committee” means the Board, the Compensation Committee of the Board or such other committee consisting of two or more individuals appointed by the Board to administer the Plan and each other individual or committee of individuals designated to exercise authority under the Plan.
(i) “Company” means Bravo Multinational Incorporated, a Wyoming corporation (or any successor thereto).
(j) “Corporate Event” has the meaning set forth in Section 10(b) hereof.
(k) “Data” has the meaning set forth in Section 20(g) hereof.
(l) “Disability” means, in the absence of an Award Agreement or Participant Agreement otherwise defining Disability, the permanent and total disability of such Participant within the meaning of Section 22(e)(3) of the Code. In the event that there is an Award Agreement or Participant Agreement defining Disability, “Disability” shall have the meaning provided in such agreement, and a Termination by reason of Disability hereunder shall not be deemed to have occurred unless all applicable notice periods in such Award Agreement or Participant Agreement are complied with.
(m) “Disqualifying Disposition” means any disposition (including any sale) of Stock acquired upon the exercise of an Incentive Stock Option made within the period that ends either (1) two years after the date on which the Participant was granted the Incentive Stock Option or (2) one year after the date upon which the Participant acquired the Stock.
(n) “Effective Date” means September 24, 2026, which is the date on which the Plan was approved by the Board.
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(o) “Eligible Person” means (1) each employee and officer of the Company or any of its Affiliates, (2) each non-employee director (or person in a similar position) of the Company or any of its Affiliates, (3) each other natural Person who provides substantial services to the Company or any of its Affiliates as a consultant or advisor (or a wholly owned alter ego entity of the natural Person providing such services of which such Person is an employee, stockholder or partner) and who is designated as eligible by the Committee, and (4) each natural Person who has been offered employment by the Company or any of its Affiliates; provided that such prospective employee may not receive any payment or exercise any right relating to an Award until such Person has commenced employment or service with the Company or its Affiliates; provided, further, however, that (i) with respect to any Award that is intended to qualify as a “stock right” that does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code, the term “Affiliate” as used in this Section 2(o) shall include only those corporations or other entities in the unbroken chain of corporations or other entities beginning with the Company where each of the corporations or other entities in the unbroken chain other than the last corporation or other entity owns stock possessing at least fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations or other entities in the chain, and (ii) with respect to any Award that is intended to be an Incentive Stock Option, the term “Affiliate” as used in this Section 2(o) shall include only those entities that qualify as a “subsidiary corporation” with respect to the Company within the meaning of Section 424(f) of the Code. An employee on an approved leave of absence may be considered as still in the employ of the Company or any of its Affiliates for purposes of eligibility for participation in the Plan.
(p) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, including the rules and regulations thereunder and any successor provisions, rules and regulations thereto.
(q) “Expiration Date” means, with respect to an Option or Stock Appreciation Right, the date on which the term of such Option or Stock Appreciation Right expires, as determined under Sections 5(b) or 8(b) hereof, as applicable.
(r) “Fair Market Value” means, as of any date when the Stock is listed on one or more national securities exchanges or on a Trading Market, the closing price reported on the principal national securities exchange or Trading Market on which such Stock is listed and traded on the date of determination or, if the closing price is not reported on such date of determination, the closing price reported on the most recent date prior to the date of determination. If the Stock is not listed on a national securities exchange or Trading Market, “Fair Market Value” shall mean the amount determined by the Board in good faith, and in a manner consistent with Section 409A of the Code, to be the fair market value per share of Stock.
(s) “GAAP” means the U.S. Generally Accepted Accounting Principles, as in effect from time to time.
(t) “Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.
(u) “Nonqualified Stock Option” means an Option not intended to be an Incentive Stock Option.
(v) “Option” means a conditional right, granted to a Participant under Section 5 hereof, to purchase Stock at a specified price during a specified time period.
(w) “Option Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Award of Options.
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(x) “Participant” means an Eligible Person who has been granted an Award under the Plan or, if applicable, such other Person who holds an Award.
(y) “Participant Agreement” means an employment or other services agreement between a Participant and the Service Recipient that describes the terms and conditions of such Participant’s employment or service with the Service Recipient and is effective as of the applicable date of grant with respect to any Award.
(z) “Person” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, or other entity.
(aa) “Plan” means this Bravo Multinational Incorporated Stock Incentive Plan, as amended from time to time.
(bb) “Qualified Member” means a member of the Committee who is a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act and an “independent director” as defined under, as applicable, the NASDAQ Listing Rules, the NYSE Listed Company Manual or other applicable stock exchange rules.
(cc) “Qualifying Committee” has the meaning set forth in Section 3(b) hereof.
(dd) “Restricted Stock” means Stock, granted to a Participant under Section 6 hereof, that is subject to certain restrictions and to a risk of forfeiture.
(ee) “Restricted Stock Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Award of Restricted Stock.
(ff) “Restricted Stock Unit” means a notional unit representing the right, granted to a Participant under Section 7 hereof, to receive one share of Stock (or the cash value of one share of Stock, if so determined by the Committee) on a specified settlement date.
(gg) “RSU Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Award of Restricted Stock Units.
(hh) “SAR Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Award of Stock Appreciation Rights.
(ii) “Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, including the rules and regulations thereunder and any successor provisions, rules and regulations thereto.
(jj) “Service Recipient” means, with respect to a Participant holding an Award, either the Company or an Affiliate of the Company by which the original recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides, or following a Termination was most recently providing, services, as applicable.
(kk) “Stock” means Common Stock, par value $0.0001 per share, of the Company, and such other securities as may be substituted for such stock pursuant to Section 10 hereof.
(ll) “Stock Appreciation Right” means a conditional right, granted to a Participant under Section 8 hereof, to receive an amount equal to the value of the appreciation in the Stock over a specified period. Except in the event of extraordinary circumstances, as determined in the sole discretion of the Committee, or pursuant to Section 10(b) hereof, Stock Appreciation Rights shall be settled in Stock.
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(mm) “Substitute Award” has the meaning set forth in Section 4(a) hereof.
(nn) “Termination” means the termination of a Participant’s employment or service, as applicable, with the Service Recipient; provided, however, that, (x) if so determined by the Committee at the time of any change in status in relation to the Service Recipient (e.g., a Participant ceases to be an employee and begins providing services as a consultant, or vice versa), such change in status will not be deemed a Termination hereunder, and (y) if so determined by the Committee at the time of a furlough, temporary layoff or similar event with respect to a Participant, such furlough, temporary layoff or similar event will not be deemed to be a Termination hereunder until such time as the Committee determines that a Termination has occurred. Notwithstanding anything herein to the contrary, a Participant’s change in status in relation to the Service Recipient (for example, a change from employee to consultant) shall not be deemed a Termination hereunder with respect to any Awards constituting “nonqualified deferred compensation” subject to Section 409A of the Code that are payable upon a Termination unless such change in status constitutes a “separation from service” within the meaning of Section 409A of the Code. Unless otherwise determined by the Committee, in the event that the Service Recipient ceases to be an Affiliate of the Company (by reason of sale, divestiture, spin-off, or other similar transaction), unless a Participant’s employment or service is transferred to another entity that would constitute the Service Recipient immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction. For the avoidance of doubt, in the event that a Participant provides notice of his or her intention to resign at a future date, the Service Recipient may, in its sole and absolute discretion, accelerate such date of Termination without changing the characterization of such Termination, and such Termination shall remain a resignation by the Participant.
“Trading Market” means the OTC Markets (including OTC Pink, OTCQB and OTCQX) (or any successors to any of the foregoing).
3. ADMINISTRATION.
(a) Authority of the Committee. Except as otherwise provided below, the Plan shall be administered by the Committee. The Committee shall have full and final authority, in each case subject to and consistent with the provisions of the Plan, to (1) select Eligible Persons to become Participants, (2) grant Awards, (3) determine the type, number and type of shares of Stock subject to, other terms and conditions of, and all other matters relating to, Awards, (4) prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, (5) construe and interpret the Plan and Award Agreements and correct defects, supply omissions, and reconcile inconsistencies therein, (6) suspend the right to exercise Awards during any period that the Committee deems appropriate to comply with applicable securities laws, and thereafter extend the exercise period of an Award by an equivalent period of time or such shorter period required by, or necessary to comply with, applicable law, and (7) make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. Any action of the Committee shall be final, conclusive, and binding on all Persons, including, without limitation, the Company, its stockholders and Affiliates, Eligible Persons, Participants, and beneficiaries of Participants. Notwithstanding anything in the Plan to the contrary, the Committee shall have the ability to (x) accelerate the vesting of any outstanding Award at any time and for any reason, including upon a Corporate Event, or in the event of a Participant’s Termination by the Service Recipient other than for Cause, or due to the Participant’s death, Disability or retirement (as such term may be defined in an applicable Award Agreement or Participant Agreement, or, if no such definition exists, in accordance with the Company’s then-current employment policies and guidelines), and (y) modify the performance goals and/or performance periods with respect to any Award subject to performance-based vesting criteria. For the avoidance of doubt, the Board shall have the authority to take all actions under the Plan that the Committee is permitted to take.
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(b) Manner of Exercise of Committee Authority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an Award granted or to be granted to a Participant who is then subject to Section 16 of the Exchange Act in respect of the Company, must be taken by the remaining members of the Committee or a subcommittee, designated by the Committee or the Board, composed solely of two or more Qualified Members (a “Qualifying Committee”). Any action authorized by such a Qualifying Committee shall be deemed the action of the Committee for purposes of the Plan. The express grant of any specific power to a Qualifying Committee, and the taking of any action by such a Qualifying Committee, shall not be construed as limiting any power or authority of the Committee.
(c) Delegation. To the extent permitted by applicable law, the Committee may delegate to officers or employees of the Company or any of its Affiliates, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions under the Plan, including, but not limited to, administrative functions, as the Committee may determine appropriate. The Committee may appoint agents to assist it in administering the Plan. Any actions taken by an officer or employee delegated authority pursuant to this Section 3(c) within the scope of such delegation shall, for all purposes under the Plan, be deemed to be an action taken by the Committee. Notwithstanding the foregoing or any other provision of the Plan to the contrary, any Award granted under the Plan to any Eligible Person who is not an employee of the Company or any of its Affiliates (including any non-employee director of the Company or any Affiliate) or to any Eligible Person who is subject to Section 16 of the Exchange Act must be expressly approved by the Committee or Qualifying Committee in accordance with Section 3(b) above.
(d) Sections 409A and 457A. The Committee shall take into account compliance with Sections 409A and 457A of the Code in connection with any grant of an Award under the Plan, to the extent applicable. Any payments in respect of an Award constituting nonqualified deferred compensation subject to Section 409A of the Code that are payable upon a Termination shall be delayed for such period as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code. On the first business day following the expiration of such period, the Participant shall be paid, in a single lump sum without interest, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule applicable to such Award. While the Awards granted hereunder are intended to be structured in a manner to avoid the imposition of any penalty taxes under Sections 409A and 457A of the Code, in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on a Participant as a result of Section 409A or Section 457A of the Code or any damages for failing to comply with Section 409A or Section 457A of the Code or any similar state or local laws (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A or Section 457A of the Code).
4. SHARES AVAILABLE UNDER THE PLAN; OTHER LIMITATIONS.
(a) Number of Shares Available for Delivery. Subject to adjustment as provided in Section 10 hereof, the total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall equal 33,000,000. Shares of Stock delivered under the Plan shall consist of authorized and unissued shares or previously issued shares of Stock reacquired by the Company on the open market or by private purchase. Notwithstanding the foregoing, (1) except as may be required by reason of Section 422 of the Code, the number of shares of Stock available for issuance hereunder shall not be reduced by shares issued pursuant to Awards issued or assumed in connection with a merger or acquisition as contemplated by, as applicable, NYSE Listed Company Manual Section 303A.08, NASDAQ Listing Rule 5635(c) and IM-5635-1, AMEX Company Guide Section 711, or other applicable stock exchange rules, and their respective successor rules and listing exchange promulgations (each such Award, a “Substitute Award”); and (2) shares of Stock shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash.
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(b) Share Counting Rules. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double-counting (as, for example, in the case of tandem awards or Substitute Awards) and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award. Other than with respect to a Substitute Award, to the extent that an Award expires or is canceled, forfeited, settled in cash, or otherwise terminated without delivery to the Participant of the full number of shares of Stock to which the Award related, the undelivered shares of Stock will again be available for grant. Shares of Stock withheld in payment of the exercise price or taxes relating to an Award and shares of Stock equal to the number surrendered in payment of any exercise price or taxes relating to an Award shall not be deemed to constitute shares delivered to the Participant and shall be deemed to again be available for delivery under the Plan.
(c) Incentive Stock Options. No more than 33,000,000 shares of Stock (subject to adjustment as provided in Section 10 hereof) reserved for issuance hereunder may be issued or transferred upon exercise or settlement of Incentive Stock Options.
(d) Shares Available Under Acquired Plans. To the extent permitted by NYSE Listed Company Manual Section 303A.08, NASDAQ Listing Rule 5635(c) or other applicable stock exchange rules, subject to applicable law, in the event that a company acquired by the Company or with which the Company combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the number of shares of Stock reserved and available for delivery in connection with Awards under the Plan; provided that Awards using such available shares shall not be made after the date awards could have been made under the terms of such pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by the Company or any subsidiary of the Company immediately prior to such acquisition or combination.
5. OPTIONS.
(a) General. Certain Options granted under the Plan may be intended to be Incentive Stock Options; however, no Incentive Stock Options may be granted hereunder following the tenth (10th) anniversary of the earlier of (1) the date the Plan is adopted by the Board and (2) the date the stockholders of the Company approve the Plan. Options may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate; provided, however, that Incentive Stock Options may be granted only to Eligible Persons who are employees of the Company or an Affiliate (as such definition is limited pursuant to Section 2(o) hereof) of the Company. The provisions of separate Options shall be set forth in separate Option Agreements, which agreements need not be identical.
(b) Term. The term of each Option shall be set by the Committee at the time of grant; provided, however, that no Option granted hereunder shall be exercisable after, and each Option shall expire no later than, ten (10) years from the date it was granted.
(c) Exercise Price. The exercise price per share of Stock for each Option shall be set by the Committee at the time of grant and shall not be less than the Fair Market Value on the date of grant, subject to Section 5(g) hereof in the case of any Incentive Stock Option. Notwithstanding the foregoing, in the case of an Option that is a Substitute Award, the exercise price per share of Stock for such Option may be less than the Fair Market Value on the date of grant; provided, that such exercise price is determined in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code.
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(d) Payment for Stock. Payment for shares of Stock acquired pursuant to an Option granted hereunder shall be made in full upon exercise of the Option in a manner approved by the Committee, which may include any of the following payment methods: (1) in immediately available funds in U.S. dollars, or by certified or bank cashier’s check, (2) by delivery of shares of Stock having a Fair Market Value equal to the exercise price, (3) by a broker-assisted cashless exercise in accordance with procedures approved by the Committee, whereby payment of the Option exercise price or tax withholding obligations may be satisfied, in whole or in part, with shares of Stock subject to the Option by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price and, if applicable, the amount necessary to satisfy the Company’s withholding obligations, or (4) by any other means approved by the Committee (including, by delivery of a notice of “net exercise” to the Company, pursuant to which the Participant shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise). Notwithstanding anything herein to the contrary, if the Committee determines that any form of payment available hereunder would be in violation of Section 402 of the Sarbanes-Oxley Act of 2002, such form of payment shall not be available.
(e) Vesting. Options shall vest and become exercisable in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in an Option Agreement; provided, however, that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Option at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of an Option shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment. If an Option is exercisable in installments, such installments or portions thereof that become exercisable shall remain exercisable until the Option expires, is canceled or otherwise terminates.
(f) Termination of Employment or Service. Except as provided by the Committee in an Option Agreement, Participant Agreement or otherwise:
(1) In the event of a Participant’s Termination prior to the applicable Expiration Date for any reason other than (i) by the Service Recipient for Cause, or (ii) by reason of the Participant’s death or Disability, (A) all vesting with respect to such Participant’s Options outstanding shall cease, (B) all of such Participant’s unvested Options outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (C) all of such Participant’s vested Options outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is ninety (90) days after the date of such Termination.
(2) In the event of a Participant’s Termination prior to the applicable Expiration Date by reason of such Participant’s death or Disability, (i) all vesting with respect to such Participant’s Options outstanding shall cease, (ii) all of such Participant’s unvested Options outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (iii) all of such Participant’s vested Options outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is twelve (12) months after the date of such Termination. In the event of a Participant’s death, such Participant’s vested Options shall remain exercisable by the Person or Persons to whom such Participant’s rights under the Options pass by will or by the applicable laws of descent and distribution until the earlier of (x) the applicable Expiration Date and (y) the date that is twelve (12) months after the date of such Termination.
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(3) In the event of a Participant’s Termination prior to the applicable Expiration Date by the Service Recipient for Cause, all of such Participant’s Options outstanding (whether or not vested) shall immediately terminate and be forfeited for no consideration as of the date of such Termination.
(g) Special Provisions Applicable to Incentive Stock Options.
(1) No Incentive Stock Option may be granted to any Eligible Person who, at the time the Option is granted, owns directly, or indirectly within the meaning of Section 424(d) of the Code, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary thereof, unless such Incentive Stock Option (i) has an exercise price of at least one hundred ten percent (110%) of the Fair Market Value on the date of the grant of such Option and (ii) cannot be exercised more than five (5) years after the date it is granted.
(2) To the extent that the aggregate Fair Market Value (determined as of the date of grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.
(3) Each Participant who receives an Incentive Stock Option must agree to notify the Company in writing immediately after the Participant makes a Disqualifying Disposition of any Stock acquired pursuant to the exercise of an Incentive Stock Option.
6. RESTRICTED STOCK.
(a) General. Restricted Stock may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate. The provisions of separate Awards of Restricted Stock shall be set forth in separate Restricted Stock Agreements, which agreements need not be identical. Subject to the restrictions set forth in Section 6(b) hereof, and except as otherwise set forth in the applicable Restricted Stock Agreement, the Participant shall generally have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. Unless otherwise set forth in a Participant’s Restricted Stock Agreement, cash dividends and stock dividends, if any, with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and shall be subject to forfeiture to the same degree as the shares of Restricted Stock to which such dividends relate. Except as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any cash dividends withheld.
(b) Vesting and Restrictions on Transfer. Restricted Stock shall vest in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in a Restricted Stock Agreement; provided, however, that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Award of Restricted Stock at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of an Award of Restricted Stock shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment. In addition to any other restrictions set forth in a Participant’s Restricted Stock Agreement, the Participant shall not be permitted to sell, transfer, pledge, or otherwise encumber the Restricted Stock prior to the time the Restricted Stock has vested pursuant to the terms of the Restricted Stock Agreement.
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(c) Termination of Employment or Service. Except as provided by the Committee in a Restricted Stock Agreement, Participant Agreement or otherwise, in the event of a Participant’s Termination for any reason prior to the time that such Participant’s Restricted Stock has vested, (1) all vesting with respect to such Participant’s Restricted Stock outstanding shall cease, and (2) as soon as practicable following such Termination, the Company shall repurchase from the Participant, and the Participant shall sell, all of such Participant’s unvested shares of Restricted Stock at a purchase price equal to the lesser of (A) the original purchase price paid for the Restricted Stock (as adjusted for any subsequent changes in the outstanding Stock or in the capital structure of the Company) less any dividends or other distributions or bonus received (or to be received) by the Participant (or any transferee) in respect of such Restricted Stock prior to the date of repurchase and (B) the Fair Market Value of the Stock on the date of such repurchase; provided that, if the original purchase price paid for the Restricted Stock is equal to zero dollars ($0), such unvested shares of Restricted Stock shall be forfeited to the Company by the Participant for no consideration as of the date of such Termination.
7. RESTRICTED STOCK UNITS.
(a) General. Restricted Stock Units may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate. The provisions of separate Restricted Stock Units shall be set forth in separate RSU Agreements, which agreements need not be identical.
(b) Vesting. Restricted Stock Units shall vest in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in an RSU Agreement; provided, however, that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Restricted Stock Unit at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of a Restricted Stock Unit shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment.
(c) Settlement. Restricted Stock Units shall be settled in Stock, cash, or property, as determined by the Committee, in its sole discretion, on the date or dates determined by the Committee and set forth in an RSU Agreement. Unless otherwise set forth in a Participant’s RSU Agreement, a Participant shall not be entitled to dividends, if any, or dividend equivalents with respect to Restricted Stock Units prior to settlement.
(d) Termination of Employment or Service. Except as provided by the Committee in an RSU Agreement, Participant Agreement or otherwise, in the event of a Participant’s Termination for any reason prior to the time that such Participant’s Restricted Stock Units have been settled, (1) all vesting with respect to such Participant’s Restricted Stock Units outstanding shall cease, (2) all of such Participant’s unvested Restricted Stock Units outstanding shall be forfeited for no consideration as of the date of such Termination, and (3) any shares remaining undelivered with respect to vested Restricted Stock Units then held by such Participant shall be delivered on the delivery date or dates specified in the RSU Agreement.
8. STOCK APPRECIATION RIGHTS.
(a) General. Stock Appreciation Rights may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate. The provisions of separate Stock Appreciation Rights shall be set forth in separate SAR Agreements, which agreements need not be identical.
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(b) Term. The term of each Stock Appreciation Right shall be set by the Committee at the time of grant; provided, however, that no Stock Appreciation Right granted hereunder shall be exercisable after, and each Stock Appreciation Right shall expire no later than, ten (10) years from the date it was granted.
(c) Base Price. The base price per share of Stock for each Stock Appreciation Right shall be set by the Committee at the time of grant and shall not be less than the Fair Market Value on the date of grant. Notwithstanding the foregoing, in the case of a Stock Appreciation Right that is a Substitute Award, the base price per share of Stock for such Stock Appreciation Right may be less than the Fair Market Value on the date of grant; provided, that such base price is determined in a manner consistent with the provisions of Section 409A of the Code.
(d) Vesting. Stock Appreciation Rights shall vest and become exercisable in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in a SAR Agreement; provided, however, that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Stock Appreciation Right at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of a Stock Appreciation Right shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment. If a Stock Appreciation Right is exercisable in installments, such installments or portions thereof that become exercisable shall remain exercisable until the Stock Appreciation Right expires, is canceled or otherwise terminates.
(e) Payment upon Exercise. Payment upon exercise of a Stock Appreciation Right may be made in cash, Stock, or property as specified in the SAR Agreement or determined by the Committee, in each case having a value in respect of each share of Stock underlying the portion of the Stock Appreciation Right so exercised, equal to the difference between the base price of such Stock Appreciation Right and the Fair Market Value of one (1) share of Stock on the exercise date. For purposes of clarity, each share of Stock to be issued in settlement of a Stock Appreciation Right is deemed to have a value equal to the Fair Market Value of one (1) share of Stock on the exercise date. In no event shall fractional shares be issuable upon the exercise of a Stock Appreciation Right, and in the event that fractional shares would otherwise be issuable, the number of shares issuable will be rounded down to the next lower whole number of shares, and the Participant will be entitled to receive a cash payment equal to the value of such fractional share.
(f) Termination of Employment or Service. Except as provided by the Committee in a SAR Agreement, Participant Agreement or otherwise:
(1) In the event of a Participant’s Termination prior to the applicable Expiration Date for any reason other than (i) by the Service Recipient for Cause, or (ii) by reason of the Participant’s death or Disability, (A) all vesting with respect to such Participant’s Stock Appreciation Rights outstanding shall cease, (B) all of such Participant’s unvested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (C) all of such Participant’s vested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is ninety (90) days after the date of such Termination.
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(2) In the event of a Participant’s Termination prior to the applicable Expiration Date by reason of such Participant’s death or Disability, (i) all vesting with respect to such Participant’s Stock Appreciation Rights outstanding shall cease, (ii) all of such Participant’s unvested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (iii) all of such Participant’s vested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is twelve (12) months after the date of such Termination. In the event of a Participant’s death, such Participant’s vested Stock Appreciation Rights shall remain exercisable by the Person or Persons to whom such Participant’s rights under the Stock Appreciation Rights pass by will or by the applicable laws of descent and distribution until the earlier of (x) the applicable Expiration Date and (y) the date that is twelve (12) months after the date of such Termination.
(3) In the event of a Participant’s Termination prior to the applicable Expiration Date by the Service Recipient for Cause, all of such Participant’s Stock Appreciation Rights outstanding (whether or not vested) shall immediately terminate and be forfeited for no consideration as of the date of such Termination.
9. OTHER STOCK-BASED AWARDS.
The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based upon or related to Stock, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee may also grant Stock as a bonus (whether or not subject to any vesting requirements or other restrictions on transfer), and may grant other Awards in lieu of obligations of the Company or an Affiliate to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, subject to such terms as shall be determined by the Committee. The terms and conditions applicable to such Awards shall be determined by the Committee and evidenced by Award Agreements, which agreements need not be identical.
10. ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.
(a) Capitalization Adjustments. The aggregate number of shares of Stock that may be delivered in connection with Awards (as set forth in Section 4 hereof), the numerical share limits in Sections 4(a) and 4(c) hereof, the number of shares of Stock covered by each outstanding Award, and the price per share of Stock underlying each such Award and, if applicable, the performance criteria that must be achieved before such Award shall become earned shall be equitably and proportionally adjusted or substituted, as determined by the Committee, in its sole discretion, as to the number, price, or kind of a share of Stock or other consideration subject to such Awards (1) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock dividends, extraordinary cash dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, amalgamations, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the date of grant of any such Award (including any Corporate Event); (2) in connection with any extraordinary dividend declared and paid in respect of shares of Stock, whether payable in the form of cash, stock, or any other form of consideration; or (3) in the event of any change in applicable laws or circumstances that results in, or in the Committee’s sole discretion could result in, any substantial dilution or enlargement of the rights intended to be granted to, or available for, Participants in the Plan.
(b) Corporate Events. Notwithstanding the foregoing, except as provided by the Committee in an Award Agreement, Participant Agreement or otherwise, in connection with (i) a merger, amalgamation, or consolidation involving the Company in which the Company is not the surviving corporation, (ii) a merger, amalgamation, or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Stock receive securities of another corporation or other property or cash, (iii) a Change in Control, or (iv) the reorganization, dissolution or liquidation of the Company (each, a “Corporate Event”), the Committee may provide for any one or more of the following:
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(1) The assumption or substitution of any or all Awards in connection with such Corporate Event, in which case the Awards shall be subject to the adjustment set forth in Section 10(a) above and to the extent that such Awards vest subject to the achievement of performance criteria, such performance criteria shall be deemed earned (i) based on actual performance through the date of the Corporate Event (or, in the sole discretion of the Committee, at a level greater than actual performance), or (ii) in the event actual performance cannot be measured through the date of the Corporate Event, at the target level (or, if no target is specified, the maximum level) or, in the sole discretion of the Committee, at a level greater than target; and will be converted into solely service-based vesting awards that will vest during the performance period, if any, during which the original performance criteria would have been measured or, during such shorter period as may be determined by the Committee in its sole discretion;
(2) The acceleration of vesting of any or all Awards, subject to the consummation of such Corporate Event; provided, that unless otherwise set forth in an Award Agreement, any Awards that vest subject to the achievement of performance criteria will be deemed earned (i) based on actual performance through the date of the Corporate Event (or, in the sole discretion of the Committee, at a level greater than actual performance), or (ii) in the event actual performance cannot be measured through the date of the Corporate Event at the target level (or, if no target is specified, the maximum level) or, in the sole discretion of the Committee, at a level greater than target;
(3) The cancellation of any or all Awards not assumed or substituted in connection with such Corporate Event (whether vested or unvested) as of the consummation of such Corporate Event, together with the payment to the Participants holding vested Awards (including any Awards that would vest upon the Corporate Event but for such cancellation) so canceled of an amount in respect of cancellation equal to the amount payable pursuant to any cash award or, with respect to other Awards, an amount based upon the per-share consideration being paid for the Stock in connection with such Corporate Event, less, in the case of Options, Stock Appreciation Rights, and other Awards subject to exercise, the applicable exercise or base price; provided, however, that holders of Options, Stock Appreciation Rights, and other Awards subject to exercise shall be entitled to consideration in respect of cancellation of such Awards only if the per-share consideration less the applicable exercise or base price is greater than zero dollars ($0), and to the extent that the per-share consideration is less than or equal to the applicable exercise or base price, such Awards shall be canceled for no consideration;
(4) The cancellation of any or all Options, Stock Appreciation Rights and other Awards subject to exercise not assumed or substituted in connection with such Corporate Event (whether vested or unvested) as of the consummation of such Corporate Event; provided that all Options, Stock Appreciation Rights and other Awards to be so canceled pursuant to this paragraph (4) shall first become exercisable for a period of at least ten (10) days prior to such Corporate Event, with any exercise during such period of any unvested Options, Stock Appreciation Rights or other Awards to be (A) contingent upon and subject to the occurrence of the Corporate Event, and (B) effectuated by such means as are approved by the Committee; and
(5) The replacement of any or all Awards (other than Awards that are intended to qualify as “stock rights” that do not provide for a “deferral of compensation” within the meaning of Section 409A of the Code) with a cash incentive program that preserves the value of the Awards so replaced (determined as of the consummation of the Corporate Event), with subsequent payment of cash incentives subject to the same vesting conditions as applicable to the Awards so replaced and payment to be made within thirty (30) days of the applicable vesting date.
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Payments to holders pursuant to paragraph (3) above shall be made in cash or, in the sole discretion of the Committee, and to the extent applicable, in the form of such other consideration necessary for a Participant to receive property, cash, or securities (or a combination thereof) as such Participant would have been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately prior to such transaction, the holder of the number of shares of Stock covered by the Award at such time (less any applicable exercise or base price). In addition, in connection with any Corporate Event, prior to any payment or adjustment contemplated under this Section 10(b), the Committee may require a Participant to (A) represent and warrant as to the unencumbered title to his or her Awards, (B) bear such Participant’s pro-rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Stock, and (C) deliver customary transfer documentation as reasonably determined by the Committee. The Committee need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Committee may take different actions with respect to the vested and unvested portions of an Award.
(c) Fractional Shares. Any adjustment provided under this Section 10 may, in the Committee’s discretion, provide for the elimination of any fractional share that might otherwise become subject to an Award. No cash settlements shall be made with respect to fractional shares so eliminated.
(d) Double-Trigger Vesting. Unless otherwise provided for in an Award Agreement or Participant Agreement, any Award held by a Participant who experiences an involuntary Termination as a result of a Change in Control shall immediately vest as of the date of such Termination. For purposes of this Section 10(d), a Participant will be deemed to experience an involuntary Termination as a result of a Change in Control if the Participant experiences a Termination by the Service Recipient other than for Cause, or otherwise experiences a Termination under circumstances which entitle the Participant to mandatory severance payment(s) pursuant to applicable law or, in the case of a non-employee director of the Company, if the non-employee director’s service on the Board terminates in connection with or as a result of a Change in Control, in each case, at any time beginning on the date of the Change in Control up to and including the second (2nd) anniversary of the Change in Control.
11. USE OF PROCEEDS.
The proceeds received from the sale of Stock pursuant to the Plan shall be used for general corporate purposes.
12. RIGHTS AND PRIVILEGES AS A STOCKHOLDER.
Except as otherwise specifically provided in the Plan, no Person shall be entitled to the rights and privileges of Stock ownership in respect of shares of Stock that are subject to Awards hereunder until such shares have been issued to that Person.
13. TRANSFERABILITY OF AWARDS.
Awards may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the applicable laws of descent and distribution, and to the extent subject to exercise, Awards may not be exercised during the lifetime of the grantee other than by the grantee. Notwithstanding the foregoing, except with respect to Incentive Stock Options, Awards and a Participant’s rights under the Plan shall be transferable for no value to the extent provided in an Award Agreement or otherwise determined at any time by the Committee.
14. EMPLOYMENT OR SERVICE RIGHTS.
No individual shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for the grant of any other Award. Neither the Plan nor any action taken hereunder shall be construed as giving any individual any right to be retained in the employ or service of the Company or an Affiliate of the Company.
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15. COMPLIANCE WITH LAWS.
The obligation of the Company to deliver Stock upon issuance, vesting, exercise, or settlement of any Award shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Stock pursuant to an Award unless such shares have been properly registered for sale with the U.S. Securities and Exchange Commission pursuant to the Securities Act (or with a similar non-U.S. regulatory agency pursuant to a similar law or regulation) or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale or resale under the Securities Act any of the shares of Stock to be offered or sold under the Plan or any shares of Stock to be issued upon exercise or settlement of Awards. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.
16. WITHHOLDING OBLIGATIONS.
As a condition to the issuance, vesting, exercise, or settlement of any Award (or upon the making of an election under Section 83(b) of the Code), the Committee may require that a Participant satisfy, through deduction or withholding from any payment of any kind otherwise due to the Participant, or through such other arrangements as are satisfactory to the Committee, the amount of all federal, state, and local income and other taxes of any kind required or permitted to be withheld in connection with such issuance, vesting, exercise, or settlement (or election). The Committee, in its discretion, may permit shares of Stock to be used to satisfy tax withholding requirements, and such shares shall be valued at their Fair Market Value as of the issuance, vesting, exercise, or settlement date of the Award, as applicable. Depending on the withholding method, the Company may withhold by considering the applicable minimum statutorily required withholding rates or other applicable withholding rates in the applicable Participant’s jurisdiction, including maximum applicable rates that may be utilized without creating adverse accounting treatment under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto) and as permitted under applicable withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity.
17. AMENDMENT OF THE PLAN OR AWARDS.
(a) Amendment of Plan. The Board or the Committee may amend the Plan at any time and from time to time.
(b) Amendment of Awards. The Board or the Committee may amend the terms of any one or more Awards at any time and from time to time.
(c) Stockholder Approval; No Material Impairment. Notwithstanding anything herein to the contrary, no amendment to the Plan or any Award shall be effective without stockholder approval to the extent that such approval is required pursuant to applicable law or the applicable rules of each national securities exchange on which the Stock is listed. Additionally, no amendment to the Plan or any Award shall materially impair a Participant’s rights under any Award unless the Participant consents in writing (it being understood that no action taken by the Board or the Committee that is expressly permitted under the Plan, including, without limitation, any actions described in Section 10 hereof, shall constitute an amendment to the Plan or an Award for such purpose). Notwithstanding the foregoing, subject to the limitations of applicable law, if any, and without an affected Participant’s consent, the Board or the Committee may amend the terms of the Plan or any one or more Awards from time to time as necessary to bring such Awards into compliance with applicable law, including, without limitation, Section 409A of the Code.
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(d) No Repricing of Awards Without Stockholder Approval. Notwithstanding Sections 17(a) or 17(b) above, or any other provision of the Plan, the repricing of Awards shall not be permitted without stockholder approval. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (1) changing the terms of an Award to lower its exercise or base price (other than on account of capital adjustments resulting from share splits, etc., as described in Section 10(a) hereof), (2) any other action that is treated as a repricing under GAAP, and (3) repurchasing for cash or canceling an Award in exchange for another Award at a time when its exercise or base price is greater than the Fair Market Value of the underlying Stock, unless the cancellation and exchange occurs in connection with an event set forth in Section 10(b) hereof.
18. TERMINATION OR SUSPENSION OF THE PLAN.
The Board or the Committee may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of the date the stockholders of the Company approve the Plan. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated; provided, however, that following any suspension or termination of the Plan, the Plan shall remain in effect for the purpose of governing all Awards then outstanding hereunder until such time as all Awards under the Plan have been terminated, forfeited, or otherwise canceled, or earned, exercised, settled, or otherwise paid out, in accordance with their terms.
19. EFFECTIVE DATE OF THE PLAN.
The Plan is effective as of the Effective Date, subject to stockholder approval.
20. MISCELLANEOUS.
(a) Dividends and Dividend Equivalents.
(1) No dividends or dividend equivalents shall be paid on Options or Stock Appreciation Rights.
(2) Subject to Section 6(a) above with respect to Restricted Stock, no dividends or dividend equivalents shall be paid on unvested Awards or vested Restricted Stock Units prior to the actual delivery of shares of Stock; provided, that the Committee may, in its discretion, accrue on the books of the Company dividends and dividend equivalents with respect to unvested Awards (other than Options or Stock Appreciation Rights) or vested Restricted Stock Units prior to the actual delivery of shares of Stock. Any such accrual by the Committee of such dividends or dividend equivalents for such Awards shall be subject to forfeiture to the same degree as the shares underlying such Award(s). Except as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any dividends or dividend equivalents.
(b) Certificates. Stock acquired pursuant to Awards granted under the Plan may be evidenced in such a manner as the Committee shall determine. If certificates representing Stock are registered in the name of the Participant, the Committee may require that (1) such certificates bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Stock, (2) the Company retain physical possession of the certificates, and (3) the Participant deliver a stock power to the Company, endorsed in blank, relating to the Stock. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, that the Stock shall be held in book-entry form rather than delivered to the Participant pending the release of any applicable restrictions.
(c) Other Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.
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(d) Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Committee, regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Committee consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares of Stock) that are inconsistent with those in the Award Agreement as a result of a clerical error in connection with the preparation of the Award Agreement, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement.
(e) Clawback/Recoupment Policy. Notwithstanding anything contained herein to the contrary, all Awards granted under the Plan, and any shares of Stock or cash or other proceeds received by a Participant in connection with any Award (including upon the exercise, vesting or settlement thereof), shall be and remain subject to any incentive compensation clawback or recoupment policy currently in effect or as may be adopted by the Board (or a committee or subcommittee of the Board) and, in each case, as may be amended from time to time. No such policy adoption or amendment shall in any event require the prior consent of any Participant. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any of its Affiliates. In the event that an Award is subject to more than one such policy, the policy with the most restrictive clawback or recoupment provisions shall govern such Award, subject to applicable law.
(f) Non-Exempt Employees. If an Option is granted to an employee of the Company or any of its Affiliates in the United States who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option will not be first exercisable for any shares of Stock until at least six (6) months following the date of grant of the Option (although the Option may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (1) if such employee dies or suffers a Disability, (2) upon a Corporate Event in which such Option is not assumed, continued, or substituted, (3) upon a Change in Control, or (4) upon the Participant’s retirement (as such term may be defined in the applicable Award Agreement or a Participant Agreement, or, if no such definition exists, in accordance with the Company’s then current employment policies and guidelines), the vested portion of any Options held by such employee may be exercised earlier than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any other Award will be exempt from such employee’s regular rate of pay, the provisions of this Section 20(f) will apply to all Awards.
(g) Data Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as described in this Section 20(g) by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering, and managing the Plan and Awards and the Participant’s participation in the Plan. In furtherance of such implementation, administration, and management, the Company and its Affiliates may hold certain personal information about a Participant, including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), information regarding any securities of the Company or any of its Affiliates, and details of all Awards (the “Data”). In addition to transferring the Data among themselves as necessary for the purpose of implementation, administration, and
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management of the Plan and Awards and the Participant’s participation in the Plan, the Company and its Affiliates may each transfer the Data to any third parties assisting the Company in the implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan. Recipients of the Data may be located in the Participant’s country or elsewhere, and the Participant’s country and any given recipient’s country may have different data privacy laws and protections. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of assisting the Company in the implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit any shares of Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Plan and Awards and the Participant’s participation in the Plan. A Participant may, at any time, view the Data held by the Company with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel the Participant’s eligibility to participate in the Plan, and in the Committee’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative.
(h) Participants Outside of the United States. The Committee may modify the terms of any Award under the Plan made to or held by a Participant who is then a resident, or is primarily employed or providing services, outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country in which the Participant is then a resident or primarily employed or providing services, or so that the value and other benefits of the Award to the Participant, as affected by non–U.S. tax laws and other restrictions applicable as a result of the Participant’s residence, employment, or providing services abroad, shall be comparable to the value of such Award to a Participant who is a resident, or is primarily employed or providing services, in the United States. An Award may be modified under this Section 20(h) in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) of the Exchange Act for the Participant whose Award is modified. Additionally, the Committee may adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Eligible Persons who are non–U.S. nationals or are primarily employed or providing services outside the United States.
(i) Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services for the Company or any of its Affiliates is reduced (for example, and without limitation, if the Participant is an employee of the Company and the employee has a change in status from a full-time employee to a part-time employee) after the date of grant of any Award to the Participant, the Committee has the right in its sole discretion to (i) make a corresponding reduction in the number of shares of Stock subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended.
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(j) No Liability of Committee Members. Neither any member of the Committee nor any of the Committee’s permitted delegates shall be liable personally by reason of any contract or other instrument executed by such member or on his or her behalf in his or her capacity as a member of the Committee or for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer, or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against all costs and expenses (including counsel fees) and liabilities (including sums paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan, unless arising out of such Person’s own fraud or willful misconduct; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such Person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Persons may be entitled under the Company’s certificate or articles of incorporation or by-laws, each as may be amended from time to time, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
(k) Payments Following Accidents or Illness. If the Committee shall find that any Person to whom any amount is payable under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such Person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody of such Person, or any other Person deemed by the Committee to be a proper recipient on behalf of such Person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.
(l) Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Wyoming without reference to the principles of conflicts of laws thereof.
(m) Electronic Delivery. Any reference herein to a “written” agreement or document or “writing” will include any agreement or document delivered electronically or posted on the Company’s intranet (or other shared electronic medium controlled or authorized by the Company to which the Participant has access) to the extent permitted by applicable law.
(n) Statute of Limitations. A Participant or any other person filing a claim for benefits under the Plan must file the claim within one (1) year of the date the Participant or other person knew or should have known of the facts giving rise to the claim. This one-year statute of limitations will apply in any forum where a Participant or any other person may file a claim and, unless the Company waives the time limits set forth above in its sole discretion, any claim not brought within the time periods specified shall be waived and forever barred.
(o) Funding. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company be required to maintain separate bank accounts, books, records, or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees and service providers under general law.
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(p) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in relying, acting, or failing to act, and shall not be liable for having so relied, acted, or failed to act in good faith, upon any report made by the independent public accountant of the Company and its Affiliates and upon any other information furnished in connection with the Plan by any Person or Persons other than such member.
(q) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
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ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 24, 2026
APPROVED BY THE STOCKHOLDERS: _______, 2026
TERMINATION DATE: SEPTEMBER 23, 2036
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Exhibit 99.2
Michael Williams
Michael Williams is a three-time Emmy-nominated entertainment and technology executive, producer and entrepreneur whose career has unfolded at the leading edge of live media. For nearly three decades, he has built and led ventures spanning live-event production, music, professional sports, streaming media and immersive technology - bringing together creative talent, global brands and emerging platforms to redefine how audiences experience entertainment.
Mr. Williams’ production portfolio encompasses hundreds of live and digitally distributed events, including work associated with the International Olympic Committee, NBA All-Star halftime productions, Executive Producer of the live stream for such Festivals as Bottlerock in Napa California, Junkanoo Festival in Nassau Bahamas ,TikTok and more recently Lockwood Hotels in conjunction with Universal Music Hotels. His projects and ventures have involved some of the world’s most recognized recording artists, including Snoop Dogg, Beyonce, H.E.R., Alicia Keys, Kings of Leon, Daughtry, Imogen Heap and David Archuleta. Across these productions, he has consistently combined cultural relevance, large-scale execution and new technology to expand the relationship between artists and their audiences.
Long before livestreaming became a foundation of the global media business, Mr. Williams recognized its potential to transform entertainment. He helped pioneer, develop and commercialize early interactive concert and digital-distribution models. A strategic alliance with Nielsen Holdings led to the launch of BillboardLive.com, presenting innovative, multi-camera online concert experiences featuring internationally recognized artists. Mr. Williams also worked with Microsoft during the development and commercial introduction of Silverlight, alongside technology providers including iStreamPlanet and Akamai, to advance scalable live-video delivery across internet-connected devices.
Among his early artist-facing initiatives was his work with Snoop Dogg during the emergence of digital video and direct-to-fan media. That combination of cultural instinct and technological foresight has remained a defining feature of Mr. Williams’ career. His work has also included strategic relationships and initiatives involving Microsoft, Sony, Extra, Billboard, and other leading media, technology and entertainment organizations.
Today, Mr. Williams is Chairman and Chief Executive Officer of MWP Entertainment Group, LLC (“MWPEG”), the successor enterprise to media and technology ventures he has founded. MWPEG develops and produces live, experiential and digitally distributed entertainment while building new applications for artificial intelligence, extended reality, holographic performance and next-generation media platforms.
Mr. Williams is also a co-owner of Musion 3D and leads its U.S. operations, supporting the expansion and commercialization of holographic performance, telepresence and immersive-entertainment technologies. He previously served as Chairman of the NFL Alumni Las Vegas.
Chapter and brings extensive experience in corporate strategy, business development, intellectual property, strategic partnerships, technology commercialization and entertainment finance.
Throughout his career, Mr. Williams has demonstrated an uncommon ability to identify where culture, technology and commerce are moving and to build the partnerships and platforms capable of meeting them there. He brings the experience of a proven operator, the instincts of a producer and the ambition of an entrepreneur who believes the most consequential evolution of entertainment is still ahead.