BXBL 8-K
BOXABL Inc. (BXBL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On August 25, 2026, BOXABL Inc. (the “Company”) entered into a Product Purchase Agreement (the “Agreement”) with LC Vegas Acquisitions, LLC (the “Buyer”). The Agreement contemplates the purchase of up to 1,580 BOXABL ranch homes over a three-year period. Any purchases under the Agreement must be in batches of 50 units.
The ranch homes contemplated by the Agreement would be a new BOXABL design that includes three bedrooms and 2.5 bathroom, with 1400 square feet of interior space plus a carport. The Agreement provides for payment of $100,000 by the Buyers towards engineering and design work for the ranch homes.
The Company is responsible for engineering and design of the homes, providing interior mechanicals, plumbing and electrical and securing approval from the State of Nevada for the plan sets. The Company will also providing local oversight and project management for site installation. Buyer is responsible for site development and local permits for site plans, installation on foundations, zoning, utilities, interior finishes and occupancy permits. Buyer is also responsible for providing roofing, cladding and any garage or carport. The aggregate potential amount of purchases under the Agreement is approximately $233 million, subject to adjustment following finalization of engineering and material selections.
The Agreement does not require that the Buyer purchase any homes and may be terminated at any time by the Buyer upon written notice to the Company. Upon termination, the Buyer would be responsible for payment for approved work and expenses incurred by the Company.
The Company entered into an amendment to the Agreement on August 25, 2026, under which it has agreed to issue shares of Class A Common Stock to the Buyer as an incentive to the Buyer to place significant orders under the Agreement. The Company has agreed to issue to the Buyer a dollar amount of shares, based on the volume weighted average price of the Class A Common Stock on Nasdaq on the date of any deposit made towards purchase of units under the Agreement. The incentives would result in the issuance of $1 million in Class A Common Stock for a deposit amount between $10 million and $19.9 million, $2 million in Class A Common Stock for a deposit amount between $20 million and $29.9 million, and $3 million in Class A Common Stock for a deposit amount of $30 million or greater, subject to certain beneficial ownership limitations. In addition, the Company agrees to register the Class A Common Stock issued under the incentive for resale within 120 days after the final payment has been received associated with the purchase order for which the incentive was granted.
The description of the Agreement, as amended, is qualified entirely by reference to Exhibit 10.1 hereto, which is incorporated by reference herein.
Item 3.02, Unregistered Sales of Equity Securities
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1+ | Product Purchase Agreement, dated August 25, 2026, between the Company and LC Vegas Acquisitions, LLC | |
| 10.2 | First Amendment to Product Purchase Agreement, dated August 25, 2026, between the Company and LC Vegas Acquisitions, LLC | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
+ Portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10). The Company agrees to promptly provide on a supplemental basis an unredacted copy of the exhibit and its materiality and privacy or confidentiality analyses if requested by the Commission or its staff.
SIGNATURE
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 hereunto duly authorized.
| Boxabl Inc. | ||
| Date: August 28, 2026 | By: | /s/ Martin Noe Costas |
| Martin Noe Costas | ||
| Chief Financial Officer | ||
Exhibit 10.1
[Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.]
Product Purchase Agreement
Boxabl Casita Units (“Units”)
This Product Purchase Agreement (“Purchase Agreement”) is effective on the date signed by Buyer and is between Boxabl, Inc., a Nevada Corporation having an address of 5345 East North Belt Road, North Las Vegas, NV 89115 USA (“Boxabl”) and LC Vegas Acquisitions, LLC having an address of 540 N Dearborn St, 101255, Chicago, IL 60610-9998 (“Buyer”). In this Purchase Agreement, Boxabl and Buyer are sometimes individually referred to as a “Party” and collectively as the “Parties” to this Purchase Agreement.
In consideration of the provisions of this Purchase Agreement, including the Purchase Price (defined below) payable by Buyer to Boxabl, the Parties agree as follows:
1. Agreement to Purchase. Boxabl agrees to sell, and Buyer agrees to purchase, up to the Order Amount of Units of factory-built housing for the specified price (“Purchase Price”), and manufactured to the specifications, set forth in the Purchase Invoice attached as Exhibit A. The Purchase Price shall include such appliances as are specified in Exhibit A. Pursuant to NEV. REV. STAT. § 489.7154(b), Boxabl and Buyer acknowledge that (a) the identification number or identifying marks of the factory-built housing shall be set forth in the Purchase Invoice; and the Deposit referenced in Paragraph 2 hereof shall be deemed the first installment payment for the sale that is due from the Buyer. The Purchase Price shall be F.O.B. Boxabl’s manufacturing facility in North Las Vegas, Nevada. NO PORTION OF THE PURCHASE PRICE FOR ANY UNIT SHALL BE REFUNDABLE AFTER ITS SHIPMENT AS PROVIDED IN PARAGRAPH 7. The serial numbers and detailed specifications of each Unit included in the Order shall be as set forth in Exhibit A, and all Units referenced therein shall be deemed substantially custom made for Buyer. Options, features, or hardware released or changed by Boxabl after Buyer executes this Purchase Agreement may not be included in or available for the Units. The quantities set forth in Exhibit A represent the maximum number of Units Buyer may elect to order and do not constitute a minimum purchase commitment. Buyer shall have no obligation to order or purchase any Units except as and when Buyer issues a written batch notice to commence production, and Buyer may decline to issue any such notice in its sole discretion.
2. Deposit. Deposits are due and payable at the times and in the amounts indicated in Exhibit A. Deposits will be credited against the total Purchase Price of the Order Amount of Units, and will be deemed earned by Boxabl in the manner specified in Paragraph 6 below.
3. Price Escalation. If, during the performance of this Purchase Contract, the price of the materials significantly increases, through no fault of Boxabl, the price shall be equitably adjusted by an amount reasonably necessary to cover any such significant price increases. As used herein, a significant price increase shall mean any increase in price exceeding 5% experienced by Boxabl as to any specific item of labor or materials or other cost item from the date of Purchase Contract execution. Such price increases shall be documented through quotes, invoices or receipts. Where delivery of material is delayed, through no fault of Boxabl, as a result of the shortage or unavailability of such materials, Boxabl shall not be liable for any additional costs or damages associated with such delays; and such delays shall be deemed an excusable delay under this Purchase Contract.
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4. Buyer Acknowledgments. Buyer is purchasing the Order Amount of Units with a full and complete understanding of the conditions and circumstances precedent to the utilization of the Units, which are set forth in this paragraph, which Buyer shall be deemed to have read and understood.
| (a) | Government Approvals. Boxabl shall be responsible to provide engineering services as necessary to secure approval of the design and fabrication of the Units from the State of Nevada, including but not limited to plan sets stamped with the seal of licensed engineering professionals to the extent required by applicable law. Such engineering plan sets shall include the Units and such roofing, cladding, and garage/carport attachments as may be identified in Exhibit A, but shall not include foundation design, which shall be the responsibility of Buyer. Further, Boxabl shall be responsible for all “in-house” inspections, including but not limited to third-party inspections, of the Units during manufacturing as required by Nevada Law and necessary for the application of the State seal indicating compliance with same. Boxabl shall be responsible to provide Buyer with “cut sheets” for specified roofing and cladding materials in sufficient time to permit Buyer’s procurement of same without delay to Unit installation. As between Boxabl and Buyer, Buyer will be solely responsible for all governmental approvals, permits and inspections required for site design, planning, subdivision, layout, zoning and similar compliance, as well as for the placement, installation/erection, and modification of the Units at their intended sites and for occupancy of the Units, including, without limitation, building permits utility service, wastewater and occupancy permits, as well as all investigations, applications, site work and Unit finishing operations that are necessary to comply with all statutes, regulations, ordinances and building and zoning codes applicable thereto, including but not limited to use zone requirements, wind pressure requirements, sloped roof requirements, snow load requirements, earthquake and anchoring requirements, setbacks, area limitations, site development and property line requirements, and architectural/aesthetic requirements. The Units shall be manufactured in State-certified facilities to comply with applicable federal, state and local building codes and, where applicable, the governing state’s requirements for factory-built buildings. Notwithstanding the foregoing, depending on the authority having jurisdiction (“AHJ”), sections within the different international and national codes with standards to which the Units have been designed to comply may lend themselves to differing interpretations. Buyer acknowledges and agrees that, whether or not the local jurisdiction currently has or does not have specific codes and/or regulations applicable to factory-built structures, knowledge of and compliance with the specific placement, construction, installation, inspection and similar requirements of the installation locality’s AHJ is the responsibility of Buyer, including, where applicable, or in conjunction with, Buyer’s locality-licensed general contractor. In the event Boxabl is required to issue any payment to the AHJ in connection with Buyer’s installation of the Units, whether for permits, plan review, inspections or otherwise, Buyer shall promptly reimburse Boxabl the full amount of such payment upon demand. | |
| (b) | Site Preparation. Buyer is responsible for installation of the Units at their intended sites, and utility, water and wastewater hook-ups. It is Buyer’s responsibility to select and lay out such sites for the Units, and to perform site preparation for receiving the Units, including but not limited to foundation design and construction, utility-line routing, well or town water provision and connection, sewer / septic field supply and connection, deck, steps, walkway, driveway supply and installation, grading and landscaping, mailboxes and house numbers, and/or such other items as may be desired by Buyer or may be appropriate for the safe utilization and habitation of the Units. Notwithstanding such responsibilities of Buyer, Boxabl shall be responsible to conduct a pre-installation survey at the site no fewer than fifteen (15) calendar days prior to Unit Deployment, which shall include field verification that all building pads, structural embeds, and MEP connections are present and correctly positioned to permit Unit deployment and installation. |
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| (c) | Unit Deployment. A crane, telehandlers or alternative lifting device is required for Unit deployment, and it is Buyer’s responsibility to make appropriate arrangements for having such equipment available at the site or sites chosen for Unit deployment. The operations associated with the deployment of the folded floor, wall and roof portions of the Units are inherently dangerous and can lead to injury or death to those personnel involved in the deployment operations. Boxabl will provide unpacking instructions which must be followed during Unit deployment. The Purchase Price includes Boxabl’s provision of one deployment advisor per Unit installation to oversee and consult on unpacking, deployment and installment operations. Such services shall not relieve Buyer of its responsibilities under this agreement including, but not limited to, obtaining government approvals, preparing the site, procuring a general contractor, unpacking, deploying and installing the Unit, and obtaining a government assessment. As between Boxabl and Buyer, Buyer shall be solely responsible for all operations relating to Unit deployment and installation, and any injuries or damage resulting therefrom. | |
| (d) | Unit Finishing. The Units are not finished dwellings and will require finishing operations after deployment and prior to occupancy, such as but not limited to all interior finishes, roof framing, roof decking and shingling/membrane installation,, gutter installation, TPO roof installation, exterior cladding, and any other weather sealing as Buyer desires, all of which will incur additional construction, permitting, inspection and/or other costs beyond the Purchase Price. Buyer shall be solely responsible for the procurement and installation of finishing materials. | |
| (e) | Governmental Assessments. Boxabl will have no responsibility for any state, county, municipal, village or other local property taxes or assessments arising from the placement of the Units at their intended sites. In the event Boxabl is held responsible for any such taxes or assessments, Buyer shall reimburse Boxabl for same promptly upon written demand. | |
| (f) | Legal Purpose. Buyer represents that its intention to use the Units is for the legal purpose as reflected by Buyer’s insertion in Exhibit B, “Statement of Intended Use.” | |
| (g) | Occupancy. Upon completion of Buyer’s installation of each Unit, Buyer shall be responsible to procure the issuance of a certificate of occupancy (or its equivalent) from the installation locality’s AHJ. | |
| (h) | Responsibility for Cost of Compliance. Buyer acknowledges and agrees that, as between Boxabl and Buyer, Buyer shall be solely responsible for all costs of compliance with its obligations and responsibilities as set forth in this Paragraph 4 and elsewhere in this Purchase Agreement. |
5. Sales Taxes. The Purchase Price is inclusive of sales and use taxes only if shown in a separate line item on the Purchase Invoice and corresponding with the jurisdiction of the shipment’s destination. Buyer is responsible for applicable tax, or other governmental fee, that may be owed, either in Boxabl’s or Buyer’s jurisdiction and which may arise out of the sale or use of any of the Order Amount of Units. In the event that any state, tribal, or other governmental authority holds or seeks to hold Boxabl liable for any fee in the nature of a sales or use tax arising from buyer’s purchase of Units, Buyer agrees to pay such fee on Boxabl’s behalf, or reimburse Boxabl the amount of such fee if Boxabl elects to make payment.
6. Order Process; Cancellation; Changes.
| (a) | After Buyer’s execution of this Purchase Agreement, Boxabl will schedule and take appropriate steps to prepare for the manufacture of the Order Amount of Units (including but not limited to purchasing materials and performing other pre-construction activities) at which point each 40% Deposit referenced in Exhibit A will be deemed to have been earned. Prior to issuance of any Shipment Invoice (defined below), any shipment dates for Buyer’s Order Amount of Units that Boxabl may provide are only good faith estimates; Boxabl does not guarantee the date(s) when the Order Amount of Units will actually be manufactured or delivered. Boxabl will notify Buyer when each Unit of the Order Amount will be available for pick-up or, at Buyer’s option, shipment (“Shipment Date”) in a Shipment Invoice. In addition to a Shipment Date, the Shipment Invoice will also set forth the balance due for the Unit, which will be the pro rata portion of the Purchase Price attributable to such Unit less the pro rata amount of the Deposit (“Balance Due”). Where multiple Units will be available for shipment within the same week, Boxabl may for convenience combine them into one, and/or require combined payments for its convenience. |
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| (b) | In the event Buyer seeks to cancel all or any part of its order following execution of this Purchase Agreement (or if Buyer breaches this Agreement following which Boxabl cancels the order), then at Boxabl’s election, in lieu of pursuing such remedies as may be accorded it under law, Boxabl may retain the Deposit as liquidated damages (and not a penalty), prorated to the extent of the cancellation and to the extent not otherwise prohibited by law. Buyer acknowledges that the Deposit is a fair and reasonable estimate of the actual damages that Boxabl may incur in storing, remarketing and reselling the Order Amount of Units, costs that are otherwise impracticable or extremely difficult to determine. If Boxabl does not elect to retain the Deposit as liquidated damages, then Boxabl shall have the full right to pursue such remedies against Buyer for Buyer’s cancellation (or breach) as are accorded it under law. | |
| (c) | Any Buyer-requested changes to design, or to specifications relating to the Order Amount of Units, including changes to features of the Units that Buyer had previously specified, must be approved by Boxabl in writing, and are subject to price adjustments in the Purchase Price and/or the Balance Due. |
7. Shipment.
| (a) | Balance Due Payment. The amount shown on each Shipment Invoice is due on or before the Shipment Date. If Buyer does not pay in full the Balance Due by or on the Shipment Date set forth in the Shipment Invoice, then Boxabl shall have the right to hold back the affected Unit(s) and any remaining Units of the Order Amount until payment is made by Buyer for all remaining Units of the Order Amount. Further, Boxabl shall have the right to treat Buyer’s failure to pay in full the Balance Due as a cancellation of the remaining undelivered Order Amount, subject to Boxabl’s remedies set forth in Paragraph 6 above. Under no circumstances will any undelivered portion of the Order Amount of Units be made available for shipment to Buyer if any Balance Due is not fully paid. | |
| (b) | Transport. Buyer shall be solely responsible to arrange for, coordinate, and pay for shipping of all Units from Boxabl’s manufacturing facility in North Las Vegas, Nevada, to Buyer’s desired location(s). Buyer agrees to timely arrange for such shipping on the Shipment Date (or such later date as Boxabl shall agree to in writing). Buyer shall ensure that its designated transporter maintains in place such insurance as may be necessary to protect Boxabl from loss or damage during all phases of transport and delivery, commencing immediately upon Boxabl’s transfer of the Unit(s) to such transporter. Such insurance shall name Boxabl as an additional insured, and shall be primary and non-contributory to any of Boxabl’s insurance policies. Buyer shall cause its transporter to provide Boxabl with proof of such insurance upon request. Upon Buyer’s written request, Boxabl may agree (in Boxabl’s sole discretion), to arrange, coordinate and pay for such shipping and insurance, on Buyer’s behalf, in which case the cost of same will be included in the Balance Due. | |
| (c) | Legal Title and Risk of Loss. To the fullest extent permissible under applicable law, legal title to each of the Order Amount of Units shall pass from Boxabl to Buyer upon Boxabl’s delivery of such Unit, together with either a Manufacturer’s Statement of Origin, or an assignment of a State of Nevada title certificate (either, a “Title Certificate”) for such Unit, to Buyer. Notwithstanding anything to the contrary contained in this Agreement or in any subsequent agreement by which Boxabl agrees to assist Buyer with the arrangement of shipping or transportation of any of the Order Amount of Units, Buyer agrees and acknowledges that Boxabl’s delivery of Units and Title Certificates to Buyer’s designated transporter, or any other representative designated by Buyer in writing, at Boxabl’s manufacturing facility in North Las Vegas, Nevada shall be deemed delivery to Buyer for all purposes. Transfer of legal title shall be deemed to occur at Boxabl’s manufacturing facility in North Las Vegas, Nevada, notwithstanding the transfer or deposit of any part of the Purchase Price into a Boxabl bank account maintained at a banking institution at any other location. Boxabl shall bear the risk of loss or damage to the Unit(s) prior to delivery. Buyer assumes the risk of loss or damage to the Unit(s) immediately upon delivery to Buyer’s transporter at Boxabl’s manufacturing facility in North Las Vegas, Nevada, without regard to whether such shipment is arranged, contracted for, or paid for, by Buyer or by Boxabl. Buyer waives claims against Boxabl relating to risk of loss after such risk is assumed by Buyer, without regard to whether any policies of insurance referenced in the foregoing subparagraph 7(b) have been procured or are in effect. |
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| (d) | Force Majeure. Delivery by Boxabl to Buyer of any portion or all of the Order Amount of Units is subject to variables out of Boxabl’s control, including acts of God or public enemy, acts of governmental authorities in either its or their sovereign or contractual capacity, fires, power outages, floods, epidemics, pandemics, quarantine restrictions, strikes, labor unrest, unusually severe weather and civil unrest. |
8. Limited Warranty; Disclaimer and Exclusion of Other Warranties.
| (a) | Boxabl warrants to Buyer that the Unit(s) will be manufactured in accordance with the specifications provided in Exhibit A, and will be free from substantial defects in material or workmanship used or furnished in Boxabl’s manufacturing of such Unit(s) (“Covered Defect”), on the Shipment Date and for a period of the greater of (a) one year following the Shipment Date, or (b) the duration of any warranty applicable to the Unit(s) under governing law (“Limited Warranty”). Original equipment supplied by Boxabl as part of the Unit(s), such as heating and cooling equipment, furnaces, air conditioners; and major appliances, such as water heaters, cooking stoves, refrigerators, plumbing fixtures, electrical equipment, roofing, chassis, and other appliances (“Equipment”) is warranted solely by the manufacturers or suppliers of such Equipment. Equipment warranties, including contact information for its manufacturers or suppliers, is included in Exhibit A. Buyer’s sole remedy as to defects in such items (other than defects resulting from improper factory installation) shall be as available pursuant to such manufacturers’ or suppliers’ warranties. | |
| (b) | To make a claim under Boxabl’s Limited Warranty, the Covered Defect must arise within the timeframe set forth in subparagraph 8(a), above, and Buyer must notify Boxabl in writing within fourteen (14) days after discovery of the subject Covered Defect. | |
| (c) | Following receipt of a proper claim under the Limited Warranty, Boxabl has the right to inspect the Unit(s). Buyer agrees to grant Boxabl or its authorized representative access to the Unit(s) upon receiving notice of Boxabl’s intention to inspect. | |
| (d) | The Limited Warranty does not apply to any alleged conditions or defects aside from Covered Defects. The following list describes, without limitation, certain types of conditions or defects, and/or causes of conditions or defects, not covered by the Limited Warranty: |
| ● | Acts of God, accident or casualty; | |
| ● | Failure to use the Unit(s) for its/their intended purpose, as set forth in the Statement of Intended Use executed by Buyer and submitted to Boxabl; | |
| ● | Governmental use, including all military, police and emergency shelter dispositions; | |
| ● | Commercial use; | |
| ● | Abuse, negligence, and/or vandalism; | |
| ● | Normal wear and tear under normal usage; | |
| ● | Failure to perform customary routine maintenance; | |
| ● | Failure to maintain adequate internal climate; | |
| ● | Damage to the Unit(s) that occurs after the date on which the Unit(s) leave Boxabl’s manufacturing facility, including damage incurred during the course of transport, delivery, placement and/or installation of the Unit(s); |
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| ● | Conditions or defects caused by or arising from site location or site preparation for the Unit(s), including without limitation inadequate foundation, settling, shifting soil and ground water flow, ponding or drainage; | |
| ● | Damage to the Unit(s) caused by or arising as a result of improper installation, including without limitation improper deployment of floor portions, walls or wall portions, or roof portions; | |
| ● | Defective or poor workmanship in the Unit(s)’ installation and/or connection to utilities; | |
| ● | Damage, defects or other conditions resulting from alterations, additions, modifications or improvements to the Unit(s), performed by any person or entity other than Boxabl following the Shipment Date; | |
| ● | Damage, defects or other conditions resulting from installation of equipment or appurtenances performed by any person or entity other than Boxabl following the Shipment Date; | |
| ● | Conditions resulting from repairs to the Unit(s) or appliances, and/or heating and air conditioning equipment, performed by any person or entity other than Boxabl (or its authorized warranty service representative) following the Shipment Date; | |
| ● | Improper utility service, such as excessively high water pressure, excessive voltage or current spikes and/or malfunctioning waste water connections; | |
| ● | Noncompliance of the selection, installation, modification or use of the Unit(s) with any location-specific statutes, regulations, ordinances, and/or building and zoning codes applicable thereto, including but not limited to wind ratings, snow loads, and/or earthquake and anchoring requirements, unless contrary to applicable law; and | |
| ● | Noncompliance of the selection, installation, modification or use of the Unit(s) with any specifications required for the issuance of a certificate of habitability, certificate of occupancy, and the like. |
| (e) | Boxabl’s obligations under this Limited Warranty are limited to repair or replacement, at Boxabl’s option. In the case of replacement, if the identical relevant Unit component is not available, Boxabl will install a similar component of an equal or greater quality/finish than the component being replaced. Buyer agrees that any removed and replaced component becomes the property of Boxabl. Boxabl’s actions, in the form of repair or replacement pursuant to the Limited Warranty, shall not extend the limitations period applicable to this Limited Warranty set forth in subparagraph 8(a), above. For the avoidance of doubt, Unit component(s) repaired or replaced pursuant to this Limited Warranty shall be subject to the same limitations period applicable to the relevant Unit as a whole. In the event of a breach or repudiation of this Limited Warranty by Boxabl, Buyer shall not be able to recover any incidental or consequential damages as defined in applicable law governing the sale of goods. | |
| (f) | THIS LIMITED WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESSED OR IMPLIED. BOXABL HEREBY DISCLAIMS AND EXCLUDES FROM THIS PURCHASE AGREEMENT ALL WARRANTY OBLIGATIONS, EXPRESS OR IMPLIED, OF MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT OTHERWISE EXCEED THE LEGAL WARRANTIES REQUIRED BY APPLICABLE LAW. BOXABL FURTHER DISCLAIMS ALL WARRANTIES FOR APPLIANCES INCLUDED IN THE SALE OF THE UNIT(S), AND COMPONENTS OF ANY INSTALLED SYSTEM, FOR WHICH MANUFACTURER’S WARRANTIES ARE MADE AVAILABLE TO BUYER. BUYER ACKNOWLEDGES THAT ALL WARRANTIES OF THE UNIT(S), EXPRESS OR IMPLIED, THAT ARE NOT ASSUMED BY BOXABL HEREIN ARE WAIVED AND EXCLUDED, UNLESS CONTRARY TO APPLICABLE LAW. | |
| (g) | Any warranty owed by Boxabl extends only to Buyer and is not transferable to any subsequent owner, unless contrary to applicable law. |
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9. Disclaimer of Liability, Limitation on Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BOXABL SHALL NOT BE LIABLE TO BUYER IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OR THE CLAIM, DEMAND OR ACTION, ALLEGING ANY LOSS, INJURY OR DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, ARISING OUT OF THE MOVEMENT, SITING, DEPLOYMENT, FINISHING, OCCUPANCY, USE OR POSSESSION OF THE UNITS, OR ANY INABILITY TO OCCUPY, USE OR POSSESS THE UNITS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BUYER WAIVES ALL CLAIMS AGAINST BOXABL FOR INCIDENTAL, SPECIAL AND CONSEQUENTIAL DAMAGES DUE TO DEFECTS IN THE UNITS, OR ANY OTHER BREACH OF THIS PURCHASE AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE AMOUNT OF MONEY DAMAGES FOR WHICH BOXABL MAY BE LIABLE TO PAY TO BUYER UNDER THIS AGREEMENT, RESULTING FROM ANY CAUSE WHATSOEVER ARISING IN CONNECTION WITH ANY INDIVIDUAL UNIT, SHALL BE LIMITED TO THE PORTION OF THE PURCHASE PRICE ACTUALLY PAID BY BUYER TO BOXABL FOR SUCH UNIT. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to Buyer.
10. Insurance and Indemnification. Except as provided in Paragraph 7(b) above, it shall be Buyer’s responsibility to coordinate and purchase any insurance coverage to protect Buyer from loss of or damage to the Unit(s) after the Shipping Date. Further, Buyer shall be responsible to cause all of its contractors (and their subcontractors, if any) retained to deploy or install Boxabl Units to maintain Commercial General Liability insurance for each deployment / installation as provided in Exhibit C (“Insurance Requirements for Installation Contractors”). Further, to the fullest extent permitted by applicable law, Buyer agrees to defend, indemnify and hold harmless BOXABL and its consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the transport, deployment, and/or installation of Unit(s), provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, but only to the extent caused by the negligent acts or omissions of Buyer, its transporter(s), deployer(s), installer(s), or anyone directly or indirectly employed by Buyer or anyone for whose acts Buyer may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this paragraph. In the event Buyer retains any contractors to deploy or install all or any portion of any Unit(s), Buyer shall cause the foregoing indemnification obligations to be included in its written agreement(s) with such contractors, and in such contractor’s written agreement(s) with its subcontractor(s).
11. Termination and Responsibility for Design and Pre-Construction Work. Notwithstanding anything to the contrary contained in this Purchase Agreement, Buyer may, at any time, terminate this Purchase Agreement for its convenience, and without cause, upon written notice to Boxabl. Upon such convenience termination, Buyer shall pay Boxabl for work performed between the effective date of this Purchase Agreement and the date of such termination, and direct costs incurred by reason of such termination, including costs to attributable to termination of subcontracts and supply agreements, provided that such work was performed by Boxabl with the advance written consent of Buyer. For the avoidance of doubt, the Parties agree and acknowledge that Buyer shall have no responsibility to compensate Boxable for any design or pre construction work performed prior to the effective date of this Purchase Agreement, and that the cost of such work shall be deemed included in the Purchase Price to be paid for the Order Amount of Units, or any portion thereof, to the extent such amount becomes due pursuant to the terms hereof. For the further avoidance of doubt, Buyer shall have no obligation to compensate Boxabl for any work, services, engineering, design, procurement, or other activity performed without Buyer’s advance written consent, regardless of when performed, and any such work shall be undertaken at Boxabl’s sole cost and risk. Without limiting the foregoing, the $100,000 engineering and design fee set forth in Exhibit A shall not be owed, and no such engineering or design work shall commence, unless and until Buyer issues separate written notice to Boxabl to proceed, and such fee shall be subject to termination under this Paragraph 11.
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STANDARD TERMS AND CONDITIONS
RESOLUTION OF DISPUTES
Any disputes arising out of or relating to this Purchase Agreement or the relationship by and between the Parties shall be resolved solely by litigation as provided herein.
GOVERNING LAW, JURISDICTION AND VENUE
Any disputes arising out of or relating to this Purchase Agreement governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice of law rules or any principle calling for application of the law of any other jurisdiction. Any action or proceeding brought to enforce the terms of this Purchase Agreement or in which any of the parties alleges a breach of this Purchase Agreement shall be brought exclusively in any state or federal court located in the State of Nevada, County of Clark. The parties hereto expressly and irrevocably consent to the personal jurisdiction and venue of such courts in any such action or proceeding. The parties hereto further expressly acknowledge and agree that such courts shall have the exclusive jurisdiction to adjudicate any action or proceeding brought to enforce this Purchase Agreement, and that no other court in any state or country shall have the jurisdiction to adjudicate any such action or proceeding. Further, the parties hereto expressly and irrevocably waive any claim or defense in such action or proceeding based upon lack of personal jurisdiction, forum non conveniens, or improper venue.
To the fullest extent permitted by applicable law, notwithstanding any statute establishing a period of limitation for the commencement of actions or proceedings, the Parties irrevocably agree that all actions and/or proceedings relating to an alleged breach of this Purchase Agreement, including but not limited to alleged breaches of Boxabl’s Limited Warranty, shall be barred if not commenced within two years after the later of the Shipment Date or the date of such alleged breach.
E-SIGNATURE AND EXECUTION
This Agreement is digitally signed by Boxabl, conforming to the 2000 E-Sign act. The Party’s digital signature and date creates a valid binding contract for both Parties.
This Purchase Agreement may be executed by hand or by mutually acceptable electronic means, and any electronic image that has been duly executed, or displays indicia of due execution by both Parties thereon, shall be given the same effect or be deemed an original. Each Party represents and warrants that the individual signing this Purchase Agreement on its behalf has full power and authority to execute it, and that such execution has been duly authorized by such Party. IMPORTANT: BUYER ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE TERMS AND CONDITIONS CONTAINED IN THIS PURCHASE AGREEMENT— INCLUDING THE LIMITED WARRANTY APPLICABLE TO THE UNIT(S) — BEFORE SIGNING IT. BUYER ACKNOWLEDGES RECEIVING A COPY OF THIS PURCHASE AGREEMENT AT THE TIME IT WAS SIGNED.
NOTICE
All notices may be given by email to the email addresses given below, if confirmed by regular U.S. mail, postage prepaid, sent to the addresses of the Parties, with Boxabl’s address being 5345 East North Belt Road, North Las Vegas, NV 89115 USA; and Buyer’s address being set forth above. Notices shall be deemed effective upon receipt.
GOVERNING LAW
All disputes arising out of or relating to this Purchase Agreement, shall be governed by and construed in accordance with the internal laws of the State of Nevada, without giving effect to any choice of law rules or any principle calling for application of the law of any other jurisdiction.
WAIVER
Unless otherwise provided, the failure of either Boxabl or Buyer at any time to demand strict performance by the other of any terms, covenants or conditions set forth herein, shall not be constructed as a continuing waiver or relinquishment thereof, and either Party may, at any time, demand strict and complete performance by the other of said terms, covenants or conditions.
SEVERABILITY
In the event that any of the terms of this Purchase Agreement are held to be partially or wholly invalid or unenforceable for any reason whatsoever, such holdings shall not affect, alter, modify or impair in any manner whatsoever, any of the other terms, or the remaining portion of any term, held to be partially invalid or unenforceable.
MEDIA RELEASE
Buyer grants Boxabl the right to use any photo, video or audio taken during the undertaking of this agreement.
ENTIRE AGREEMENT
This Purchase Agreement constitutes the entire agreement between the Parties, and ONLY THOSE TERMS IN WRITING MAY BE ENFORCEABLE AND NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN PURCHASE AGREEMENT MAY BE LEGALLY ENFORCEABLE. No change or modification of this Purchase Agreement shall be valid unless the same shall be in writing and signed by Boxabl and Buyer. No waiver of any provision of this Purchase Agreement shall be valid unless in writing and signed by the Party against whom charged.
NOTICE TO BUYER: (A) DO NOT SIGN THE PURCHASE AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS ANY BLANK SPACES TO BE FILLED IN, other than, where applicable, the identification number or identifying marks of the final, constructed Unit; and (B) YOU ARE ENTITLED TO A COMPLETED FILLED-IN COPY OF THE PURCHASE AGREEMENT AND, IF PURCHASING A PRODUCT OR COMPONENTS COVERED BY WARRANTY, A COPY OF THE WARRANTY. Paragraph 8 hereof shall be deemed a copy of Boxabl’s warranty for products and components purchased pursuant to this Purchase Agreement. Complaints concerning the purchase of a modular and/or factory-built building shall be referred to Boxabl. If not resolved, the complaint may be referred to the governing state agency. RECEIPT OF A FILLED IN COPY OF THIS PURCHASE AGREEMENT IS HEREBY ACKNOWLEDGED BY THE BUYER.
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SIGNATURES
| BOXABL, INC. | LC VEGAS ACQUISITIONS, LLC | |||
| By: | /s/ Paolo Tiramani | By: | /s/ Gregory Palivos | |
| Name: | Paolo Tiramani | Name: | Gregory Palivos | |
| Title: | Co-CEO | Title: | ||
| Date: | 8/23/2026 | Date: | 8/25/2026 | |
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Exhibit A
[INFORMATION INTENTIONALLY OMITTED]
***
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STATEMENT OF INTENDED USE
| Job site: | Project/Building Permit:______________________________________________________ |
| Address:_________________________________________________________ | |
| City/County/State:_______________________________________________ |
I/we, as owner/s of the above-described property, do hereby certify that the Boxabl Casita(s) will be used for the following;
(Give specific details on the intended use of the building):
I understand that any alternate use and non-compliance with this statement may result in the Boxabl Casita not being covered under the Limited Warranty per the Purchase Agreement.
Property Owner’s Signature*:____________________________________________________ Date:_________
Boxabl’s Acceptance of Use _____________________________________________________ Date:_________
Signature*:
Please be advised that any statement will be used to determine consistency with all applicable land use regulations. Permits from the Local Authority having Jurisdiction (LAJ) - will be required for any electrical, mechanical, foundation or plumbing installations.
5345 E. North Belt Road, North Las Vegas, NV 89115 (702) 550-1269 Rev 12/8/23
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Exhibit C
INSURANCE REQUIREMENTS FOR INSTALLATION CONTRACTORS
Buyer shall be responsible to cause all deployers and/or installers of BOXABL Units to maintain Commercial General Liability insurance for each deployment / installation, purchased from an insurance company lawfully authorized to issue insurance in the jurisdiction where the deployment / installation is to be performed, and written on an occurrence form with policy limits of not less than One Million Dollars (1,000,000.00) each occurrence, Two Million Dollars ($2,000,000.00) general aggregate, and Two Million Dollars ($2,000,000.00) aggregate for products-completed operations hazard, providing coverage for claims including
| i. | damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; | |
| ii. | personal and advertising injury; | |
| iii. | damages because of physical damage to or destruction of tangible property, including the loss of use of such property; | |
| iv. | bodily injury or property damage arising out of completed operations; and | |
| v. | the installer’s indemnity obligations under Paragraph 10 of the Purchase Agreement between Buyer and BOXABL. |
Such insurance shall be maintained for a period of three (3) years from the date of completion of the installation of the applicable Unit.
To the fullest extent permitted by law, the commercial general liability coverage required hereby shall identify, by scheduled endorsement, (1) BOXABL as an additional insured for claims caused in whole or in part by the deployer’s / installer’s negligent acts or omissions during the installer’s operations; and (2) BOXABL as an additional insured for claims caused in whole or in part by the deployer’s / installer’s negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non-contributory to any of BOXABL’s general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04.
Buyer shall provide BOXABL with certificates of insurance and such endorsements as may be required to demonstrate compliance with the insurance requirements of this Exhibit C, acceptable to BOXABL, at the following times: (1) prior to commencement of deployment / installation activities; (2) upon renewal or replacement of each required policy of insurance; and (3) upon BOXABL’s written request. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted upon completion of the deployment / installation and thereafter upon renewal or replacement of such coverage until the expiration of the period required by this Exhibit C.
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Exhibit 10.2
FIRST AMENDMENT TO PRODUCT PURCAHSE AGREEMENT
This FIRST AMENDMENT TO PRODUCT PURCHASE AGREEMENT (this “Agreement” or “Amendment”) is made and entered into as of AUGUST 25, 2026, by and among BOXABL, INC. (“Boxabl”), and LC Vegas Acquisitions, LLC (“Buyer”).
W I T N E S S E T H:
WHEREAS, Boxabl and Buyer entered into that certain Product Purchase Agreement effective as of August 25, 2026 (“Product Purchase Agreement”);
WHEREAS, Boxabl desires to incentive Buyer to execute its rights under the Product Purchase Agreement to purchase Units of factory-built housing, place orders for Units and issue written batch notices for Boxabl to commence production of such Units, as set forth in the Product Purchase Agreement;
WHEREAS, Boxabl and Buyer have agreed that Boxabl will award Buyer certain quantities of Class A common stock (the “Shares”) upon Boxabl’s receipt of payments from Buyer for the purchases of Units of factory-built housing under the terms of the Product Purchase Agreement; and
WHEREAS Boxabl and Buyer have further agreed to amend the Product Purchase Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, Boxabl and Buyer hereby agree as follows:
1. Recitals. The foregoing recitals are confirmed by the parties as true and correct and are incorporated herein by reference. The recitals are a substantive, contractual part of this Amendment.
2. Capitalized Terms. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Product Purchase Agreement.
3. Modification to Section 1.1 of the Product Purchase Agreement.
(a) As of the Effective Date, Section 1.1 of the Product Purchase Agreement is amended by adding the following Section 1.1:
1.1 Purchase Incentive. Upon Boxabl’s receipt of payments from Buyer for the purchase of Units of factory-built housing under the terms of this Product Purchase Agreement, Boxabl shall award Buyer Shares subject to the following terms.
| 1.1.1 | Definitions. In addition to the terms defined elsewhere in the Product Purchase Agreement, the following terms have the meanings applicable to Section 1.1: |
“$10,000,000 Purchase Incentive” means the award of $1,000,000 worth of Shares, conditioned upon Boxabl receiving a Deposit under the Product Purchase Agreement from Buyer in the aggregate amount of $10,000,000-$19,999,999.
“$20,000,000 Purchase Incentive” means the award of $2,000,000 worth of Shares, conditioned upon Boxabl receiving a Deposit under the Product Purchase Agreement from Buyer in the aggregate amount of $20,000,000-$29,999,999.
“$30,000,000 Purchase Incentive” means the award of $3,000,000 worth of Shares, conditioned upon Boxabl receiving a Deposit under the Product Purchase Agreement from Buyer in the aggregate amount of at least $30,000,000.
“Beneficial Ownership Limitation” means the maximum percentage ownership of the Buyer, which is set at 4.99% of the outstanding Class A common Stock of Boxabl (or 9.99% at the election of the Buyer) immediately after giving effect to the issuance of the Shares on the applicable Closing Date.
“Closing” means the closing of the applicable Purchase Incentive Transaction pursuant to Section 1.1.2.
“Closing Date” means the date on which Boxabl becomes obligated to issue Shares to the Buyer based on all conditions having been met for the applicable Purchase Incentive (or the following day if the conditions are not met until after 4:00 p.m. (New York City Time) but prior to 11:50 p.m. (New York City Time)).
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Purchase Incentive” means, together, the $10,000,000 Purchase Incentive, $20,000,000 Purchase Incentive, and $30,000,000 Purchase Incentive.
“SEC Reports” means all reports, schedules, forms, statements, exhibits, and other documents required to be filed by Boxabl 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 Boxabl was required by law or regulation to file such material).
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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares” means the Class A common stock of Boxabl, trading on the Nasdaq Stock Market under the symbol BXBL.
“VWAP” means, for any applicable Closing date, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the Nasdaq Stock Market as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)).
| 1.1.2 | Closing. On the applicable Closing Date, upon the terms and subject to the conditions set forth herein, Boxabl agrees to issue to the Buyer Shares in the amount established by the applicable Purchase Incentive subject to the Beneficial Ownership Limitation. The Closing shall take place remotely by electronic transfer of the Closing confirmation. The number of Shares issued shall be determined by the quotient of (a) the applicable Purchase Incentive, divided by (b) the VWAP of the Shares on the Closing Date. |
| 1.1.3 | Representations and Warranties of Buyer. The Buyer here by represents and warrants as of each Closing Date as follows: |
| (a) | The Buyer 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 Purchase Incentive transaction. |
| (b) | The Buyer is acquiring the Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares. Such Buyer is acquiring the Shares hereunder in the ordinary course of its business. Such Buyer understands that the Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring such Shares as principal for its own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Buyer’s right to sell such Shares pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws). |
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| (c) | Buyer Status. At the time such Buyer was offered the Securities, it was, and as of the date hereof it is, and on each Closing Date, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Securities Act. |
| (d) | Experience of the Buyer. The Buyer, 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 prospective investment in the Shares, and has so evaluated the merits and risks of such investment. The Buyer is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. |
| (e) | Access to Information. The Buyer acknowledges that is has had the opportunity to review the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Boxabl concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about Boxabl and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that Boxabl possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the Purchase Incentive. |
| (f) | General Solicitation. The Buyer is not receiving the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio, disseminated by electronic communications, or presented at any seminar or, to the knowledge of the Buyer, any other general solicitation or general advertisement. |
| 1.1.4 | Legending and Securities Law Compliance. |
| (a) | The Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Shares other than pursuant to an effective registration statement or Rule 144, or to Boxabl, Boxabl may require the Buyer to provide to Boxabl an opinion of counsel selected by the Buyer and reasonably acceptable to Boxabl, the form and substance of which opinion shall be reasonably satisfactory to Boxabl, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. |
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| (b) | The Buyer agrees that any certificates evidencing the Shares shall bear the following legend: |
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, NOR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THOSE SECURITIES LAWS OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT THE SALE OR TRANSFER IS PURSUANT TO AN EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS.”
| (c) | Lock-Up. Until the Balance Due Payment has been made for such Units associated with Shares issued under the Purchase Incentive, the Buyer shall not, directly or indirectly, without prior written consent of Boxabl: |
| i. | offer, sell, contract to sell, pledge, hypothecate, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, such Shares or any securities convertible into or exercisable or exchangeable for such Shares; |
| ii. | enter into any swap, hedge, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Shares, whether any such transaction is to be settled by delivery of such securities, in cash, or otherwise; |
| iii. | make any demand for, or exercise any right with respect to, the registration of Such Shares; or |
| iv. | publicly disclose the intention to do any of the foregoing. |
| (d) | Clawback. If, at any time following the issuance of Shares to the Buyer, the Buyer receives, directly or indirectly, a full or partial reimbursement, refund, repayment, or other recovery of all or any portion of any payment for which Shares were issued as part of the Purchase Incentive, Boxabl shall have the right, exercisable in its sole discretion, to reclaim, rescind, and cancel such Shares associated with the applicable Deposit (a “Clawback”). Upon a Clawback, the Buyer shall promptly deliver to Boxabl any certificates representing the reclaimed Shares, together with duly executed stock powers or other instruments of transfer, and not exercise any voting, dividend, information, or other rights with respect to the reclaimed Shares from and after the date of the Clawback. The remedy under this Paragraph 1.1.4(d) shall be Boxabl’s sole and exclusive remedy with respect to any refunded, unearned or unvested Shares. |
| (e) | Boxabl shall (a) issue a press release disclosing the material terms of this Purchase Incentive and (b) file a Current Report on Form 8-K, including the Product Purchase Agreement and this Amendment, as exhibits thereto within the time required by the Exchange Act. Further, following an applicable Closing Date, Boxabl shall timely file a Form D with respect to the applicable Shares as required under Regulation D. |
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| 1.1.5 | Registration Statement. Within 120 days after Boxabl receives the Balance Due Payment associated with a purchase order for which Shares were granted under the Purchase Incentive, Boxabl shall file a registration statement on Form S-1 (or other appropriate form) providing for the resale of such Shares by the Buyer. Boxabl shall use commercially reasonable efforts to cause such registration statement to become effective within 180 days following the applicable Balance Due Payment. |
| 1.1.6 | Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Purchase Incentive amendment. Boxabl shall pay all fees associated with the issuance of the Shares following a closing (e.g., transfer agent fees), and all fees associated with the filing of a registration statement. |
(b) As of the Effective Date, Section 11 of the Product Purchase Agreement is amended by adding the following sentence:
For the avoidance of doubt, nothing contained in this Amendment, including the issuance, cancellation or Clawback of any Shares, shall amend, limit, condition or otherwise affect Buyer’s rights under this Paragraph 11 of the Product Purchase Agreement, including Buyer’s right to terminate the Product Purchase Agreement at any time for convenience and without cause. Upon any such termination, Buyer’s obligations to Boxabl shall remain limited to those expressly set forth in Paragraph 11.
4. No Other Agreements. Except as expressly modified and amended hereby, the Product Purchase Agreement shall be and remain in full force and effect and unchanged and is hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as an amendment, waiver or modification of any right, power or remedy of any party under the Product Purchase Agreement.
5. Counterparts and Headings. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. The headings of this Amendment are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration interpreting, this Amendment.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, Boxabl and Buyer have caused this Amendment to be executed as of the day and year first above written.
| BOXABL, INC. | ||
| By: | /s/ Paolo Tiramani | |
| Paolo Tiramani, Co-CEO | ||
| LC VEGAS ACQUISITIONS, LLC | ||
| By: | /s/ Gregory Palivos | |
| Gregory Palivos | ||
| Authorized Signatory | ||