CRSF 8-K
Crisp Momentum Inc. (CRSF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 28, 2025, Crisp Momentum Inc. (the “Company”) entered into a Senior Advisor Agreement (the “Advisory Agreement”) with Holiday House Productions, LLC (the “Advisor”) pursuant to which the Advisor has agreed to provide the Company with strategic advisory services relating to content strategy, production, distribution, and other business matters. Under the Advisory Agreement, the Advisor will, among other things, deliver foundational content strategy and guidance on IP acquisition and production partner selection; provide strategic support for production teams and expansion of the Company’s content library; and advise on performance-based content curation.
As compensation for the services under the Advisory Agreement, the Advisor will receive a warrant (the “Warrant”) to purchase shares equal to ten percent (10%) of the Company’s fully diluted share capital as of the grant date, as certified by an officer of the Company.
On January 16, 2026, the Board approved the grant date and issued the Warrant. Pursuant to the terms of the Advisory Agreement and the Warrant, the Warrant will have an exercise price of $0.0079135 per share (or such higher amount as may be required to comply with applicable law) and a term of ten (10) years from the grant date. The Warrant vests over an eighteen (18) month period, with a portion vesting on the grant date for prior services and the remainder vesting in substantially equal monthly installments thereafter, subject to the Advisor’s continuous provision of services through each vesting date. Upon termination of services, any unvested portion of the Warrant is forfeited and any vested portion remains outstanding and exercisable for the remainder of its term. The Warrant is subject to customary equitable adjustments for stock splits, reverse splits, stock dividends, recapitalizations and similar corporate actions, and does not provide anti-dilution or price protection rights. If a change in control occurs while the Advisory Agreement is in effect and the Advisor’s services are terminated by the Company without cause (or the Advisor resigns for good reason within twelve (12) months thereafter), vesting of the Warrant will accelerate immediately prior to such termination with respect to the then-unvested portion of the Warrant that was scheduled to vest during the remaining term of the Advisory Agreement.
The Advisory Agreement has an initial term of eighteen (18) months and automatically renews for successive twelve (12) month periods unless either party provides thirty (30) days’ written notice of non-renewal. The Company may terminate for convenience on fifteen (15) days’ written notice, or for cause (which may be immediate or subject to a cure period depending on the nature of the breach).
The foregoing descriptions of the Advisory Agreement and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of each agreement, which are filed as exhibits to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 regarding the issuance of the Warrant is incorporated by reference into this Item 3.02. The issuance was made in reliance on an exemption from registration under the Securities Act of 1933, as amended, including Section 4(a)(2) and/or Regulation D (Rule 506(b)), as a transaction not involving a public offering.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Senior Advisor Agreement, dated as of October 28, 2025, by and between Crisp Momentum Inc. and Holiday House Productions, LLC* | |
| 10.2 | Warrant to Purchase Common Stock of Crisp Momentum Inc dated as of January 16, 2026.* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC.
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.
| Crisp Momentum Inc. | ||
| Dated: January 27, 2026 | By: | /s/ Renger van den Heuvel |
| Name: | Renger van den Heuvel | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
Senior
Advisor Agreement
dated October 28, 2025
Senior Advisor Agreement (this “Agreement”) is made and entered into as of October 28, 2025 by and between:
CRISP MOMENTUM INC., a Delaware corporation with its principal place of business at 250 Park Avenue, 7th Floor, New York, NY 10177 United States (hereinafter referred to as the Company); and
HOLIDAY HOUSE PRODUCTIONS, LLC., a Delaware limited liability company, with its principal place of business at 8 Scofield Pl Westport, CT 06880 (hereinafter referred to as the “Advisor”).
Collectively, the Company and the Advisor are the “Parties” and each a “Party”
RECITALS
WHEREAS, the Company desires to engage the Advisor to provide strategic advisory services;
WHEREAS, the Advisor, through its designated representative, Pamela Duckworth, has the expertise and experience to provide such services;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
| 1. | Engagement and Services; No Authority |
| 1.1 | Engagement. Company engages Advisor, and Advisor accepts such engagement, to provide the services described in the Statement(s) of Work attached as Exhibit A (each, an “SOW,” and collectively, the “Services”). |
| 1.2 | Designated Representative. The Advisor shall provide the Services primarily through its designated representative, Pamela Duckworth. The Advisor agrees that Ms. Duckworth will be reasonably available to perform the Services throughout the Term. Any change to the designated representative or material reduction in her availability requires Company’s prior written consent, which the Company may grant or withhold in its reasonable discretion. |
| 1.3 | Independent Contractor. The Advisor is an independent contractor, and nothing in this Agreement shall create a partnership, joint venture, or employer-employee relationship. Advisor is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of its personnel and acknowledges no eligibility for Company benefits. Advisor will be solely responsible for all compensation, benefits, and insurance for its personnel and will ensure they do not claim any right to Company benefits. |
| 1.4 | No Authority to Bind. Advisor will not enter into agreements, make commitments, or bind Company without prior written authorization from Company. Advisor will use Company-approved messaging and materials for external communications. Any commitment or representation made without such authorization will be void as to the Company. |
| 2. | Term; Termination; Effects of Termination |
| 2.1 | Term. The term begins on the Effective Date and continues for eighteen (18) months, renewing for successive twelve (12) months unless either Party gives thirty (30) days’ written notice of non-renewal. Company may also terminate this Agreement for convenience on fifteen (15) days’ written notice. |
| 2.2 | Termination for Cause. Either Party may terminate immediately for material breach if not cured within fifteen (15) days after written notice. Company may terminate immediately upon Advisor’s breach of Sections 4–6, violation of law, or conduct that, in Company’s reasonable judgment, creates legal, regulatory, or reputational risk. Company may suspend the Services during any investigation of alleged breach. |
| 2.3 | Effect. Upon termination, (a) Advisor will cease Services; (b) Company will pay any undisputed reimbursable expenses pursuant to Section 3.3 incurred through the effective termination date; (c) Advisor will promptly return or delete Company Confidential Information and property; and (d) The following will survive any expiration or termination of this Agreement: Section 3 (Compensation; Expenses; Records) as to equity terms, taxes, and accrued reimbursable expenses; Section 4 (Compliance obligations only); Section 5 (Confidentiality; Data; Security); Section 6 (Intellectual Property; Work Product); Section 7 (Public Statements; Announcements) as to prior approvals and Company listings; Section 8 (Non-Solicitation; Reasonable Restrictions); Section 9 (Indemnification); Section 10 (Limitation of Liability); Section 11 (Liability Insurance) for pre-termination acts; Section 12 (Fundraising/Reg A compliance) for past conduct and cooperation; and Section 15 (Miscellaneous), including Notices, Assignment, Injunctive Relief, Further Assurances, Governing Law, and Attorneys’ Fees. Any provisions that by their nature should survive—such as confidentiality, IP assignment, return/deletion of information, payment of accrued amounts, tax and securities compliance, dispute resolution, and remedies—will also survive. |
| 3. | Compensation; Expenses; Records |
| 3.1 | Warrant Compensation. |
| (a) | Base Warrant Grant. As the sole compensation for the Services, the Company shall grant to the Advisor a warrant to purchase a number of shares of the Company’s common stock equal to ten percent (10%) of the Company’s Fully Diluted Share Capital as of the Grant Date (the “Base Warrant”). |
| (b) | No Anti-Dilution; Equitable Adjustments Only. The Advisor will have no anti-dilution, ratchet, top-up or similar rights. The number of shares underlying the warrant(s) is fixed as of the Grant Date, subject only to equitable adjustments for stock splits, reverse splits, stock dividends, recapitalizations and similar corporate actions. |
| (c) | Warrant Terms. The Base Warrant shall have an exercise price per share equal to $0.0079135 (or such higher amount as may be required to comply with applicable law and avoid adverse tax treatment) and a term of ten (10) years from the Grant Date. All Warrants shall be subject to adjustment in the event of any stock split, reverse split, stock dividend, recapitalization, merger, reorganization, or similar transaction affecting the Company’s common stock. |
| (d) | Vesting. The right to exercise the Warrants shall vest over a period of eighteen (18) months, with 1/18th of the shares vesting each month, subject to Advisor’s continuous provision of Services through each vesting date. |
| (e) | Termination Treatment. Upon termination of this Agreement for any reason, (i) the right to exercise the vested portion of the Warrants shall remain outstanding for the remainder of their term, and (ii) the unvested portion of the Warrants shall be immediately forfeited. No further compensation is owed except as expressly provided herein. |
| (f) | Grant date; Documentation. The Warrants will be approved by the Board (or authorized committee) effective as of the Effective Date or the next practicable grant date permitted by Company policy (the “Grant Date”). In connection with the grant, the Company shall deliver to the Advisor a written certification from an officer of the Company stating the total number of shares of Fully Diluted Share Capital as of the Grant Date and the resulting number of shares subject to the Base Warrant. |
| (g) | Change in Control Acceleration. If a Change in Control occurs while this Agreement is in effect and within twelve (12) months thereafter Advisor’s Services are terminated by Company without Cause or Advisor resigns for Good Reason, any then-unvested portion of the Warrants will accelerate and vest in full immediately prior to such termination. “Cause” means: (a) willful misconduct, gross negligence, or willful failure to perform the Services in any material respect; (b) a material breach of this Agreement, any SOW, or any written Company policy provided to the Advisor; (c) fraud, dishonesty, embezzlement, or misappropriation; (d) conviction of, plea of guilty or nolo contendere to, a felony or a crime involving fraud or moral turpitude; or (e) unauthorized use or disclosure of Company Confidential Information or material violation of applicable anti- corruption, sanctions, export, or securities laws. Cause will be determined in good faith by the Board (or authorized committee) after written notice of the issue and, if curable, ten (10) days to cure. “Good Reason” means, without the Advisor’s written consent: (a) a material reduction in the scope of the Services or a material adverse change to the Advisor’s advisory role set out in this Agreement or the SOW; (b) a material breach by the Company of this Agreement or any applicable equity award agreement; or (c) failure to timely grant or honor the equity award(s) contemplated by this Agreement. To resign for Good Reason, the Advisor must give written notice within sixty (60) days of the event, the Company will have thirty (30) days to cure, and the Advisor must resign within thirty (30) days after the cure period ends if not cured. |
| (h) | Restrictions on Transfer. Shares issued upon exercise of the Warrant shall be freely transferable, subject only to applicable securities laws, the Company’s insider trading policy, and any lock-up agreements applicable to all senior executives and advisors in connection with a financing or public listing. |
| (i) | Tax Withholding. The Advisor is responsible for all taxes arising from the Warrants. The Company is authorized to satisfy any tax withholding obligations by withholding a portion of the shares issuable upon exercise or through another lawful method. Advisor will execute any forms and acknowledge that timely filing is Advisor’s responsibility. |
| (j) | Securities Law Compliance. The Advisor represents that it is acquiring the Warrants for investment purposes and not with a view to distribution. The Advisor acknowledges that the Warrants and the underlying shares are subject to restrictions on transfer and legends that may be placed on certificates or book entries, under applicable securities laws. |
| (k) | Market and Trading Restrictions. Any sale of shares acquired upon exercise of the Warrants is subject to applicable securities laws, the Company’s insider trading policies, blackout periods, and any lock-up agreements applicable to all senior executives and advisors in connection with a financing or public listing. |
| (l) | “Fully Diluted Share Capital” means, as of the applicable reference date, the aggregate number of shares of the Company’s common stock that are: (i) issued and outstanding; plus (ii) issuable upon the exercise or conversion of all outstanding options, warrants, and other convertible securities. |
| 3.2 | Expenses. Company will reimburse reasonable, pre-approved, documented out-of-pocket expenses in accordance with Company’s travel and expense policy. |
| 3.3 | Success Fees and Cash Compensation. The Parties acknowledge and agree that there is no cash retainer, no cash success fee, and no transaction-based compensation payable to Advisor under this Agreement. |
| 4. | Performance; Compliance |
| 4.1 | Standard of Care. Advisor will perform Services professionally, diligently, and in accordance with applicable laws, industry standards, and Company policies provided in writing. |
| 4.2 | Compliance. Advisor will comply with: (i) anti-corruption laws (including the U.S. FCPA), (ii) trade sanctions/export controls, (iii) securities and broker-dealer laws for fundraising activities, and (iv) data protection and localization rules applicable to cross-border data transfers. |
| 4.3 | Conflicts of Interest. Advisor represents no current conflict with direct competitors listed in Exhibit B and will notify Company promptly of any potential conflict. Company may restrict scopes to mitigate conflicts. During the Term, Advisor will not provide services that are the same as or substantially similar to the Services to any Competitor listed in Exhibit B or to any person engaged in a business materially competitive with the Company without the Company’s prior written consent. |
| 5. | Confidentiality; Data; Security |
| 5.1 | Confidential Information. “Confidential Information” means nonpublic information disclosed by a Party that is identified as confidential or that reasonably should be considered confidential, including business plans, financials, code, models, datasets, product roadmaps, content pipelines, partner lists, and the terms of this Agreement. |
| 5.2 | Use and Protection. The receiving Party will use Confidential Information only to perform under this Agreement, protect it using at least reasonable care, and not disclose it except to its personnel or permitted subcontractors who are bound by written confidentiality obligations no less protective. |
| 5.3 | Compelled Disclosure. If legally compelled to disclose, the receiving Party will (where lawful) provide prompt notice and cooperate to seek protective treatment. |
| 5.4 | Return/Deletion. Upon request or termination, the receiving Party will return or securely delete Confidential Information, except for archival copies required by law or policy, which remain subject to this Agreement. |
| 5.5 | Data Handling. Advisor will not transfer to or process any personal data, user data, or content files outside approved channels. Any cross-border data transfer must follow Company’s written data transfer instructions and applicable laws. |
| 6. | Intellectual Property; Work Product |
| 6.1 | Ownership. Company exclusively owns all right, title, and interest in all deliverables, work product, data mappings, models, content formats, scripts, treatments, playbooks, subscription designs, and inventions conceived, created, or reduced to practice by Advisor in connection with the Services (“Work Product”). |
| 6.2 | Assignment; Further Assurances. Advisor assigns to Company all rights in the Work Product and will execute further documents to perfect such rights. To the extent any Work Product does not qualify as “work made for hire,” this assignment applies. |
| 6.3 | Moral Rights. To the maximum extent permitted by law, Advisor waives and agrees not to assert moral rights in the Work Product. |
| 6.4 | Pre-Existing Materials. Advisor retains ownership of pre-existing tools or know-how used to create Work Product, but grants Company a perpetual, worldwide, irrevocable, royalty-free license to use, modify, and distribute such pre-existing materials as incorporated into the Work Product. |
| 6.5 | Third-Party IP. Advisor will not include any third-party IP in the Work Product without Company’s prior written approval and appropriate licenses. |
| 7. | Public Statements; Announcements |
| 7.1 | Public Communications and Approvals. Advisor will not make any public statement, announcement, press release, interview or other communication on behalf of the Company without first obtaining written approval from either the Chief Executive Officer or the Chairman of the Board. Advisor must submit the proposed content and context of the communication in writing and receive explicit written consent from one of the aforementioned officers prior to any public dissemination. |
| 7.2 | Announcements. Company may list Advisor’s name and role in internal and investor materials. |
| 8. | Non-Solicitation; Reasonable Restrictions |
| 8.1 | Non-Solicit. During the Term and for twelve (12) months thereafter, Advisor will not solicit Company employees or contractors to leave Company. General advertising not targeted at Company personnel is permitted. |
| 8.2 | Competitive Activities. Advisor will not misuse Company Confidential Information to compete. Any separate non-compete will only apply where enforceable and must be agreed in writing. In addition, during the Term, Advisor will not, without the Company’s prior written consent, provide services that are the same as or substantially similar to the Services to any Competitor listed in Exhibit B or to any person engaged in a business materially competitive with the Company. This restriction will be interpreted and enforced to the maximum extent permitted by applicable law. |
| 9. | Indemnification |
| 9.1 | By Advisor. Advisor will indemnify, defend, and hold Company harmless from third-party claims arising from: (i) Advisor’s breach of this Agreement; (ii) gross negligence or willful misconduct; (iii) IP infringement by the Work Product (excluding Company-provided materials); or (iv) violations of law (including anti-corruption, sanctions, data protection, or securities laws). |
| 9.2 | By Company. Company will indemnify, defend, and hold Advisor harmless from third-party claims arising from: (i) Company-provided materials; or (ii) Company’s breach of this Agreement. |
| 10. | Limitation of Liability |
Except for breaches of confidentiality, violations of law, IP infringement, or amounts owed under Section 3.3, neither Party is liable for indirect, incidental, special, consequential, or punitive damages. Each Party’s aggregate liability under this Agreement is capped at twice the fair market value of the portion of the Equity Award that vested in the 12 (twelve) months preceding the claim plus reimbursable expenses, provided that this cap does not limit liability for indemnified claims to the extent finally awarded by a court.
| 11. | Liability Insurance |
Advisor will maintain commercially reasonable insurance (e.g., general liability, E&O/technology professional liability if handling data/content), providing certificates upon request.
| 12. | Compliance for Fundraising and Reg A Activities |
| 12.1 | No Unregistered Broker Activity. Advisor will not engage in activities requiring broker-dealer registration (e.g., negotiating securities terms, handling funds, or transaction-based compensation). Any such activities will only be conducted through a registered broker-dealer under a written tri-party arrangement. |
| 12.2 | Permitted Activities. Advisor may make introductions, coordinate meetings, and circulate Company- approved materials. Any Reg A communications will follow Company’s offering documents and “testing-the-waters” limits. |
| 12.3 | Retail Outreach. Any retail or Reg A outreach will be conducted strictly per Company’s compliance plan, state blue-sky requirements, and platform terms. |
| 13. | Territory; Language; Time Allocation |
The Services may cover the United States, Latin America, China-related coordination, and Korea-related content initiatives, as specified in the SOW. Advisor will allocate a reasonable amount of time as mutually agreed by the Parties to provide the Services, unless otherwise stated.
| 14. | Deliverables Acceptance |
The advisory services outlined above are considered delivered upon their good-faith provision by the Advisor. Given the strategic and advisory nature of the Services, they are not subject to a formal acceptance or rejection process.
| 15. | Miscellaneous |
| 15.1 | Entire Agreement. This Agreement (including agreements executed in substantially the form of the exhibit attached hereto) supersedes all prior or contemporaneous written or oral understandings or agreements, and, except as otherwise set forth herein, may not be added to, modified, or waived, in whole or in part, except by a writing signed by the party against whom such addition, modification or waiver is sought to be asserted. |
| 15.2 | Amendments. Any amendment to this Agreement (including amendments to this Section) will be valid only if made in writing, unless applicable mandatory law requires a stricter form. |
| 15.3 | Severability. Should any provision or part of a provision of this Agreement be or become invalid or unenforceable, or should this Agreement contain an unintended contractual gap, then the validity or enforceability of the remainder of the Agreement will not be affected. |
| 15.4 | Notices. All notices, requests, demands and other communications under this Agreement must be in writing and sent to the recipient’s address or email set forth below (or to any other address or email a party designates by notice). Notices are deemed given: (i) five business days after being sent to the recipient by reputable overnight courier service (charges prepaid), or (ii) one business day when sent by email, and addressed to the intended recipient as set forth below: |
| If to the Company: | If to the Advisor: | ||
| Address: 250 Park Avenue, 7th Floor, New York, NY 10177 | Address: 8 Scofield Pl, Westport, CT 06880 | ||
| Email: | Email: | ||
| Attn.: Renger Van den Heuvel | Attn.: Pamela Duckworth |
A Party may update its address, email or other contact details under this Agreement by giving written notice of the new information to the other Party in the manner set forth in Section Notices. Such change will take effect on the date specified in the notice or, if no date is specified, upon receipt.
| 15.5 | Assignment. This Agreement and all its provisions will bind and inure to the benefit of the parties and their respective successors and permitted assigns. Except as otherwise expressly provided herein, neither this Agreement nor any rights, interests or obligations hereunder may be assigned by either party without the prior written consent of the other party. Any attempted assignment in violation of this Section is void. |
| 15.6 | Injunctive Relief. Injunctive Relief Breach of Sections 5 or 6 may cause irreparable harm; the non- breaching Party may seek injunctive relief without posting bond. |
| 15.7 | Background Checks and Compliance Onboarding. If requested, Advisor will complete reasonable compliance onboarding, including sanctions screening and policy acknowledgments. |
| 15.8 | Subcontractors. Advisor may use qualified subcontractors with Company’s prior written consent and remains responsible for their compliance. |
| 15.9 | Counterparts. This Agreement may be executed in one or more counterparts, each of which will be an original, and all of which together will constitute a single instrument. Further, the Parties agree that this Agreement may be signed and/or transmitted by electronic mail of a .PDF document or electronic signature (e.g., DocuSign or similar electronic signature technology) and thereafter maintained in electronic form, and that such electronic record will be valid and effective to bind the Party so signing as a paper copy bearing such Party’s hand-written signature. The Parties further consent and agree that the electronic signatures appearing on this Agreement will be treated, for the purpose of validity, enforceability and admissibility, the same as hand-written signatures. |
| 15.10 | Governing law. Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) will be determined in accordance with the laws of the State of Delaware, the United States of America. Any action under this paragraph will not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled. |
| 15.11 | Further Assurances. Each Party will execute and deliver such further documents and take such further actions as may be reasonably necessary to give full effect to this Agreement. |
| 15.12 | Attorneys’ Fees. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of a dispute, breach or default in connection with any of the provisions hereof, the successful or substantially prevailing party (including a party successful or substantially prevailing in defense) will be entitled to recover its actual attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled. |
(Remainder of page intentionally left blank)
In witness whereof, this Agreement has been duly executed by the Parties on the date above written.
For and on behalf of CRISP MOMENTUM INC.
| By: | ||
| Name: | Renger van Den Heuvel | |
| Title: | CEO | |
| Date: | 10/28/2025 |
For and on behalf of HOLIDAY HOUSE PRODUCTIONS LLC.
| By: | ||
| Name: | Pamela Duckworth | |
| Title: | President- Founder | |
| Date: | 10/28/2025 |
EXHIBIT A
STATEMENT(S) OF WORK (SOW)
A.1 Primary Advisory Services (Content & Production Strategy)
The Advisor, through its Designated Representative, shall provide primary strategic advisory services to the Company’s management team in connection with its content strategy, IP acquisition, and production operations. These services shall be delivered in phases, as follows:
| ● | Phase 1: Foundational Content Strategy. Advise on the Company’s current content library and provide strategic guidance on potential acquisitions of additional IP. Provide counsel on the selection of production partners for the development, scripting, and production of short-form slates, and advise on the formulation of initial production budgets. |
| ● | Phase 2: Production & Library Expansion. Provide strategic guidance to the Company’s production teams to help meet launch objectives and optimize for production efficiencies. Advise on the sourcing, packaging, and development of new scripted and unscripted short-form content to expand the Company’s library. |
| ● | Phase 3: Performance-Based Content Curation. Review content performance data as presented by the Company and provide strategic recommendations on which IP should be renewed, expanded, or deprecated. Provide counsel on the testing of new pilots and content formats to maintain a competitive and scalable content pipeline. |
A.2 Ancillary Strategic Counsel
In addition to the primary services, the Advisor, through its Designated Representative and her extensive professional network, shall provide the Company with strategic counsel and feedback upon request in the following areas:
| ● | Growth & Product: Go-to-market strategy, product optimization, user acquisition funnels, analytics, A/B testing, marketing budget, team structure, and talent recruitment for marketing and product teams. |
| ● | Fundraising & Distribution: Strategy for partnerships with telcos, app stores, and other distribution channels. High-level counsel on fundraising strategy and investor relations. |
A.3. Mobile Operator Distribution Covenant
| ● | The Consultant shall use commercially reasonable best efforts to identify, introduce, and facilitate distribution or strategic partnership agreements between the Company and mobile network operators (“Operators”) to support the launch and adoption of the Company’s short-form video application. The Consultant shall not be responsible for the Operators’ final decisions, provided that the Consultant has made bona fide efforts to engage and advance such discussions in good faith. |
| ● | For purposes of this Agreement, an Operator shall be deemed “delivered” when the Consultant introduces the Company to a decision-maker of the Operator and such Operator enters into a signed non-disclosure agreement, memorandum of understanding, or commercial distribution agreement with the Company. |
A.4 Acceptance of Services
The advisory services outlined above are considered delivered upon their good-faith provision by the Advisor. Given the strategic and advisory nature of the Services, they are not subject to a formal acceptance or rejection process.
A.5 Exclusions
For the avoidance of doubt, the Advisor will not: (i) provide legal, tax, or investment advice; (ii) handle or store consumer personal data except as expressly authorized; (iii) commit the Company to financial or legal terms with third parties without prior written authority from an officer of the Company; (iv) act as a broker- dealer; or (v) receive cash retainers or success fees from the Company under this Agreement.
In witness whereof, this Agreement has been duly executed by the Parties on the date above written.
| For and on behalf of CRISP MOMENTUM INC. | ||
| By: | ||
| Name: | Renger van Den Heuvel | |
| Title: | CEO | |
| Date: | 10/28/2025 | |
| For and on behalf of HOLIDAY HOUSE PRODUCTIONS, LLC | ||
| By: | ||
| Name: | Pamela Duckworth | |
| Title: | President- Founder | |
| Date: | 10/28/2025 | |
EXHIBIT B
EXHIBIT C
ANTI-CORRUPTION AND TRADE COMPLIANCE ACKNOWLEDGMENT
Advisor certifies compliance with anti-corruption, sanctions, and export laws; agrees to training if required.
In witness whereof, this Agreement has been duly executed by the Parties on the date above written.
For and on behalf of CRISP MOMENTUM INC.
| By: | ||
| Name: | Renger van Den Heuvel | |
| Title: | CEO | |
| Date: | 10/28/2025 |
For and on behalf of HOLIDAY HOUSE PRODUCTIONS, LLC
| By: | ||
| Name: | Pamela Duckworth | |
| Title: | President - Founder | |
| Date: | 10/28/2025 |
Exhibit 10.2
WARRANT TO PURCHASE COMMON STOCK
CRISP MOMENTUM INC.
This Warrant to Purchase Common Stock (this “Warrant”) is issued as of January 16, 2026 (the “Issue Date”) by CRISP MOMENTUM INC., a Delaware corporation (the “Company”), to HOLIDAY HOUSE PRODUCTIONS, LLC, a Delaware limited liability company (the “Holder” or the “Advisor”), pursuant to that certain Senior Advisor Agreement dated October 28, 2025, by and between the Company and the Holder (the “Senior Advisor Agreement”).
In consideration of the mutual covenants set forth in the Senior Advisor Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the Holder agree as follows:
1. Certain Definitions
As used in this Warrant, the following terms have the meanings indicated below. Capitalized terms used but not defined in this Warrant have the meanings given in the Senior Advisor Agreement.
1.1 “Affiliate” means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise
1.2 “Board” means the Board of Directors of the Company or its duly authorized committee.
1.3 “Cause” has the meaning given to such term in Section 3.1(g) of the Senior Advisor Agreement.
1.4 “Change in Control” means any of the following transactions, in one or a series of related transactions:
(a) a merger, consolidation, amalgamation or similar transaction involving the Company after which the stockholders of the Company immediately prior to such transaction own, directly or indirectly, less than fifty percent (50%) of the total voting power of the surviving or resulting entity (or its parent); or
(b) the sale, lease, transfer or other disposition (whether by merger, consolidation, asset sale or otherwise), in a single transaction or series of related transactions, of all or substantially all of the Company’s consolidated assets (other than to an Affiliate of the Company).
For the avoidance of doubt, a financing transaction in which the Company issues equity securities for cash primarily for capital-raising purposes will not by itself constitute a Change in Control.
1.5 “Common Stock” means the Company’s common stock, par value $0.0001 per share, and any securities into which such common stock may be converted or exchanged as a result of a Reorganization Event (as defined below).
1.6 “Expiration Date” means 5:00 p.m. Eastern Time on the date that is ten (10) years after the Grant Date.
1.7 “Fully Diluted Share Capital” has the meaning given in Section 3.1(l) of the Senior Advisor Agreement.
1.8 “Good Reason” has the meaning given to such term in Section 3.1(g) of the Senior Advisor Agreement.
1.9 “Grant Date” means the date on which the issuance of this Warrant is approved by the Board (or authorized committee) effective in accordance with Section 3.1(f) of the Senior Advisor Agreement, which is expected to be January 16, 2026.
1.10 “Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or other entity.
1.11 “Services” means the strategic advisory services to be provided by the Holder under the Senior Advisor Agreement, including any statements of work attached thereto.
1.12 “Services Commencement Date” means October 28, 2025.
1.13 “Warrant Shares” means the shares of Common Stock purchasable upon exercise of this Warrant, as determined in accordance with Section 2.1, as adjusted from time to time pursuant to Section 5.
2. Grant; Number of Warrant Shares; Term
2.1 Grant; Number of Warrant Shares. Subject to the terms and conditions set forth in this Warrant and the Senior Advisor Agreement, the Company hereby grants to the Holder the right to purchase, at the Exercise Price (as defined below), 205,338,875 shares of Common Stock equal to ten percent (10%) of the Company’s Fully Diluted Share Capital as of the Grant Date, as certified by an officer of the Company pursuant to Section 3.1(f) of the Senior Advisor Agreement.
2.2 Exercise Price. The per share exercise price of this Warrant (the “Exercise Price”) is $0.0079135 per share of Common Stock (as adjusted hereunder), or such higher amount as the Board determines to be required to comply with applicable law and to avoid adverse tax treatment under Section 409A of the Internal Revenue Code or other applicable tax rules.
2.3 Term. This Warrant may be exercised, to the extent vested and not previously exercised, in whole or in part, from time to time on or after the applicable Vesting Dates (as defined in Section 3.1) and prior to the Expiration Date. Any portion of this Warrant not exercised on or before the Expiration Date will automatically terminate and be of no further force or effect.
3. Vesting; Termination of Services
3.1 Vesting Schedule.
(a) Subject to the Holder’s continuous provision of the Services under the Senior Advisor Agreement through each applicable Vesting Date, the Warrant Shares are intended to compensate the Holder for Services to be rendered over an eighteen (18) month period commencing on the Services Commencement Date.
(b) On the Grant Date, that portion of the Warrant Shares corresponding to the number of full months of Services completed between the Services Commencement Date and the Grant Date shall be deemed vested as of the Grant Date. For purposes of the foregoing, a “full month” shall be measured by reference to successive monthly anniversaries of the Services Commencement Date, and partial months shall be disregarded.
(c) The remaining Warrant Shares shall vest in substantially equal monthly instalments on each monthly anniversary of the Grant Date thereafter until fully vested (each such date, a “Vesting Date”).
3.2 Condition of Service. Vesting of the Warrant Shares is expressly conditioned on the continuous provision of the Services by the Holder (through its designated representative) under the Senior Advisor Agreement from the Grant Date through the applicable Vesting Date. For purposes of this Warrant, the Holder’s Services will be deemed to terminate upon the effective date of termination or expiration of the Senior Advisor Agreement for any reason.
3.3 Termination of Senior Advisor Agreement. Upon any termination or expiration of the Senior Advisor Agreement for any reason:
(a) all Warrant Shares that are unvested as of the effective date of such termination or expiration will immediately and automatically be forfeited and cancelled without consideration; and
(b) all Warrant Shares that are vested as of the effective date of such termination or expiration will remain outstanding and exercisable by the Holder until the Expiration Date, subject to the other terms and conditions of this Warrant.
3.4 Suspension of Services.
(a) If the Company suspends the Holder’s provision of Services pursuant to Section 2.2 of the Senior Advisor Agreement pending an investigation of an alleged breach or potential Cause event, vesting of the Warrant Shares shall be tolled during such suspension period.
(b) If the investigation concludes without a determination of Cause and the Senior Advisor Agreement is not terminated, the tolled vesting shall resume on the date the suspension ends, and the Holder shall receive credit for any Vesting Dates that would have occurred during the suspension period, effective as of the date the suspension ends.
(c) If the Senior Advisor Agreement is terminated for Cause following such suspension, all unvested Warrant Shares (including any that would have vested during the suspension period) shall be forfeited in accordance with Section 3.3(a).
(d) A suspension of Services for reasons other than investigation of alleged breach or potential Cause (including, without limitation, suspension at the Company’s convenience or for business reasons) shall not toll vesting.
4. Change in Control; Acceleration
4.1 Acceleration on Qualifying Termination Following Change in Control. If a Change in Control occurs while the Senior Advisor Agreement is in effect and, within twelve (12) months following the date of such Change in Control:
(a) the Company (or its successor) terminates the Senior Advisor Agreement without Cause; or
(b) the Holder resigns from providing the Services for Good Reason in accordance with the notice, cure and timing requirements set forth in Section 3.1(g) of the Senior Advisor Agreement,
then, effective immediately prior to the effective time of such termination of Services, one hundred percent (100%) of the then-unvested Warrant Shares will automatically accelerate and become fully vested.
4.2 Tail Period. Limitations.
(a) The acceleration provisions of Section 4.1 shall not apply if the Change in Control occurs after the expiration or termination of the Senior Advisor Agreement, regardless of the reason for such expiration or termination.
(b) If the Senior Advisor Agreement expires in accordance with its terms (without early termination by either party) and a Change in Control occurs within ninety (90) days following such expiration, then acceleration under Section 4.1 shall apply only if:
(i) the Company (or its successor) offered to renew or extend the Senior Advisor Agreement on terms no less favourable than those in effect immediately prior to expiration;
(ii) the Holder accepted such renewal or extension in writing prior to the Change in Control; and (iii) the qualifying termination described in Section 4.1 occurs within twelve (12) months following the Change in Control.
(c) For purposes of this Section 4.2, a termination of the Senior Advisor Agreement shall be deemed to have occurred on the effective date of such termination, and the date of a Change in Control shall be the closing date of the transaction constituting such Change in Control.
(d) Any acceleration under this Section 4 shall apply only to Warrant Shares that remain unvested as of the date of the qualifying termination and that were scheduled to vest during the remaining term of the Senior Advisor Agreement (or any renewal thereof) as of immediately prior to the Change in Control.
4.3 No Other Acceleration. Except as expressly provided in this Section 4 or in the Senior Advisor Agreement, there will be no acceleration of vesting of this Warrant.
5. Exercise of Warrant
5.1 Exercise Procedure. Subject to the terms and conditions of this Warrant, the vested portion of this Warrant may be exercised by the Holder, in whole or in part, at any time and from time to time prior to the Expiration Date, by:
(a) delivering to the Company a duly completed and executed notice of exercise in the form attached as Exhibit A (a “Notice of Exercise”), specifying the number of Warrant Shares to be purchased; and
(b) paying to the Company the aggregate Exercise Price for the Warrant Shares being purchased, in accordance with Section 5.2.
5.2 Form of Payment. The aggregate Exercise Price may be paid, at the Holder’s election, by any one or a combination of the following: cash, wire transfer or certified check payable to the order of the Company.
5.3 Issuance of Shares. Upon due exercise of this Warrant and full payment of the aggregate Exercise Price, the Company will, as promptly as reasonably practicable and in any event within ten (10) business days, issue and deliver to the Holder (or to such other Person as the Holder may designate in the Notice of Exercise, subject to the transfer restrictions in Section 7) the Warrant Shares in book-entry form or by issuance of a certificate, together with any cash in lieu of fractional shares as provided in Section 6.
5.4 No Stockholder Rights Prior to Exercise. The Holder is not entitled, solely by virtue of holding this Warrant, to any rights of a stockholder of the Company, including voting rights, dividend rights, preemptive rights or rights on a liquidation, until this Warrant has been duly exercised and the Warrant Shares have been issued to the Holder.
6. Fractional Shares
No fractional shares of Common Stock will be issued upon any exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will, at its option, either (a) round down to the nearest whole share or (b) pay to the Holder an amount in cash equal to such fraction of a share of Common Stock on the date of exercise, as determined in good faith by the Board.
7. Adjustments; Reorganization Events
7.1 Stock Splits and Similar Events. If, at any time while this Warrant is outstanding, the Company effects any stock split, reverse stock split, stock dividend, combination, recapitalization, subdivision, reclassification or similar event affecting the outstanding shares of Common Stock (each, a “Stock Event”), then the number of Warrant Shares and the Exercise Price will be equitably adjusted so that the Holder will receive upon exercise of this Warrant, for the same aggregate Exercise Price, the number and kind of securities or other consideration that the Holder would have received if this Warrant had been exercised immediately prior to such Stock Event. Any adjustment made pursuant to this Section 7.1 will not entitle the Holder to any additional securities or other consideration in connection with any future issuance of securities by the Company, and will not constitute anti-dilution, ratchet or similar protection in connection with any financing or other issuance of equity securities.
7.2 Reorganization Events. In the event of any merger, consolidation, Change in Control, reorganization, reclassification, or sale of all or substantially all of the Company’s assets (each, a “Reorganization Event”), this Warrant shall be assumed, substituted or treated in accordance with this Section 7.2, in addition to any acceleration under Section 4:
(a) the successor or acquiring entity (or its parent) may, as part of such Reorganization Event, assume this Warrant or substitute an equivalent warrant or similar right with respect to the equity securities of the successor or acquiring entity (or its parent), with appropriate equitable adjustments to the number of shares and Exercise Price to preserve the economic value of this Warrant; or
(b) if this Warrant is not so assumed or substituted in connection with a Reorganization Event, then, immediately prior to the closing of such Reorganization Event and after giving effect to any acceleration pursuant to Section 4, this Warrant will become exercisable for the kind and amount of securities, cash or other property that the Holder would have received in such Reorganization Event if the Holder had exercised this Warrant in full immediately prior thereto.
The Company will provide the Holder with reasonable advance written notice of any Reorganization Event and the treatment of this Warrant under this Section 7.2.
7.3 No Other Adjustments. Except as expressly provided in this Section 7, the Holder will not be entitled to any adjustment with respect to any issuance of securities (including additional shares of Common Stock, options, warrants or other convertible securities), and the Holder acknowledges that it has no anti-dilution, price protection, ratchet, top-up or similar rights.
8. Transferability; Lock-Ups
8.1 Transfer of Warrant.
(a) This Warrant may not be sold, assigned, transferred, pledged or otherwise disposed of by the Holder, in whole or in part, without the prior written consent of the Company, which consent may be granted or withheld in the Company’s sole discretion.
(b) Notwithstanding Section 8.1(a), the Company’s consent shall not be unreasonably withheld for a transfer to an Affiliate of the Holder, provided that: (i) the Holder provides the Company with at least fifteen (15) business days’ prior written notice of the proposed transfer, identifying the transferee and its relationship to the Holder; (ii) the transferee executes a written instrument, in form and substance reasonably satisfactory to the Company, agreeing to be bound by all terms and conditions of this Warrant and the Senior Advisor Agreement as if it were an original party thereto; (iii) the Holder provides the Company with such documentation as the Company may reasonably request to verify the Affiliate relationship and the transferee’s status as an accredited investor; (iv) the Holder remains jointly and severally liable with the transferee for all obligations under this Warrant and the Senior Advisor Agreement; and (v) the Holder acknowledges that such transfer shall not relieve the Holder of any obligations under the Senior Advisor Agreement, including without limitation the obligation to provide Services.
(c) Any Person to whom this Warrant is transferred shall be deemed to have made the representations and warranties set forth in Section 9.1.
(d) The Company shall maintain a register of all holders of this Warrant and any permitted transferees. The Company may treat the registered holder as the absolute owner of this Warrant for all purposes.
(e) Any attempted transfer in violation of this Section 8.1 shall be null and void ab initio, and the Company shall not register any such transfer or recognize any purported transferee as a holder of this Warrant
8.2 Transfer of Warrant Shares. Shares of Common Stock issued upon exercise of this Warrant will be transferable by the Holder, subject to:
(a) compliance with applicable federal, state and foreign securities laws and regulations;
(b) the Company’s insider trading and compliance policies, as in effect from time to time; and
(c) any lock-up or market-stand-off agreements that are applicable to all senior executives and advisors of the Company in connection with a bona fide equity financing or public listing, which the Holder agrees to enter into on substantially the same terms as such executives and advisors.
8.3 Market Stand-Off. If requested by the Company or the underwriters of the Company’s securities, the Holder agrees not to sell, transfer or otherwise dispose of any Warrant Shares during any customary lock-up period (not to exceed 180 days, or such longer period as is required of similarly situated executives and advisors) following the effective date of a registration statement of the Company under the Securities Act of 1933, as amended, to the extent such restriction is required of the Company’s senior executives and advisors generally.
9. Securities Law Compliance; Legends
9.1 Investment Representations. The Holder represents and warrants to the Company that:
(a) it is acquiring this Warrant, and will acquire any Warrant Shares upon exercise of this Warrant, for investment purposes only and not with a view to or for sale in connection with any distribution;
(b) it understands that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and are “restricted securities” under the Securities Act;
(c) it is an “accredited investor” as defined in Rule 501(a) under Regulation D promulgated under the Securities Act; and
(d) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company.
9.2 Compliance with Laws. This Warrant and any Warrant Shares issued upon exercise hereof may not be offered, sold, assigned, transferred, pledged or otherwise disposed of except in compliance with the Securities Act, applicable state securities laws and the rules and regulations thereunder. The Company may require the Holder to provide such legal opinions, certifications or other evidence reasonably satisfactory to the Company as a condition to any such transfer.
9.3 Legend. Any certificate(s) or book-entry statements representing this Warrant or the Warrant Shares may bear a restrictive legend substantially in the following form (in addition to any other legend required by applicable law or contract):
“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE THEREWITH.”
10. Taxes and Withholding
10.1 Tax Responsibility. The Holder is solely responsible for all taxes (including income, employment, social security, social insurance and similar taxes) arising from the grant, vesting, ownership, exercise, transfer or disposition of this Warrant or the Warrant Shares, or from any dividends or other distributions thereon.
10.2 Withholding. The Company is authorized, to the extent it determines it has any withholding obligation, to satisfy any tax withholding obligations with respect to this Warrant or any Warrant Shares by (a) withholding from the Warrant Shares otherwise deliverable upon exercise, (b) requiring a cash payment from the Holder, or (c) such other method as is permitted by applicable law. The Holder will execute any tax-related forms and acknowledgments reasonably requested by the Company and acknowledges that timely filing of any required tax elections is the Holder’s sole responsibility.
10.3 No Tax Advice. The Holder acknowledges that the Company has not provided the Holder with tax, legal or investment advice and that the Holder has been advised to consult with its own tax, legal and investment advisors regarding this Warrant.
11. Relationship to Senior Advisor Agreement
11.1 Issued Pursuant to Senior Advisor Agreement. This Warrant is issued as the Base Warrant contemplated by Section 3.1 of the Senior Advisor Agreement and constitutes the sole equity compensation payable to the Holder under the Senior Advisor Agreement, subject to the terms set forth therein.
11.2 Incorporation by Reference. The terms and conditions of Section 3.1 of the Senior Advisor Agreement (including, without limitation, the definitions of Fully Diluted Share Capital, Cause and Good Reason, the vesting schedule, treatment upon termination of Services, and the Change in Control provisions) are incorporated herein by reference to the maximum extent permissible. In the event of any conflict between the express terms of this Warrant and the express terms of the Senior Advisor Agreement on any such matter, the Senior Advisor Agreement will control.
11.3 No Additional Rights. This Warrant does not amend, modify or expand the rights of the Holder under the Senior Advisor Agreement, except to the limited extent expressly stated herein.
12. Notices
Any notice, request, demand or other communication under this Warrant will be in writing and given in the manner and to the addresses (or emails) specified for each party in Section 15.4 of the Senior Advisor Agreement (or such other address as a party may designate in accordance with that section). Notices under this Warrant will be deemed given at the times set forth in Section 15.4 of the Senior Advisor Agreement.
13. Governing Law; Dispute Resolution
This Warrant, and any dispute arising out of or relating to this Warrant (including without limitation its validity, interpretation, performance, enforcement, termination and damages), will be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to conflicts of law principles. Any dispute under this Warrant will be resolved in the same manner and forum as disputes under the Senior Advisor Agreement, and nothing in this Warrant limits any party’s right to seek injunctive or other equitable relief as described therein.
14. Miscellaneous
14.1 Amendments; Waivers. This Warrant may be amended, modified or supplemented, and any provision of this Warrant may be waived, only by a written instrument signed by the Company and the Holder. No waiver of any breach or default will be deemed a waiver of any subsequent breach or default.
14.2 Binding Effect; Assignment. Subject to the transfer restrictions set forth herein, this Warrant is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. The Holder may not assign this Warrant except as permitted by Section 8.1.
14.3 Severability. If any provision of this Warrant is determined to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.
14.4 Counterparts; Electronic Signatures. This Warrant may be executed in counterparts (including by electronic transmission), each of which will be deemed an original, and all of which together will constitute one and the same instrument. Electronic signatures (including via DocuSign or similar) will be deemed original signatures for all purposes.
14.5 Headings. The headings in this Warrant are for convenience only and do not affect its interpretation.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of the Issue Date.
FOR AND ON BEHALF OF:
CRISP MOMENTUM INC.
| By: | ||
| Name: | Renger Van den Heuvel | |
| Title: | Chief Executive Officer |
ACKNOWLEDGED AND AGREED:
HOLDER:
HOLIDAY HOUSE PRODUCTIONS, LLC
| By: | ||
| Name: | Pamela Duckworth | |
| Title: | President - Founder |
EXHIBIT A
NOTICE OF EXERCISE FORM
To: CRISP MOMENTUM INC.
Attn: Renger Van den Heuvel
Address: 250 Park Avenue, 7th Floor, New York, NY 10177
Email:
Re: Exercise of Warrant to Purchase Common Stock
The undersigned, the holder of that certain Warrant to Purchase Common Stock issued by CRISP MOMENTUM INC. dated as of January 16, 2026 (the “Warrant”), hereby irrevocably elects to exercise the Warrant with respect to the purchase of [Number of Shares] shares of Common Stock (the “Warrant Shares”), considering:
Form of Payment: Cash / wire / certified check in the amount of $[Amount], representing the aggregate Exercise Price for the Warrant Shares being purchased.
The undersigned hereby confirms and reaffirms, as of the date hereof, the representations and warranties set forth in Section 9.1 of the Warrant.
Please issue the Warrant Shares in the name of (check one):
HOLDER:
HOLIDAY HOUSE PRODUCTIONS, LLC
| By: | ||
| Name: | ||
| Title: |