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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of November 9, 2025, among Creatd, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder as to the Notes, Conversion Shares, Warrants and Warrant Shares (each as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement and the other Transaction Documents, the Company and each Purchaser agree as follows:

 

ARTICLE I. DEFINITIONS

…

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 9, 2025, between Creatd, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Buyer” and, collectively, the “Buyers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of November 9, 2025, among the Company and each Buyer (the “Purchase Agreement”).

 

The Company and each Buyer hereby agrees as follows:

 

Definitions.

 

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

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Funding Conditions

 

Fundaztic.com (the “Platform”) offers both Conventional and Syariah Compliant products. The FUNDING CONDITIONS as contained herein have distinctive parts covering the Conventional products and for the Syariah Compliant products intended for clear segregation of the funding conditions involved. Please read carefully to understand and be aware of the underlying rules, processes, procedures, terms and conditions of the two separate product offerings before you proceed.

 

CONVENTIONAL PRODUCTS FUNDING CONDITIONS

1.

Introduction

1.1 These Funding Conditions will apply to each Funding Contract entered into through the Fundaztic online funding platform (the “Platform”). Capitalised terms not otherwise defined have the meanings given in clause 15.

…

Unit 15.01 & Unit 15.02, Level 15, Mercu 3

KL Eco City, Jalan Bangsar, 59200 Kuala Lumpur

www.fundingsocieties.com.my |  Website

info@fundingsocieties.com.my |       Email

 

PRIVATE & CONFIDENTIAL

 

Our Ref.

: MBIBMY-2506000077

Date

: 17 June 2025

3KNIGHTS DYNAMICS SDN. BHD. (202101028283)

NO. 19-2 THE BOULEVARD MID VALLEY CITY

LINGKARAN SYED PUTRA

59200 KUALA LUMPUR

WILAYAH PERSEKUTUAN KUALA LUMPUR

 

To whom it may concern,

 

RE        :                        Note Issuance Islamic (MF-i) Facility Offer

 

We refer to your application for the above facility. We are pleased to inform you that Modalku Ventures Sdn Bhd (“Funding Societies”) is prepared to provide you with the following facility under the principles of Commodity Murabahah (via Tawarruq) (“Facility”) subject to our terms & conditions (available on www.fundingsocieties.com.my) and the terms set forth herein (“Letter of Offer”).

 

COMMERCIAL TERMS OF THE FACILITY

 

Facility Amount

:

(a) Facility

:

RM 200,000.00

 

 

(b) Drawdown Fee (financed)

:

RM 10,000.00

…

\ 

Exhibit 10.4

 

DATED THIS

 

DAY OF

 

22 APR 2026

 

 

BETWEEN

 

HELLO PROPERTY (M) SDN BHD

(Registration No. 199601023472 (395824-U))

          , as Landlord

 

AND

 

3KNIGHTS DYNAMICS SDN BHD

(Registration No. 202101028283 (1428583-T))

      , as Tenant

 

 

 

TENANCY AGREEMENT

 

 

 

MESSRS. SOON GAN DION & PARTNERS

ADVOCATES & SOLICITORS

1st FLOOR, NO. 73, JALAN SS21/1A

DAMANSARA UTAMA

47400 PETALING JAVA

 

[TEL: 03-7726 3168 FAX : 03-7726 3445]

 

File Ref.: 103-260085DK

 

 

 

 

e-Duti Setem LHDNM

 

 

 

PENGESAHAN PENERIMAAN BORANG NYATA DUTI SETEM

 

SEWA / PAJAKAN

 

Nombor Adjudikasi

:

L01J1EADF4XB016

Pejabat Setem Negeri

:

Selangor

Tarikh Surat Cara Ditandatangani

:

22-04-2026

Tarikh Surat Cara Diterima Di Malaysia

:

Nama Surat Cara

:

Perjanjian Sewa

Nama Pihak Pertama

:

HELLO PROPERTY (M) SDN BHD

Nama Pihak Kedua

:

3KNIGHTS DYNAMICS SDN BHD

Duti Yang Sepatutnya Dikenakan

:

RM 1,284.00

Peremitan / Pengecualian

:

RM 0.00

Duti Yang Dikenakan

:

RM 1,284.00

Penalti Yang Dikenakan

…

Document

RESTRICTED STOCK UNITS AGREEMENT

(Non-Employee Director)

This Restricted Stock Units Agreement (the “Agreement”) is made and entered into on [●] (the “Grant Date”), pursuant to the Casey’s General Stores, Inc. 2025 Stock Incentive Plan (the “Plan”). The Committee administering the Plan has selected the non-employee director to which this Agreement is being presented (the “Participant”) to receive the following award (the “Award”) of Restricted Stock Units, each of which represents the right to receive on the applicable settlement date described in Section 1 (each a “Settlement Date”) one (1) share of the Common Stock, no par value (“Stock”) of Casey’s General Stores, Inc., an Iowa corporation (the “Company”), on the terms and conditions set forth below to which Participant accepts and agrees:

1.Award Granted.

Grant Date:                [●]

Number of Restricted Stock Units:    [●]

Vesting Date/Settlement Date:    For each Restricted Stock Unit, the date on which such unit becomes a Vested Unit in accordance with Section 4 or Section 7, below.

…

Document

        

RESTRICTED STOCK UNITS AGREEMENT

(LTI Awards to Officers – Time-Based RSUs)

This Restricted Stock Units Agreement (this “Agreement”) is made and entered into on [●] (the “Grant Date”), pursuant to the Casey’s General Stores, Inc. 2025 Stock Incentive Plan (the “Plan”). The Compensation and Human Capital Committee (the “Committee”) has selected the party below (such party, the “Participant”) to receive the award described herein (the “Award”) of Restricted Stock Units, each of which represents the right to receive on the applicable settlement date (each a “Settlement Date”) one (1) share of the Common Stock, no par value (“Stock”) of Casey’s General Stores, Inc., an Iowa corporation (the “Company”), on the terms and conditions set forth below to which Participant accepts and agrees:

1.Award Granted. On the Grant Date, the Participant shall acquire, subject to the provisions of this Agreement, the number of Restricted Stock Units as specified below (the “Units”).

Participant:                Darren Rebelez

Grant Date:                [●]

…

Document

RESTRICTED STOCK UNITS AGREEMENT

(Special Performance Award)

This Restricted Stock Units Agreement (this “Agreement”) is made and entered into on [●] (the “Grant Date”), pursuant to the Casey’s General Stores, Inc. 2025 Stock Incentive Plan (the “Plan”). The party below (such party, the “Participant”) shall receive the award described herein (the “Award”) of Restricted Stock Units, each of which represents the right to receive on the applicable settlement date (each a “Settlement Date”) one (1) share of the Common Stock, no par value (“Stock”) of Casey’s General Stores, Inc., an Iowa corporation (the “Company”), on the terms and conditions set forth below to which Participant accepts and agrees:

1.Award Granted. On the Grant Date, the Participant shall acquire, subject to the provisions of this Agreement, the number of Restricted Stock Units as specified below (the “Units”).

Participant:                [●]

Grant Date:                [●]

Number of Time-Based Units:    [●]

Vesting Date:        Except as set forth below, the Units will vest on [●].

…