EXHIBIT 10.04 SUBSCRIPTION AGREEMENT Instanet, Inc. 26 West Dry Creek Circle, Suite 600 Littleton, Colorado 80120 Dear Sir or Madam: By signing below, the undersigned subscribes to purchase _________________ shares of the Common Stock, $____ par...Subscription Agreement • May 11th, 2001 • Instanet Inc • Calculating & accounting machines (no electronic computers)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2011 • Bazi International, Inc. • Medicinal chemicals & botanical products • Nevada
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 21, 2011, by and between BAZI INTERNATIONAL, INC., a Nevada corporation, (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
ContractBazi International, Inc. • December 6th, 2010 • Medicinal chemicals & botanical products • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
PURCHASE AGREEMENTPurchase Agreement Purchase Agreement • June 23rd, 2011 • Bazi International, Inc. • Medicinal chemicals & botanical products • Nevada
PURCHASE AGREEMENT (the “Agreement”), dated as of June 21, 2011, by and between BAZI INTERNATIONAL, INC., a Nevada corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
INDEMNITY AGREEMENTIndemnity Agreement • February 24th, 2015 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • Nevada
THIS INDEMNITY AGREEMENT (this “Agreement”), dated as of February __, 2015, is entered into by and between TRUE DRINKS HOLDINGS, INC., a Nevada corporation (the “Company”), and _____________ (“Indemnitee”).
WARRANT FOR THE PURCHASE OF _________________ SHARES OFBazi International, Inc. • December 6th, 2010 • Medicinal chemicals & botanical products • Nevada
THIS IS TO CERTIFY that, for value received,_____________________ , its successors and assigns (collectively, the "Holder"), are entitled to purchase, subject to the terms and conditions hereinafter set forth, ____________________ shares of Bazi International, Inc., a Nevada corporation (the "Company") common stock, $.001 par value per share ("Common Stock"), and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is $1.50 per share, subject to adjustment as provided below (the "Exercise Price").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 29th, 2004 • Vitacube Systems Holdings Inc • Calculating & accounting machines (no electronic computers) • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2017 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • California
ContractRegistration Rights Agreement • December 1st, 2015 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • California
KATALYST SECURITIES LLCTrue Drinks Holdings, Inc. • April 30th, 2019 • Medicinal chemicals & botanical products • New York
This letter (the “Agreement”) constitutes our understanding with respect to the engagement of Katalyst Securities LLC (“Katalyst”), registered broker dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and SIPC, as an exclusive placement agent (hereinafter referred to as “Placement Agent”), by Charlie’s Chalk Dust LLC, a Delaware limited liability company (the “Company”) to assist the Company with (i) a minimum Sixteen Million Five Hundred Thousand Dollars ($16,500,000) private placement financing of the Company (the “Offering”) of equity securities by the Company immediately preceding the proposed merger (the “Merger”) with a wholly owned subsidiary (“Acquisition Sub”) of True Drinks Holdings, Inc., a Nevada corporation (“TRUE”) or simultaneously with or immediately after the Merger, and (iii) to assist the Company with other filings required by FINRA, United States Securities and Exchange Commission (the “SEC”) and as required under the Securities Exchange Act
EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2017 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of April 13, 2017 (the “Effective Date”), is made by and between True Drinks Inc., a Delaware corporation, located at 18662 MacArthur Blvd., Ste. 110, Irvine, California 92612 (the “Company”), and James Greco, whose address is 16904 Pierre Circle, Delray Beach, FL 33446 (“Employee”), based upon the following:
Employment AgreementEmployment Agreement • April 30th, 2019 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 26, 2019, by and between True Drink Holdings, Inc., a Nevada corporation (the “Company”), and Ryan Stump(“Executive”).
VITACUBE SYSTEMS HOLDINGS, INC. Units consisting of Shares of Common Stock (Par Value $ Per Share) and Redeemable Class A and Class B Public Warrants to Purchase Shares of Common Stock FORM OF UNDERWRITING AGREEMENTVitacube Systems Holdings Inc • January 18th, 2005 • Medicinal chemicals & botanical products • New York
Shemano, in order to cover over-allotments in the sale of the Offered Units, may purchase up to an aggregate of units (the "Optional Units"), each Optional Unit consisting of two Common Shares (collectively, "Optional Shares"), one redeemable Class A public warrant identical to the Class A Warrants, and one redeemable Class B public warrant identical to the Class B Warrants (collectively, the "Optional Warrants"). The Offered Units and the Optional Units are sometimes collectively referred to as the "Units"; the Offered Shares and the Optional Shares are hereinafter sometimes collectively referred to as the "Shares"; and the Offered Warrants and the Optional Warrants are hereinafter sometimes collectively referred to as the "Warrants." The Warrants will be issued pursuant to a Warrant Agreement substantially in the form of Exhibit to the Registration Statement (as hereinafter defined) (the "Warrant Agreement") to be dated as of the Closing Date (as hereinafter defined) by and among the
TRUE DRINKS HOLDINGS, INC. TRUE DRINKS, INC. AVIDBANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 5th, 2013 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • California
This Loan And Security Agreement is entered into as of November 29, 2013, by and between Avidbank (“Bank”) and True Drinks Holdings, Inc., a Nevada corporation (“Parent”), and True Drinks, Inc., a Delaware corporation (“True Drinks”). Parent and True Drinks are each referred to herein as a “Borrower”, and together, as “Borrowers”.
EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2005 • Vitacube Systems Holdings Inc • Medicinal chemicals & botanical products • Colorado
This Agreement is made this 12th day of September 2005 (the “Effective Date”), by and between VITACUBE SYSTEMS HOLDINGS, INC., a Nevada corporation (“Employer” or the “Company”), and John D. Pougnet (“Employee”). This Agreement supersedes and replaces all prior employment agreements between the parties whether written or oral.
SECURITY AGREEMENTSecurity Agreement • December 6th, 2010 • Bazi International, Inc. • Medicinal chemicals & botanical products • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of March __, 2010, is made by and between Hudson Asset Partners, LLC, a Delaware limited liability company, in its capacity as collateral agent (the “Collateral Agent”), and XELR8 Holdings, Inc., a Nevada corporation (“Borrower”), XELR8, Inc., a Colorado corporation and whollyowned subsidiary of Borrower (“XELR8”), and VitaCube Systems, Inc., a Colorado corporation and whollyowned subsidiary of Borrower (“VitaCube” and together, with XELR8, the “Subsidiaries” and together with Borrower, the “Grantor”) for the benefit of the holders (the “Holders”) of those certain five year convertible secured promissory notes described below in the minimum principal amount of $1,000,000 (the “Minimum Amount”) and a maximum amount of up to $2,000,000 (or up to $3,000,000, if an overallotment option (the “Overallotment”) is exercised in full), to be issued by Borrower from time to time on and after the date hereof, all upon terms described in that
True Drinks Holdings, Inc. NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • July 3rd, 2013 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • New York
Exhibit 10.03 KEY BANK NATIONAL ASSOCIATION ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement") is made and executed this ______ day of _______________________, 2001, by and among Instanet, Inc. (the "Company"), whose address is 26 West Dry Creek...Key Bank National Association Escrow Agreement • February 27th, 2001 • Instanet Inc • Nevada
AMENDMENT NO. 5 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENTSecured Promissory Note and Security Agreement • January 20th, 2021 • Charlie's Holdings, Inc. • Medicinal chemicals & botanical products • California
This AMENDMENT NO. 5 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT (this “Amendment”), effective as of January 1, 2020, is made by and between Charlie’s Holdings, Inc., a Nevada corporation (“Holdings”), Charlie’s Chalk Dust, LLC, a Delaware limited liability company (“Chalk Dust”), and Don Polly LLC, a Nevada limited liability company (“Don Polly”, and together with Holdings and Chalk Dust, individually and collectively, “Company”), on the one hand, and Red Beard Holdings, LLC, a Delaware limited liability company (“Red Beard”) on the other. Company and Red Beard are sometimes collectively referred to herein as the “Parties” and each individually as a “Party”.
ContractMerger Agreement • January 22nd, 2013 • Bazi International, Inc. • Medicinal chemicals & botanical products • New York
THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES LAWS AND THIS SECURITY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER SUCH LAWS OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF TRUE DRINKS HOLDINGS, INC. (THE “COMPANY”) AND ITS AGENTS THAT, ABSENT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE AND OTHER SECURITIES LAWS, AS CONFIRMED TO THE COMPANY BY AN OPINION OF COUNSEL TO THE HOLDER IF REQUESTED BY THE COMPANY, SUBJECT AT ALL TIMES TO COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY JURISDICTION.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 6th, 2012 • Bazi International, Inc. • Medicinal chemicals & botanical products • New York
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the __ day of ____________, ____ by and between Bazi International, Inc., a Nevada corporation (the “Company”), and ______, an individual residing at ____________ (the “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2008 • Xelr8 Holdings, Inc. • Medicinal chemicals & botanical products • Colorado
This Employment Agreement (this “Agreement”) is between XELR8, Inc. (the “Company”) and Douglas Ridley (“Employee”), and is executed effective as of May 2, 2008 (the “Effective Date”) in connection with and consideration of the increased compensation and termination payment set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • February 15th, 2017 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • California
This Warrant Exchange Agreement (this “Agreement”) is dated as of January __, 2017, by and between True Drinks Holdings, Inc., a Nevada corporation (the “Company”), and ____________ (the “Holder”).
AMENDMENT NO. 3 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENTAnd Security Agreement • November 3rd, 2020 • Charlie's Holdings, Inc. • Medicinal chemicals & botanical products • California
This AMENDMENT NO. 3 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT (this “Amendment”), dated October 29, 2020, is made by and between Charlie’s Holdings, Inc., a Nevada corporation (“Holdings”), Charlie’s Chalk Dust, LLC, a Delaware limited liability company (“Chalk Dust”), and Don Polly LLC, a Nevada limited liability company (“Don Polly”, and together with Holdings and Chalk Dust, individually and collectively, “Company”), on the one hand, and Red Beard Holdings, LLC, a Delaware limited liability company (“Red Beard”) on the other. Company and Red Beard are sometimes collectively referred to herein as the “Parties” and each individually as a “Party”.
UNDERWRITER'S UNIT WARRANT AGREEMENTWarrant Agreement • January 18th, 2005 • Vitacube Systems Holdings Inc • Medicinal chemicals & botanical products • New York
UNDERWRITER'S UNIT WARRANT AGREEMENT dated as of , 2005, between VitaCube Systems Holdings, Inc., a Nevada corporation (the "Company"), and The Shemano Group, Inc. (hereinafter referred to as the "Underwriter").
SECURED PROMISSORY NOTESecured Promissory Note • September 11th, 2015 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • Nevada
For value received, True Drinks Holdings, Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of [___________________] or its registered assigns (the “Holder”), at the address of [________________________________________________], the principal sum of [$__________] on the dates specified herein, with interest as specified herein.
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • April 15th, 2024 • Charlie's Holdings, Inc. • Medicinal chemicals & botanical products
This Nomination and Standstill Agreement (this "Agreement"), April 26, 2023, is by and among Michael D. King (the "Designee") and Charlie's Holdings, Inc., a Nevada corporation (the "Company").
AGREEMENT AND PLAN OF MERGER among BAZI INTERNATIONAL, INC., BAZI ACQUISITION SUB INC., GT BEVERAGE COMPANY, INC. and MKM CAPITAL ADVISORS, LLC, as the Holder Representative Dated June 7, 2012Agreement and Plan of Merger • June 12th, 2012 • Bazi International, Inc. • Medicinal chemicals & botanical products • Delaware
THIS AGREEMENT AND PLAN OF MERGER, executed this 7th day of June, 2012 (this “Agreement”), is by and among Bazi International, Inc., a Nevada corporation (“Parent”), Bazi Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub,” and together with Parent, the “Parent Parties”), GT Beverage Company, Inc., a Delaware corporation (“GT”), and MKM Capital Advisors, LLC, as the Holder Representative.
SERVICE AGREEMENTService Agreement • September 7th, 2005 • Vitacube Systems Holdings Inc • Medicinal chemicals & botanical products • Florida
THIS AGREEMENT (the “Agreement”) is made and entered into this 6th day of September, 2005, by and between ELITE FINANCIAL COMMUNICATIONS GROUP, LLC, located at 605 Crescent Executive Court, Suite 124, Lake Mary, Florida 32746, (hereinafter referred to as “ELITE”) and VITACUBE SYSTEMS HOLDINGS, INC., located at 480 South Holly Street Denver, Colorado 80246, (hereinafter referred to as the “Company”).
AMENDMENT NO. 1 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENTSecurity Agreement • September 1st, 2020 • Charlie's Holdings, Inc. • Medicinal chemicals & botanical products • California
This AMENDMENT NO. 1 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT (this “Amendment”), dated August, 27, 2020, is made by and between Charlie’s Holdings, Inc., a Nevada corporation (“Holdings”), Charlie’s Chalk Dust, LLC, a Delaware limited liability company (“Chalk Dust”), and Don Polly LLC, a Nevada limited liability company (“Don Polly”, and together with Holdings and Chalk Dust, individually and collectively, “Company”), on the one hand, and Red Beard Holdings, LLC, a Delaware limited liability company (“Red Beard”) on the other. Company and Red Beard are sometimes collectively referred to herein as the “Parties” and each individually as a “Party”.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2007 • Xelr8 Holdings, Inc. • Medicinal chemicals & botanical products
This Second Amendment to Employment Agreement (the “Second Amendment”) is entered into effective as of October 11, 2006, by and between XELR8 Holdings, Inc., (formerly VitaCube Systems Holdings, Inc.), a Nevada corporation (the “Company”), and John D. Pougnet (the “Employee”).
ContractThe Securities Purchase Agreement • April 1st, 2015 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2007 • Xelr8 Holdings, Inc. • Medicinal chemicals & botanical products
This Third Amendment to Employment Agreement (the “Second Amendment”) is entered into as of November 1, 2006 by and between XELR8 Holdings, Inc. (formerly Vitacube Systems Holdings, Inc.), a Nevada corporation (the “Holdings”), XELR8, Inc., a Colorado corporation (“XELR8”) (Holdings and XELR8 collectively, “the Company”), and Sanford D. Greenberg (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2010 • Xelr8 Holdings, Inc. • Medicinal chemicals & botanical products • Colorado
This Employment Agreement (this "Agreement") is between XELR8, Inc. (the "Company") and Kevin Sherman ("Employee"), and is executed effective as of June 1, 2009 (the "Effective Date").
AGREEMENTAgreement • November 14th, 2007 • Xelr8 Holdings, Inc. • Medicinal chemicals & botanical products • Colorado
THIS AGREEMENT (this “Agreement”) is entered into as of the 7th day of November, 2007, by and between XELR8, Inc., a Colorado corporation (“XELR8”), with a principal place of business of 480 S. Holly Street, Denver, Colorado 80246, and Acceleration Sports Institute, a South Carolina corporation (“ASI”), with a principal place of business of 1650 Skylyn Drive, Suite 100, Spartanburg SC, 29307.
