COMMON STOCK PURCHASE WARRANT ICONIC BRANDS, INC.Iconic Brands, Inc. • January 13th, 2020 • Beverages
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Iconic Brands, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 13th, 2020 • Iconic Brands, Inc. • Beverages • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 12, 2020, between Iconic Brands, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 26, 2021, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2021, between Iconic Brands, 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”).
COMMON STOCK PURCHASE WARRANT ICONIC BRANDS, INC.Notice of Exercise • July 27th, 2021 • Iconic Brands, Inc. • Beverages
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Authorized Capital Adjustment Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Iconic Brands, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Common Stock Purchase Warrant ICONIC BRANDS, INC.Common Stock Purchase Warrant • August 25th, 2009 • Iconic Brands, Inc. • Agricultural services
This Common Stock Purchase Warrant (the “Warrant”) certifies that, for value received, DOUBLE U FUND Ltd. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ICONIC BRANDS, INC., a Nevada corporation (the “Company”), up to One Million (1,000,000) shares (the “Warrant Shares”) of common stock of the Company (the “Common Stock”). The purchase price (the “Purchase Price”) of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.
EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • New York
This employment agreement (the “Agreement”), when duly executed, is made and entered into as of July 26, 2021, by and between Iconic Brands, Inc., a Nevada corporation located at 44 Seabro Avenue, Amityville, New York 11701 (the “Company”), and John Cosenza (“you”), with an address c/o Iconic Brands, Inc., 44 Seabro Avenue, Amityville, New York 11701 (the “Company” and “you” are referred to herein in the collective as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages • New York
This Employment Agreement (this “Agreement”) shall be effective as of April 1, 2018 (the “Effective Date”) by and bet ween Iconic Brands, Inc. (the “Company”), a Nevada corporation, and Roseann Faltings (the “Employee”), an individual residing 71 Shore Drive, Copaigue, New York 11726.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages • Nevada
This Securities Exchange Agreement (this “Agreement”) is dated as of May 15, 2015, by and among the members of BiVi LLC, Nevada limited liability company (the “Company”) (collectively referred to as the Seller”), and Iconic Brands, Inc. (“Iconic”).
EXCHANGE AGREEMENTExchange Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • New York
EXCHANGE AGREEMENT (the “Agreement”) is made as of the 26 day of July, 2021, by and between Iconic Brands, Inc., a Nevada corporation (the “Company”), and Richard DeCicco, the Company’s Chief Executive Officer, Chief Financial Officer, and a member of the Company’s Board of Directors (the “Stockholder”).
AMENDMENT NO. 1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages
This First Amendment to the Securities Purchase Agreement (this “Amendment”) is entered into on May 21, 2018 by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser” and collectively with the other undersigned purchasers, the “Purchasers”). Each of the Purchasers and the Company may be referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages
This First Amendment to the Registration Rights Agreement (this “Amendment”) is entered into on May 21, 2018 by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser” and collectively with the other undersigned purchasers, the “Purchasers”). Each of the Purchasers and the Company may be referred to herein as a “Party” and collectively as the “Parties.”
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 29th, 2018 • Iconic Brands, Inc. • Beverages • New York
This Share Exchange Agreement (this “Agreement”) is entered into on May 21, 2018 (the ”Effective Date”) and is by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), on the one hand, and Gregory M. Castaldo, an individual (“Castaldo”), Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (“Iroquois”), Iroquois Capital Investment Group LLC, a Delaware limited liability company (“ICIG”), and The Special Equities Group, LLC, a Delaware limited liability company (“SEG,” and along with Castaldo, Iroquois and ICIG, each a “Shareholder” and collectively the “Shareholders”), on the other hand. Each of the Company and the Shareholders may be referred to herein as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 6th, 2019 • Iconic Brands, Inc. • Beverages • New York
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made this 4th day of December, 2019, by and among Canbiola, Inc. a Florida corporation (“CANB”), on one hand, and Iconic Brands, Inc., a Nevada corporation (the “ICNB”) and Green Grow Farms, Inc., a New York corporation (“GGFI”) on the other hand. CANB, ICNB, and GGFI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Each Purchaser referenced below:: Securities Purchase Agreement • January 13th, 2020 • Iconic Brands, Inc. • Beverages • New York
Re: Securities Purchase Agreement, dated as of January 12, 2020 (the “Purchase Agreement”), between Iconic Brands, Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
EXCLUSIVE MANUFACTURING AGREEMENTExclusive Manufacturing Agreement • January 18th, 2011 • Iconic Brands, Inc. • Agricultural services • New York
This EXCLUSIVE MANUFACTURING AGREEMENT (this "Agreement") is made as of this 18th day of August 2007("Effective Date"), by and between Harbrew Imports Limited, a Florida corporation, having offices at 102 Buffalo Ave. Freeport, NY 11520 ("Harbrew"), Fagema Sorrento Delizie Di De Luca Antonino and Scala Antonino an Italian corporation having its principal offices at Via Campangnano 2, 80067-Sorrento- (NA) Italia. ("Sorrento" or "Manufacturer").
AMENDMENT NO. 1 SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages
This First Amendment to the Securities Exchange Agreement (this “Amendment”) is entered into on October 26, 2018 by and among Iconic Brands, Inc., a Nevada corporation (“Iconic”), and BiVi LLC, a Nevada limited liability company (the “Company”). Each of Iconic and the Company may be referred to herein as a “Party” and collectively as the “Parties.”
DISTRIBUTION AGREEMENTDistribution Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages • New York
This Distribution Agreement (“Agreement”), dated this 1st day of May, 2016, by and between Bellissima Spirits LLC, a Nevada limited liability company (“Bellissima”) and United Spirits, Inc. a New York corporation (“United”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 25th, 2009 • Iconic Brands, Inc. • Agricultural services • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August __, 2009, by and among ICONIC BRANDS, INC., a Nevada corporation (the “Company”), 1174 Route 109, Lindenhurst, New York 11757, and DOUBLE U MASTER FUND L.P.., a British Virgin Islands limited partnership, with an office at Harbour House, Waterfront Drive, P.O. Box 972, Road Town, Tortola, British Virgin Islands (the “Subscriber”) under such agreement and the Transaction Documents, as defined in Section 5(c) of this Agreement, referred to herein).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BELLISSIMA SPIRITS LLCLimited Liability Company Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • Nevada
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as it may be amended from time to time in accordance with its terms, this “Agreement”) dated as of July 26, 2021 (the “Effective Date”), of Bellissima Spirits LLC, a Nevada limited liability company (the “Company”), is entered into among the Persons listed on Annex A attached hereto or who are otherwise subsequently admitted as members of the Company pursuant to the terms of this Agreement (each such Person, in its capacity as a member of the Company, a “Member”, and collectively, the “Members”). Certain capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Annex B attached hereto.
DISTRIBUTION AGREEMENTDistribution Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages • New York
This Distribution Agreement (“Agreement”), dated this 1st day of May, 2015, by and between Bivi LLC, a Nevada limited liability company (“Bivi”) and United Spirits, Inc. a New York corporation (“United”).
DISCOUNT FACTORING AGREEMENT BETWEEN CAPSTONE BUSINESS CREDIT, LLC, AS THE FACTOR AND HARBREW IMPORTS, LTD., AS THE COMPANYDiscount Factoring Agreement • January 18th, 2011 • Iconic Brands, Inc. • Agricultural services • New York
HARBREW IMPORTS LTD. CORP. AGREEMENT TO CONVERT 7% CONVERTIBLE PROMISSORY NOTEIconic Brands, Inc. • June 16th, 2009 • Agricultural services • Nevada
WHEREAS, Harbrew Imports Ltd. Corp. (the “Company”) offered for sale to ______________, the undersigned noteholder, (the “Holder”) a 7% Convertible Promissory Note in the principal amount of $_______ dated __________ (the “Note”) and (a) a five year warrant to purchase 100% of the shares issuable upon conversion of the Note exercisable at a price of $1.00 per share (the “Class A Warrant”); and (b) a five year warrant to purchase 100% of the shares issuable upon conversion of the Note exercisable at a price of $1.50 per share (the “Class B Warrant” and collectively with the Class A Warrant, the “Warrants”).
MARKETING AND DISTRIBUTION AGREEMENT by and between ICONIC BRANDS, INC. and UNITED SPIRITS, INC.Marketing and Distribution Agreement • November 19th, 2019 • Iconic Brands, Inc. • Beverages • New York
This marketing and distribution agreement (this “Agreement”), dated as of April 1, 2019 (the “Effective Date”) is between Iconic Brands, Inc., a Nevada corporation (“Iconic”) and United Spirits, Inc., a New York corporation (“United”) for the distribution of alcoholic products described herein. Iconic and United are each a “Party” and collectively, the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made, effective as of the 26 day of July 2021, by and between Iconic Brands, Inc., a Nevada corporation (the “Buyer”), and Richard DeCicco (the “Seller”).
TERMINATION AGREEMENT TO THE DISCOUNT FACTORING AGREEMENT AND RELATED DOCUMENTSTermination Agreement • January 18th, 2011 • Iconic Brands, Inc. • Agricultural services • New York
This TERMINATION AGREEMENT (this “Termination Agreement”), dated as of June 5, 2009, is entered into by and between Harbrew Imports, Ltd., a New York corporation (the “Company”), Capstone Business Credit, LLC (“CBC”) and Capstone Capital Group I, LLC (“CCG”, and together with CBC, the “Factor”).
LICENSE AGREEMENTLicense Agreement • January 18th, 2011 • Iconic Brands, Inc. • Agricultural services • California
This License Agreement (Agreement") dated as of April 26, 2007 recites the agreement between Seven Celios, LLC ("DDV") and Harbrew imports Limited, a New York corporation ("Company") with respect to the manufacture, distribution, and promotion of an alcoholic beverage (liqueur) which will be known as "Danny DeVito's Premium Limoncello" (the "Beverage").
TopPop LLCRelease Agreement • July 7th, 2022 • Iconic Brands, Inc. • Beverages • New Jersey
SETTLEMENT AGREEMENTSettlement Agreement • April 26th, 2010 • Iconic Brands, Inc. • Agricultural services
This Settlement Agreement (this "Settlement Agreement") is entered into this 19th day of April, 2010 by and between Iconic Brands, Inc. (the "Company") and Double U Master Fund LP (the "Lender") the Company and the Lender may sometimes be referred to herein singularly as a "Party," or collectively as, the "Parties".
ILLEGIBLE] Distributed by Blumberg Excelsior IncIconic Brands, Inc. • January 18th, 2011 • Agricultural services
This Lease made the 12th day of July 2002 between FRED & JOSEPH SCALAMANDRE REAL ESTATE, with offices at 157 Albany Avenue, Freeport, NY 11520
REDEMPTION AGREEMENTRedemption Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages
This REDEMPTION AGREEMENT (this “Agreement”), dated as of July 26, 2021, by and between Jason DiPaola (“JD”) and Iconic Brands, Inc., a Nevada corporation (the “Company”).
EXCHANGE AGREEMENTExchange Agreement • July 23rd, 2019 • Iconic Brands, Inc. • Beverages • New York
EXCHANGE AGREEMENT (the “Agreement”) is made as of the 18th day of July 2019, by and between Iconic Brands, Inc., a Nevada corporation (the “Company”), and the investor signatory hereto (the “Investor”).
AMENDMENT NO. 1 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2018 • Iconic Brands, Inc. • Agricultural services
This First Amendment to the Registration Rights Agreement (this “Amendment”) is entered into on May 21, 2018 by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser” and collectively with the other undersigned purchasers, the “Purchasers”). Each of the Purchasers and the Company may be referred to herein as a “Party” and collectively as the “Parties.”
PLEDGE AGREEMENTPledge Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • Delaware
This Pledge AGREEMENT, dated as of July 26, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is by ICONIC BRANDS, INC., a Nevada corporation (“Iconic”) in favor of [___________] (“Seller”).
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • August 10th, 2020 • Iconic Brands, Inc. • Beverages • New York
This Stock Exchange Agreement (this “Agreement”) is made and entered into as of July 29, 2020 (the “Effective Date”) by and among Can B Corp., a Florida corporation f/k/a Canbiola, Inc. (“CANB”), on one hand, and Iconic Brands, Inc., a Nevada corporation (the “ICNB”) on the other hand. CANB and ICNB are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
