FORM OF DEALER-MANAGER AGREEMENTDealer-Manager Agreement • February 6th, 2018 • Giggles N' Hugs, Inc. • Retail-eating & drinking places • Connecticut
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Giggles N’ Hugs, Inc., a Nevada corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), subscription rights (the “Rights”) as set forth in the Company’s Form S-1 registration statement (File No. 333-220302) filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 1, 2017, as amended, to subscribe for and purchase up to an aggregate of 300,000,000 units (the “Units”), each consisting of one share of the Company’s Common Stock (the “Rights Shares”) and 0.70 warrant (each a “Warrant”), at a subscription price of $[_____] per Unit (the “Subscription Price”). Each whole Warrant is exercisable to purchase one share of the Company’s Common Stock.
Note Purchase AgreementNote Purchase Agreement • January 11th, 2016 • Giggles N' Hugs, Inc. • Retail-eating & drinking places • Utah
This Note Purchase Agreement (this “Agreement”), dated as of December 18, 2015, is entered into by and between Giggles N’ Hugs, Inc., a Nevada corporation (“Company”), and St. George Investments LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 6th, 2018 • Giggles N' Hugs, Inc. • Retail-eating & drinking places • Nevada
THIS WARRANT AGENCY AGREEMENT (this “Agreement”), dated as of _________, 2018, is by and between Giggles N’ Hugs, Inc., a Nevada corporation (the “Company”), and [ ], as the Warrant Agent (the “Warrant Agent”).
8% CONVERTIBLE PROMISSORY NOTE OF GIGGLES N’ HUGS, INC.Giggles N' Hugs, Inc. • September 1st, 2017 • Retail-eating & drinking places • California
This Note is a duly authorized Convertible Promissory Note of Giggles N’ Hugs, Inc. a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company’s 8% Convertible Promissory Note due December 21, 2016 (“Maturity Date”) in the principal amount of $161,250 (the “Note”).
Tel: 212-929-5500 Fax: 212-929-0308 New York London Los Angeles Palo Alto WashingtonGiggles N' Hugs, Inc. • February 6th, 2018 • Retail-eating & drinking places • New York
This is to confirm our agreement (the “Agreement”) that effective as of the date hereof MacKenzie Partners, Inc. (“MacKenzie Partners”) has been engaged by Giggles N’ Hugs (the “Client”) for Information Agent services in connection with its proposed subscription rights offering (the “Assignment”). MacKenzie will perform customary services for the Client as information agent, including: providing strategic advice regarding the overall subscription rights offer campaign; reviewing the subscription rights offer materials; reserving and placing any advertisement (as needed) to publicize the rights offer; coordination with the financial printer on the printing, delivery and distribution of the subscription rights offer materials, providing feedback and analysis on the progress of the rights offer; recommending and reviewing various strategies throughout the campaign;providing information to shareholders regarding the subscription rights offering and, providing such other services as may be
ContractGiggles N' Hugs, Inc. • February 6th, 2018 • Retail-eating & drinking places • California
THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.
ContractGiggles N' Hugs, Inc. • September 1st, 2017 • Retail-eating & drinking places • California
THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.
PRIVATE PLACEMENT ENGAGEMENT AGREEMENTPrivate Placement • June 5th, 2013 • Giggles N' Hugs, Inc. • Retail-eating & drinking places • California
This Private Placement Engagement Agreement (the “Agreement”) shall serve to set forth the terms and conditions by which WestPark Capital, Inc. (“WestPark”) will provide financial advisory and other professional services to Giggles N Hugs, Inc., its subsidiaries and/or affiliates (the “Company”). WestPark will act as the Company’s Exclusive Placement Agent and assist it in a private offering of its securities (the “Offering”) on a “best-efforts” basis pursuant to the terms and conditions as set forth herein.
ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 23, 2010 BY AND AMONG GIGGLES ‘N’ HUGS, INC. (Giggles ‘N’ Hugs), a Nevada corporation, GIGGLES ‘N’ HUGS SUB CO, a Nevada corporation AND GNH, INC. (GNH), a Nevada corporationAgreement and Plan of Merger • September 24th, 2010 • Giggles N' Hugs, Inc. • Retail-miscellaneous retail • Nevada
This Agreement and Plan of Merger (this “Agreement”), dated as of September 23, 2010, is by and among Giggles ‘N’ Hugs, Inc., a Nevada corporation (“Giggles ‘N’ Hugs”), Giggles ‘N’ Hugs Sub Co, a Nevada corporation and wholly owned subsidiary of Giggles ‘N’ Hugs (“Giggles ‘N’ Hugs Sub Co”) and GNH Inc., a Nevada corporation (“GNH”), Giggles ‘N’ Hugs Sub Co and GNH being the constituent entities in the Merger.
AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13DAgreement Concerning Joint • March 13th, 2012 • Giggles N' Hugs, Inc. • Retail-eating & drinking places
PROMISSORY NOTEGiggles N' Hugs, Inc. • January 11th, 2016 • Retail-eating & drinking places • Utah
FOR VALUE RECEIVED, Giggles N’ Hugs, Inc., a Nevada corporation (“Borrower”), promises to pay in lawful money of the United States of America to the order of St. George Investments LLC, a Utah limited liability company, or its successors or assigns (“Lender”), the principal sum of $265,000.00, together with all other amounts due under this Promissory Note (this “Note”). This Note is issued pursuant to that certain Note Purchase Agreement of even date herewith between Borrower and Lender (the “Purchase Agreement”).
ContractGiggles N' Hugs, Inc. • February 6th, 2018 • Retail-eating & drinking places • California
THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.
ADDENDUM NO. 3 TO ACQUISITION AGREEMENT AND PLAN OF MERGER BY AND AMONG GIGGLES N HUGS, INC., GIGGLES N HUGS SUB CO., AND GNH, INC.Acquisition Agreement and Plan of Merger • December 30th, 2011 • Giggles N' Hugs, Inc. • Retail-miscellaneous retail
THIS ADDENDUM NO. 3 TO ACQUISITION AGREEMENT AND PLAN OF MERGER (“Addendum No. 3”) is made and entered into effective this 30th day of December, 2011, by and among GIGGLES N HUGS, INC., a Nevada Corporation (“Giggles N Hugs”), GIGGLES N HUGS SUB CO, a Nevada Corporation and wholly owned subsidiary of Giggles N Hugs (“Giggles N’ Hugs Sub Co”) and GNH, INC., a Nevada Corporation (“GNH”).
RE: Agreement Between Giggles n Hugs and Teacher’s Pet, Inc.Giggles N' Hugs, Inc. • August 30th, 2010 • Retail-miscellaneous retail
This Letter of Intent will confirm the intent of the parties with respect to the proposed agreement (the “Agreement”) between Teacher’s Pet, Inc. (“TPET”) and Giggles N Hugs, LLC, (“GNH”), in reference to our discussions regarding the Licensing Rights for specified locations of Giggles N Hugs restaurant facilities and the concurrent Management Agreement. On terms and conditions mutually acceptable to TPET, and GNH, the Agreement will be structured as a License whereby TPET will issue shares of its common stock in exchange for a License to operate as a Giggles N Hugs restaurant and entertainment facility, with a concurrent Management Agreement between TPET and GNH. The objective of our discussion has been the execution and consummation, as soon as feasible, a formal definitive Agreement (together with all other definitive documents pertaining thereto, collectively the "Agreement") between TPET and GNH which, among other things, would provide for the various matters set forth below.
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • June 23rd, 2016 • Giggles N' Hugs, Inc. • Retail-eating & drinking places • California
This Strategic Alliance Agreement (this “Agreement”) is made and entered into as of May 17, 2016, (the “Effective Date”) by and between Giggles N’ Hugs, Inc., a Nevada corporation (the “Company”), and Kiddo, Inc., a Florida corporation, Inc., (“Consultant”).
BRAND AMBASSADOR AGREEMENTBrand Ambassador Agreement • January 9th, 2018 • Giggles N' Hugs, Inc. • Retail-eating & drinking places • California
This Agreement is entered into as of February 28, 2017 (the “Effective Date”), by and between, on the one hand, Giggles n’ Hugs, Inc. (“Company”) and, on the other hand, Firelight, LLC fso Jillian Michaels and G-Money, LLC, f/s/o of Giancarlo Chersich (jointly and severally referred to as “Consultant”) with respect to the services of Consultant as described herein.
