SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2021 • Better Choice Co Inc. • Beverages • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 19, 2021, between Better Choice Company Inc., a Delaware 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 • February 16th, 2021 • Better Choice Co Inc. • Beverages
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT BETTER CHOICE COMPANY INC.Better Choice Co Inc. • February 16th, 2021 • 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 January , 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Better Choice Company Inc., a Delaware 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).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Sport Endurance, Inc. • March 14th, 2018 • Bottled & canned soft drinks & carbonated waters • New York
THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE duly authorized and validly issued on March ___, 2018 (the “Original Issue Date”) by SPORT ENDURANCE, INC., a Nevada corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2017 • Sport Endurance, Inc. • Bottled & canned soft drinks & carbonated waters • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of November 17, 2017 (the “Effective Date”), by and among Sport Endurance, Inc., a Nevada corporation (the “Company”), and *************** (the “Purchaser”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • October 28th, 2019 • Better Choice Co Inc. • Beverages • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [●], 2019, by and between Better Choice Company Inc., a Delaware corporation (the “Company”), and [name of indemnitee],[ a member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.
137535145 4817-7856-9701\8 Execuction Version UNDERWRITING AGREEMENT 8,000,000 Shares Better Choice Company Inc. Common Stock UNDERWRITING AGREEMENT June 29, 2021 D.A. DAVIDSON & CO. As representative of the several Underwriters named in Schedule I...Underwriting Agreement • July 1st, 2021 • Better Choice Co Inc. • Beverages
COMMON STOCK PURCHASE WARRANTSport Endurance, Inc. • December 13th, 2018 • Bottled & canned soft drinks & carbonated waters
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 the close of business on the two (2) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sport Endurance, Inc., a Nevada corporation (the “Company”), up to _______ shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2018 • Sport Endurance, Inc. • Bottled & canned soft drinks & carbonated waters • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December ___, 2018, between Sport Endurance, 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”).
SECURITY AGREEMENTSecurity Agreement • November 20th, 2017 • Sport Endurance, Inc. • Bottled & canned soft drinks & carbonated waters • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 17, 2017 (the “Effective Date”), by and among Sport Endurance, Inc., a Nevada corporation (“SENZ”), ***********(together with its successors and assigns in such capacity, the “Secured Party”), and any other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto. SENZ, together with each other Person who executes the joinder, are hereinafter referred to individually as a “Debtor” and, collectively, as the “Debtors”.
EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2019 • Sport Endurance, Inc. • Bottled & canned soft drinks & carbonated waters • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of February 1, 2019 (the “Effective Date”), between Sport Endurance, Inc., a Nevada corporation (the “Company”), and David Lelong (the “Executive”).
COMMERCIAL SECURITY AGREEMENTSecurity Agreement • July 21st, 2020 • Better Choice Co Inc. • Beverages • Delaware
THIS COMMERCIAL SECURITY AGREEMENT dated July 15, 2020, is made and executed between Better Choice Company Inc.; Trupet LLC; Halo, Purely For Pets, Inc.; and Bona Vida, Inc. ("Grantor") and Citizens Business Bank ("Lender").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2019 • Better Choice Co Inc. • Beverages • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of December 12, 2018 by and among Sport Endurance, Inc., a Nevada corporation (the “Company”), and_____________(the “Investor”).
COMMON STOCK PURCHASE WARRANT BETTER CHOICE COMPANY INC.Better Choice Co Inc. • October 2nd, 2020 • Beverages
THIS COMMON STOCK PURCHASE WARRANT (this “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 October 1, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BETTER CHOICE COMPANY 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2019 • Better Choice Co Inc. • Beverages • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ● ], 2019 by and among Better Choice Company Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Subscription Agreements, dated April 25, 2019, by and among the Company and the Investors identified on the signature pages thereto (the “Subscription Agreements”). Capitalized terms used herein have the respective meanings ascribed thereto in the Subscription Agreements unless otherwise defined herein.
COMMON STOCK PURCHASE WARRANT BETTER CHOICE COMPANY INC.Better Choice Co Inc. • June 25th, 2020 • Beverages • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth herein, at any time for a period ending on the earlier of (i) 84 months from the date of the consummation of an underwritten public offering or other uplist transaction through which the Company lists its Common Stock on the New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market or another national securities exchange in the United States or Canada or (ii) June 30, 2030 (the earlier of such dates is hereinafter referred to as the “Expiration Date”), but not thereafter, to subscribe for and purchase from Better Choice Company Inc., a Delaware corporation (the “Company”), up to ___________ shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”). The purchase price of one share of Common Stock under thi
EMPLOYMENT AGREEMENT OF SHARLA COOKEmployment Agreement • March 30th, 2021 • Better Choice Co Inc. • Beverages • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into, effective as of the eighth day of October, 2020 (the “Effective Date”) by and between Better Choice Company, Inc., a Delaware corporation (together with any of its subsidiaries and affiliates as may employ the Executive from time to time, the “Company”), and Sharla Cook, an individual (the “Executive”). The Company and the Executive are referred to jointly herein as the “Parties,” and individually as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2019 • Better Choice Co Inc. • Beverages • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [ ˜ ], 2019, by and between Better Choice Company Inc., a Delaware corporation (the “Company”), and [name of indemnitee], [a member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2018 • Sport Endurance, Inc. • Bottled & canned soft drinks & carbonated waters • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of March ___, 2018 (the “Effective Date”), by and among Sport Endurance, Inc., a Nevada corporation (the “Company”), and the purchaser listed on the signature page (the “Purchaser”, and together with its assigns the “Purchasers”).
COMMON STOCK PURCHASE WARRANT BETTER CHOICE COMPANY INC.Better Choice Co Inc. • November 15th, 2019 • Beverages • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth herein, at any time for a period of 24 months from the date of the consummation of an underwritten public offering or other uplist transaction through which the Company lists its Common Stock on the New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market or another national securities exchange (“IPO”) (the “Expiration Date”), but not thereafter, to subscribe for and purchase from Better Choice Company Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (“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(f).
GUARANTYGuaranty • March 14th, 2018 • Sport Endurance, Inc. • Bottled & canned soft drinks & carbonated waters • Illinois
This GUARANTY, dated as of March 12, 2018 (this “Guaranty”), is made by Sports Endurance, Inc., a Nevada corporation (the “Guarantor”), in favor of _________ (together with its permitted assigns, the “Secured Party”), party to that certain Note Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, among Yield Endurance, Inc., a New Jersey corporation (the “Company”) and the Secured Party.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2019 • Better Choice Co Inc. • Beverages • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 6, 2019 (the “Execution Date”) by and among Better Choice Company Inc., a Delaware corporation (the “Company”), and the undersigned (the “Investor”).
Execution Version Error! Unknown document property name. THIS ISSUANCE OF THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, ASSIGNED, PLEDGED...Better Choice Co Inc. • September 26th, 2023 • Beverages • New York
COMMON STOCK PURCHASE WARRANTSport Endurance, Inc. • March 14th, 2018 • Bottled & canned soft drinks & carbonated waters
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________, or its registered 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 “Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sport Endurance, Inc., a Nevada corporation (the “Company”), up to 1,554,405 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).
ContractBetter Choice Co Inc. • June 25th, 2020 • Beverages • New York
THIS NOTE IS SUBORDINATED TO ANY PRESENT OR FUTURE INDEBTEDNESS OWING FROM THE COMPANY UNDER THAT LOAN FACILITIES LETTER AGREEMENT DATED DECEMBER 19, 2019 AMONG THE COMPANY, BRIDGING FINANCE INC. (THE “SENIOR AGENT”) AND THE LENDERS PARTY THERETO, AND MAY BE ENFORCED ONLY IN ACCORDANCE WITH THAT CERTAIN SUBORDINATION AGREEMENT DATED DECEMBER 19, 2019 AMONG THE COMPANY, INVESTOR AND THE SENIOR AGENT.
AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 26th, 2019 • Better Choice Co Inc. • Beverages • Delaware
THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 18, 2019 is made by and among Better Choice Company Inc., a Delaware corporation. (“Purchaser”), Halo, Purely For Pets, Inc., a Delaware corporation (the “Company”), the Sellers (as defined herein) and, in its capacity as Sellers’ Representative in accordance with the terms of this Agreement, HH-Halo LP, a Delaware limited partnership. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Article 1.
REVOLVING NOTEBetter Choice Co Inc. • August 17th, 2021 • Beverages
FOR VALUE RECEIVED, the undersigned, Halo, Purely for Pets, Inc., a Delaware corporation (“Borrower”), promises to pay to the order of Old Plank Trail Community Bank, N.A., a national banking association (“Lender”), on or before the Revolving Loan Termination Date, the principal sum of Seven Million Five Hundred Thousand and no/100 Dollars ($7,500,000.00), or such lesser principal sum as Lender may have advanced to Borrower pursuant to Section 2.1(A) of that certain Loan and Security Agreement dated as of January 6, 2021, as amended by that certain First Amendment to Loan and Security Agreement of even date herewith (the “First Amendment”), each by and between Lender and Borrower (as further amended, renewed or restated from time to time, the “Loan Agreement”; capitalized terms used but not otherwise defined herein are used herein as defined in the Loan Agreement), together with interest thereon from the date hereof at the rate set forth in Section 2.3(A)(1) of the Loan Agreement. The
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2020 • Better Choice Co Inc. • Beverages • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 24, 2020 by and among Better Choice Company Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Subscription Agreement, dated June 24, 2020, by and among the Company and the Investors identified on the signature pages thereto (the “Subscription Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Subscription Agreement unless otherwise defined herein.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 28th, 2019 • Better Choice Co Inc. • Beverages • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 28, 2019 (the “Execution Date”), by and among Sport Endurance, Inc., a Nevada corporation which is in the process of reincorporating as Better Choice Company Inc., a Delaware corporation (“BCC”), BCC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of BCC (“Merger Sub”), and Bona Vida, Inc., a Delaware corporation (“Bona Vida”). Each of BCC, Merger Sub and Bona Vida shall be known individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2019 • Better Choice Co Inc. • Beverages • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of __________, 2019 by and among Better Choice Company Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Subscription Agreements, dated __________, 2019, by and among the Company and the Investors identified on the signature pages thereto (the “Subscription Agreements”). Capitalized terms used herein have the respective meanings ascribed thereto in the Subscription Agreements unless otherwise defined herein.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • October 28th, 2019 • Better Choice Co Inc. • Beverages • Delaware
THIS SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of February 2, 2019 by and among Sport Endurance, Inc., a Nevada corporation which is in the process of reincorporating as Better Choice Company Inc., a Delaware corporation (“BCC”), Trupet LLC, a Delaware limited liability company (“Trupet”), and the holders of the Membership Interests of Trupet whose names are set forth on the signature pages hereto other than BCC (each, a “Trupet Member,” and collectively, the “Trupet Members”). Each of BCC, Trupet and the Trupet Members shall be known individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2020 • Better Choice Co Inc. • Beverages • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 19, 2019 by and among Werner von Pein (the “Executive”), Halo, Purely For Pets, Inc. (together with any of its subsidiaries and affiliates as may employ the Executive from time to time, the “Company”) and Better Choice Company, Inc. (the “Parent”).
COMMON STOCK PURCHASE WARRANTSport Endurance, Inc. • March 14th, 2018 • Bottled & canned soft drinks & carbonated waters
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 “Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sport Endurance, Inc., a Nevada corporation (the “Company”), up to twenty five million (25,000,000) 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).
SEPARATION AND RETIREMENT AGREEMENTSeparation and Retirement Agreement • January 5th, 2021 • Better Choice Co Inc. • Beverages • Delaware
This SEPARATION AND RETIREMENT AGREEMENT (this “Agreement”) presented and dated as of December 28, 2020, by and between Werner von Pein (“Executive”) and Better Choice Company, Inc. and its affiliates and subsidiaries, (collectively, the “Company”). Executive and Company are singularly referred to herein as a “Party” and collectively as the “Parties.”
LOAN AGREEMENTLoan Agreement • October 28th, 2019 • Better Choice Co Inc. • Beverages
THIS LOAN AGREEMENT (this “Agreement”) is made and entered into by and between BETTER CHOICE COMPANY INC., a Delaware corporation (“Borrower”), and FRANKLIN SYNERGY BANK, a Tennessee banking corporation (“Lender”), as of this 6th day of May, 2019 (the “Closing Date”).
