REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2016 • Xfit Brands, Inc. • Sporting & athletic goods, nec • Nevada
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of August 12, 2016 (the “Execution Date”), is entered into by XFit Brands, Inc., a Nevada corporation with its principal executive office at 25731 Commercentre Drive, Lake Forest, CA 92630 (the “Company”), and GHS Investments, LLC, a Nevada Limited Liability Company with offices at 200 Stonehinge Lane, Suite 3, Carle Place, NY 11514 (the “Investor”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • January 9th, 2015 • Xfit Brands, Inc. • Sporting & athletic goods, nec • California
THIS EQUITY PURCHASE AGREEMENT (this “AGREEMENT”) is entered into as of the 17th day of December, 2014 (“EXECUTION DATE”), by and between KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company (“INVESTOR”), and XFIT BRANDS, INC., a Nevada corporation (the “COMPANY”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2015 • Xfit Brands, Inc. • Sporting & athletic goods, nec • California
This Registration Rights Agreement (“Agreement”), dated December 17, 2014, is made by and between XFIT BRANDS, INC., a Nevada corporation (“Company”), and KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company (the “Investor”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 5th, 2017 • Xfit Brands, Inc. • Sporting & athletic goods, nec • New York
This NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of September 21, 2017, by and between XFit Brands, Inc., a Nevada corporation, with headquarters located at 25731 Commercentre Drive, Lake Forest, CA 92630 (the “Company”), and the person whose name is provided on the signature page hereof (the “Buyer”).
INVESTMENT AGREEMENTInvestment Agreement • August 17th, 2016 • Xfit Brands, Inc. • Sporting & athletic goods, nec • Nevada
This INVESTMENT AGREEMENT (the “Agreement”), dated as of August 12, 2016 (the “Execution Date”), is entered into by and between XFit Brands, Inc., a Nevada corporation with its principal executive office at 25731 Commercentre Drive, Lake Forest, CA 92630(the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 200 Stonehinge Lane, Suite 3, Carle Place, NY 11514 (the “Investor”).
Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC. NOTE PURCHASE AGREEMENT Dated as of June 10, 2014 Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC.Note Purchase Agreement • November 26th, 2014 • Xfit Brands, Inc. • New York
PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio c/o Pacific Investment Management Company LLC 840 Newport Center Drive Newport Beach, California 92660
ContractStock Purchase Agreement • September 30th, 2015 • Xfit Brands, Inc. • Sporting & athletic goods, nec • California
THIS STOCK PURCHASE AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
JOINDER AGREEMENTJoinder Agreement • November 26th, 2014 • Xfit Brands, Inc. • New York
Reference is hereby made to (i) that certain note purchase agreement (the “Purchase Agreement”) dated June 10, 2014 among Throwdown Industries Holdings, LLC, a Delaware limited liability company (“Holdings”), Throwdown Industries, LLC, a Delaware limited liability company (“TD LLC”), and Throwdown Industries, Inc., a California corporation (“TDI” and, together with Holdings and TD LLC, the “Original Obligors”), and PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio, a separate investment portfolio of PIMCO Funds, a Massachusetts business trust (the “Purchaser”) relating to the issuance and sale to the Purchaser of $2,500,000 aggregate principal amount of 14.00% Senior Secured Fixed Rate Notes due 2017 (the “Notes”) and (ii) that certain Pledge and Security Agreement (the “Pledge and Security Agreement”) dated as of June 10, 2014 relating to the grant of certain collateral pledged by the Original Obligors to secure certain obligations under the Purchase Agreement.
XFIT BRANDS, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 30th, 2015 • Xfit Brands, Inc. • Sporting & athletic goods, nec • California
This Stock Purchase Agreement (“Agreement”) is made as of June 26, 2015, but is only effective as of the date of acceptance of the “Purchaser Signature Page” by and between XFit Brands, Inc., a Nevada corporation (the “Company”) and Yayu General Machinery Co., LTD (the “Purchaser”).
ASSUMPTION AGREEMENT, dated as of November 26, 2014, made by XFit Brands, Inc., a Nevada corporation (“Additional Grantor”), in favor of PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio, a separate investment portfolio of...Assumption Agreement • November 26th, 2014 • Xfit Brands, Inc. • New York
WHEREAS, reference is made to that certain Note Purchase Agreement, dated as of June 10, 2014 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among each Obligor (as defined therein) and the Secured Party;
PATENT SECURITY AGREEMENTPatent Security Agreement • December 20th, 2016 • Xfit Brands, Inc. • Sporting & athletic goods, nec • New York
This PATENT SECURITY AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Patent Security Agreement”), dated as of December 16, 2016, is made by XFIT BRANDS, INC., a Nevada corporation (the “Grantor”), in favor of PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO, a separate investment portfolio of PIMCO FUNDS, a Massachusetts business trust (the “Secured Party”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • November 26th, 2014 • Xfit Brands, Inc. • New York
This TRADEMARK SECURITY AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Trademark Security Agreement”), dated as of June 12, 2014, by Throwdown Industries Holdings, LLC, a Delaware limited liability company (“Holdings”), Throwdown Industries, LLC, a Delaware limited liability company (“TD LLC”), and Throwdown Industries, INC., a California corporation (“TDI” and, together with Holdings and TD LLC, each, a “Grantor” and, collectively, the “Grantors”), in favor of PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO, a separate investment portfolio of PIMCO FUNDS, a Massachusetts business trust, as Secured Party.
Contribution and Exchange AgreementContribution and Exchange Agreement • November 26th, 2014 • Xfit Brands, Inc. • Nevada
This Contribution and Exchange Agreement (this “Agreement”), is entered into as of September 26, 2014, by and among TD Legacy, LLC, a Florida limited liability company (“TD Legacy”), XFit Brands, Inc., a Nevada corporation (“XFit”), and Throwdown Industries Holdings, LLC, a Delaware limited liability company (“TIH”). The above parties are referred to collectively herein as the “Parties” and individually as a “Party”.
XFIT BRANDS, INC. PREFERRED STOCK PURCHASE AGREEMENT Dated as of February 1, 2018 XFIT BRANDS, INC. PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • February 7th, 2018 • Xfit Brands, Inc. • Sporting & athletic goods, nec • New York
PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio c/o Pacific Investment Management Company LLC 650 Newport Center Drive Newport Beach, California 92660
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • December 20th, 2016 • Xfit Brands, Inc. • Sporting & athletic goods, nec • New York
This TRADEMARK SECURITY AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Trademark Security Agreement”), dated as of December 16, 2016, is made by XFIT BRANDS, INC., a Nevada corporation (the “Grantor”), in favor of PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO, a separate investment portfolio of PIMCO FUNDS, a Massachusetts business trust (the “Secured Party”).
This agreement is made between:Agreement • October 19th, 2016 • Xfit Brands, Inc. • Sporting & athletic goods, nec • California
Whereas the Corporation has determined to employ James Bateman as President - Sports and member of the Board of Directors of the Corporation effective as of the Employment Commencement Date (as defined below), reporting to the Chief Executive Officer of the Corporation; and
ASSIGNMENT, ASSUMPTION, AND RELEASEAssignment, Assumption, and Release • November 26th, 2014 • Xfit Brands, Inc. • New York
This ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (this “Assignment”), dated as of November 26, 2014, is by and among THROWDOWN INDUSTRIES HOLDINGS, LLC, a Delaware limited liability company, as assignor (the “Assignor”), XFIT BRANDS, INC., a Nevada corporation, as assignee (the “Assignee”) and PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO, A SEPARATE INVESTMENT PORTFOLIO OF PIMCO FUNDS, a Massachusetts business trust (the “Holder”). Capitalized terms used herein and not defined herein shall have the meanings set forth in the Warrant.
LEASE AGREEMENTLease Agreement • September 30th, 2015 • Xfit Brands, Inc. • Sporting & athletic goods, nec
Premises: That portion of the Building, containing approximately 25,788 rentable square feet, as determined by Landlord, as shown on Exhibit A and more commonly known as 25731 Commercentre Drive, Lake Forest, California 92630.
EXCLUSIVE DISTRIBUTION AND LICENSE AGREEMENTExclusive Distribution and License Agreement • November 26th, 2014 • Xfit Brands, Inc. • California
This Exclusive Distribution and License Agreement (“Agreement”) is made effective this 10th day of April 2014 (“Effective Date”) by and between Throwdown Industries Holdings, LLC, a Delaware limited liability company and its affiliates and or assigns (collectively the "Throwdown") and Partner Business Importação e Exportação LTDA, a corporation formed in Brazil ("Licensee"). Corporation and Licensee are individually referred to as “Party” and collectively as the “Parties”.
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of December 16, 2016 between THROWDOWN INDUSTRIES HOLDINGS, LLC THROWDOWN INDUSTRIES, LLC THROWDOWN INDUSTRIES, INC. XFIT BRANDS, INC. and PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO...Amended And • December 20th, 2016 • Xfit Brands, Inc. • Sporting & athletic goods, nec • New York
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of December 16, 2016 (this “Agreement”), between each of the undersigned (the “Grantors”) and PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio, a separate investment portfolio of PIMCO Funds, a Massachusetts business trust (the “Secured Party”).
AMENDMENTAmendment Agreement • March 29th, 2017 • Xfit Brands, Inc. • Sporting & athletic goods, nec
THIS AMENDMENT AGREEMENT (“Amendment”) is dated as of March 20, 2017, to the Investment Agreement (the “Investment Agreement”) dated as of August 12, 2016 by and between XFit Brands, Inc., a Nevada corporation with its principal executive office at 25731 Commercentre Drive, Lake Forest, CA 92630 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 200 Stonehinge Lane, Suite 3, Carle Place, NY 11514 (the “Investor”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Investment Agreement.
WAIVER AGREEMENTWaiver Agreement • March 16th, 2017 • Xfit Brands, Inc. • Sporting & athletic goods, nec
David E. Vautrin, of the City of Aliso Viejo, California (hereafter referred to as the “Executive”). Corporation and Executive are individually referred to as a “Party” and collectively as the “Parties”.
ASSET PURCHASE AGREEMENT BETWEEN XFIT BRANDS, INC. AND ENVIRONMENTAL TURF SERVICES, LLC October 10, 2016 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 19th, 2016 • Xfit Brands, Inc. • Sporting & athletic goods, nec • California
THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:
Securities Purchase AgreementSecurities Purchase Agreement • May 10th, 2016 • Xfit Brands, Inc. • Sporting & athletic goods, nec • California
This Securities Purchase Agreement (this “Agreement”), dated as of May 3, 2016, is entered into by and between XFIT BRANDS Inc., a Nevada corporation (“Company”), and KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company, its successors and/or assigns (“Investor”).
Asset Purchase AgreementAsset Purchase Agreement • May 14th, 2015 • Xfit Brands, Inc. • Sporting & athletic goods, nec • California
This Asset Purchase Agreement (“Agreement”) is made this 26th day of February 2015 (“Effective Date”) by and between XFit Brands, Inc., a Nevada corporation and its subsidiaries and or assigns (collectively the “Company”), and Dennis Dumas of 3754 Reflections Drive, Pleasanton, CA 94566 (“Dumas”). The Company and Dumas are individually referred to as a “Party” and collectively as the “Parties”.
PLEDGE AND SECURITY AGREEMENT dated as of June 12, 2014 between THROWDOWN INDUSTRIES HOLDINGS, LLC THROWDOWN INDUSTRIES, LLC THROWDOWN INDUSTRIES, INC. and PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO, as Secured PartyPledge and Security Agreement • November 26th, 2014 • Xfit Brands, Inc. • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of June 12, 2014 (this “Agreement”), between each of the undersigned (the “Grantors”) and PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio, a separate investment portfolio of PIMCO Funds, a Massachusetts business trust (the “Secured Party”).
