UNDERWRITING AGREEMENT between OPTI-HARVEST, INC. and WESTPARK CAPITAL, INC., as Representative of the Several Underwriters OPTI-HARVEST, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 31st, 2022 • Opti-Harvest, Inc. • Farm machinery & equipment • New York
The undersigned, Opti-Harvest, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, if any, the “Company”), hereby confirms its agreement (this “Agreement”) with Westpark Capital, Inc. (hereinafter referred to as the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 31st, 2022 • Opti-Harvest, Inc. • Farm machinery & equipment • Delaware
This Indemnification Agreement (the “Agreement”) is made as of ____________, by and between Opti-Harvest, Inc., a Delaware corporation (the “Company”), and ______________ (the “Indemnitee”).
Opti-Harvest, Inc. and Colonial Stock Transfer Company, Inc., as Warrant Agent Warrant Agency Agreement Dated as of [_____], 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 31st, 2022 • Opti-Harvest, Inc. • Farm machinery & equipment • New York
WARRANT AGENCY AGREEMENT, dated as of [____], 2022 (“Agreement”) between Opti-Harvest, Inc., a Delaware corporation (the “Company”), and Colonial Stock Transfer Company, Inc., a corporation organized under the laws of Utah (the “Warrant Agent”).
OPTI-HARVEST, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 31st, 2022 • Opti-Harvest, Inc. • Farm machinery & equipment • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of November 18, 2021, by and among Opti-Harvest, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
OPTI-HARVEST, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2023 • Opti-Harvest, Inc. • Farm machinery & equipment • California
This Employment Agreement (the “Agreement”) is dated as of December 8, 2022 by and between Geoffrey Andersen (“Executive”) and Opti-Harvest, Inc., a Delaware corporation (the “Company”).
OPTI-HARVEST, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • August 31st, 2022 • Opti-Harvest, Inc. • Farm machinery & equipment • Delaware
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of _________________, 2021 (the “Effective Date”), by and among Opti-Harvest, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached hereto as Exhibit A (the “Schedule of Investors”).
VOTING TRUST AGREEMENTVoting Trust Agreement • February 3rd, 2023 • Opti-Harvest, Inc. • Farm machinery & equipment
THIS VOTING TRUST AGREEMENT (the “Agreement”) is made and entered into as of the 23rd day of December, 2022, by and among Opti-Harvest, Inc., a Delaware corporation (the “Company”), Jonathan Destler, Deborah Destler, Destler Family Trust (the “Trust”), Touchstone Holding Company LLC, a California limited liability company (“Touchstone”), and Jeffrey Klausner (the “Trustee”). Jonathan Destler, Deborah Destler, the Trust, and Touchstone shall collectively be referred to herein as the “Shareholder.” For all purposes of this Agreement, any holder of the capital stock of the Company who at any time executes a counterpart of this Agreement shall be deemed to be a Shareholder hereunder beginning on and after the date such holder executes this Agreement or a joinder agreement, in a form satisfactory to the Company.
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2023 • Opti-Harvest, Inc. • Farm machinery & equipment • California
This Amendment No. 3 (this “Amendment”) to that certain Employment Agreement (the “Agreement”) dated December 17, 2018, by and between Opti-harvest, Inc., a Delaware corporation (the “Company”), and Jonathan Destler (“Executive”), is entered into January 12, 2023. The Company and Executive may be collectively referred to herein as the “Parties.”
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2023 • Opti-Harvest, Inc. • Farm machinery & equipment • California
This Amendment No. 2 (this “Amendment”) to that certain Employment Agreement (the “Agreement”) dated December 17, 2018, by and between Opti-harvest, Inc., a Delaware corporation (the “Company”), and Jonathan Destler (“Executive”), is entered into January 1, 2022. The Company and Executive may be collectively referred to herein as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2022 • Opti-Harvest, Inc. • Farm machinery & equipment • California
This Employment Agreement (“Agreement”), effective May 9, 2022, is entered into, by and between STEVE HANDY (“Handy”) an individual, and OPTI-HARVEST, INC. (“Opti-Harvest”) a Delaware Corporation. In connection with and contingent on Handy’s acceptance of continued employment with Opti-Harvest, Opti-Harvest and Handy wish to enter into an Employment Agreement that sets forth the rights and obligations of the parties and that will supersede all prior negotiations, discussions or agreements. This Agreement represents a full recitation of the terms and conditions of Handy’s employment with Opti-Harvest.