Functional Brands Inc. Sample Contracts
SERIES B COMMON STOCK PURCHASE WARRANT FUNCTIONAL BRANDS INC.Common Stock Purchase Warrant • February 13th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products
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 or times on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Functional Brands Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.00001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
FUNCTIONAL BRANDS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • New York
Functional Brands Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 1,500,000 units (the “Units”), with each Unit consisting of: (i) one share of the Company’s common stock, par value $0.00001 per share ( the “Shares”), (ii) one Series A purchase warrant (the “Series A Warrant”) to purchase one share of Common Stock (the “Series A Warrant Shares”) and (iii) one Series B purchase warrant (the “Series B Warrant” and together with the Series A Warrant and the Representative’s Warrants (as defined below), the “Warrants”) to purchase one share of Common Stock (the “Series B Warrant Shares” and together with the Series A Warrant Shares and the shares underlying the Representative’s Warrants, the “Warrant Shares”). Such Units are hereinafter collectively called the “Firm Securities.”
UNDERWRITER COMMON STOCK PURCHASE WARRANT FUNCTIONAL BRANDS INC.Underwriter Common Stock Purchase Agreement • February 12th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products
THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Joseph Gunnar & Co., LLC, 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 [ ], 2025 (the “Initial Exercise Date”) until 5:00 p.m. (New York City time) on the date that is five years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from FUNCTIONAL BRANDS 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). This Warrant is issued pursuant to that certain Underwriting Agreement, by and between the Company and Joseph Gunnar & Co., LLC, dated as of [ ], 2025 (the “Underwriting Agreement”).
ASSIGNMENT OF INTANGIBLE ASSETSAssignment of Intellectual Property • January 28th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products
THIS ASSIGNMENT OF INTELLECTUAL PROPERTY (this “Assignment”) is entered into as of July 11, 2019 by and between Kirkman Group, Inc., a Nevada corporation (“Kirkman Group”), Kirkman Laboratories, Inc., an Oregon corporation (“Kirkman Laboratories”), Kirkman Group International, Inc., a Nevada corporation (“Kirkman Group International”, collectively with Kirkman Group and Kirkman Laboratories, “Assignors”, and each individually, an “Assignor”), and HTO Nevada Inc. a Delaware corporation (the “Assignee”). Except as otherwise defined herein, capitalized terms used in this Agreement shall have the meaning ascribed to them in the Asset Purchase Agreement, dated June 28, 2019 (the “Purchase Agreement”) by and among, the Assignors, the Assignee and certain other parties named therein.
EIGHTH AMENDED FORBEARANCE AGREEMENTForbearance Agreement • September 4th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • Oregon
This Amended Forbearance Agreement (“Agreement”), effective as of August 27, 2025, is made by and among HTO Nevada Inc. (“HTO Nevada”),Functional Brands Inc., (“Functional Brands”), aka HT Naturals, Inc., a Delaware Corporation, (“Functional Brands”), jointly and severally (“Purchaser”) and Kirkman Laboratories, Inc. (“Kirkman Lab”), Kirkman Group International, Inc. (“Kirkman International” and together with Kirkman Lab referred to as the “Kirkman Parties”), Kirkman Group, Inc. (“Kirkman Group” and together with the Kirkman Parties referred to as “Sellers”), and David K. Humphrey (“Humphrey”) and collectively with Purchaser and the Sellers as the “Parties” or individually as a “Party”).
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • January 28th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products
FOURTH AMENDED FORBEARANCE AGREEMENT (updated September 23, 2024)Forbearance Agreement • January 28th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • Oregon
This Fourth Amended Forbearance Agreement (“Agreement”), updated as of September 23, 2024, is made by and among HTO Nevada Inc. (“Purchaser”), HTO Holdings Inc. (“HTO Holdings”), Kirkman Laboratories, Inc. (“Kirkman Lab”), Kirkman Group International, Inc. (“Kirkman International” and together with Kirkman Lab referred to as the “Kirkman Parties”), Kirkman Group, Inc. (“Kirkman Group” and together with the Kirkman Parties referred to as “Sellers”), and David K. Humphrey (“Humphrey” and collectively with Purchaser, HTO Holdings, and the Sellers as the “Parties” or individually as a “Party”).
DOMAIN NAMES TRANSFER AGREEMENTDomain Name Transfer Agreement • January 28th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products
THIS DOMAIN NAME TRANSFER AGREEMENT (“Agreement”), is entered into as of July 11, 2019 (“Effective Date”) by and between Kirkman Group, Inc., a Nevada corporation (“Kirkman Group”), Kirkman Laboratories, Inc., an Oregon corporation (“Kirkman Laboratories”), Kirkman Group International, Inc., a Nevada corporation (“Kirkman Group International”, collectively with Kirkman Group and Kirkman Laboratories, “Assignors”, and each individually, an “Assignor”), and HTO Nevada Inc., a Delaware corporation (“Assignee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 28th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • Delaware
This Assignment and Assumption of Lease (“Agreement”) is entered into as of the ____ day of June, 2019 by and among Kirkman Group, Inc., a Nevada corporation (“Assignor”), HTO Nevada Inc., a Delaware corporation (“Assignee”), and [ ], an [ ] limited liability company (“Landlord”).
AGREEMENTDistribution Agreement • January 28th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • Delaware
WHEREAS, HEMPTOWN has the right to appoint buyers to sell licensed food products in the TERRITORY (as that term is defined in Article 1.1 below); and
AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 28th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • Delaware
This AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT (this “Second Amendment”) is made and entered into as of May 16, 2022 by and among HTO Nevada Inc., HTO Holdings Inc., Kirkman Group, Inc., Kirkman Laboratories, Inc., Kirkman Group International, Inc., each of the Persons listed as an Owner on Schedule A to the Asset Purchase Agreement and David K. Humphrey as Sellers’ and Owners’ Agent (collectively as the “Parties” or individually as a “Party”). Capitalized terms used but not defined herein shall have the meanings set forth in the Asset Purchase Agreement, as amended hereby.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 28th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • California
HTO HOLDINGS INC., a company duly incorporated under the laws of Delaware having its principal offices at 8605 Santa Monica Blvd, West Hollywood, CA 90069, United States
AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 28th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products
This AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of November 30, 2021 by and among HTO Nevada Inc., HTO Holdings Inc., Kirkman Group, Inc., Kirkman Laboratories, Inc., Kirkman Group International, Inc., each of the Persons listed as an Owner on Schedule A to the Asset Purchase Agreement and David K. Humphrey as Sellers’ and Owners’ Agent (collectively as the “Parties” or individually as a “Party”). Capitalized terms used but not defined herein shall have the meanings set forth in the Asset Purchase Agreement, as amended hereby.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 12th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of July 22, 2025 by and among Functional Brands Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, an “Initial Purchaser” and, including their respective successors and permitted assigns, a “Purchaser”).
WARRANTY BILL OF SALEWarranty Bill of Sale • January 28th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products
THIS WARRANTY BILL OF SALE (this “Bill of Sale”) is made and entered into this 11th day of July, 2019 by and among Kirkman Group, Inc., a Nevada corporation (“Kirkman Group”), Kirkman Laboratories, Inc., an Oregon corporation (“Kirkman Laboratories”), Kirkman Group International, Inc., a Nevada corporation (“Kirkman Group International”, collectively with Kirkman Group and Kirkman Laboratories, “Sellers”, and each individually, a “Seller”), HTO Nevada Inc., a Delaware corporation (“Purchaser”), and David K. Humphrey as Sellers’ Agent (the “Sellers’ Agent”).
SIXTH AMENDED FORBEARANCE AGREEMENTForbearance Agreement • May 30th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • Oregon
This Sixth Amended Forbearance Agreement (“Agreement”), effective as of May 1, 2025, is made by and among HTO Nevada Inc. (“HTO Nevada “), HTO Holdings Inc. (“HTO Holdings”), and Functional Brands Inc., (“Functional Brands”), fka HT Naturals, Inc., a Delaware Corporation, (“Functional Brands”), jointly and severally (“Purchaser”) and Kirkman Laboratories, Inc. (“Kirkman Lab”), Kirkman Group International, Inc. (“Kirkman International” and together with Kirkman Lab referred to as the “Kirkman Parties”), Kirkman Group, Inc. (“Kirkman Group” and together with the Kirkman Parties referred to as “Sellers”), and David K. Humphrey (“Humphrey”) and collectively with Purchaser and the Sellers as the “Parties” or individually as a “Party”).
NINTH AMENDED FORBEARANCE AGREEMENTForbearance Agreement • October 2nd, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • Oregon
This Amended Forbearance Agreement (“Agreement”), effective as of September 30, 2025, is made by and among HTO Nevada Inc. (“HTO Nevada “), HTO Holdings Inc. (“HTO Holdings”), and Functional Brands Inc., (“Functional Brands”), aka HT Naturals, Inc., a Delaware Corporation, (“Functional Brands”), jointly and severally (“Purchaser”) and Kirkman Laboratories, Inc. (“Kirkman Lab”), Kirkman Group International, Inc. (“Kirkman International” and together with Kirkman Lab referred to as the “Kirkman Parties”), Kirkman Group, Inc. (“Kirkman Group” and together with the Kirkman Parties referred to as “Sellers”), and David K. Humphrey (“Humphrey”) and collectively with Purchaser and the Sellers as the “Parties” or individually as a “Party”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 19th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • Delaware
This AMENDMENT NO.1, dated September [__], 2025 (this Amendment”), TO THE SECURITIES PURCHASE AGREEMENT, dated as of July 22, 2025 (the “Purchase Agreement”), by and between FUNCTIONAL BRANDS INC., a Delaware corporation (the “Company”), and each of the purchasers under the Purchase Agreement identified on the signature pages hereto (each, an “Investor” and together, the “Investors”).
July 22, 2025 Functional Brands Inc. 6400 SW Rosewood Street Lake Oswego, Oregon 97035 Attn: Eric Gripentrog, Chief Executive Officer Ladies and Gentlemen:Placement Agent Agreement • September 4th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • New York
This letter (the “Agreement”) constitutes the agreement between Joseph Gunnar & Co., LLC (“Joseph Gunnar” or the “Placement Agent”) and Functional Brands Inc., a Delaware corporation (the “Company”), that Joseph Gunnar shall serve as the exclusive placement agent for the Company, on a “commercially reasonable efforts” basis, in connection with the proposed placement (the “Placement”) of the Company’s Series A Convertible Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”) and Series B Preferred Stock, par value $0.00001 per share (the “Series B Preferred Stock,” and collectively with the Series A Preferred Stock, the “Preferred Stock”). The terms of the Placement shall be mutually agreed upon by the Company, Joseph Gunnar and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Joseph Gunnar would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue an
TRADEMARK ASSIGNMENT AGREEMENTTrademark Assignment Agreement • August 17th, 2023 • Functional Brands Inc. • Medicinal chemicals & botanical products
This Trademark Assignment Agreement (the “Agreement”) is made and delivered as of July 11, 2019, by and among Kirkman Group, Inc., a Nevada corporation (“Kirkman Group”), Kirkman Laboratories, Inc., an Oregon corporation (“Kirkman Laboratories”), Kirkman Group International, Inc., a Nevada corporation (“Kirkman Group International”, collectively with Kirkman Group and Kirkman Laboratories, “Assignors”, and each individually, an “Assignor”) and HTO Nevada Inc., a Delaware corporation (“Assignee”). All capitalized terms used herein but not otherwise defined shall have the meanings given them in the Purchase Agreement (as defined below).
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • January 28th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products
WHEREAS TPB and Licensee entered into a License Agreement dated as of July 7, 2021 with Contract # HEM2021-001 is hereby Amended on August 16, 2023 with effect from July 7, 2021 (the “Agreement”);
FIRST AMENDED FORBEARANCE AGREEMENTForbearance Agreement • January 28th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • Oregon
This Amended Forbearance Agreement (“Agreement”), dated as of December , 2022, is made by and among HTO Nevada Inc. (“Purchaser”), HTO Holdings Inc. (“HTO Holdings”), Kirkman Laboratories, Inc. (“Kirkman Lab”), Kirkman Group International, Inc. (“Kirkman International” and together with Kirkman Lab referred to as the “Kirkman Parties”), Kirkman Group, Inc. (“Kirkman Group” and together with the Kirkman Parties referred to as “Sellers”), Hemptown Organics Corp. (“Hemptown Organics”), Hemptown USA, LLC (“Hemptown USA”), and David K. Humphrey (“Humphrey” and collectively with Purchaser, HTO Holdings, Hemptown Organics, Hemptown USA, and the Sellers as the “Parties” or individually as a “Party”).
EMPLOYMENT AGREEMENT - CFOEmployment Agreement • January 28th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • California
HTO HOLDINGS INC., a company duly incorporated under the laws of Delaware having its principal offices at 8605 Santa Monica Blvd, West Hollywood, CA 90069, United States
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 4th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is dated and made effective as of the 1st day of March 2025 (the “Effective Date”)
ESCROW AGREEMENTEscrow Agreement • September 4th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • Minnesota
THIS ESCROW AGREEMENT is made and entered into as of the 6th day of August 2025, by and among Functional Brands Inc., a Delaware corporation (the “Company”), Joseph Gunnar & Co, LLC, a Delaware limited liability company (“Joseph Gunnar”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Escrow Agent”).
AMENDMENT TO PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTPlacement Agent Common Stock Purchase Warrant • September 4th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products
This AMENDMENT TO PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of August 21, 2025, by and between Functional Brands Inc., a Delaware Corporation (the “Company”), and Joseph Gunnar & Co., LLC, a Delaware limited liability company (the “Holder”).
OUTSIDE THE BOX CAPITAL INC. Oakville ON L6H 4V4 CanadaMarketing Services Agreement • August 12th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products • Ontario
Outside The Box Capital Inc. (“Outside The Box Capital”) is pleased to provide marketing and distribution services to Functional Brands (the “Company”), as more fully described in this letter agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages Outside The Box Capital to provide such services.
TRADEMARK ASSIGNMENT AGREEMENTTrademark Assignment Agreement • January 28th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products
This Trademark Assignment Agreement (the “Agreement”) is made and delivered as of July 11, 2019, by and among Kirkman Group, Inc., a Nevada corporation (“Kirkman Group”), Kirkman Laboratories, Inc., an Oregon corporation (“Kirkman Laboratories”), Kirkman Group International, Inc., a Nevada corporation (“Kirkman Group International”, collectively with Kirkman Group and Kirkman Laboratories, “Assignors”, and each individually, an “Assignor”) and HTO Nevada Inc., a Delaware corporation (“Assignee”). All capitalized terms used herein but not otherwise defined shall have the meanings given them in the Purchase Agreement (as defined below).
HEMPTOWN USA LICENSING AGREEMENTLicensing Agreement • December 6th, 2024 • Functional Brands Inc. • Medicinal chemicals & botanical products • British Columbia
This LICENSING AGREEMENT (“Agreement”) dated December 10, 2020 is entered into by and between HEMPTOWN ORGANICS CORP., a British Columbia corporation (“Licensor”), and HT Naturals Inc., a Delaware Corporation (“Licensee”). Licensor is engaged in the production and sale of industrial hemp biomass, hemp flower and hemp-derived CBD and CBG isolates and distillates, and finished products (“Material”) and owns intellectual property, including brands and pending trademarks, as well as other intangible assets. Licensee and Licensor are referred to each as a “Party” and collectively as the “Parties.”
FORM LOCK-UP AGREEMENTLock-Up Agreement • August 12th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products
Re: Securities Purchase Agreement, dated as of July 22, 2025 (the “Purchase Agreement”), between Functional Brands Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT FUNCTIONAL BRANDS INC.Placement Agent Common Stock Agreement • August 12th, 2025 • Functional Brands Inc. • Medicinal chemicals & botanical products
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Joseph Gunnar & Co., LLC, 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 [__], 20261 (the “Initial Exercise Date”) until 5:00 p.m. (New York City time) on the date that is five years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from FUNCTIONAL BRANDS INC., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company, par value $0.00001 per share (the “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). This Warrant is issued pursuant to that certain Placement Agent Agreement, by and between the Company and Josep