REPRESENTATIVE’S COMMON STOCK PURCHASE WARRANT SOS HYDRATION INC.SOS Hydration Inc. • April 11th, 2022 • Beverages • New York
THIS REPRESENTATIVE’S 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 [___], 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York time) on [___], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SOS Hydration Inc., a Nevada corporation (the “Company”), up to [______][3] 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).
COMMON STOCK PURCHASE WARRANT SOS HYDRATION INC.Common Stock Purchase Warrant • April 11th, 2022 • SOS Hydration Inc. • Beverages • New York
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 [_____], 2027[1] (the “Termination Date”) but not thereafter, to subscribe for and purchase from SOS Hydration 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s rig
SOS HYDRATION INC. and PACIFIC STOCK TRANSFER CO, as Warrant Agent Warrant Agency Agreement Dated as of [___, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 11th, 2022 • SOS Hydration Inc. • Beverages • California
WARRANT AGENCY AGREEMENT, dated as of [___, 2022 (“Agreement”), between SOS Hydration, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Pacific Stock Transfer Co. (the “Warrant Agent”).
FORM OF] COMMON STOCK PURCHASE WARRANT SOS HYDRATION INC.SOS Hydration Inc. • September 2nd, 2022 • Beverages • New York
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 [_____][1] (the “Termination Date”) but not thereafter, to subscribe for and purchase from SOS Hydration 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to
UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2022 • SOS Hydration Inc. • Beverages • New York
The undersigned, SOS Hydration Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of SOS Hydration Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 11th, 2022 • SOS Hydration Inc. • Beverages • Nevada
This Indemnification Agreement (“Agreement”) is made as of ____________, 2022 by and between SOS Hydration Inc., a Nevada corporation (the “Company”), and ______________ (“Indemnitee”).
ContractSOS Hydration Inc. • April 11th, 2022 • Beverages
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
EMPLOYMENT AGREEMENTEmployment Agreement • December 13th, 2021 • SOS Hydration Inc. • Beverages • Arizona
This EMPLOYMENT AGREEMENT (the “Agreement”) dated May 3, 2021 is by and between SOS Hydration, Inc., a California corporation (the “Company”) and James Mayo (“Executive”).
FORM OF] SECURITY AGREEMENTSecurity Agreement • April 26th, 2023 • SOS Hydration Inc. • Beverages • California
THIS SECURITY AGREEMENT, dated as of June 23, 2021 (this “Agreement”), is made by SOS HYDRATION INC., a California corporation (“Grantor”), in favor of the Lenders set forth on the signature page hereto (each, a “Lender” and collectively the “Lenders”).
LOAN AGREEMENTLoan Agreement • December 13th, 2021 • SOS Hydration Inc. • Beverages • California
LOAN AGREEMENT, dated as of August 17, 2020 between SOS HYDRATION INC., a California corporation, (referred to herein as the "Borrower"), and GEMINI FINANCE CORP., a California corporation (the "Lender").
SECURITY AGREEMENTSecurity Agreement • December 13th, 2021 • SOS Hydration Inc. • Beverages • California
This SECURITY AGREEMENT, dated as of August 17, 2020 (this “Agreement”), is among SOS Hydration Inc. (the “Debtor” or the "Company") and Gemini Finance Corp. (“Secured Party”) as holder of that Promissory Note in the aggregate principal amount not to exceed $700,000 (the “Note”) executed and delivered by the Company pursuant to the Loan Agreement between the parties (the "Loan Agreement”).
SOS Hydration Inc. 2013 Stock Incentive PlanSOS Hydration Inc. • April 11th, 2022 • Beverages • California
CONSULTING AGREEMENTConsulting Agreement • April 11th, 2022 • SOS Hydration Inc. • Beverages • Michigan
THIS CONSULTING AGREEMENT (the "Agreement") dated this 1st day of June 2021 is made between SOS Hydration, Inc., with its principal US offices at 548 Market Street #82331, San Francisco, CA 94104 (“SOS” or the “Client”) and Poppleton Partners LLC, a Delaware Limited Liability Company, with offices at 320 Martin Street, STE 130, Birmingham, Michigan 48009 (the “Consultant”).
AMENDMENT TO DIRECTOR AGREEMENTDirector Agreement • April 11th, 2022 • SOS Hydration Inc. • Beverages
This Amendment to Director Agreement (this “Amendment”) is made and entered into as of February 1, 2021, by and among SOS HYDRATION INC., a California corporation (the “Company”) and MARK WALLER (“Director”). Terms not defined herein shall have the meaning given to them in the Director Agreement.
LEASE AGREEMENTLease Agreement • April 11th, 2022 • SOS Hydration Inc. • Beverages • Colorado
THIS LEASE entered into this First day of March 2021, by and between “Ferg’s Enterprise, LLC” (hereinafter referred to as “Lessor”) and “SOS Hydration, Inc.” (hereinafter referred to as “Lessee”).
INDUSTRIAL SPACE LEASEIndustrial Space Lease • April 11th, 2022 • SOS Hydration Inc. • Beverages
THIS LEASE, dated the 12th day of January 2022 for reference purposes only, is made by and between Pine Valley LLC III a Colorado limited liability company ("Landlord"), and SOS Hydration Inc. ("Tenant"), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the "Effective Date").
ContractSOS Hydration Inc. • April 26th, 2023 • Beverages • Nevada
THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
ContractSOS Hydration Inc. • December 13th, 2021 • Beverages • Delaware
THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
ContractSOS Hydration Inc. • April 26th, 2023 • Beverages • Delaware
THIS WARRANT and the Securities that may be purchased upon the exercise of this warrant have been acquired for INVESTMENT AND NOT FOR DISTRIBUTION AND have NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “Act”). Such securities may not be offered for sale, sold, pledged or hypothecated, or otherwise transferred unless and until registration under the act or an exemption from the registration requirements of the act is available for such offer, sale, pledge, hypothecation, or transfer in the opinion of legal counsel reasonably satisfactory to the company.
FORM OF] SUBSCRIPTION AGREEMENTSubscription Agreement • April 26th, 2023 • SOS Hydration Inc. • Beverages • Delaware
This Subscription Agreement (this “Subscription Agreement”), dated as of June 23, 2021, is entered into among SOS Hydration Inc., a California corporation (the “Company”), and the purchasers listed on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”). Certain definitions used in this Subscription Agreement shall have the meanings given to them in Section 9 below.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 26th, 2023 • SOS Hydration Inc. • Beverages • Nevada
This Subscription Agreement (this “Subscription Agreement”), dated as of December 12, 2022, is entered into by and between SOS Hydration Inc., a Nevada corporation (the “Company”), and JTM LLC (“Purchaser” and collectively, the “Parties”). Certain definitions used in this Subscription Agreement shall have the meanings given to them in Section 9 below.
ContractSOS Hydration Inc. • April 11th, 2022 • Beverages • California
THIS WARRANT AND THE SECURITIES THAT MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTRATION UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE FOR SUCH OFFER, SALE, PLEDGE, HYPOTHECATION, OR TRANSFER IN THE OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE COMPANY.
SAFE CONVERSION AGREEMENTSafe Conversion Agreement • December 13th, 2021 • SOS Hydration Inc. • Beverages
This SAFE Conversion Agreement (this "Agreement") is made and entered into as of by and between SOS HYDRATION INC., a California corporation (the
VOTING TRUST AGREEMENTVoting Trust Agreement • April 11th, 2022 • SOS Hydration Inc. • Beverages • California
This VOTING TRUST AGREEMENT (this "Agreement") made as of ____, among the shareholders of SOS Hydration Inc., a California corporation (the "Company"), whose names are set forth on the signature page hereof (each, a "Shareholder" and, collectively, the "Shareholders" and, in their capacities as holders of voting trust certificates, such persons or their registered assigns are called individually a "Holder" and, collectively, the "Holders") and James Mayo, as voting trust trustee (in such capacity, together with any successor trustee(s), the "Trustee").
FORM OF] Subscription AgreementSubscription Agreement • April 26th, 2023 • SOS Hydration Inc. • Beverages • Nevada
This Subscription Agreement (this “Subscription Agreement”), dated as of December 19, 2022, is entered into by and between SOS Hydration Inc., a Nevada corporation (the “Company”),”) and the purchasers listed on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”) (Purchasers and Parties collectively referred to herein as the “Parties”). Certain definitions used in this Subscription Agreement shall have the meanings given to them in Section 9 below.
ADVISORY AGREEMENTAdvisory Agreement • December 13th, 2021 • SOS Hydration Inc. • Beverages • California
This Agreement (the “Agreement”), effective as of June 1st, 2021, (the “Effective Date”), is made by and between SOS Hydration Inc. herein referred to collectively as (“Company”), and KHBH, LLC (“Advisor”). For the purposes of this Agreement, Company and Advisor may sometimes herein be referred to collectively as the “Parties” or individually as a “Party.”
SOS HYDRATION INC. DIRECTOR AGREEMENTDirector Agreement • April 11th, 2022 • SOS Hydration Inc. • Beverages • California
This Director Agreement (the "Agreement") is entered into as of between SOS HYDRATION INC., a California corporation (the "Company") and Mark Waller ("Director").
FORM OF] AMENDMENT TOSubscription Agreement and Security Agreement • April 26th, 2023 • SOS Hydration Inc. • Beverages
This amendment (the “Amendment”) is dated December [---], 2022 and is entered into by and between SOS Hydration Inc., a Colorado corporation (the “Company”), and [---] (the “Purchaser” and collectively the “Parties”).
SHAREHOLDER LOAN AGREEMENTShareholder Loan Agreement • December 13th, 2021 • SOS Hydration Inc. • Beverages • California
THIS SHAREHOLDER LOAN AGREEMENT (the “Agreement”) is made as of 10/15/2020, with economic effect from 01/01/2014, by and between Thomas Mayo, an individual (the “Lender”) located at 46 ladies mile, remuera 1050, and SOS Hydration Inc., a California corporation, with its principal place of business at 548 Market Street, #82331, San Francisco, CA 94104 (the “Borrower”)
FORM OF] COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • September 2nd, 2022 • SOS Hydration Inc. • Beverages • Nevada
