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.
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”).
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.
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”).
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 • October 28th, 2019 • Better Choice Co Inc. • Beverages • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 6, 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.
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 • October 28th, 2019 • Better Choice Co Inc. • Beverages • Delaware
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”).
GUARANTY AGREEMENTGuaranty Agreement • October 28th, 2019 • Better Choice Co Inc. • Beverages • Tennessee
ENTERED INTO by BONA VIDA, INC., a Delaware corporation (“Guarantor”), in favor of FRANKLIN SYNERGY BANK, a Tennessee banking corporation, its successors and assigns (“Lender”) this 8th day of April, 2019.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 28th, 2019 • Better Choice Co Inc. • Beverages
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of May 3, 2019 (the “Effective Date”), is by and among Better Choice Company, Inc. a Delaware corporation (formerly Sport Endurance, Inc., a Nevada corporation) (“BCC”) and Bona Vida, Inc., a Delaware corporation (“Bona Vida”).
REVOLVING LINE OF CREDIT PROMISSORY NOTEBetter Choice Co Inc. • October 28th, 2019 • Beverages • Delaware
FOR VALUE RECEIVED, BETTER CHOICE COMPANY INC., a Delaware corporation (“Borrower”), promises and agrees to pay to the order of FRANKLIN SYNERGY BANK, a Tennessee banking corporation, its successors, assigns or any subsequent holder of this Promissory Note (“Lender”) at its offices in Nashville, Tennessee, or at such other place as may be designated in writing by Lender, in lawful money of the United States of America in immediately available funds, the principal sum of SIX MILLION TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($6,200,000.00), or so much thereof as may be advanced from time to time, together with interest thereon and other amounts due as provided below. This Note shall mature on the earlier of (a) ___________, 2020, or (b) the date on which the principal amount of this Note has been declared or automatically has become due and payable (whether by acceleration or otherwise) (the “Maturity Date”).
SECURITY AGREEMENTSecurity Agreement • October 28th, 2019 • Better Choice Co Inc. • Beverages • Tennessee
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT OF BETTER CHOICE COMPANY INC.Registration Rights Agreement • October 28th, 2019 • Better Choice Co Inc. • Beverages • New York
THIS FIRST AMENDMENT to the Registration Rights Agreement (this “Amendment”), dated as of June 10, 2019, is entered into by and among Better Choice Company Inc., a Delaware corporation (the “Company”) and the stockholders of the Company who have executed signature pages hereto (collectively, the “Stockholders” and, together with the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Rights Agreement (as defined below).
STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • October 28th, 2019 • Better Choice Co Inc. • Beverages • Delaware
Better Choice Company, Inc., a Delaware corporation (the “Company”), pursuant to its 2019 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Holder”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
AMENDMENT TO SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • October 28th, 2019 • Better Choice Co Inc. • Beverages
THIS AMENDMENT TO SECURITIES EXCHANGE AGREEMENT (this “Amendment”), dated as of May 6, 2019 (the “Effective Date”), is by and among Better Choice Company, Inc. a Delaware corporation (“BCC”) and Trupet LLC, a Delaware limited liability company (“Trupet”).
