CONSULTING AGREEMENTConsulting Agreement • May 11th, 2021 • Aterian, Inc. • Electric housewares & fans • New York
This Consulting Agreement (this “Agreement”) is entered into by and between Aterian Group, Inc. (“Service Recipient”), and Bernie Kropfelder (referred to herein as “Consultant”) dated effective as of May 5, 2021 (the “Effective Date”).
VOTING AND STANDSTILL AGREEMENTVoting and Standstill Agreement • May 11th, 2021 • Aterian, Inc. • Electric housewares & fans • Delaware
This VOTING AND STANDSTILL AGREEMENT (as amended, restated, supplemented or otherwise modified in accordance with Section 9.3, this “Agreement”) is made and entered into effective as of May 5, 2021 by and between Aterian, Inc., a Delaware corporation (the “Company”), and Squatty Potty, LLC, a Delaware limited liability company (the “Stockholder”).
ASSET PURCHASE AGREEMENT among ATERIAN, INC. and TRUWEO, LLC as Purchaser and SQUATTY POTTY, LLC as Seller and EDWARDS SP HOLDINGS, LLC, TEAM LINDSEY, LLC, SLEKT INVESTMENTS, LLC, SACHS CAPITAL FUND II, LLC, SACHS CAPITAL-SQUATTY, LLC AND BEVEL...Asset Purchase Agreement • May 11th, 2021 • Aterian, Inc. • Electric housewares & fans • Delaware
This ASSET PURCHASE AGREEMENT (as may be amended, restated, supplemented or otherwise modified in accordance with Section 8.6, this “Agreement”), dated effective as of May 5, 2021, is among (i) Aterian, Inc., a Delaware corporation (“Parent”), and Truweo, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Acquisition Sub” and together with Parent, “Purchaser”), and (ii) Squatty Potty, LLC, a Delaware limited liability company (“Seller”), and (iii) solely for the purposes of Section 5.7, Section 5.8, Section 5.11, Section 5.13 and Article VII, Edwards SP Holdings, LLC, Team Lindsey, LLC, SLEKT Investments, LLC, Sachs Capital Fund II, LLC, Sachs Capital-Squatty, LLC and Bevel Acquisition II, LLC (collectively, the “Key Owners”).
SHAREHOLDER AGREEMENTShareholder Agreement • May 11th, 2021 • Aterian, Inc. • Electric housewares & fans • Delaware
THIS SHAREHOLDER AGREEMENT (as amended, restated, supplemented or otherwise modified in accordance with Section 10.3, this “Agreement”) is made and entered into as of May 5, 2021 by and between Aterian, Inc., a Delaware corporation (the “Company”), and Ran Nir (the “Stockholder”).
STOCK PURCHASE AGREEMENT among ATERIAN, INC. and TRUWEO, LLC as Purchaser and PHOTO PAPER DIRECT LTD as Company and JOSEF EITAN As Seller and RAN NIR As Beneficial Owner Dated as of May 5, 2021Stock Purchase Agreement • May 11th, 2021 • Aterian, Inc. • Electric housewares & fans • New York
This STOCK PURCHASE AGREEMENT (as it may be amended, restated, supplemented or otherwise modified in accordance with Section 9.06, this “Agreement”), dated as of May 5, 2021, is among (i) Aterian, Inc., a Delaware corporation (“Parent”) and Truweo, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Acquisition Sub,” and together with Parent, “Purchaser”), (ii) Photo Paper Direct Ltd, a private limited company organized under the laws of England and Wales with registered office at Unit 8 Shakespeare Industrial Estate, Shakespeare Street, Watford, England, WD24 5RR, Company number: 04581446 (“Company”), (iii) Josef Eitan (“Owner”) and (iv) Ran Nir (“Beneficial Owner”). Except as otherwise expressly specified, “Seller” refers to each of Owner and Beneficial Owner, separately and collectively.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 11th, 2021 • Aterian, Inc. • Electric housewares & fans • Delaware
This TRANSITION SERVICES AGREEMENT (as amended, restated, supplemented or otherwise modified in accordance with Section 13.05 hereof, this “Agreement”), dated effective as of May 5, 2021 (the “Effective Date”), is made and entered into between Squatty Potty, LLC, a Delaware limited liability company (“Service Provider”), and Truweo, LLC, a Delaware limited liability company (“Acquisition Sub” and, collectively with each of its subsidiaries, “Recipient”) (each of Service Provider and Recipient, a “Party” and, together, the “Parties”). All capitalized terms used herein but not defined in ARTICLE I hereof shall have the meaning assigned to them in the Asset Purchase Agreement (as defined below).
