COMMON STOCK PURCHASE WARRANT stryve foods, inc.Stryve Foods, Inc. • April 21st, 2023 • Food and kindred products • 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 July 19, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Stryve Foods, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 11th, 2022 • Stryve Foods, Inc. • Food and kindred products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 6, 2022, between Stryve Foods, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 2022 • Stryve Foods, Inc. • Food and kindred products
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 6, 2022, between Stryve Foods, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2019 • Andina Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 28th day of January, 2019, by and among Andina Acquisitions Corp. III, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • January 31st, 2019 • Andina Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of January 28, 2019 (the “Effective Date”) is between Andina Acquisition Corp. III, a Cayman Islands exempted company, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • January 31st, 2019 • Andina Acquisition Corp. III • Blank checks • New York
Agreement made as of January 28, 2019 between Andina Acquisition Corp. III, a Cayman Islands exempted company, with offices at Calle 113 # 7-45 Torre B, Oficina 1012, Bogotá, Colombia (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Right Agent”).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • June 30th, 2023 • Stryve Foods, Inc. • Food and kindred products • New York
Stryve Foods, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “Manager”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 31st, 2019 • Andina Acquisition Corp. III • Blank checks • New York
This Agreement is made as of January 28, 2019 by and between Andina Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
10,000,000 Units ANDINA ACQUISITION CORP. III UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2019 • Andina Acquisition Corp. III • Blank checks • New York
The Public Shares, the Public Rights and the Public Warrants included in the Firm Units and any Optional Units will not be separately tradable until the 52nd day after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and issuing a press release announcing when such separate trading will begin. Each Public Right entitles its holder to receive one-tenth (1/10) of one Ordinary Share upon consummation of an initial Business Combination (as defined below); provided that no fractional Ordinary Shares shall be issued in respect of the Public Rights. Each Public Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share
SUBSCRIPTION AGREEMENTSubscription Agreement • February 3rd, 2021 • Andina Acquisition Corp. III • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Andina Acquisition Corp III, a Cayman Islands exempted company (together with its successors, including after it redomiciles as and becomes a Delaware corporation, the “Company”), and Stryve Foods, LLC, a Texas limited liability company (“Target”), pursuant to that certain Business Combination Agreement, dated as of January 28, 2021 (as it may be amended, the “Transaction Agreement”), by and among, the Company, Target, Stryve Foods Holdings, LLC, a Texas limited liability company (“Stryve Foods”), and certain other parties named therein, the Company is seeking commitments to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 5th, 2019 • Andina Acquisition Corp. III • Blank checks • New York
This Agreement is made as of January 28, 2019 by and between Andina Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTForm of Non-Competition and Non-Solicitation Agreement • February 3rd, 2021 • Andina Acquisition Corp. III • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of January 28, 2021, by [_______________________] (the “Subject Party”) in favor of and for the benefit of Andina Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), the “Purchaser”), Stryve Foods, LLC, a Texas limited liability company (together with its successors, the “Company”), and each of the Purchaser’s and/or the Company’s respective present and future Affiliates (other than the Seller (as defined below) or the Subject Party), successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 31st, 2021 • Andina Acquisition Corp. III • Blank checks • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) shall be effective as of the date of the Closing (the “Effective Date”), and is by and between Alex Hawkins, an individual whose principal address is 7130 Walling Lane Dallas, Texas 75231 (the “Executive”), and Stryve Foods, LLC a Texas limited liability company (the “Company”). Upon the Closing of (as such term is defined therein) that certain Business Combination Agreement (the “BCA”), dated as of January 28, 2021, by and among Andina Acquisition Corp. III, a Cayman Islands exempted company, Andina Holdings LLC, a Delaware limited liability company, B. Luke Weil, in the capacity as the representative for certain shareholders of the purchaser, the Company, Stryve Foods Holdings, LLC, a Texas limited liability company, and R. Alex Hawkins, in the capacity as the representative for the members of the seller (the “Closing”), this Agreement shall be assigned to Stryve Foods, Inc., a Delaware corporation, and all references to the Comp
PROMISSORY NOTEStryve Foods, Inc. • July 26th, 2021 • Food and kindred products • Texas
This Promissory Note (“Note”) is executed with that certain Security Agreement (the “Security Agreement”) of even date herewith made by STRYVE FOODS, LLC, a Texas limited liability company, THEODORE CASEY, an individual, JOSEPH ALAN OBLAS, an individual, and GABRIEL CARIMI, an individual, jointly and severally (collectively, the “Borrower”), for the benefit of ORIGIN BANK, a Louisiana State Bank (“Lender”), encumbering certain assets described in the Security Agreement (the “Collateral”). Exhibit 1 attached hereto and incorporated herein by this reference sets forth certain defined terms used in this Note. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for them in the Security Agreement.
INDEMNIFICATIOn AGREEMENTIndemnification Agreement • July 26th, 2021 • Stryve Foods, Inc. • Food and kindred products • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”), effective as of the effective date set forth above, is by and between Stryve Foods, Inc., a Delaware corporation (“Company”), and the director and/or officer of the Company identified above (“Executive”). Certain defined terms used in this Agreement are set forth in Paragraph 15.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ANDINA HOLDINGS, LLC DATED AS OF July 20, 2021Limited Liability Company Agreement • July 26th, 2021 • Stryve Foods, Inc. • Food and kindred products • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of Andina Holdings, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of July 20, 2021, by and among the Company, Stryve Foods, Inc., a Delaware corporation formerly known as Andina Acquisition Corp. III (“PubCo”), in its capacity as the initial Managing Member, and each Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
LOAN AGREEMENTLoan Agreement • July 26th, 2021 • Stryve Foods, Inc. • Food and kindred products • Texas
This Loan Agreement dated as of May __, 2019, is (the “Agreement”) between ORIGIN BANK, a Louisiana State Bank (the “Lender”) and STRYVE FOODS, LLC, a Texas limited liability company (the “Borrower”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2021 • Andina Acquisition Corp. III • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 28, 2021 by and between (i) Andina Acquisition Corp III, a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), the “Purchaser”), and (ii) Stryve Foods Holdings, LLC, a Texas limited liability company (the “Holder”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • December 31st, 2018 • Andina Acquisition Corp. III • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of _____, 2018 (“Agreement”), by and among ANDINA ACQUISITION CORP. III, a Cayman Islands exempted company (“Company”), the shareholders of the Company listed on Exhibit A hereto (collectively the “Holders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
REVENUE LOAN AND SECURITY AGREEMENTRevenue Loan and Security Agreement • September 30th, 2022 • Stryve Foods, Inc. • Food and kindred products
THIS REVENUE LOAN AND SECURITY AGREEMENT (as amended from time to time, this “Agreement”) is made as of September 28, 2022 (the “Effective Date”), by and among:
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2021 • Stryve Foods, Inc. • Food and kindred products
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of July 19, 2021, and shall be effective as of the Closing (defined below), by and among, (i) Andina Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and (ii) each of the undersigned parties listed under Investors on the signature page hereto (each an “Investor” and collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement.
ContractConvertible Bridge Note • April 9th, 2024 • Stryve Foods, Inc. • Food and kindred products • Delaware
THIS CONVERTIBLE BRIDGE NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED OR DISPOSED OF EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR ANY SUCH STATE LAWS OR UNLESS THE BORROWER HAS RECEIVED AN OPINION OF COUNSEL, OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER, THAT SUCH REGISTRATION IS NOT REQUIRED.
Amendment to Share Escrow AgreementShare Escrow Agreement • February 3rd, 2021 • Andina Acquisition Corp. III • Blank checks
THIS AMENDMENT TO SHARE ESCROW AGREEMENT (this “Amendment”) is made and entered into as of January 28, 2021, by and among (i) Andina Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including without limitation after the Conversion (as defined below), the “Company”), (ii) the shareholders of the Company listed on the signature page hereto (the “Holders”) and (iii) Continental Stock Transfer & Trust Company, a New York corporation, as escrow agent (“Escrow Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Share Escrow Agreement (as defined below).
COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022Cowen and Company • January 4th, 2019 • Andina Acquisition Corp. III • Blank checks • New York
TAX RECEIVABLES AGREEMENTTax Receivables Agreement • July 26th, 2021 • Stryve Foods, Inc. • Food and kindred products • Delaware
This TAX RECEIVABLES AGREEMENT (this “Agreement”), dated as of July 20, 2021, is hereby entered into by and among Stryve Foods Holdings, LLC, a Texas limited liability company (“Seller”), Stryve Foods, Inc., a Delaware corporation and successor in interest Andina Acquisition Corporation III (“Purchaser”) and Andina Holdings LLC, a Delaware limited liability company (“Holdings”).
LEASE AGREEMENT by and between OK BILTONG FACILITY, LLC as Landlord and STRYVE FOODS, LLC as Tenant Made as of June 4, 2021Lease Agreement • July 26th, 2021 • Stryve Foods, Inc. • Food and kindred products
THIS LEASE AGREEMENT (this “Lease”) is made as of June 4, 2021 (the “Effective Date”), by and between OK BILTONG FACILITY, LLC, a Texas limited liability company (“Landlord”), whose address is 1 Abbey Woods Lane, Dallas, TX 75248 and STRYVE FOODS, LLC, a Texas limited liability company (“Tenant”), whose address is 5801 Tennyson Pkwy Suite 275, Plano, TX 75204. Capitalized terms not defined herein shall have the meanings set forth in Article I below.
SECURITY AGREEMENTSecurity Agreement • July 26th, 2021 • Stryve Foods, Inc. • Food and kindred products • Texas
This SECURITY AGREEMENT dated as of June 23, 2020, is executed by STRYVE FOODS, LLC, a Texas limited liability company, (“Pledgor”), whose address is 6900 North Dallas Parkway, Suite 360, Plano, Texas 75024, for the benefit of ORIGIN BANK, a Louisiana State Bank (“Lender”), as lender, whose address is 3201 Dallas Parkway, Suite 630, Frisco, Texas 75034, Attention: Chris Hamilton.
SHARE ESCROW AGREEMENTShare Escrow Agreement • January 31st, 2019 • Andina Acquisition Corp. III • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of January 28, 2019 (“Agreement”), by and among ANDINA ACQUISITION CORP. III, a Cayman Islands exempted company (“Company”), the shareholders of the Company listed on Exhibit A hereto (collectively the “Holders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
INVOICE PURCHASE AND SECURITY AGREEMENTInvoice Purchase and Security Agreement • September 30th, 2022 • Stryve Foods, Inc. • Food and kindred products
THIS INVOICE PURCHASE AND SECURITY AGREEMENT (“Agreement”) is made on this 28th day of September 2022 between Stryve Foods, LLC dba Stryve Biltong, Vacadillos, Stryve Foods Company, B. Real Foods, a Texas limited liability company, Braaitime LLC, a Texas limited liability company, Biltong Acquisition Company, LLC dba Biltong USA, a Texas limited liability company, and Kalahari Snacks, LLC, a Texas limited liability company (collectively, together herein referred to as the “Sellers”) and Alterna Capital Solutions LLC, a Florida limited liability company (“Purchaser”).
LOCK-UP AGREEMENTLock-Up Agreement • February 3rd, 2021 • Andina Acquisition Corp. III • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of January 28, 2021 by and among (i) Andina Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), the “Purchaser”), (ii) B. Luke Weil, in the capacity under the Business Combination Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) Stryve Foods Holdings, LLC, a Texas limited liability company (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
EXCHANGE AGREEMENTExchange Agreement • July 26th, 2021 • Stryve Foods, Inc. • Food and kindred products • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of July 20, 2021, among Andina Acquisition Corp. III, a Delaware corporation (“Andina”), Andina Holdings, LLC, a Delaware limited liability company (“Holdings”), Stryve Foods Holdings, LLC, a Texas limited liability company (“Seller”), and the holders of a set of Class B Units and Class V Common Stock (as defined herein) from time to time party hereto. Unless the context otherwise requires, terms used in this Agreement that are capitalized and not otherwise defined in context have the meanings set forth or cross-referenced in Article I.
Andina Acquisition Corp. III Calle 113 # 7-45 Torre B Oficina 1012 Bogotá, ColombiaUnderwriting Agreement • December 31st, 2018 • Andina Acquisition Corp. III • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Andina Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Cowen and Company, LLC as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one right to receive one-tenth of an Ordinary Share (each, a “Right”) and one warrant, each exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
Andina Acquisition Corp. III 250 West 57th Street, Suite 415 New York, NY 10107Andina Acquisition Corp. III • February 3rd, 2021 • Blank checks
Reference is hereby made to that certain Business Combination Agreement, dated on or about the date hereof (as amended, the “Business Combination Agreement”), by and among Andina Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, the “Purchaser”), Andina Holdings LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Purchaser, B. Luke Weil, in the capacity as the Purchaser Representative thereunder, Stryve Foods Holdings LLC, a Texas limited liability company (the “Seller”), Stryve Foods LLC, a Texas limited liability company and a wholly-owned subsidiary of the Seller, and R. Alex Hawkins, in the capacity as the Seller Representative thereunder. Any capitalized terms used but not defined in this letter agreement (this “Agreement”) will have the meanings ascribed thereto in the Business Combination Agreement.
SECOND AMENDMENT TO INVOICE PURCHASE AND SECURITY AGREEMENTInvoice Purchase and Security Agreement • April 1st, 2024 • Stryve Foods, Inc. • Food and kindred products
This amendment to the Invoice Purchase and Security Agreement (“Second Amendment”) is made and entered into this 26thday of March 2024 (the “Second Amendment Date”), by and among Stryve Foods, LLC dba Stryve Biltong, Vacadillos, Stryve Foods Company, B. Real Foods, a Texas limited liability company, Braaitime LLC, a Texas limited liability company, Biltong Acquisition Company, LLC dba Biltong USA, a Texas limited liability company, and Kalahari Snacks, LLC, a Texas limited liability company (collectively, together herein referred to as the "Sellers" ) and Alterna Capital Solutions, LLC (“Purchaser”).
PURCHASE AND SALE AGREEMENT BETWEEN STRYVE FOODS, LLC, AS SELLER AND OK BILTONG FACILITY, LLC, AS PURCHASER DATED May 26, 2021 PURCHASE AND SALE AGREEMENT Stryve Foods Building; Madill, OklahomaPurchase and Sale Agreement • July 26th, 2021 • Stryve Foods, Inc. • Food and kindred products
NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants and agreements set forth herein, as well as the sums to be paid by Purchaser to Seller, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Purchaser and Seller agree as follows:
