SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2017 • Soupman, Inc. • Retail-nonstore retailers • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 11, 2017, by and between Soupman, Inc., a Delaware corporation, with headquarters located at 1110 South Avenue, Suite 100, Staten Island, NY 10314 (the “Company”), and LABRYS FUND, LP, a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2016 • Soupman, Inc. • Retail-nonstore retailers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2016, between Soupman, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2017 • Soupman, Inc. • Retail-nonstore retailers • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 14, 2017, by and between SOUPMAN, INC., a Delaware corporation, with its address at 1110 South Avenue, Suite 100, Staten Island, New York 10314 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE APRIL 21, 2017Convertible Security Agreement • February 23rd, 2017 • Soupman, Inc. • Retail-nonstore retailers • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of Soupman, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 1110 South Avenue, Suite 100, Staten Island, New York 10314, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due April 21, 2017 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • August 2nd, 2016 • Soupman, Inc. • Retail-nonstore retailers • New York
This SECURITY AGREEMENT, dated as of July 26, 2016 (this “Agreement”), is among Soupman, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries , the “ Guarantors ” and together with the Company , the “Debtors”) and the holders of the Company’s 8% Senior Secured Original Issue Discount Convertible Debentures due April 1, 2018, in the original aggregate principal amount of $3,360,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
ContractWarrant Agreement • November 14th, 2013 • Soupman, Inc. • Retail-nonstore retailers • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.
KIOSK CONCEPTS, INC. MASTER FRANCHISE AGREEMENTMaster Franchise Agreement • August 14th, 2015 • Soupman, Inc. • Retail-nonstore retailers • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 28th, 2013 • Soupman, Inc. • Retail-nonstore retailers
THIS AGREEMENT made as of the 1st day of September 2010 by and between The Original Soupman, Inc. (herein called ("COMPANY"), a company incorporated under the laws of the State of Delaware and having its principal place of business at 1110 South Ave., Suite 100, Staten Island, NY 10314 and MR. ROBERT BERTRAND, an individual residing at 14 Haviland Street, Norwalk, CT 06854 (herein called "EXECUTIVE").
SUBORDINATION AGREEMENTSubordination Agreement • August 2nd, 2016 • Soupman, Inc. • Retail-nonstore retailers
The undersigned lender (“Creditor”) (a) is a creditor of Soupman, Inc., (the “Company” and together with its subsidiaries, the “Borrowers”)), and (b) has entered into a Settlement Agreement with the Company, dated as of October 9, 2015 (the “Settlement Agreement”), with respect to which Settlement Agreement the Company is in default. Creditor desires that Hillair Capital Investment LP (“Senior Lender”) extend and continue to extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lenders may deem proper, and continue to extend such financial accommodations to the Borrowers (“Senior Loans”); provided that the maximum aggregate principal amount of Senior Loans subject to this letter agreement shall be $8 million. For the purpose of inducing Senior Lenders to extend credit to the Borrowers and, at any time or from time to time, at Senior Lender’s option, to make such further loans, extensions of credit, or other accommodations to or for the account
May 25, 2017 Mr. Jamie Karson Chief Executive Officer The Original Soupman Staten Island, NY 10314Engagement Agreement • June 16th, 2017 • Soupman, Inc. • Retail-nonstore retailers • New York
This letter agreement is entered into by, between, and among Michael Wyse, Managing Partner of Wyse Advisors LLC (“WALLC” or “Wyse”), The Original Soupman, referred to herein as the “Company”, and confirms and sets forth the terms and conditions of the engagement (the “Engagement”) of WALLC by the Company, including the scope of the services to be performed and the basis of compensation for those services. Upon execution of this letter by each of the parties hereto, this letter will constitute an agreement by, between, and among WALLC and the Company, (the “Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2013 • Soupman, Inc. • Retail-nonstore retailers • New York
AGREEMENT made as of April 22, 2013, by and between SoupMan, Inc. , a Delaware corporation having its principal office at 1110- South Ave., Suite 100, Staten Island, NY 10314 (hereinafter referred to as the "Company"), and Lloyd Sugarman, currently residing at 115A —Pratt Street, Providence, Rhode Island (hereinafter referred to as "Executive").
SETTLEMENT AGREEMENTSettlement Agreement • November 20th, 2015 • Soupman, Inc. • Retail-nonstore retailers • New York
THIS SETTLEMENT AGREEMENT (this “Agreement”), between Penny Fern Hart, an individual residing at 200 East End Avenue, Apt. 12 APE, NY, NY 10128 (“Hart”), and Soupman, Inc., a Delaware corporation with its principal address at 1110 South Avenue, Suite 100, Staten Island, New York 10134 (“Soupman”), is dated and entered into as of October 9, 2015. Hart and Soupman each may be referred to herein as a “Party” and together, as the “Parties”.
June 13, 2012Board Member Agreement • June 15th, 2012 • Soupman, Inc. • Retail-nonstore retailers
December 31, 2015 Jamieson Karson C/O Soupman, Inc.Employment Agreement • January 5th, 2016 • Soupman, Inc. • Retail-nonstore retailers
AMENDED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 12th, 2017 • Soupman, Inc. • Retail-nonstore retailers • New York
This Amended Asset Purchase Agreement (this “Agreement”) is made as of September 6, 2017, by and among The Original Soupman, Inc. a Delaware corporation, Soupman Inc., a Delaware corporation and Kiosk Concepts, Inc., a Delaware corporation (collectively, the “Debtors” or the “Sellers”), and Gallant Brands, Inc., a Delaware corporation (“Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 1.1.
EMPLOYMENT AGREEMENTEmployment Agreement • July 2nd, 2015 • Soupman, Inc. • Retail-nonstore retailers
-Spearheading the search for a new CEO, however, in the interim, you may be called upon to perform the duties typically associated with an interim chief executive officer
ENDORSEMENT AGREEMENTEndorsement Agreement • August 12th, 2011 • Soupman, Inc. • Retail-nonstore retailers • Nevada
AGREEMENTAgreement • April 19th, 2011 • Soupman, Inc. • Retail-nonstore retailers • New York
Separation Agreement and General ReleaseSeparation Agreement and General Release • March 29th, 2016 • Soupman, Inc. • Retail-nonstore retailers • New York
This Separation Agreement and General Release (the “Agreement”) confirms the termination of your employment with Soupman, Inc. (“Soupman” or the “Company”) and your resignation from its Board of Directors as of March 22, 2016 (the “Effective Date”).
AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • December 20th, 2010 • Passport Arts Inc. • Retail-nonstore retailers
THIS AGREEMENT AND PLAN OF REORGANIZATION is dated December 16, 2010 (this “Agreement”), and is between The OriginalSoupman, Inc., a Delaware corporation (“OSM”), OSM Merge, Inc., a Delaware corporation and wholly owned subsidiary of Passport Arts, Inc. (“Merger Sub”), and Passport Arts, Inc., a Nevada corporation (“PPOR”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 28th, 2013 • Soupman, Inc. • Retail-nonstore retailers
THIS AGREEMENT made as of the 1St day of September 2010 by and between The Original Soupman, Inc. (herein called ("COMPANY"), a company incorporated under the lows of the State o\f Delaware and having its principal place of business at 1110 South Ave. Suite 100, Staten Island, NY 10314 and MR. ARNOLD CASALE, an individual residing at 185 Carlton Ave. Staten Island, NY 10312 (herein called "EXECUTIVE").
AGREEMENTForbearance Agreement • August 6th, 2012 • Soupman, Inc. • Retail-nonstore retailers
Agreement (this “Agreement”), made this 1st day of August, 2012, by and among The Original Soupman, Inc., a Delaware corporation (“TOSI”), Soupman, Inc., a Delaware corporation (“Soupman”), International Gourmet Soups Inc., a Delaware corporation (“International”), Kiosk Concepts, Inc., a New York corporation (“Kiosk”), and Penny Fern Hart (“Lender”).
TRANSFER AGREEMENTSecurities Agreement • April 14th, 2010 • Passport Arts Inc. • Retail-nonstore retailers • Quebec
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties covenant and agree as follows:
ADDITIONAL ISSUANCE AGREEMENTAdditional Issuance Agreement • February 23rd, 2017 • Soupman, Inc. • Retail-nonstore retailers
This Additional Issuance Agreement (this “Agreement”), dated as of February 21, 2017, is made pursuant to that certain Securities Purchase Agreement, dated as of July 26, 2016 (the “Purchase Agreement”), as amended, by and between Soupman, Inc., (the “Company”) and Hillair Capital Investments L.P. (the “Purchaser”) for the purchase of the Company’s Senior Secured Original Issue Discount Convertible Debenture Due April 21, 2017 (the “Additional Debenture”). Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.
KEEPWELL AGREEMENTKeepwell Agreement • May 25th, 2011 • Soupman, Inc. • Retail-nonstore retailers • New York
AGREEMENT, dated as of May 20, 2011 (this “Agreement”), by SOUPMAN, INC., a Delaware corporation (“Soupman”), in favor of PENNY FERN HART (“Lender”).
Amendment to Contract dated April 27, 2004, between IGS , KIOSK, AND AY,Amendment to Contract • April 19th, 2011 • Soupman, Inc. • Retail-nonstore retailers
Notwithstanding any language to the contrary in the Contract between the Parties, the Parties now hereby agree as follows:
THIS GUARANTY IS SECURED BY THE GRANT BY EACH UNDERSIGNED GUARANTOR OF A SECURITY INTEREST IN ALL OF THE ASSETS OF SUCH UNDERSIGNED GUARANTOR FOR THE BENEFIT OF LENDER (AS EACH TERM IS HEREINAFTER DEFINED). SECURED GUARANTYSecured Guaranty • May 25th, 2011 • Soupman, Inc. • Retail-nonstore retailers • New York
SECURED GUARANTY (this “Guaranty”), dated as of May 20, 2011, by THE ORIGINAL SOUPMAN, INC., a Delaware corporation (“TOSI”); INTERNATIONAL GOURMET SOUPS INC., a Delaware corporation (“International”); in favor of PENNY FERN HART (“Lender”).
FORBEARANCE AGREEMENTForbearance Agreement • May 25th, 2011 • Soupman, Inc. • Retail-nonstore retailers
FORBEARANCE AGREEMENT, dated as of May 20, 2011 (the “Effective Date”), by and among THE ORIGINAL SOUPMAN, INC., a Delaware corporation (“TOSI”); SOUPMAN, INC., a Delaware corporation (“Soupman”); INTERNATIONAL GOURMET SOUPS INC., a Delaware corporation (“International”); and PENNY FERN HART (“Lender”).
