COMMON STOCK PURCHASE WARRANT BE ACTIVE HOLDINGS INC.Security Agreement • February 20th, 2014 • Be Active Holdings, Inc. • Ice cream & frozen desserts
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 the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Be Active Holdings 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).
SECURED CONVERTIBLE NOTE DUE DECEMBER 31, 2015Convertible Security Agreement • January 7th, 2015 • Be Active Holdings, Inc. • Ice cream & frozen desserts • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Be Active Holdings, Inc., a Delaware corporation, (the “Borrower”), having its principal place of business at 1010 Northern Blvd., Great Neck, NY 11021, due DECEMBER 31, 2015 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
BE ACTIVE HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • Delaware
This Director and Officer Indemnification Agreement, dated as of _______ (this “Agreement”), is made by and between Be Active Holdings, Inc., a Delaware corporation (the “Company”), and _______ (the “Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 7th, 2016 • Be Active Holdings, Inc. • Ice cream & frozen desserts • New York
PLEASE ANSWER ALL QUESTIONS. If the appropriate answer is “None” or “Not Applicable”, so state. Please print or type your answers to all questions. Attach additional sheets if necessary to complete your answers to any item.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _________ 2013, among the undersigned corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION _____________________________________________________ BY AND AMONG BE ACTIVE HOLDINGS, INC. BE ACTIVE ACQUISITION CORP. and BE ACTIVE BRANDS, INC. Dated as of January 9, 2013 AGREEMENT OF MERGER AND PLAN...Merger Agreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on January 9, 2013 by and among Be Active Holdings, Inc., a Delaware corporation (“Parent”), Be Active Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Be Active Brands, Inc., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 9, 2013, is made by and between Be Active Holdings, Inc. a Delaware corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ___day of ___, ____ (the “Grant Date”), is between Be Active Holdings, Inc., a Delaware corporation (the “Company”), and ______ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the 2013 Equity Incentive Plan (the “Plan”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ___ day of ____, ___ (the “Grant Date”), is ___ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, Be Active Holdings, Inc. (the “Company”) or a Subsidiary of the Company (a “Related Corporation”), pursuant to the 2013 Equity Incentive Plan (the “Plan”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2015 • Be Active Holdings, Inc. • Ice cream & frozen desserts • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of October 2014 (the “Effective Date”), by and between Be Active Holdings, Inc., a Delaware corporation, with an address at 1010 Northern Boulevard, Great Neck, NY 11021, and David Wolfson (“Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2013 • Be Active Holdings, Inc. • Ice cream & frozen desserts • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of ___, 2013, by and between Be Active Holdings, Inc., a Delaware corporation (the “Company”), and the subscribers set forth on the signature pages affixed hereto (each a “Subscriber” and collectively, the “Subscribers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in a publicly traded company, whose shares are quoted on the OTC Bulletin Board (the “Company”). The Company will acquire by merger, all of the issued and outstanding capital stock and the business of Be Active Brands, Inc. (“Be Active Brands”), a Delaware corporation. The Company is conducting a private placement (the “Offering”) of ________ (“Units”), with each Unit consisting of one (1) share of the Company’s common stock and a warrant, as more fully described below, at a purchase price of Twenty Three Cents ($0.23) per Unit (the “Purchase Price”). Each Unit will consist of: (i) one (1) share of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (the “Shares”) (or, at the election of any purchaser who would, as a result of purchase of Units become a beneficial owner of five
INVESTMENT AGREEMENTInvestment Agreement • February 20th, 2014 • Be Active Holdings, Inc. • Ice cream & frozen desserts • New York
This Investment Agreement (this “Agreement”) is dated as of February [__], 2014, between Be Active Holdings Inc., a Delaware corporation (the “Company”) and [__] (the “Investor”).
CONSENT, WAIVER AND MODIFICATION AGREEMENTConsent, Waiver and Modification Agreement • September 24th, 2015 • Be Active Holdings, Inc. • Ice cream & frozen desserts • New York
This Consent, Waiver and Modification Agreement (“Agreement”) is made and entered into as of September 21, 2015, by and among Be Active Holdings Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in each of the February 2014 Securities Purchase Agreements, December 2014 Securities Purchase Agreements, February 2014 Transaction Documents and December 2014 Transaction Documents (all as defined below).
SECOND CONSENT, WAIVER AND MODIFICATION AGREEMENTSecond Consent, Waiver and Modification Agreement • January 7th, 2016 • Be Active Holdings, Inc. • Ice cream & frozen desserts • New York
This Second Consent, Waiver and Modification Agreement (“Agreement”) is made and entered into as of December 31, 2015, by and among Be Active Holdings Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in each of the February 2014 Securities Purchase Agreements, December 2014 Securities Purchase Agreements, February 2014 Transaction Documents and December 2014 Transaction Documents (all as defined below), all of the foregoing as amended pursuant to a Consent, Waiver and Modification Agreement dated as of September 21, 2015 (“Consent Agreement”) and the December 2015 Securities Purchase Agreement and December 2015 Transaction Documents (as defined below).
SECURED CONVERTIBLE NOTE DUE DECEMBER 31, 2016Convertible Security Agreement • January 7th, 2016 • Be Active Holdings, Inc. • Ice cream & frozen desserts • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of BE ACTIVE HOLDINGS, INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 1010 Northern Blvd., Great Neck, NY 11021, due DECEMBER 31, 2016 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of January 9, 2013, by Be Active Holdings, Inc., a Delaware corporation (“Assignor”), and Superlight Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
ALLONGE NO. 1 TO SECURED NOTE ISSUED DECEMBER 31, 2014Secured Note Allonge • September 24th, 2015 • Be Active Holdings, Inc. • Ice cream & frozen desserts
This Allonge No. 1 to Secured Note (“Allonge”) is made as of this 21st day of September, 2015, by Be Active Holdings, Inc., a Delaware corporation (“Borrower”) to Sandor Capital Master Fund (“Lender”). This Allonge is being issued pursuant to a Consent, Waiver and Modification Agreement dated on or about the date of this Allonge, the terms of which are incorporated herein by this reference. Reference is hereby made to that certain Secured Note issued by Borrower to Lender dated December 31, 2014 (“Note”). Capitalized terms used in this Allonge not otherwise defined herein shall have the meanings ascribed to such terms in the Note. Except as amended hereby, the terms of the Note remain as originally stated.
