FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 21st, 2023 • Starco Brands, Inc. • Services-advertising agencies • Nevada
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●] between Starco Brands, Inc., a Nevada corporation (the “Company”), and [●], an individual (“Indemnitee”).
Broker-Dealer AgreementBroker-Dealer Agreement • August 31st, 2021 • Starco Brands, Inc. • Services-advertising agencies
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Starco Brands, Inc. (“Client”), a Nevada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of August 4, 2020 (the “Effective Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • August 31st, 2021 • Starco Brands, Inc. • Services-advertising agencies • Nevada
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SECURITY AGREEMENTSecurity Agreement • March 9th, 2023 • Starco Brands, Inc. • Services-advertising agencies
THIS AGREEMENT is made as of March 3, 2023, by Starco Brands, Inc. (the “Borrower”), a Nevada corporation, whose address is 250 26th Street, Suite 200, Santa Monica, CA 90402, and Ross Sklar, an individual (the “Lender”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • December 8th, 2023 • Starco Brands, Inc. • Services-advertising agencies • California
This Amended and Restated License Agreement (the “Agreement”) is made as of November 27, 2023 (the “Effective Date”) by and between Whipshots, LLC, a Wyoming limited liability company with offices located at 250 26th St., Suite 200, Santa Monica, CA 90402, email: [REDACTED] (“Licensee”) and Washpoppin Inc., a New York corporation with offices c/o LaPolt Law, P.C., 9000 Sunset Blvd., Suite 800, West Hollywood, CA 90069, email: [REDACTED] (“Licensor”).
AGREEMENT AND PLAN OF MERGER dated as of February 14, 2023 by and among STARCO BRANDS, INC. STARCO Merger Sub I, Inc. SOYlent nutrition, Inc. and HAMILTON START, LLC solely in its capacity as the Stockholder Representative for purposes of Section...Agreement and Plan of Merger • February 21st, 2023 • Starco Brands, Inc. • Services-advertising agencies • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of February 14, 2023, is entered into by and among Starco Brands, Inc., a Nevada corporation (“Acquiror”), Starco Merger Sub I Inc., a Delaware corporation (“Merger Sub”), Soylent Nutrition, Inc., a Delaware corporation (the “Company”), and Hamilton Start, LLC, a California limited liability company, solely in its capacity as the stockholders’ representative (the “Stockholder Representative”) and solely for purposes of Article IX, Article X, Section 2.08 and Section 6.11. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
INSYNERGY PRODUCTS, INC./ /ROSS SKLAR or Designee BINDING LETTER OF INTENT For the Acquisition of Licenses fromInsynergy Products, Inc • August 20th, 2015 • Services-advertising agencies
This Binding Letter of Intent (this “Letter of Intent”) sets forth the agreement of the parties hereto for Insynergy Products, Inc. (“Insynergy”) to acquire licenses to a series of products in the following Product Categories set forth on Exhibit A annexed hereto (the “Product Categories”) from Ross Sklar or his affiliates (“Sklar”) (Sklar and his affiliates are referenced herein as “Licensors”). As described below, the parties hereby agree to negotiate in good faith to execute definitive agreements in connection with the transactions contemplated by this Letter of Intent (“Definitive Agreements”). However, it is expressly understood that this Letter of Intent shall itself be contractually binding regardless of whether or not a further agreement is executed, subject to the terms and conditions described herein.
DISTRIBUTION AGREEMENTDistribution Agreement • November 12th, 2021 • Starco Brands, Inc. • Services-advertising agencies
THIS DISTRIBUTION AGREEMENT (“Agreement”) is entered into and shall become effective as of [_________] (the “Effective Date”), by and between Starco Brands, Inc. (“Supplier”), and [_________] (“Distributor”) and its affiliates, collectively referred to herein as the “Parties”; and each a “Party.” The Parties hereby agree as follows:
INSYNERGY PRODUCTS, INC./ /ROSS SKLAR or Designee BINDING LETTER OF INTENT For the Acquisition of Licenses fromInsynergy Products, Inc • August 14th, 2015 • Services-advertising agencies
This Binding Letter of Intent (this “Letter of Intent”) sets forth the agreement of the parties hereto for Insynergy Products, Inc. (“Insynergy”) to acquire licenses to a series of products in the following Product Categories set forth on Exhibit A annexed hereto (the “Product Categories”) from Ross Sklar or his affiliates (“Sklar”) (Sklar and his affiliates are referenced herein as “Licensors”). As described below, the parties hereby agree to negotiate in good faith to execute definitive agreements in connection with the transactions contemplated by this Letter of Intent (“Definitive Agreements”). However, it is expressly understood that this Letter of Intent shall itself be contractually binding regardless of whether or not a further agreement is executed, subject to the terms and conditions described herein.
AMENDMENT TO VOTING AGREEMENTVoting Agreement • May 15th, 2024 • Starco Brands, Inc. • Services-advertising agencies • Delaware
This Amendment (this “Amendment”) to the Voting Agreement, dated as of February 15, 2023 (the “Voting Agreement”), by and among Starco Brands, Inc., a Nevada corporation (the “Company”), Ross Sklar (“Sklar”) and the stockholders of the Company listed on Schedule A thereto (the “Stockholders” and each a “Stockholder”), is made and entered into as of May 14, 2024. The Company, Sklar and Stockholders, the “Parties” and each a “Party”). This Amendment shall form a part of the Voting Agreement for all purposes, and each Party shall be bound hereby. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Voting Agreement.
STOCKHOLDER AGREEMENTStockholder Agreement • March 21st, 2024 • Starco Brands, Inc. • Services-advertising agencies
This Stockholder Agreement (this “Agreement”) is dated and effective as of March 15, 2024 and entered into by and among Starco Brands, Inc., a Nevada corporation (the “Company”), YL Management LLC as the successor Stockholder Representative (the “Successor Stockholder Representative”) of the former stockholders of Soylent Nutrition, Inc., a Delaware corporation (“Soylent”) under the Merger Agreement (as defined below), and certain holders of Acquiror Common Stock which are signatories to this Agreement as set forth on the signature pages below (the “Consenting Stockholders” and, together with the Company and the Successor Stockholder Representative, the “Parties”) and which were previously holders of shares of preferred stock of Soylent. Except as otherwise indicated in this Agreement, capitalized terms used but not defined herein shall have the meanings set forth in Article I of the Merger Agreement (as defined below).
AMENDMENT TO VOTING AGREEMENTVoting Agreement • August 14th, 2024 • Starco Brands, Inc. • Services-advertising agencies • Delaware
This Amendment (this “Amendment”) to the Voting Agreement, dated as of February 15, 2023 (the “Voting Agreement”), by and among Starco Brands, Inc., a Nevada corporation (the “Company”), Ross Sklar (“Sklar”) and the stockholders of the Company listed on Schedule A thereto (the “Stockholders” and each a “Stockholder”), is made and entered into as of May 14, 2024. The Company, Sklar and Stockholders, the “Parties” and each a “Party”). This Amendment shall form a part of the Voting Agreement for all purposes, and each Party shall be bound hereby. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Voting Agreement.
AMENDMENT NUMBER ONE TO CONSOLIDATED SECURED PROMISSORY NOTEStarco Brands, Inc. • May 31st, 2024 • Services-advertising agencies
This Amendment Number One to Consolidated Secured Promissory Note (this “Amendment”) is entered into as of May 31, 2024, by and between Starco Brands, Inc., a Nevada corporation (“Borrower” or the “Company”), and Ross Sklar, an individual (“Lender”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Consolidated Note (as defined below).
SECURED PROMISSORY NOTEStarco Brands, Inc. • March 9th, 2023 • Services-advertising agencies • California
FOR VALUE RECEIVED, Starco Brands, Inc., a Nevada corporation (“Borrower”), and Ross Sklar, an individual “Lender”), enter into this Secured Promissory Note (this “Note”). Borrower promises to pay to Lender, at Lender’s current address of 250 26th Street, Suite 200, Santa Monica, California 90402, or at such other addresses as Lender may from time to time designate in writing to Borrower, the principal sum of EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($800,000.00) (the “Loan Amount”), together with interest thereon and all other sums due and/or payable under any Loan Document (the “Loan”); such principal and other sums to be calculated and payable as provided in this Note.
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • August 14th, 2024 • Starco Brands, Inc. • Services-advertising agencies
This Amendment to Promissory Note (this “Amendment”) is entered into as of May 10, 2024, by and between Starco Brands, Inc., a Nevada corporation (“Maker”), and Ross Sklar, an individual “Payee”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2024 • Starco Brands, Inc. • Services-advertising agencies • Delaware
This Amendment (this “Amendment”) to the Registration Rights Agreement, dated as of February 15, 2023 (the “Registration Rights Agreement”), by and between Starco Brands, Inc., a Nevada corporation (the “Acquiror”), and Hamilton Start, LLC, in its capacity as the Stockholder Representative (“Hamilton”), on behalf of the Investors and any Transferee thereof that becomes party to the Registration Rights Agreement, is made and entered into as of May 14, 2024. This Amendment shall form a part of the Registration Rights Agreement for all purposes, and each party thereto shall be bound hereby. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Registration Rights Agreement.
AMENDED AND RESTATED CONSOLIDATED SECURITY AGREEMENTConsolidated Security Agreement • August 11th, 2023 • Starco Brands, Inc. • Services-advertising agencies
THIS AMENDED AND RESTATED CONSOLIDATED SECURITY AGREEMENT (this “Agreement” is made as of August 11 2023, by Starco Brands, Inc., a Nevada corporation, its successors and assigns (the “Borrower”), whose address is 250 26th Street, Suite 200, Santa Monica, CA 90402, and Ross Sklar, an individual (the “Lender”).
BRAND LICENSE AGREEMENTBrand License Agreement • August 31st, 2021 • Starco Brands, Inc. • Services-advertising agencies • California
This License Agreement (“Agreement”), effective July 12, 2017 is entered into by Insynergy Products, Inc. DBA Starco Brands (hereinafter “LICENSOR”) and The Starco Group and its affiliates (hereinafter “LICENSEE”).
VOTING AGREEMENTVoting Agreement • February 21st, 2023 • Starco Brands, Inc. • Services-advertising agencies • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 15, 2023, by and among Starco Brands, Inc., a Nevada corporation (the “Company”), Ross Sklar (“Sklar”) and the stockholders of the Company listed on Schedule A hereto (together with any transferees who become parties hereto pursuant to Section 5 or Section 8.1 below, the “Stockholders” and each, a “Stockholder”).
FORM OF RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • February 21st, 2023 • Starco Brands, Inc. • Services-advertising agencies • Delaware
This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into as of [●], by and between Starco Brands, Inc., a Nevada corporation (“Acquiror”), and [●] (“Principal”).
STARCO BRANDS, INC. WARRANT TO PURCHASE COMMON STOCKStarco Brands, Inc. • January 5th, 2023 • Services-advertising agencies • Nevada
This Certifies That, for value received, Ross Sklar, an individual (“Holder”), is entitled to subscribe for and purchase from STARCO BRANDS, INC., a Nevada corporation (the “Company”), during the Exercise Period (as defined below), up to that number of shares of the Company’s common stock equal to the Exercise Shares at the Exercise Price (each as hereinafter defined), subject to the provisions and upon the terms and conditions provided herein.
FORM - Board Advisor AgreementForm - Board Advisor Agreement • October 28th, 2021 • Starco Brands, Inc. • Services-advertising agencies • California
This agreement (the "Agreement") is made effective as of October ___, 2021, by Starco Brands, Inc. a Nevada corporation (the "Company"), and _________ (the "Advisor").
REGISTRATION RIGHTS AGREEMENT dated as of December 29, 2022 by and between STARCO BRANDS, INC. and THE INVESTORS LISTED HEREINRegistration Rights Agreement • January 4th, 2023 • Starco Brands, Inc. • Services-advertising agencies • Delaware
This REGISTRATION RIGHTS AGREEMENT dated as of December 29, 2022 (this “Agreement”), is entered into by and between Starco Brands, Inc., a Nevada corporation (the “Acquiror”) and the stockholders of the Acquiror listed on Schedule A hereto (the “Investors” and each, an “Investor”).
VOTING AGREEMENTAdoption Agreement • January 4th, 2023 • Starco Brands, Inc. • Services-advertising agencies • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 29, 2022 by and among Starco Brands, Inc., a Nevada corporation (the “Company”), and the stockholders of the Company listed on Schedule A hereto (together with any transferees who become parties hereto pursuant to Section 4.1 below, the “Stockholders” and each, a “Stockholder”).
BRAND LICENSE AGREEMENTBrand License Agreement • April 18th, 2023 • Starco Brands, Inc. • Services-advertising agencies
This License Agreement (“Agreement”), effective January 24, 2022 is entered into by Starco Brands, Inc. (hereinafter “LICENSOR”) and Temperance Distilling Company (hereinafter “LICENSEE”).
BROKER AGREEMENTBroker Agreement • November 12th, 2021 • Starco Brands, Inc. • Services-advertising agencies • Texas
This BROKER AGREEMENT (this “Agreement”) is made as of [_________] (the “Effective Date”) between Starco Brands, Inc. having its principal place of business at 250 26th St., Suite 200 Santa Monica, CA 90402 (the “Supplier”), and [_____________] (the “Broker”), collectively referred to herein as the “Parties”; and each a “Party.”
REGISTRATION RIGHTS AGREEMENT dated as of February 15, 2023 between STARCO BRANDS, INC. and Hamilton start, llc on behalf of the investors, as defined hereinJoinder Agreement • February 21st, 2023 • Starco Brands, Inc. • Services-advertising agencies • Delaware
This REGISTRATION RIGHTS AGREEMENT dated as of February 15, 2023 (this “Agreement”), is entered into by and between Starco Brands, Inc., a Nevada corporation (the “Acquiror”) and Hamilton Start, LLC, in its capacity as the Stockholder Representative (the “Stockholder Representative”), on behalf of the Investors (as defined below) and any Transferee thereof that become party to this Agreement.
LOAN AND SECURITY AGREEMENT Dated May 24, 2024 by and among GIBRALTAR BUSINESS CAPITAL, LLC, as Lender and STARCO BRANDS, INC., And certain Affiliates as BorrowersLoan and Security Agreement • May 31st, 2024 • Starco Brands, Inc. • Services-advertising agencies • Illinois
STARCO BRANDS, INC. WARRANT TO PURCHASE CLASS A COMMON STOCK Effective as of March 3, 2023 Void After March 2, 2028Starco Brands, Inc. • March 9th, 2023 • Services-advertising agencies • Nevada
This Certifies That, for value received, Ross Sklar, an individual (“Holder”), is entitled to subscribe for and purchase from STARCO BRANDS, INC., a Nevada corporation (the “Company”), during the Exercise Period (as defined below), up to that number of shares of the Company’s Class A common stock equal to the Exercise Shares at the Exercise Price (each as hereinafter defined), subject to the provisions and upon the terms and conditions provided herein.
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2024 • Starco Brands, Inc. • Services-advertising agencies • Delaware
This Amendment (this “Amendment”) to the Registration Rights Agreement, dated as of February 15, 2023 (the “Registration Rights Agreement”), by and between Starco Brands, Inc., a Nevada corporation (the “Acquiror”), and Hamilton Start, LLC, in its capacity as the Stockholder Representative (“Hamilton”), on behalf of the Investors and any Transferee thereof that becomes party to the Registration Rights Agreement, is made and entered into as of May 14, 2024. This Amendment shall form a part of the Registration Rights Agreement for all purposes, and each party thereto shall be bound hereby. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Registration Rights Agreement.
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • May 15th, 2024 • Starco Brands, Inc. • Services-advertising agencies
This Amendment to Promissory Note (this “Amendment”) is entered into as of May 10, 2024, by and between Starco Brands, Inc., a Nevada corporation (“Maker”), and Ross Sklar, an individual “Payee”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).
