HYLETE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2019 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
The undersigned, Hylete, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of Hylete Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), collectively, the “Underwriters” and each, an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC (“Maxim”) and WestPark Capital, Inc. (“WestPark”) are acting as representatives to the several Underwriters (in such capacity, the “Representatives”) on the terms and conditions set forth herein.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 17th, 2018 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
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.
POSTING AGREEMENTPosting Agreement • February 20th, 2020 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
HYLETE, a Delaware Corporation located at 564 Stevens Avenue, Solana Beach, CA 92075 (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its Class A Common $0.001 par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined). The offering is being conducted on a best-efforts basis without any minimum target.
HYLETE, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 1st, 2017 • Hylete • California
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of July 16, 2015, by and among Hylete, Inc., a California corporation (the “Company”), and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
SUBSCRIPTION AGREEMENTSubscription Agreement • September 1st, 2017 • Hylete • California
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.
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • July 20th, 2018 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • Georgia
This Subscription Escrow Agreement (the “Agreement”) is made effective as of [DATE] (the “Effective Date”), by and between Hylete, Inc., a California Corporation with its principal place of business located at 560 Stevens Avenue, Solana Beach, CA 92075, (the “Company”), WealthForge Securities, LLC, a Virginia limited liability company with its principle place of business located at 6800 Paragon Place, Suite 200, Richmond, VA 23230 (the “Placement Agent”), and Atlantic Capital Bank, N.A., a Georgia banking corporation (the “Escrow Agent”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 27th, 2021 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is entered as of this 14th day of September, 2021 (“Effective Date”), by and among HYLETE, INC., a Delaware corporation (the “Company”), and ADAM COLTON, an individual (“Executive”). Company and Executive may be referred to herein individually as “Party” and together as the “Parties”.
MASTER SERVICES AGREEMENTMaster Services Agreement • March 12th, 2018 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • Virginia
FIRST AMENDED AND RESTATED SENIOR CREDIT AGREEMENTSenior Credit Agreement • September 1st, 2017 • Hylete • Utah
This First Amended and Restated Senior Credit Agreement (the “Agreement”), dated as of July 28, 2017, is by and among Hylete, Inc., a California corporation (“Borrower”), the stockholders of Borrower signatories below (the “Stockholders”), Black Oak-Hylete-Senior Debt, LLC, a Utah limited liability company (“First Senior Lender”) and bocm3-Hylete-Senior Debt, LLC, a Utah limited liability company (“Second Senior Lender”, and together with First Senior Lender, the “Lenders”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 2nd, 2022 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl
This LOAN AND SECURITY AGREEMENT is entered into as of January 5, 2022 (“Effective Date”) by and between Hylete, Inc., a Delaware corporation (with tax identification # 45-5220524, its successors, assigns, and subsidiaries, now owned and in the future (individually or collectively, “Borrower” or “Borrowers”), and Crossroads Financing, LLC, a Connecticut limited liability company (“Lender”).
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • September 1st, 2017 • Hylete • California
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is made and entered into as of July 16, 2015, by and among Hylete, Inc., a California corporation (the “Company”), each of the persons and entities listed on Exhibit A hereto (the “Investors”) and each of the persons listed on Exhibit B hereto (each referred to herein as a “Founder” and collectively as the “Founders”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeparation Agreement • September 23rd, 2020 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
This Separation Agreement and General Release of All Claims (the “Agreement”) is entered into by and between Matthew Paulson (“Executive”) and HYLETE, Inc., a Delaware Corporation (“Company”). Executive and Company are referred to collectively as the “Parties,” and may be referred to individually as a “Party.”
STANDARD INDUSTRIAL GROSS LEASEStandard Industrial Gross Lease • April 23rd, 2018 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
Landlord will deliver the premises to Tenant in good operating condition. By taking occupancy of the Suite Tenant acknowledges that it is in good condition. Tenant agrees that no promises have been made to Tenant by Landlord or its representatives, other than those in this Lease.
ContractOrder Form • September 1st, 2017 • Hylete • Virginia
This Order Form is between WealthForge Securities, LLC, a Virginia limited liability company (“Company”), and the party identified below (“Client”) and is incorporated by reference into the Master Services Agreement between the parties.
HYLETE, INC. VOTING AGREEMENTVoting Agreement • September 1st, 2017 • Hylete • California
This Voting Agreement (the “Agreement”) is made as of July 16, 2015, by and among Hylete, Inc., a California corporation (the “Company”), the holders of shares of Preferred Stock listed on Exhibit A (individually, an “Investor” and collectively, the “Investors”) and each of the persons listed on Exhibit B hereto (each referred to herein as a “Common Holder” and collectively as the “Common Holders”; the Investors and the Common Holders sometimes collectively referred to as the “Shareholders”; and any shares of capital stock of the Company held by the Shareholders shall be referred to as the “Shares”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 8th, 2018 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDED AND RESTATED SECURITY AGREEMENTCredit Agreement • April 23rd, 2018 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • Utah
This AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDED AND RESTATED SECURITY AGREEMENT is made as of March 28, 2018, by and among Hylete, Inc., a California corporation (“Borrower”), Black Oak-Hylete-Senior Debt, LLC, a Utah limited liability company (“First Lender”), bocm3-Hylete-Senior Debt, LLC, a Utah limited liability company (“Second Lender”) and Black Oak-Hylete-Senior Debt 2, LLC, a Utah limited liability company (“Third Lender” and together with the First Lender, the “Lenders”).
HYLETE, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • September 30th, 2019 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
The Company hereby grants an Option to purchase Shares to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attached Nonstatutory Stock Option Agreement and in the Hylete 2015 Equity Incentive Plan. This cover sheet is incorporated into and a part of the attached Nonstatutory Stock Option Agreement (together, the “Agreement”).
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDED AND RESTATED SECURITY AGREEMENTCredit Agreement • September 27th, 2021 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • Utah
This AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDED AND RESTATED SECURITY AGREEMENT is made as of March 28, 2018, by and among Hylete, Inc., a California corporation (“Borrower”), Black Oak-Hylete-Senior Debt, LLC, a Utah limited liability company (“First Lender”), bocm3-Hylete-Senior Debt, LLC, a Utah limited liability company (“Second Lender”) and Black Oak-Hylete-Senior Debt 2, LLC, a Utah limited liability company (“Third Lender” and together with the First Lender, the “Lenders”).
REG A ORDER FORMReg a Order Form • March 12th, 2018 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Reg A Order Form is between WealthForge Securities, LLC, a Virginia limited liability company (“Company”), and the party identified below (“Client”).
BOND PURCHASE AGREEMENTBond Purchase Agreement • March 12th, 2018 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
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.
PROMISSORY NOTE CONVERSION AGREEMENTPromissory Note Conversion Agreement • February 20th, 2020 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS PROMISSORY NOTE CONVERSION AGREEMENT (this “Agreement”) is dated and effective as of January 6, 2020 (the “Effective Date”), by and between HYLETE, Inc., a Delaware corporation (“HYLETE”) and the above-referenced “Payee”.
Hylete, INC. SERIES A-2 PREFERRED STOCK PURCHASE AGREEMENTSeries a-2 Preferred Stock Purchase Agreement • November 21st, 2018 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
Seventh Lease AmendmentLease Amendment • April 29th, 2021 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Lease Amendment, dated March 11, 2021 for reference purposes, is entered into between Solana Partners, LP and Hylete, LLC, the Tenant, to amend the lease dated November 13, 2013 for Suite 568 at Haidinger Center, 532-574 Stevens, 722 Genevieve, and 742 Genevieve, Solana Beach, CA 92075.
SERIES B-1 PREFERRED STOCK PURCHASE AGREEMENTSeries B-1 Preferred Stock Purchase Agreement • July 9th, 2021 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS SERIES B-1 PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of is made as of June 18, 2021 by and among Hylete, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
Sixth Lease AmendmentLease Amendment • March 19th, 2020 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Lease Amendment, dated March 5, 2020 for reference purposes, is entered into between Solana Partners, L.P., the Landlord and Hylete, LLC, a California Limited Liability Company, the Tenant, to amend the lease dated November 13, 2013 for Suite 560 and 546 at Haidinger Center , 712-742 Genevieve Street, Solana Beach, California 92075.
SECOND AMENDMENT TO THE MASTER SERVICES AGREEMENT Effective June 29, 2018Master Services Agreement • August 17th, 2018 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl
This is the second amendment (“Second Amendment”) to the Master Services Agreement by and between WealthForge Securities, LLC, a Virginia limited liability company (“WealthForge”) and Hylete, Inc. (“Client”). All capitalized terms not otherwise defined have the meanings ascribed them in the Agreement.
AMENDMENT NO. 5 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDED AND RESTATED MANAGEMENT ADVISORY SERVICES AGREEMENTCredit Agreement and Management Advisory Services Agreement • February 20th, 2020 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • Utah
This AMENDMENT NO. 5 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Amendment”) is made as of January 28, 2020 by and among Hylete, Inc., a Delaware corporation (“Borrower”), Black Oak-Hylete-Senior Debt, LLC, a Utah limited liability company (“First Lender”), bocm3-Hylete-Senior Debt, LLC, a Utah limited liability company (“Second Lender”), Black Oak-Hylete-Senior Debt 2, LLC, a Utah limited liability company (“Third Lender”), bocm3-Hylete-Senior Debt 2, LLC, a Utah limited liability company (“Fourth Lender” and together with the First Lender, Second Lender and Third Lender, the “Lenders”).
ContractWarrant Agreement • September 23rd, 2020 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • Utah
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED, AND (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. TRANSFER OF THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER ARE ALSO SUBJECT TO ADDITIONAL TRANSFER RESTRICTIONS SET FORTH HEREIN.
Fifth Lease AmendmentLease Amendment • February 20th, 2020 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Lease Amendment, dated March 20, 2019 for reference purposes, is entered into between Solana Partners, L.P., the Landlord and Hylete, LLC, a California Limited Liability Company, the Tenant, to amend the lease dated November 13, 2013 for Suite 560 and 546 at Haidinger Center, 712-742 Genevieve Street, Solana Beach, California 92075.
CONFIDENTIAL SETTLEMENT AGREEMENTConfidential Settlement Agreement • December 18th, 2020 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • Connecticut
This Settlement Agreement sometimes refers to Hylete, Wilson, Paulson, Hybrid Athletics, and Orlando collectively as “the Parties,” and individually as a “Party.”
AMENDMENT NO. 6 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 23rd, 2020 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • Utah
This AMENDMENT NO. 6 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of March 10, 2020, by and among Hylete, Inc., a Delaware corporation (“Borrower”), Black Oak-Hylete-Senior Debt, LLC, a Utah limited liability company (“First Lender”), bocm3-Hylete-Senior Debt, LLC, a Utah limited liability company (“Second Lender”), Black Oak-Hylete-Senior Debt 2, LLC, a Utah limited liability company (“Third Lender”), bocm3-Hylete-Senior Debt 2, LLC, a Utah limited liability company (“Fourth Lender” and together with the First Lender, Second Lender and Third Lender, the “Lenders”).
DEBT CONVERSION & RELEASE AGREEMENTDebt Conversion & Release Agreement • April 5th, 2022 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
THIS DEBT CONVERSION & RELEASE AGREEMENT (the “Agreement”) is entered into and effective on April 1, 2022 (“Effective Date”) by and between HYLETE, INC., a Delaware corporation (“Company”) on the one hand, and BLACK OAK-HYLETE-SENIOR DEBT, LLC (“First Lender”), BOCM3-HYLETE-SENIOR DEBT, LLC (“Second Lender”), BLACK OAK-HYLETE-SENIOR DEBT 2, LLC (“Third Lender”), BOCM3-HYLETE-SENIOR DEBT 2, LLC (“Fourth Lender”), BLACK OAK α EQUITY FUND, LLC (“Fifth Lender”), and BLACK OAK-HYLETE-SENIOR DEBT 3, LLC (“Sixth Lender”), all Utah limited liability companies (First Lender through Sixth Lender, collectively, the “Black Oak Lenders”) on the other hand. Company and the Black Oak Lenders may be referred to herein individually as a “Party” and together as the “Parties”.
Explanatory Note Hylete, Inc. has prepared this Form 1-A/A solely for the purpose of filing Exhibits 6.8 and 11Hylete, Inc. • October 6th, 2017 • Apparel & other finishd prods of fabrics & similar matl
