WAYBETTER, INC. INVESTORS’ RIGHTS AGREEMENT October 6, 2015Investors’ Rights Agreement • February 16th, 2016 • WayBetter, Inc. • Services-personal services • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of October 6, 2015, and is between WayBetter, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 3rd, 2016 • WayBetter, Inc. • Services-personal services • New York
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.
SECOND AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • February 26th, 2016 • WayBetter, Inc. • Services-personal services • Delaware
This SECOND AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of [______], 2016, by and among WAYBETTER, INC., a Delaware corporation (the “Company”), the holders of the Company’s Series Seed Preferred Stock, par value $0.001 per share (the “Series Seed Stock”), the holders of the Company’s Series A Preferred Stock, par value $0.001 per share (the “Series A Stock”) and the holders of the Company’s Series A-1 Preferred Stock, par value $0.001 per share (the “Series A-1 Stock” and collectively with the Series Seed Stock and Series A Stock, the “Preferred Stock”), listed on the Schedule of Investors attached as Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Sections 10.8 or 10.9 below, the “Investors”), and the holders of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), listed on the Schedule of Key Holders attached as Schedule B hereto (together w
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • January 15th, 2016 • WayBetter, Inc. • Services-personal services • Delaware
THIS ESCROW AGREEMENT, dated as of [ ] (" Escrow Agreement "), is by and between SeedInvest Technology , LLC , a Delaware Limited Liability Company (" SeedInvest "); North Capital Private Securities Corporation (" NCPS "), [ ], a [ ] (" Issuer "), and The Bryn Mawr Trust Company of Delaware (" BMTC DE ") , a Delaware entity, as Escrow Agent hereunder (" Escrow Agent "). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer, NCPS and SeedInvest executed prior hereto (the " Issuer Agreement ").
DIETBET, INC. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENTAt-Will Employment Agreement • January 15th, 2016 • WayBetter, Inc. • Services-personal services • Texas
As a condition of my employment with DietBet, Inc., a Delaware corporation, its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following provisions of this DietBet, Inc. At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”):
NORTH CAPITAL PRIVATE SECURITIES CORPORATION ISSUER AGREEMENTIssuer Agreement • January 15th, 2016 • WayBetter, Inc. • Services-personal services • New York
THIS AGREEMENT is entered into as of ___________________________ (the “Effective Date”) by and among WayBetter, Inc., having a principal address at 205 East 42ndStreet, 17thFloor, New York, NY 10017 (the “Company”), North Capital Private Securities Corporation (“NCPS”) and SeedInvest Technology, LLC (“SeedInvest”) regarding the Company’s Offering of Securities pursuant to Regulation A on the terms and subject to the conditions contained herein. Capitalized terms used herein and not otherwise defined shall have the meaning set forth on Appendix I.
AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENTFirst Refusal and Co-Sale Agreement • February 16th, 2016 • WayBetter, Inc. • Services-personal services • Delaware
This AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of the 6th day of October, 2015, by and among WAYBETTER, INC., a Delaware corporation (the “Company”), the holders of Common Stock of the Company (the “Common Stock”) listed on Exhibit A attached hereto (each a “Common Holder” and, together, the “Common Holders”) and the holders of Preferred Stock of the Company (the “Preferred Shares”) listed on Exhibit B attached hereto (each an “Investor” and together, the “Investors”).
Explanatory NoteSubscription Agreement • February 26th, 2016 • WayBetter, Inc. • Services-personal services
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 26, 2016.
