BEAUTYKIND HOLDINGS INC. COMMON STOCK PURCHASE WARRANTBeautyKind Holdings, Inc. • April 4th, 2016 • Perfumes, cosmetics & other toilet preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, W.R. Hambrecht + Co., LLC 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 that is 180 days after the qualification date of the Offering Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the qualification date of the Offering Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Beautykind 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).
BEAUTYKIND HOLDINGS, INC. Minimum: 800,000 Shares of Common Stock Maximum: 1,600,000 Shares of Common Stock $0.001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2016 • BeautyKind Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
ESCROW SERVICES AGREEMENTEscrow Services Agreement • March 9th, 2016 • BeautyKind Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Escrow Services Agreement (this “Agreement”) is made and entered into as of [●], 2016, by and between FundAmerica Securities, LLC (“FundAmerica Securities”, or “Escrow Agent”), BeautyKind Holdings, Inc. (“Issuer”), and W.R. Hambrecht + Co., LLC (“Hambrecht”).
SECURITY AGREEMENTSecurity Agreement • February 5th, 2016 • BeautyKind Holdings, Inc. • Texas
This Security Agreement (the “Agreement”) is made as of April 7, 2015, by BeautyKind, LLC, a Texas limited liability company (“Debtor”) in favor of Buaite Againn, LLLP, a Wyoming limited liability limited partnership (“Secured Party”).
BEAUTYKIND, LLC MEZZANINE LOAN AGREEMENTMezzanine Loan Agreement • February 5th, 2016 • BeautyKind Holdings, Inc. • Texas
THIS MEZZANINE LOAN AGREEMENT (“Agreement”) is made and entered into as of April 7, 2015 by and between Buaite Againn, LLLP, a Wyoming limited liability limited partnership (the “Secured Party”) and BeautyKind, LLC, a Texas limited liability company (the “Debtor”); and acknowledged and agreed to by We-Commerce, LLC, a Texas limited liability company (“Pledgor” or “We-Commerce”) and John H. Davis (“Guarantor”); hereinafter collectively the “Parties” or individually, a “Party”.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 5th, 2016 • BeautyKind Holdings, Inc. • Texas
License Agreement: Exclusive Market Agreement and Non-Exclusive License (“License Agreement”) executed by and between Borrower and Lender on or about April 6, 2015.
TEMPORARY LICENSE AGREEMENTTemporary License Agreement • February 5th, 2016 • BeautyKind Holdings, Inc. • New York
This Temporary License Agreement (the “Agreement”) is entered into as of October 31, 2014, by and between Bloomingdale’s The Outlet Store, Inc. (“Licensor”) and BeautyKind LLC with an office at 6101 W Centinela Ave, Ste 394, Culver City, CA 90230 (“Licensee”). Licensor grants a non-exclusive, temporary license for up to 406 square feet of selling space (the “Selling Space”) on the mezzanine level of Licensor’s New York outlet store (#153) (the “Store”) for the period commencing on November 21, 2015 and ending on February 20, 2016 (the “Term”).
PROMISSORY NOTEBeautyKind Holdings, Inc. • February 5th, 2016 • Texas
Loan Documents: This Promissory Note; Pledge and Security Agreement; License Agreement executed by and between Lender and Borrower on or about April 6, 2015 (“License Agreement”); Asset Purchase Agreement executed by and between Lender and Borrower on or about April 6, 2015 (“Asset Purchase Agreement”).
PageGross Office Lease • March 9th, 2016 • BeautyKind Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California
This Standard Form Modified Gross Office Lease (“Lease”) is entered into effective as of July 10, 2014 between CRP Pacifica Plaza SPE, L.L.C., a Delaware limited liability company (“Landlord”), and FoundationAll, LLC, a ___________ limited liability company (“Tenant”), who agree as follows:
PURCHASER QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT Common Stock In BeautyKind Holdings, Inc.Purchaser Questionnaire and Subscription Agreement • March 9th, 2016 • BeautyKind Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Subscription Agreement relates to my/our agreement to purchase ________ shares of the common stock, $0.01 par value (the "Shares") to be issued by BeautyKind Holdings, Inc., a Delaware corporation (the "Company"), for a purchase price of $_______ per Share), for a total purchase price of $___________ ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ________, 2016 (collectively, the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
EXCLUSIVE MARKET AGREEMENT AND NON-EXCLUSIVE LICENSEExclusive Market Agreement and Non-Exclusive License • February 5th, 2016 • BeautyKind Holdings, Inc.
This Exclusive Market Agreement and Non-Exclusive License (this “Agreement”) is effective as of April 6, 2015 (the “Effective Date”), and made by and between BeautyKind, LLC, a Texas limited liability company (referred herein as “BeautyKind” and/or “Licensee”), and We-Commerce Holdings, LLC, a Texas limited liability company (“Licensor”).
GUARANTY AGREEMENTGuaranty Agreement • March 9th, 2016 • BeautyKind Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Texas
Loan: Principal sum of Two Million and NO/100 Dollars ($2,000,000.00), together with any and all other sums which may be owing to Secured Party by Debtor pursuant to the Loan Agreement.
COMMON UNIT PURCHASE AGREEMENTCommon Unit Purchase Agreement • March 9th, 2016 • BeautyKind Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Texas
This Common Unit Purchase Agreement (this "Agreement") is entered into as of _________ _________, 2014 by and between BeautyKind, LLC, a Texas limited liability company (the "Company"), and LAYN, Ltd. ("Purchaser").
PURCHASER QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT Common Stock In BeautyKind Holdings, Inc.And Subscription Agreement • April 13th, 2016 • BeautyKind Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Subscription Agreement relates to my/our agreement to purchase ________ shares of the common stock, $0.01 par value (the "Shares") to be issued by BeautyKind Holdings, Inc., a Delaware corporation (the "Company"), for a purchase price of $_______ per Share), for a total purchase price of $___________ ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ________, 2016 (collectively, the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
STATE OF NORTH CAROLINA COUNTY OF MECKLENBURGLease Agreement • March 9th, 2016 • BeautyKind Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina
THIS LEASE, made and entered into this JANUARY 6, 2016, by and between PARK ROAD OFFICE, LLC, hereinafter referred to as “Landlord” and BEAUTYKIND, LLC, hereinafter referred to as “Tenant”;
INDEPENDENT CONTRACTOR AGREEMENTContractor Agreement • February 5th, 2016 • BeautyKind Holdings, Inc. • Texas
PLAN OF REORGANIZATION AND MERGERPlan of Reorganization and Merger • April 4th, 2016 • BeautyKind Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Texas
This Plan of Reorganization and Merger (this “Agreement”), is made and entered into as of March___, 2016, by and among BeautyKind, LLC, a Texas limited liability company (hereinafter referred to as the “BKTX”), BeautyKind Holdings, Inc. (a Delaware corporation) (hereinafter “HOLDINGS”), and BeautyKind Gives, LLC, a Delaware limited liability company, (hereinafter referred to as “BKDE”) pursuant to the Delaware General Corporation Law (the “DGCL”) and the Texas Business Organizations Code (the “TBOC”), respectively.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • February 5th, 2016 • BeautyKind Holdings, Inc. • Texas
This Administrative Services Agreement (“Agreement") is effective as of April 6, 2015 (the “Effective Date”) by and between BeautyKind, LLC, a Texas Limited Liability Company (“BeautyKind”), and We-Commerce Holdings, LLC, a Texas Limited Liability Company (“We-Commerce”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 5th, 2016 • BeautyKind Holdings, Inc. • Texas
This Asset Purchase Agreement (this "Agreement") is effective as of the 6th day of April, 2015 (the “Effective Date”), and made by and between We-Commerce, LLC, a Texas Limited Liability Company (the "Buyer"), and BeautyKind, LLC, a Texas Limited Liability Company (the "Seller").
