UNDERWRITING AGREEMENT between DERMADOCTOR, INC. and THINKEQUITY, a division of Fordham Financial Management Inc., as Representative of the Several Underwriters DERMADOCTOR, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2018 • DERMAdoctor, Inc. • Perfumes, cosmetics & other toilet preparations • New York
The undersigned, DERMAdoctor, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of DERMAdoctor, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Form of Representative’s Warrant AgreementWarrant Agreement • May 21st, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 2019 (the one year anniversary of the Effective Date, the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DERMAdoctor, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
FORM OF WARRANT AGENT AGREEMENTWarrant Agent Agreement • September 24th, 2018 • DERMAdoctor, Inc. • Perfumes, cosmetics & other toilet preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _________, 2018 (the “Issuance Date”) between DERMAdoctor, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC, a New Jersey limited liability company (the “Warrant Agent”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • June 13th, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 2019 (the one year anniversary of the Effective Date, the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to or at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DERMAdoctor, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
DERMADOCTOR, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 2nd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations • Delaware
This Indemnification Agreement (the “Agreement”) is made as of ___________, by and between DERMAdoctor, Inc., a Delaware corporation (the “Company”), and ________________ (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations • Missouri
This Employment Agreement (this “Agreement”), dated March 10, 2018 (the “Effective Date”), is by and between DERMAdoctor, LLC, a Missouri limited liability company (the “Company”), with a principal business address at 1901 McGee, Kansas City, Missouri 64108, and the undersigned employee (the “Employee”), an individual with a residential address as set forth below the Employee’s signature block. This Agreement supersedes and replaces in its entirety that certain Employment Agreement dated January 1, 2016 entered into by and between the Company and the Employee.
FORM OF SALE PROCEEDS SHARING AGREEMENTSale Proceeds Sharing Agreement • May 21st, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations • Missouri
THIS SALE PROCEEDS SHARING AGREEMENT (“Agreement”) is made effective as of the [ ] day of January, 2016, by and among DERMAdoctor, LLC, a Missouri limited liability company (the “Company”), Papillon Partners, Inc. f/k/a DERMAdoctor, Inc., a Missouri corporation (“Papillon”), and [ ] (“Employee”).
FORM OF DERMADOCTOR, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 2nd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations • Kansas
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of __________________ (the “Grant Date”), by and between DERMAdoctor, Inc., a Delaware corporation (the “Company”), and __________________ (the “Participant”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION OF DERMADOCTOR, LLC, A MISSOURI LIMITED LIABILITY COMPANY, AND DERMADOCTOR, INC., A DELAWARE CORPORATIONMerger Agreement • May 2nd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is dated , 2018 (this “Agreement”), and is by and between DERMAdoctor, LLC, a Missouri limited liability company (“DRLLC”), and DERMAdoctor, Inc., a Delaware corporation (“DRINC”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations • Missouri
This Employment Agreement (this “Agreement”), dated May 22, 2017, is by and between by and between DERMAdoctor, LLC, a Missouri limited liability company (the “Company”), with a principal business address at 1901 McGee, Kansas City, Missouri 64108, and the undersigned employee (the “Employee”), an individual with a residential address as set forth below the Employee ’s signature block.
BUILDING LEASEBuilding Lease • May 2nd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations • Missouri
THIS BUILDING LEASE (the “Lease”) is dated on January 1, 2016 (“Effective Date”), by and between 1901 McGee, LLC (“Landlord”) and DERMAdoctor, LLC, a Missouri limited liability company (“Tenant”).
PROMISSORY NOTE FIFTH EXTENSION AGREEMENTPromissory Note Extension Agreement • September 24th, 2018 • DERMAdoctor, Inc. • Perfumes, cosmetics & other toilet preparations
This Promissory Note Extension Agreement, hereinafter referred to as “Extension Agreement,” entered into this Thirtieth day of April, 2018, by and between DERMAdoctor, LLC, a Missouri entity (“Maker”), and Papillon Partners, Inc., a Missouri corporation, or its successors or assigns (“Holder”),
PROMISSORY NOTE THIRD EXTENSION AGREEMENTPromissory Note Extension Agreement • September 24th, 2018 • DERMAdoctor, Inc. • Perfumes, cosmetics & other toilet preparations
This Promissory Note Extension Agreement, hereinafter referred to as “Extension Agreement,” entered into this Thirtieth day of April, 2018, by and between DERMAdoctor, LLC, a Missouri entity (“Maker”), and Papillon Partners, Inc., a Missouri corporation, or its successors or assigns (“Holder”),
FORM OF CIRCLEUP CREDIT ADVISORS, LLCCommercial Loan Agreement • December 21st, 2017 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations • Delaware
This Commercial Loan Agreement (this “Agreement”) is entered into as of by and between DERMAdoctor, LLC, as borrower (“Borrower”) each party signatory hereto as a guarantor (each, a “Guarantor”, and together with Borrower, the “Obligors”) and CircleUp Credit Advisors, LLC a Delaware limited liability company, as lender (in such capacity, “Lender”) and agent on behalf of Lender (in such capacity, “Agent”) for the credit facility (the “Facility”) described herein.
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • April 3rd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations
This Promissory Note Extension Agreement, hereinafter referred to as “Extension Agreement,” entered into this Ninth day of October, 2017, by and between DERMAdoctor, LLC, a Missouri corporation (“Maker”), and Papillon Partners, Inc., a Missouri corporation, or its successors or assigns (“Holder”),
PROMlSSORY NOTE SECOND EXTENSION AGREEMENTPromissory Note Extension Agreement • April 3rd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations
This Promissory Note Extension Agreement, hereinafter referred to as the “Extension Agreement,” entered into this Thirteenth day of January, 2018, by and between DERMAdoctor, LLC, a Missouri corporation (“Maker”'), and Papillon Partners, Inc., a Missouri Corporation, or its successors or assigns (“Holder”),
PROMISSORY NOTE SECOND EXTENSION AGREEMENTPromissory Note Extension Agreement • May 2nd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations
This Promissory Note Extension Agreement, hereinafter referred to as “Extension Agreement,” entered into this Thirtieth day of April, 2018, by and between DERMAdoctor, LLC, a Missouri entity (“Maker”), and Papillon Partners, Inc., a Missouri corporation, or its successors or assigns (“Holder”),
AMENDED AND RESTATED OPERATING AGREEMENT OF DERMADOCTOR, LLCOperating Agreement • May 2nd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations • Missouri
THIS AMENDED AND RESTATED OPERATING AGREEMENT is made and entered into effective as of the day of , 2016 (the “Effective Date”) by and among DERMAdoctor, LLC (the “Company”) and the Persons executing this Agreement as Members on the signature page hereof or who otherwise become parties hereto in accordance with the terms hereof.
PROMlSSORY NOTE SECOND EXTENSION AGREEMENTPromissory Note Extension Agreement • May 2nd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations
This Promissory Note Extension Agreement, hereinafter referred to as the “Extension Agreement,” entered into this Thirteenth day of January, 2018, by and between DERMAdoctor, LLC, a Missouri corporation (“Maker”’), and Papillon Partners, Inc., a Missouri Corporation, or its successors or assigns (“Holder”),
PROMISSORY NOTE FOURTH EXTENSION AGREEMENTPromissory Note Extension Agreement • May 2nd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations
This Promissory Note Extension Agreement, hereinafter referred to as “Extension Agreement,” entered into this Thirtieth day of April, 2018, by and between DERMAdoctor, LLC, a Missouri entity (“Maker”), and Papillon Partners, Inc., a Missouri corporation, or its successors or assigns (“Holder”),
NON-COMPETITION AGREEMENTNon-Competition Agreement • May 2nd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations • Missouri
THIS NON-COMPETITION AGREEMENT (“Agreement”) is made and entered effective this January 1, 2016, by and between DERMAdoctor, LLC, a Missouri limited liability company (“Company”), and Jeffrey R. Kunin (“Principal”).
PROMISSORY NOTE THIRD EXTENSION AGREEMENTPromissory Note Extension Agreement • May 2nd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations
This Promissory Note Extension Agreement, hereinafter referred to as “Extension Agreement,” entered into this Fifteenth day of March, 2018, by and between DERMAdoctor, LLC, a Missouri corporation (“Maker”), and Papillon Partners, Inc., a Missouri corporation, or its successors or assigns (“Holder”),
EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2017 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations • Missouri
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made on January 1, 2016 (the “Effective Date”) by and between DERMAdoctor, LLC, a Missouri limited liability company (the “Company”), with a principal business address at 1901 McGee, Kansas City, Missouri, and the undersigned employee (the “Employee”), an individual with a residential address as set forth below the Employee’ s signature block.
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • April 3rd, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations
This Promissory Note Extension Agreement, hereinafter referred to as “Extension Agreement,” entered into this Sixth day of February, 2018, by and between DERMAdoctor, LLC, a Missouri corporation (“Maker”), and Papillon Partners, Inc., a Missouri corporation, or its successors or assigns (“Holder”),
