REPURCHASE AGREEMENTRepurchase Agreement • March 11th, 2024 • Axil Brands, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 5, 2024 (the “Effective Date”) by and between AXIL Brands, Inc., a Delaware corporation (the “Company”), and L GRANT FOSTER TTEE - THE WILLIAMS FAMILY IRREVOCABLE TRUST (the “Stockholder”). The parties are sometimes referred to herein individually by name or as a “Party,” and collectively as the “Parties.”
Borrower: REVIV3 PROCARE COMPANY Secured Party: The Small Business Administration, an Agency of the U.S. Government Date: 05.18.2020 Note Amount: $150,000.00Reviv3 Procare Co • August 25th, 2022 • Perfumes, cosmetics & other toilet preparations
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 27th, 2023 • Reviv3 Procare Co • Perfumes, cosmetics & other toilet preparations • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2023, by and between Reviv3 Procare Company, a Delaware corporation (the “Company”), and Monica Diaz Brickell, a California resident (the “Executive”).
ASSET PURCHASE AGREEMENT among REVIV3 PROCARE COMPANY, REVIV3 ACQUSITION CORPORATION, AXIL & ASSOCIATED BRANDS CORP., and CERTAIN STOCKHOLDERS OF AXIL & ASSOCIATED BRANDS CORP. May 1, 2022Asset Purchase Agreement • June 22nd, 2022 • Reviv3 Procare Co • Perfumes, cosmetics & other toilet preparations • California
This Asset Purchase Agreement (this “Agreement”) is made and entered into on May 1, 2022, by and among (a) Reviv3 Procare Company, a Delaware corporation (“Parent”), (b) Reviv3 Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Buyer,”) and together with Parent, the “Buying Parties”), (c) Axil & Associated Brands Corp., a Delaware corporation, (“Seller”), and (c) solely for purposes of Sections 3.32, 7.2, 7.7 and Article 8 of this Agreement, Teton 360 LLC, a Utah limited liability company, CBGK Consulting, LLC, a Delaware limited liability company, and Mowyco, LLC, a Utah limited liability company, (collectively the “Key Stockholders”).
EXHIBIT A Form of Securities Purchase AgreementPrivate Placement Subscription Agreement • March 3rd, 2023 • Reviv3 Procare Co • Perfumes, cosmetics & other toilet preparations • Delaware
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES TO AN OFFERING OF COMMON STOCK RELYING UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL SECURITIES LAWS PURSUANT TO SECTION 4(2) AND/OR RULE 506 OF REGULATION D (“REGULATION D”) AS PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NONE OF THE SHARES OF COMMON STOCK TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
CLAWBACK POLICY OFFICER ACKNOWLEDGEMENT AND AGREEMENT PERTAINING TO CLAWBACK POLICYOfficer Acknowledgement and Agreement • August 15th, 2024 • Axil Brands, Inc. • Perfumes, cosmetics & other toilet preparations
This Acknowledgement and Agreement (the “Acknowledgement”) is delivered by the undersigned officer (“Executive”), as the date set forth below, to AXIL Brands, Inc., a Delaware corporation (the “Company”). Executive is an officer (as defined under Section 16 of the Securities Exchange Act of 1934, as amended) of the Company and an employee of the Company or one of its subsidiaries.
CONSULTING AGREEMENTConsulting Agreement • May 29th, 2024 • Axil Brands, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
THIS CONSULTING AGREEMENT (the “Agreement”) made this 28th day of May 2024 by and between AXIL Brands, Inc. (f/k/a Reviv3 Procare Company), (the “Company”) and Monica Diaz Brickell (“Consultant”) (together, the “Parties”).
REVIV3 PROCARE CONTRIBUTION AGREEMENTContribution Agreement • October 6th, 2017 • Reviv3 Procare Co • Delaware
This Contribution Agreement (“Agreement”), dated as of June 1, 2015, is made by and between REVIV3 PROCARE, LLC, a Delaware limited liability company (“Transferor”), and REVIV3 PROCARE COMPANY, a Delaware corporation (“Transferee”).
FIRST AMENDMENT TO LEASETo Lease • August 25th, 2022 • Reviv3 Procare Co • Perfumes, cosmetics & other toilet preparations
This First Amendment to Lease (the “First Amendment”) is dated for reference purposes the 12th day of September, 2019 and is entered into by and between ACEM, LLC, a California limited liability company (“Landlord”), and REVIV3 PORCARE COMPANY, a Delaware corporation (“Tenant”), with reference to the following recitals.
AXIL BRANDS, INC.Stock Option Agreement • October 10th, 2024 • Axil Brands, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
Unless otherwise defined herein, capitalized terms in this Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the AXIL BRANDS, INC. 2022 Equity Incentive Plan (as amended from time to time)(the “Plan”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 29th, 2024 • Axil Brands, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This is a Separation Agreement and Release (“Agreement”) between the AXIL Brands, Inc. (f/k/a Reviv3 Procare Company), (the “Company”) and Monica Diaz Brickell (“Executive”) (together, the “Parties”).
REVIV3 PROCARE CO.Stock Option Agreement • August 21st, 2023 • Reviv3 Procare Co • Perfumes, cosmetics & other toilet preparations • Texas
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the REVIV3 PROCARE CO. 2022 Equity Incentive Plan (as amended from time to time)(the “Plan”).
AMENDMENT NUMBER 1 TOAsset Purchase Agreement • June 22nd, 2022 • Reviv3 Procare Co • Perfumes, cosmetics & other toilet preparations
This AMENDMENT NUMBER 1 TO Asset Purchase Agreement (this "Amendment") is made effective as of June 10, 2022 and amends that certain Asset Purchase Agreement dated May 1, 2022 (the “Purchase Agreement”), by and among (a) Reviv3 Procare Company, a Delaware corporation, (b) Reviv3 Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Reviv3 Procare Company, (c) Axil & Associated Brands Corp., a Delaware corporation, and (d) solely for purposes of Sections 3.32, 7.2, 7.7 and Article 8 of the Purchase Agreement, Teton 360 LLC, a Utah limited liability company, CBGK Consulting, LLC, a Delaware limited liability company, and Mowyco, LLC, a Utah limited liability company.
VOTING AGREEMENTVoting Agreement • June 22nd, 2022 • Reviv3 Procare Co • Perfumes, cosmetics & other toilet preparations • Delaware
This Voting Agreement (this “Agreement”) is entered into effective as of June 16, 2022 (the “Effective Date”) by and between Reviv3 Procare Company, a Delaware corporation (the “Company”), Intrepid Global Advisors, a Delaware corporation (“Intrepid”), and Axil & Associated Brands Corp., a Delaware corporation (“Axil”), with reference to the following:
