COMMON STOCK PURCHASE WARRANT KAIVAL BRANDS INNOVATIONS GROUP, INC.Common Stock Purchase Warrant • May 20th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers
THIS COMMON STOCK PURCHASE WARRANT (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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May __, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from KAIVAL BRANDS INNOVATIONS GROUP, Inc., a Delaware corporation (the “Company”), up to ____________ shares of Common Stock. (as subject to adjustment hereunder, the “Warrant Shares”) 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). The Warrant shall initially be issued and maintained in the form of a security held in book entry form at the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant,
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 25th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 21, 2024, between Kaival Brands Innovations Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 15th, 2023 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 9, 2023, by and between KAIVAL BRANDS INNOVATIONS GROUP, INC., a Delaware corporation, with headquarters located at 4460 Old Dixie Highway, Grant-Valkaria, FL 32949 (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with its address at 4700 Sheridan Street, Suite J, Hollywood, FL 33021 (the “Buyer”).
PRE- FUNDED COMMON STOCK PURCHASE WARRANT KAIVAL BRANDS INNOVATIONS GROUP, INC.Pre-Funded Common Stock Purchase Warrant • June 25th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________________ (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 hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kaival Brands Innovations Group, 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). The Warrant shall initially be issued and maintained in the form of a security held in book entry form at the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a H
COMMON STOCK PURCHASE WARRANT KAIVAL BRANDS INNOVATIONS GROUP, INC.Common Stock Purchase Warrant • June 25th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers
THIS COMMON STOCK PURCHASE WARRANT (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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June __, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from KAIVAL BRANDS INNOVATIONS GROUP, Inc., a Delaware corporation (the “Company”), up to ____________ shares of Common Stock. (as subject to adjustment hereunder, the “Warrant Shares”) 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). The Warrant shall initially be issued and maintained in the form of a security held in book entry form at the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant
KAIVAL BRANDS INNOVATIONS GROUP, INC. and VSTOCK TRANSFER, LLC, as Warrant AgentWarrant Agency Agreement • October 4th, 2021 • Kaival Brands Innovations Group, Inc. • Blank checks • California
WARRANT AGENCY AGREEMENT, dated as of September 29, 2021 (“Agreement”), between Kaival Brands Innovations Group, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Vstock Transfer, LLC, a limited liability company organized under the laws of California (the “Warrant Agent”).
KAIVAL BRANDS INNOVATIONS GROUP, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIESIndenture • July 30th, 2021 • Kaival Brands Innovations Group, Inc. • Blank checks • New York
INDENTURE, dated as of [●], 20[●], among Kaival Brands Innovations Group, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
KAIVAL BRANDS INNOVATIONS GROUP, INC AMENDED AND RESTATED BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • April 25th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers
The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 1(c) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with losses, claims, damages, expenses or liabilities resulting from the registration of the Company’s securities, in no event shall Indemnitee be required to contribute any amount under this Section 1(c) in excess of the lesser of (i) that proportion of the total of such losses,
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • May 29th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers
WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of May __, 2024 (the “Issuance Date”) between Kaival Brands Innovations Group, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and vStock Transfer LLC. (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May [___], 2024, between Kaival Brands Innovations Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Kaival Brands Innovations Group, Inc.Placement Agent Agreement • June 25th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 5th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Kaival Brands Innovations Group, Inc. (the “Company”) located at 4460 Old Dixie Highway, Grant-Valkaria, Florida 32949, and Mr. Eric Morris(“Executive”) (each a “Party” and collectively the “Parties”) on this 29th day of October2024 (“Signing Date”).
AMENDED AND RESTATED INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • July 23rd, 2021 • Kaival Brands Innovations Group, Inc. • Blank checks • Delaware
THIS AMENDED AND RESTATED INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is entered into on March 29, 2021, and effective on March 17, 2021 (the “Effective Date”), by and between Kaival Brands Innovations Group, a Delaware corporation (the “Company”), and Paul Reuter (the “Director”).
AMENDED AND RESTATED NON-EXCLUSIVE SUB-DISTRIBUTION AGREEMENTNon-Exclusive Sub-Distribution Agreement • May 27th, 2020 • Kaival Brands Innovations Group, Inc. • Blank checks • Florida
THIS AMENDED AND RESTATED NON-EXCLUSIVE SUB-DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of the 21ST of May, 2020, and is effective as of the 3RD day of April, 2020 (the “Effective Date”) by and between KAIVAL BRANDS INNOVATIONS GROUP, INC., a Delaware corporation (“Distributor”), and FAVS BUSINESS, LLC, a Georgia limited liability company (“Sub-Distributor”). Distributor and Sub-Distributor are each referred to herein as a “Party” and collectively, the “Parties.”
SECOND AMENDED AND RESTATED EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • April 21st, 2021 • Kaival Brands Innovations Group, Inc. • Blank checks • Florida
THIS SECOND AMENDED AND RESTATED EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of April 20, 2021 (the “Effective Date”) by and between BIDI VAPOR, LLC, a Florida limited liability company (“Manufacturer”), and KAIVAL BRANDS INNOVATIONS GROUP, INC., a Delaware corporation (“Distributor”). Manufacturer and Distributor are each referred to herein as a “Party” and collectively, the “Parties.”
KAIVAL BRANDS INNOVATIONS GROUP, INC. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • June 3rd, 2020 • Kaival Brands Innovations Group, Inc. • Blank checks • Delaware
This RESTRICTED STOCK UNIT AGREEMENT is entered into as of the Grant Date specified on Exhibit A by and between KAIVAL BRANDS INNOVATIONS GROUP, INC., a Delaware corporation (the “Company”), and the UNDERSIGNED EMPLOYEE (“Employee”).
4,700,000 Shares of Common Stock and Warrants to Purchase 3,525,000 Shares of Common Stock KAIVAL BRANDS INNOVATIONS GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2021 • Kaival Brands Innovations Group, Inc. • Blank checks • New York
Kaival Brands Innovations Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, (this “Agreement”), to sell to you, Maxim Group LLC (“Maxim” or the “Underwriter”), an aggregate of 4,700,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and warrants to purchase 3,525,000 shares of Common Stock at an exercise price of $1.90 per share (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). In addition, the Company proposes to grant to the Underwriter an option to purchase up to an additional 705,000 shares of Common Stock (the “Option Shares”) and/or up to an additional warrants to purchase an additional 528,750 shares of Common Stock the “Option Warrants” and together with the Option Shares, the “Option Securities”) from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Securities. The Firm Securit
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 25th, 2019 • Quick Start Holdings, Inc. • Blank checks • Florida
This Share Purchase Agreement is made and entered into as of the 6th day of February, 2019 (this “Agreement”), by and between GMRZ Holdings, LLC, a Nevada limited liability company (the “Seller” or “GMRZ”), Kaival Brands Innovations Group, LLC, a Delaware limited liability company (the “Purchaser”), and Quick Start Holdings, Inc., a Delaware corporation (“QSHI”).
SECOND AMENDMENT TO SERVICE AGREEMENTService Agreement • June 21st, 2021 • Kaival Brands Innovations Group, Inc. • Blank checks • Florida
This Second Amendment to Service Agreement (this “Second Amendment”), effective as of March 16, 2021 (“Second Amendment Effective Date”), is by and between KAIVAL BRANDS INNOVATIONS GROUP, INC., a Delaware corporation (the “Client”), and QUIKFILLRX LLC, a Florida limited liability company (the “Contractor”).
AMENDMENT TO AMENDED AND RESTATED INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • July 23rd, 2021 • Kaival Brands Innovations Group, Inc. • Blank checks
THIS AMENDMENT TO AMENDED AND RESTATED INDEPENDENT DIRECTOR AGREEMENT (this “Amendment”) is entered into on July 19, 2021 (the “Amendment Effective Date”), by and between Kaival Brands Innovations Group, a Delaware corporation (the “Company”), and Roger Brooks (the “Director”).
SERVICE AGREEMENTService Agreement • April 1st, 2020 • Kaival Brands Innovations Group, Inc. • Blank checks • Florida
WHEREAS, the Client desires to engage the Contractor to provide the Services (as defined herein) to the Client and the Contractor is willing to provide the Services to the Client on the terms and subject to the conditions set forth in this Agreement.
OFFICE / WAREHOUSE / EQUIPMENT LEASEOffice/Warehouse/Equipment Lease • June 21st, 2022 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • Florida
THIS OFFICE / WAREHOUSE / EQUIPMENT LEASE (the “Lease”) is made and entered into as of June 10, 2022 (the “Effective Date”), by and between JUST PICK, LLC, a Florida limited liability company (“Landlord”), as landlord, and KAIVAL BRANDS INNOVATIONS GROUP, INC., a Delaware corporation (“Tenant”), as tenant.
CONSULTING AGREEMENTConsulting Agreement • June 21st, 2021 • Kaival Brands Innovations Group, Inc. • Blank checks • Florida
This Consulting Agreement (this “Agreement”) is made and entered into as of March 16, 2021, by and between Kaival Brands Innovations Group, Inc., a Delaware corporation (the “Company”), and Russell Quick (“Consultant”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • November 5th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers
THIS INDEPNDENT CONTRACTOR AGREEMENT (this “Agreement”) is made and entered into by and between Kaival Brands Innovations Group, Inc. (the “Company”) located at 4460 Old Dixie Highway, Grant-Valkaria, Florida 32949, and Mr. Mark Thoenes (“Consultant”) (each a “Party” and collectively the “Parties”) on this 30th day of October 2024 (“Signing Date”).
LOCK-UP AGREEMENTLock-Up Agreement • September 27th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2024 by and among (i) Delta Corp Holdings Limited, a company incorporated in England and Wales (together with its successors and assigns, “Delta”), (ii) Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) Kaival Brands Innovations Group, Inc., a Delaware corporation (“KAVL”), and (iv) the undersigned holder of KAVL securities (“Holder”). Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such term in the Transaction Agreement (as defined below).
DEED OF LICENSING AGREEMENTLicensing Agreement • June 21st, 2022 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • England and Wales
PATENT CONTRIBUTION AGREEMENTPatent Contribution Agreement • September 28th, 2020 • Kaival Brands Innovations Group, Inc. • Blank checks • Delaware
This PATENT COntribution agreement (this “Agreement”) is made and entered as of this 28th day of September, 2020 (the “Effective Date”) and is between KAIVAL BRANDS INNOVATIONS GROUP, INC., a Delaware corporation (“KAVL”), KAIVAL LABS, Inc., a Delaware corporation (“Kaival Labs”), and NEXT GENERATION LABS, LLC, a California limited liability company (“NGL”).
AMENDED AND RESTATED BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • April 25th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee hereby agree as follows:
THIRD AMENDED AND RESTATED EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • June 21st, 2022 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • Florida
THIS THIRD AMENDED AND RESTATED EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of June 10, 2022 (the “Effective Date”), by and between BIDI VAPOR, LLC, a Florida limited liability company (“Manufacturer”), and KAIVAL BRANDS INNOVATIONS GROUP, INC., a Delaware corporation (“Distributor”). Manufacturer and Distributor are each referred to herein as a “Party” and collectively, the “Parties.”
CERTAIN IDENTIFIED INFO RMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] identifies that information has been redacted from this exhibit.Licensing Agreement • September 19th, 2023 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers
LICENSE AGREEMENTLicense Agreement • June 21st, 2022 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • Florida
THIS LICENSE AGREEMENT (this “Agreement”) is entered into this 10th day of June, 2022 (the “Effective Date”), by and between BIDI VAPOR, LLC, a Florida limited liability company (“Licensor”), KAIVAL BRANDS INTERNATIONAL, LLC, a Delaware limited liability company (“Licensee”), and KAIVAL BRANDS INNOVATIONS GROUP, INC., a Delaware corporation (“KBIG”), solely for purposes of Sections 4(i) and 4(j) only. Licensor and Licensee are, at times, each individually referred to in this Agreement as a “Party”, and collectively as the “Parties”.
MERGER AND SHARE EXCHANGE AGREEMENT by and among Delta Corp Holdings LIMITED, as Delta, DELTA CORP HOLDINGS LIMITED, as Pubco, KAVL MERGER SUB INC., as Merger Sub, KAIVAL BRANDS INNOVATIONS GROUP, INC., as KAVL and THE SHAREHOLDERS OF DELTA NAMED...Merger and Share Exchange Agreement • September 27th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • New York
This MERGER AND SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2024, by and among (i) Delta Corp Holdings Limited, a company incorporated in England and Wales (together with its successors and assigns, “Delta”), (ii) Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) KAVL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) Kaival Brands Innovations Group, Inc., a Delaware corporation (“KAVL”), and (v) each of the holders of outstanding capital stock of Delta named on Annex I hereto (collectively, the “Sellers”). Delta, Pubco, Merger Sub, KAVL and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Article XIII hereof.
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • March 17th, 2023 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers
This Amendment to Consulting Agreement (“Amendment”) is entered into as of March 3, 2023 (“Effective Date”) and is between Kaival Brands Innovations Group, Inc., a Delaware corporation (the “Company”) and Mark L. Thoenes/MLT Consulting Services, LLC (the “Consultant”) (the Company and Consultant are each a “Party” and collectively the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • July 1st, 2021 • Kaival Brands Innovations Group, Inc. • Blank checks • Oregon
This Consulting Agreement (“Agreement”) is made and entered into as of the 14th day of June, 2021 (the “Effective Date”) by and between Kaival Brands Innovations Group, Inc. (the “Company”), and Mark L. Thoenes/MLT Consulting Services, LLC (the “Consultant”).
SHARE CANCELLATION AND EXCHANGE AGREEMENTShare Cancellation and Exchange Agreement • August 21st, 2020 • Kaival Brands Innovations Group, Inc. • Blank checks
This SHARE CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”), dated August 19, 2020 (the “Effective Date”), by and between Kaival Brands Innovations Group, Inc., a Delaware corporation (the “Company”), and Kaival Holdings, LLC, a Delaware limited liability company (the “Stockholder”). The Company and Stockholder are also hereinafter individually and jointly referred to as “Party” or “Parties.”
