COMMON STOCK PURCHASE WARRANT Sugarfina CorporationSecurity Agreement • April 29th, 2024 • Sugarfina Corp • Retail-food stores
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 Going Public Date (as defined in the Purchase Agreement) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Going Public Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sugarfina Corporation, a Nevada 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).
Escrow Services AgreementEscrow Services Agreement • October 26th, 2020 • Sugarfina Corp • Retail-food stores • Nevada
This Escrow Services Agreement (this “Agreement”) is made and entered into as of 08/05/2020 by and between Prime Trust, LLC (“Prime Trust” or “Escrow Agent”), Sugarfina Holdings LLC (the “Issuer”) and StartEngine Primary LLC (the “Broker”).
POSTING AGREEMENTPosting Agreement • September 16th, 2020 • Sugarfina Holdings LLC • Retail-food stores • California
Sugarfina Holdings , LLC , a Delaware Limited Liability Company located at 1700 E Walnut Ave, 5th Floor, El Segundo CA 90245 (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its common stock, $10.00 par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 29th, 2024 • Sugarfina Corp • Retail-food stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2024 between Sugarfina Corporation, 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 26th, 2020 • Sugarfina Corp • Retail-food stores • Delaware
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.
SECURITY AGREEMENTSecurity Agreement • October 26th, 2020 • Sugarfina Corp • Retail-food stores • New York
This SECURITY AGREEMENT, dated as of October 31, 2019 (this “Agreement”), is among Sugarfina Holdings LLC, a Delaware limited liability company (the “Company” or “Debtor”) and Bristol Luxury Group, LLC (the “Secured Party”).
POSTING AGREEMENTPosting Agreement • July 30th, 2021 • Sugarfina Corp • Retail-food stores • California
Sugarfina Holdings , LLC , a Delaware Limited Liability Company located at 1700 E Walnut Ave, 5th Floor, El Segundo CA 90245 (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its common stock, $10.35 par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
LOAN AND SECURITY AGREEMENT SUGARFINA CORPORATION, a Delaware corporation, SUGARFINA IP LLC, a Delaware limited liability company, and SUGARFINA USA LLC, a Delaware limited liability company, as “Borrower”Loan and Security Agreement • September 27th, 2022 • Sugarfina Corp • Retail-food stores • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of May ___, 2022, is entered into between AUSTIN FINANCIAL SERVICES, INC., a Delaware corporation (“Lender”), and SUGARFINA CORPORATION, a Delaware corporation, SUGARFINA IP LLC, a Delaware limited liability company, SUGARFINA USA LLC, a Delaware limited liability company, SUGARFINA GLOBAL LLC, a Delaware limited liability company and SUGARFINA GLOBAL CANADA LTD, a Canadian company (individually and collectively, “Borrower”).
StartEngine Primary LLC PARTICIPATING DEALER AGREEMENT Sugarfina Corporation Common Stock July 22, 2021Participating Dealer Agreement • July 30th, 2021 • Sugarfina Corp • Retail-food stores • Virginia
The undersigned (“you”), StartEngine Primary LLC, a Delaware limited liability company (the "Placement Agent"), has entered into Exclusive Placement Agency Agreements dated 07/23/2021 with Sugarfina Corporation, a Delaware corporation (the "Company") for the sale (the "Offering") of up to 2,500,000 shares of Common Stock (the "Shares") of the Company, pursuant to which the Placement Agent has agreed to use its best efforts, together with a group of licensed securities dealers (a "Dealer" if singular or the "Dealers" if plural), to solicit offers for the purchase of the Shares. The Placement Agency Agreements are attached hereto as Exhibit A (together, the “Placement Agency Agreement”). The Company has prepared and filed an Offering Statement on Form 1-A, File No. 024-11352 (together with all supplements and amendments thereto, the "Offering Statement") with the Securities and Exchange Commission ("SEC"). The date the Offering Statement was qualified by SEC shall be referred to herein a
AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 21st, 2023 • Sugarfina Corp • Retail-food stores
This AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated and effective as of March 31, 2023, is entered into by and among SUGARFINA CORPORATION, a Delaware corporation, SUGARFINA IP LLC, a Delaware limited liability company, and SUGARFINA USA LLC, a Delaware limited liability company (individually and collectively, “Borrower”) and AUSTIN FINANCIAL SERVICES, INC., a Delaware corporation (“Lender”).
AMENDMENT NO 1. TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUGARFINA HOLDINGS LLCLimited Liability Company Agreement • April 30th, 2021 • Sugarfina Corp • Retail-food stores
This AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUGARFINA HOLDINGS LLC, a Delaware limited liability company (the “Company”), dated April 30, 2021, but effective as of September 26, 2020 (this “Amendment”) is executed on behalf of the LLC pursuant to Section 14.2 of the LLC Agreement (as defined below). Capitalized terms used and not otherwise defined herein have the meanings set forth in the LLC Agreement (as defined below).
INTERCOMPANY SUBORDINATION AGREEMENT SUGARFINA CORPORATION, a Delaware corporation, SUGARFINA IP LLC, a Delaware limited liability company, SUGARFINA USA LLC, a Delaware limited liability company, SUGARFINA GLOBAL LLC, a Delaware limited liability...Intercompany Subordination Agreement • September 27th, 2022 • Sugarfina Corp • Retail-food stores • California
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of May ___, 2022, is made by and between SUGARFINA CORPORATION, a Delaware corporation, SUGARFINA IP LLC, a Delaware limited liability company, SUGARFINA USA LLC, a Delaware limited liability company, SUGARFINA GLOBAL LLC, a Delaware limited liability company and SUGARFINA GLOBAL CANADA LTD, a Canadian company (individually and collectively, “Borrower”), BRISTOL LUXURY GROUP LLC, a Delaware limited liability company (“Parent”) (Parent and Borrower and any Affiliate who becomes are party hereto are sometimes collectively referred to herein as, “Obligors” and individually as an “Obligor”), on the one hand, and AUSTIN FINANCIAL SERVICES, INC., a Delaware corporation (“Lender”), on the other hand.
ASSET PURCHASE AGREEMENT BY AND AMONG SUGARFINA, INC. AND ITS SUBSIDIARIES AND SUGARFINA ACQUISITION CORP. October 25, 2019Asset Purchase Agreement • October 26th, 2020 • Sugarfina Corp • Retail-food stores • Delaware
This Asset Purchase Agreement (as amended, supplemented, or modified from time to time, this “Agreement”) is entered into as of October 25, 2019 (the “Execution Date”) by and among Sugarfina, Inc., a Delaware corporation, Sugarfina International, LLC, a Delaware limited liability company, and Sugarfina (Canada), Ltd., a Canadian limited company (collectively, “Seller”), and Sugarfina Acquisition Corp., a Delaware corporation (and together with its assignees or designees, as provided under Section 9.7, “Buyer”). Seller and Buyer are each referred to herein as a “Party” and collectively as the “Parties”.
OPTION AWARD AGREEMENTOption Award Agreement • April 30th, 2021 • Sugarfina Corp • Retail-food stores • Delaware
THIS OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Sugarfina Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Sugafina Holdings, Inc. 2020 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”).
Agreement and Plan of Merger by and among Boxfox, Inc., Sugarfina Corporation, Sugarfina Merger Sub One, Inc., the Founders, and the Representative named herein October 31, 2024Merger Agreement • November 5th, 2024 • Sugarfina Corp • Retail-food stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of , October 31, 2024, is made by and among (i) BoxFox Inc., a Delaware corporation (the “Company”), (ii) Sugarfina Corporation, a Delaware corporation (“Buyer”), (iii) Sugarfina Merger Sub One, Inc., a Delaware corporation and wholly-owned Subsidiary of Buyer (“Merger Sub” and, together with the Company, the “Constituent Corporations”), (iv) Chelsea Moore Shannon, an individual (“Moore”), (v) Jennifer Olivero, an individual (“Olivero” and, together with Moore, the “Founders”), and (vi) Chelsea Moore Shannon, solely in her capacity as representative as set forth in this Agreement (the “Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below. “Party” as used herein means individually, each of the Company, Buyer and Merger Sub (and all are collectively referred to herein as the “Parties”).
AGREEMENTEmployment Agreement • October 26th, 2020 • Sugarfina Corp • Retail-food stores • California
This Employment Agreement (the "Agreement") is entered into by and between Sugarfina Holdings LLC (Sugarfina), or any of its current or future subsidiaries, affiliates, successors or assigns (the "Company"), and Scott A. LaPorta (the "Executive"), and shall be effective as of November 1, 2019 (the "Effective Date").
AMENDMENTEmployment Agreement • April 21st, 2023 • Sugarfina Corp • Retail-food stores
This Amendment is entered into by and between Scott La Porta (the “Executive”) and Sugarfina Corporation (the “Company”), the successor to Sugarfina Holdings LLC, and amends the terms of the Employment Agreement (“Agreement”) between the Executive and the Company (the “Amendment”).
Explanatory Note INDEX TO EXHIBITSExhibit • December 23rd, 2021 • Sugarfina Corp • Retail-food stores
EXCHANGE AGREEMENTExchange Agreement • April 30th, 2021 • Sugarfina Corp • Retail-food stores • Delaware
This Exchange Agreement (this “Agreement”) is made and entered into as of April 30, 2021, but is effective as of September 26, 2020 (the “Effective Date”), by and between Sugarfina Holdings LLC, a Delaware limited liability company (the “Company"), and Bristol Luxury Group, LLC, a Delaware limited liability company ("BLG").
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 20th, 2021 • Sugarfina Corp • Retail-food stores • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of July 31, 2021, is entered into between Barlock 2019 Fund, LP, a Delaware limited partnership (“Seller”) and Bristol Investment Fund, Ltd., a Cayman Islands company, Vendome Trust, a trust created under an Agreement dated August 8, 2002, and Scott LaPorta, an individual (each a “Buyer” and collectively, the “Buyers”).
SERVICES AGREEMENTServices Agreement • October 26th, 2020 • Sugarfina Corp • Retail-food stores • California
This Services Agreement (the “Agreement”), dated as of July 23, 2018 (the “Effective Date”), is by and between Sugarfina, Inc. (“SGR”), a Delaware corporation with offices located at 1700 East Walnut Avenue, El Segundo, California 90245, on the one hand, and each of the following on the other hand (collectively, “JDG”): Loginam, LLC, d/b/a JD Group, a California limited liability company with offices located at 1586 Lancaster Point Way, San Diego, California 92154; Total Logistics S. de R.L. C.V., a Mexican company with offices located at Chilpancingo 91-4, CD Industrial Otay, Tijuana, Baja California, Mexico CP 22444; Logistica Integral de America, S. de R.L. C.V., a Mexican company with offices located at Calle Laguna de San Ignacio 4930, Lago Sur, Tijuana, B.C. 22217; Loginam, S. de R.L. de C.V., a Mexican company with offices located at Calle Laguna de San Ignacio 4930, Lago Sur, Tijuana, B.C. 22217; and Digixcan Paperless Solutions, S. de R.L. de C.V., a Mexican company with offic
Third Amendment to the Sugarfina USA, LLC Services AgreementServices Agreement • April 29th, 2024 • Sugarfina Corp • Retail-food stores
This agreement constitutes the third amendment (hereinafter the “Instant Agreement”) to the Services Agreement dated 23rd of July 2018 (hereinafter referred to as the “Original Service Agreement”) by and between Sugarfina USA, LLC (“SGR”), a Delaware limited liability company with offices located at5275 W Diablo Dr, Ste A1-101 Las Vegas, US-NV 89118 , and the following:
ACQUISITION TRANSACTION TERM SHEETAcquisition Transaction Term Sheet • April 21st, 2023 • Sugarfina Corp • Retail-food stores
This Acquisition Transaction Term Sheet (this “Term Sheet”) has been entered into by and between John Kelly Foods, Inc. (the “Company”) and Sugarfina Corporation (the “Buyer”) as of the date set forth on the signature page attached hereto. The parties understand and agree that, except described in Nature of Term Sheet set forth below, all matters related to the terms of the potential transaction between the parties shall be non-binding unless and until a definitive agreement (the “Acquisition Agreement”) has been executed and delivered by both parties.
Second Amendment to the Sugarfina USA, LLC Services AgreementServices Agreement • September 27th, 2022 • Sugarfina Corp • Retail-food stores
This agreement constitutes the second amendment (hereinafter the “Instant Agreement”) to the Services Agreement dated 23rd of July 2018 (hereinafter referred to as the “Original Service Agreement”) by and between Sugarfina USA, LLC (“SGR”), a Delaware limited liability company with offices located at 1700 East Walnut Avenue, El Segundo, California 90245, and the following:
