REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2022 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Nevada
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 7, 2022, is entered into by and between BETTER FOR YOU WELLNESS, INC., a Nevada corporation (the "Company"), and MAST HILL FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the "Investor"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 9th, 2021 • Fast Track Solutions, Inc. • Blank checks • Nevada
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of April 26, 2021, by and among Sauer Energy, Inc., a Nevada corporation (“Predecessor”), Fast Track Solutions, Inc., a Nevada corporation (“Successor”) and a direct, wholly owned subsidiary of Predecessor, and Fast Track Merger Sub, Inc., a Nevada corporation (“Merger Sub”) and a direct, wholly owned subsidiary of Successor.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2022 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Nevada
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of June 7, 2022, by and between BETTER FOR YOU WELLNESS, INC., a Nevada corporation, with headquarters located at 1349 East Broad Street, Columbus, OH 43205 (the "Company"), and Mast Hill Fund, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the "Buyer").
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • September 2nd, 2021 • Fast Track Solutions, Inc. • Blank checks • Nevada
THIS AGREEMENT is made and entered into effective as of August 28, 2021 (the “Effective Date”), by and between Fast Track Solutions, Inc., a Nevada corporation (the “Company”) with its principal place of business located at 1349 East Broad Street, Columbus, OH 43205, and David H. Deming, an individual (“Director”) with his principal residence at ______________________________________________.
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • October 5th, 2023 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Nevada
THIS AGREEMENT is made and entered into effective as of October 1, 2023 (the “Effective Date”), by and between Better For You Wellness, Inc., a Nevada corporation (the “Company”) with its principal place of business located at 1349 East Broad Street, Columbus, OH 43205, and Joseph Watson, an individual (“Director”) with their principal residence at 425 Larrick Lane, Chillicothe, Ohio 45601.
DEFERRED COMPENSATION CONVERSION AGREEMENTDeferred Compensation Conversion Agreement • July 19th, 2023 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations
THIS DEFERRED COMPENSATION CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of July 18, 2023 (the “Effective Date”), between Better For You Wellness, Inc., a Nevada corporation (the “Company”), and Ian James (the “Executive” and, together with the Company, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 19th, 2022 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Nevada
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of April 12, 2022, by and between BETTER FOR YOU WELLNESS, INC., a Nevada corporation, with headquarters located at 1349 East Broad Street, Columbus, OH 43205 (the "Company"), and Mast Hill Fund, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the "Buyer").
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 4th, 2021 • Fast Track Solutions, Inc. • Blank checks • Nevada
This Share Purchase Agreement is made and entered into as of the 19th day of July, 2021 (this “Agreement”), by and between CRS Consulting, LLC, a Wyoming Limited Liability Company (the “Seller”), Green Ohio Ventures, LLC, an Ohio Limited Liability Company, Ian James and Stephen Letourneau (collectively the “Purchasers”), and Fast Track Solutions, Inc., a Nevada Corporation (“FTRK” or the “Corporation”). Altogether, (the “Parties”).
COMMON STOCK PURCHASE WARRANT BETTER FOR YOU WELLNESS, INC.Better for You Wellness, Inc. • April 20th, 2022 • Perfumes, cosmetics & other toilet preparations • Nevada
This COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received (in connection with the execution of the Purchase Agreement (as defined below)), MacRab LLC, a Florida limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from Better For You Wellness, Inc., a Nevada corporation (the "Company"), 1,785,714 shares of Common Stock (the "Warrant Shares") (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain standby equity commitment agreement dated April 11, 2022, by and among the Company and the Holder (the "Purchase Agreement").
DEFERRED COMPENSATION CONVERSION AGREEMENTDeferred Compensation Conversion Agreement • March 5th, 2024 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations
THIS DEFERRED COMPENSATION CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2024 (the “Effective Date”), between Better For You Wellness, Inc., a Nevada corporation (the “Company”), and Ian James (the “Executive” and, together with the Company, the “Parties”).
EMPLOYMENT CONTRACTEmployment Contract • July 26th, 2022 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Ohio
This Employment Contract (this "Contract") is made effective as of July 21, 2022, by and between Better For You Wellness, Inc. (the COMPANY) of 1349 East Broad Street, Columbus, Ohio, 43205 United States and Stephen Letourneau (EMPLOYEE) of 1349 East Broad Street, Columbus, OH 43205, United States.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 5th, 2023 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Ohio
This Asset Purchase Agreement (“Agreement”) is made and effective as of the 4th day of December 2023 (“Effective Date”) by and between Better For You Wellness, Inc., a Nevada Corporation (“Buyer”), and The Ideation Lab, LLC, an Ohio Limited Liability Company, with a principal address of 1349 East Broad Street, Columbus, OH 43205 (“Seller”).
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • September 2nd, 2021 • Fast Track Solutions, Inc. • Blank checks • Nevada
THIS AGREEMENT is made and entered into as of August 31, 2021, by and between Better For You Wellness, Inc., a Nevada corporation formerly known as Fast Track Solutions, Inc. (the “Company”) with its principal place of business located at 1349 East Broad Street, Columbus, OH 43205, and Montel Williams, an individual (“Director”) with their principal residence at ______________________________________.
LOAN CONVERSION AGREEMENTLoan Conversion Agreement • July 19th, 2023 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations
This Loan Conversion Agreement (the “Agreement”) is entered into effective as of July 18, 2023, by and between David Deming (“Investor”) and Better For You Wellness Inc., a Nevada corporation (the “Company”), with reference to the following facts:
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 2nd, 2022 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made as of April 29, 2022 by and between BETTER FOR YOU WELLNESS, INC., a Nevada corporation ("Buyer"), on the one hand, and AMANDA CAYEMITTE ("Amanda") and YAPO M'BE ("Yapo", together with Amanda, the "Sellers"), and MANGO MOI, LLC, an Illinois limited liability company ("MML," and together with Sellers, the "Seller Parties" and all of them together with Buyer, the "Parties" and each, individually, a "Party"), on the other hand.
AMENDMENT #1 TO THE PROMISSORY NOTE ISSUED ON APRIL 12, 2022Better for You Wellness, Inc. • October 19th, 2022 • Perfumes, cosmetics & other toilet preparations
THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into as of October 11, 2022 (the “Effective Date”), by and between BETTER FOR YOU WELLNESS, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).
COMMON SHARE OPTION CANCELLATION AND FORFEITURE AGREEMENTCommon Share Option Cancellation and Forfeiture Agreement • July 13th, 2022 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Nevada
This Common Share Option Cancellation, Forfeiture Agreement (hereinafter "Agreement"), dated as of June 30, 2022, and effective as of the Effective Date (as defined herein), is made between Better For You Wellness, Inc. (the "Company") and Dr. Nicola Finley, MD (the "Optionee").
AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAmended and Restated Asset Purchase Agreement • March 28th, 2024 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Ohio
This Amended and Restated Asset Purchase Agreement (“Agreement”) is made and is effective as of December 4, 2023 (“Effective Date”) by and between Better For You Wellness, Inc., a Nevada Corporation (“Buyer”), and The Ideation Lab, LLC, an Ohio Limited Liability Company, with a principal address of 1349 East Broad Street, Columbus, OH 43205 (“Seller”). Each of the Buyer and the Seller, a “Party,” and, together, the “Parties.”
AGREEMENT TO TERMINATE AMENDED AND CORRECTED EQUITY PURCHASE AGREEMENT (THE "EQUITY PURCHASE AGREEMENT")Agreement to Terminate Amended and Corrected Equity Purchase Agreement • April 19th, 2022 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations
Effective as of April ________, 2022 (the "Effective Date"), Better For You Wellness, Inc., a Nevada Corporation ("BFYW"); and Williamsburg Venture Holdings, LLC, an Nevada Limited Liability Corporation ("WVH"), enter into and agree as provided in this Agreement to Terminate Amended and Corrected Equity Purchase Agreement (the "Equity Purchase Agreement") which was entered into December 3, 2021, and further forfeiture of the 7,048,873 Commitment Shares issued to WVH pursuant to the Equity Purchase Agreement.
AMENDMENT #1 TO THE PROMISSORY NOTE ISSUED ON JUNE 7, 2022Better for You Wellness, Inc. • October 19th, 2022 • Perfumes, cosmetics & other toilet preparations
THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into as of October 11, 2022 (the “Effective Date”), by and between BETTER FOR YOU WELLNESS, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).
AMENDMENT #1 TO THE PROMISSORY NOTE ISSUED ON JUNE 7, 2022Better for You Wellness, Inc. • September 27th, 2023 • Perfumes, cosmetics & other toilet preparations
THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into as of September 18, 2023 (the “Effective Date”), by and between BETTER FOR YOU WELLNESS, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).
STANDBY EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • April 20th, 2022 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Nevada
This standby equity commitment agreement is entered into as of April 11, 2022 (this "Agreement"), by and between Better For You Wellness, Inc., a Nevada corporation (the "Company"), and MacRab LLC, a Florida limited liability company (the "Investor").
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • September 19th, 2023 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Ohio
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of September 18, 2023 by and between BETTER FOR YOU WELLNESS, INC., a Nevada corporation (“Buyer”), THE IDEATION LAB, LLC, an Ohio limited liability company (“TIL”) and TIL shareholders (the “Sellers”) (collectively TIL and together with Sellers, the “Sellers Parties” and all of them together with Buyer, the “Parties” and each, individually, a “Party”).
AMENDMENT #2 TO THE PROMISSORY NOTE ISSUED ON APRIL 12, 2022Better for You Wellness, Inc. • September 27th, 2023 • Perfumes, cosmetics & other toilet preparations
THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into as of September 18, 2023 (the “Effective Date”), by and between BETTER FOR YOU WELLNESS, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).
Monday, May 2, 2022Better for You Wellness, Inc. • May 5th, 2022 • Perfumes, cosmetics & other toilet preparations
Further to our recent meetings, discussions, correspondence, and preliminary due diligence activities conducted to date, we are pleased to provide this non-binding Letter of Intent (the "LOI") outlining the principal terms and conditions on which Better For You Wellness, Inc. (the "Purchaser") is prepared to enter into a formal Purchase and Sale Agreement for all the issued and outstanding shares of Ironwood Clay Co Inc. (the "Company") on a cash-free and debt-free basis.
BETTER FOR YOU WELLNESS, INC. PARENT COMPANY OF MANGO MOI LLC LOAN REPAYMENT AGREEMENTRepayment Agreement • October 19th, 2022 • Better for You Wellness, Inc. • Perfumes, cosmetics & other toilet preparations
On October 18, 2021, Mango Moi, LLC entered into a Loan Agreement with Gushy Joseph (“Holder”) in which a total of Thirty-Five Thousand Dollars ($35,000) (“Loan”) was due and payable to Holder.
Re: Finder's Fee AgreementBetter for You Wellness, Inc. • April 19th, 2022 • Perfumes, cosmetics & other toilet preparations • New York
As you know, Better For You Wellness Inc. (the "Issuer"), has expressed an interest in obtaining private equity or debt capital for various purposes. This letter agreement ("Agreement") sets forth the terms and conditions upon which J.H. Darbie & Co., Inc. ("Darbie"), will introduce the Issuer to third-party investors (each, an "Introduced Party").
Better For You Wellness Inc. 1349 East Broad Street Columbus, OH 43205Better for You Wellness, Inc. • April 20th, 2022 • Perfumes, cosmetics & other toilet preparations • New York
This letter will confirm the understanding and agreement (the "Agreement") between J H Darbie & Co., Inc. ("Darbie"), and Better For You Wellness Inc. (the "Company"), as follows:
