CARILOHA, INC. UNDERWRITING AGREEMENT [●] Shares of Common StockUnderwriting Agreement • February 2nd, 2022 • Cariloha, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
Cariloha, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”, or each, and “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”) an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. Cariloha Holdings, LLC, a stockholder of the Company (the “Selling Stockholder”) proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 5 hereof, up to an additional [●] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below in Section 5(e)) and the Underwriter Warrant Shares (as defined below in Section 3(a)(vi)) are collectively referred to as
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • February 11th, 2022 • Cariloha, Inc. • Apparel & other finishd prods of fabrics & similar matl • Utah
This EQUITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 5, 2019, to be effective as of January 1, 2019, by and between Cariloha, LLC, a Utah limited liability company (“Buyer”), and Del Sol, LC, a Utah limited liability company (“Seller”).
VENDOR AGREEMENTVendor Agreement • January 21st, 2022 • Cariloha, LLC • Apparel & other finishd prods of fabrics & similar matl • Utah
This Vendor Agreement (the “Agreement”) is made and effective as of the Effective Date by and between Cariloha, LLC, a Utah limited liability company (the “Company”) and Vendor. Capitalized terms not otherwise defined herein have the meanings set forth on Exhibit A attached hereto, which is incorporated into this Agreement by this reference.
Registration Rights AgreementRegistration Rights Agreement • January 21st, 2022 • Cariloha, LLC • Apparel & other finishd prods of fabrics & similar matl • Utah
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 18, 2022, is by and between Cariloha, LLC, a Utah limited liability company (including its successors by merger, acquisition, reorganization, exchange, conversion, reincorporation, or otherwise, the “Company”), and each investor signatory hereto (each an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2022 • Cariloha, LLC • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Agreement is made and entered into as of _________________ between Cariloha, Inc., a Delaware corporation (the “Corporation”), and _______________ as a director of the Corporation (“Director”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2022 • Cariloha, LLC • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Agreement is made and entered into as of _________________ between Cariloha, Inc., a Delaware corporation (the “Corporation”), and _______________ as an officer of the Corporation (“Officer”).
