UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New York
The undersigned, Unifoil Holdings, Inc., a New Jersey corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
ContractWarrant Agreement • September 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New York
THESE WARRANTS AND ANY SHARES ACQUIRED UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES MAY NOT BE EXERCISED OR TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT CERTIFICATE, AND NO EXERCISE OR TRANSFER OF THESE WARRANTS OR TRANSFER OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH.
Employment AgreementEmployment Agreement • June 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New Jersey
This Employment Agreement (the “Agreement”) is made and entered into as of January 01, 2023, by and between James Bosco (the “Executive”) and Unifoil Holdings, Inc., a NJ corporation (the “Company”). This Agreement shall be effective as of the date listed above (the “Effective Date”).
Amended and Restated Agreement for Cancellation of Debt in Exchange for StockAgreement for Cancellation of Debt in Exchange for Stock • January 18th, 2024 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New Jersey
This Amended and Restated Agreement for Cancellation of Debt in Exchange for Stock (this “Agreement”) superseding and amending a prior Agreement for Cancellation of Debt in Exchange for Stock, is entered into effective as of November 1, 2023 between and among UNIFOIL CORPORATION, a New Jersey corporation (“Unifoil”), UNIFOIL HOLDINGS, INC. (“UHI,” the sole shareholder of Unifoil) and Joseph Funicelli (“Funicelli,” and together with the UHI and Unifoil, the “Parties”).
ContractCommon Stock Purchase Warrant • September 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD SECURITIES, LLC.
Subscription AgreementSubscription Agreement • June 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • Delaware
Subscription. The undersigned (sometimes referred to herein as the “Investor” or “Subscriber”) hereby subscribes for and agrees to purchase the principal amount of the Notes (as defined below) of Unifoil Holdings, Inc.. (the “Company” or “Unifoil ”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto, on the terms and conditions described herein and in Exhibits A, B, C, D, E, and F hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company is seeking to raise, through a private placement of the Notes pursuant to Rule 506(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), up to $2,500,000 principal amount of Notes (the “Maximum Offering Amount”) in this Offering. The minimum amount of investment required from any one subscriber to participate in this Offering is $25,000, however, the Company reserves the right, in its sole discretion, to accept subscrip
Amended and Restated Agreement for Cancellation of Debt in Exchange for StockAgreement for Cancellation of Debt in Exchange for Stock • January 18th, 2024 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New Jersey
This Amended and Restated Agreement for Cancellation of Debt in Exchange for Stock (this “Agreement”), is entered into effective as of November 1, 2023 and amends and supersedes a prior Agreement for Cancellation of Debt in Exchange for Stock between and among UNIFOIL CORPORATION, a New Jersey corporation (“Unifoil”), UNIFOIL HOLDINGS, INC. (“UHI,” the sole shareholder of Unifoil) and Raghunathan Sarma (“Sarma,” and together with the UHI and Unifoil, the “Parties”).
AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • June 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New Jersey
Investor Rights And Lock-Up AgreementInvestor Rights and Lock-Up Agreement • June 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ___________________, 2022 by and between Unifoil Holdings, Inc., a New Jersey corporation (the “Company”), and the investor on the signature page hereto.
to the Lease Agreement of 01.04.2016, concluded in Gdansk on 08.01.2019Lease Agreement • June 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes)
This Annex changes the content of § 2 point 1, § 3 point 7, § 4 point 1 and § 5 point 1 of the Lease Agreement of April 1, 2016. In addition, § 2 of the Agreement receives point 7. The points are replaced by the following:
Addendum to the Investor Package dated as of September 20, 2022 and Exhibit E (Form of Convertible Note) and Exhibit G (Subscription Agreement) TheretoAddendum to the Investor Package • June 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes)
This Addendum to (i) the Investor Package dated as of September 20, 2022 (the “Investor Package”) with respect to an offering by Unifoil Holdings, Inc. (“Unifoil” or the “Company”) of its 10% convertible promissory notes, (ii) the Convertible Note, dated ____________, 2022 (the “Note”), issued by Unifoil (the “Maker”), to (the “Subscriber”), or registered assigns (together with the Subscriber, the “Holder”), and (iii) the Subscription Agreement, dated as of ____________, 2022, by and between Unifoil and the Subscriber (the “Subscription Agreement”), is made for the purpose of amending the provisions set forth below, which are included in the Investor Package, the Note and the Subscription Agreement, as specified herein.
Amended and Restated Agreement for Cancellation of Debt in Exchange for StockAgreement for Cancellation of Debt in Exchange for Stock • January 18th, 2024 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New Jersey
This Agreement for Cancellation of Debt in Exchange for Stock (this “Agreement”) superseding and amending a prior Agreement for Cancellation of Debt in Exchange for Stock, is entered into effective as of November 1, 2023 between and among UNIFOIL CORPORATION, a New Jersey corporation (“Unifoil”), UNIFOIL HOLDINGS, INC. (“UHI,” the sole shareholder of Unifoil) and George Barenholtz (“Barenholtz,” and together with the UHI and Unifoil, the “Parties”).
Annex no. 4 to the Lease Agreement of 01.04.2016, concluded in Gdańsk on 22.11.2021Lease Agreement • June 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes)
SKKW SA, with its registered office in Gdańsk (post code: 80-717) ul. Miałki Szlak 52, registered in the National Court Register under KRS number 0000732544, NIP [Tax ID No.]: 5832997845, Regon [Business Statistical No.]: 220483407, share capital: PLN 15,000,000.00, represented by:
IRREVOCABLE VOTING PROXY AGREEMENTIrrevocable Voting Proxy Agreement • June 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New Jersey
This IRREVOCABLE VOTING PROXY AGREEMENT, dated as of November 4, 2022 (this “Proxy Agreement”), is between George J. Barenholtz (“Barenholtz”), an individual and Raghunathan Sarma, an individual (“Sarma”), each of whom are shareholders of Unifoil Holdings, Inc., a New Jersey corporation (the “Company”).
Consulting AgreementConsulting Agreement • June 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New Jersey
This Consulting Agreement (“Agreement”), dated February 1, 2023 is between Unifoil Holdings, Inc. (“Client”) and Bar-Bar, Inc. (“Consultant”).
to the Lease Agreement of 01.04.2016, concluded in Gdańsk on 02.09.2019Lease Agreement • June 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes)
LEASE AGREEMENTLease Agreement • June 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes)
SKKW sp. z o.o., with its registered office in Gdańsk /post code: 80-717/ ul. Miałki Szlak 52, registered in the National Court Register under KRS number 0000289558, NIP [Tax ID No.]: 5832997845, Regon [Business Statistical No.]: 220483407, share capital: PLN 14,000,000.00, represented by:
Employment AgreementEmployment Agreement • June 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New Jersey
This Employment Agreement (the “Agreement”) is made and entered into effective as of January 10, 2023, by and between Joseph Funicelli (the “Executive”) and Unifoil Holdings, Inc., a New Jersey corporation (the “Company”) and Unifoil Corporation, a wholly owned subsidiary of the Company and a New Jersey corporation (“UC”). This Agreement shall be effective as of the date listed above (the “Effective Date”).
