REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2015 • Vapor Corp. • Tobacco products • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 19, 2015, between Vapor Corp., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between VAPOR CORP. and DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters VAPOR CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2015 • Vapor Corp. • Tobacco products • New York
FORM OF COMMON STOCK PURCHASE WARRANT VAPOR CORP.Security Agreement • November 17th, 2014 • Vapor Corp. • Tobacco products
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 six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vapor Corp., 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 8th, 2021 • Healthier Choices Management Corp. • Tobacco products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2020, between Healthier Choices Management Corp., 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”).
Exhibit 1 AMENDED EXCHANGE AGREEMENT THIS AMENDED EXCHANGE AGREEMENT is dated as of January 29, 1999 and is entered into by and between Miller Diversified Corporation, a Nevada corporation ("Miller"), and Miller Feed Lots, Inc. ('MFL"). WHEREAS, the...Exchange Agreement • December 1st, 1999 • Miller Diversified Corp • Agricultural prod-livestock & animal specialties
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 25th, 2015 • Vapor Corp. • Tobacco products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 22, 2015, between Vapor Corp., 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”).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 22, 2015Convertible Security Agreement • June 25th, 2015 • Vapor Corp. • Tobacco products • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of Vapor Corp., a Delaware corporation (the “Company”), having its principal place of business at 3001 Griffin Road, Dania Beach, FL 33312 designated as its Original Issue Discount Senior Secured Convertible Debenture due December 22, 2015 (this Debenture, the “Debenture” and, collectively with the other Debentures of such series, the “Debentures”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2013 • Vapor Corp. • Tobacco products • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this day of October 2013 by and among Vapor Corp., a Nevada corporation (the “Company”), and the “Investors” (other than the “Insider Purchasers”) named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
CONVERTIBLE NOTE DUE NOVEMBER 14, 2015Convertible Security Agreement • November 17th, 2014 • Vapor Corp. • Tobacco products • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Vapor Corp., a Delaware corporation, (the “Borrower”), having its principal place of business at 3001 Griffin Road, Dania Beach, Florida 33312, due November 14, 2015 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
COMMON STOCK PURCHASE WARRANT VAPOR CORP.Common Stock Purchase Warrant • June 25th, 2015 • Vapor Corp. • Tobacco products • New York
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 the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vapor Corp., 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).
HEALTHIER CHOICES MANAGEMENT CORP. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • May 18th, 2021 • Healthier Choices Management Corp. • Tobacco products • New York
The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Healthier Choices Management Corp., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”) and holders of the Company’s Series D Convertible Preferred Stock that were issued in a private placement transaction that was consummated on February 7, 2021 (“Series D Preferred Stock”) subscription rights (the “Rights”) to subscribe for up to an aggregate of $100,000,000 of shares of Common Stock (the “Rights Shares” or the “Securities”). Each Right Share may be exercised at a subscription price per Rights Share in cash (the “Subscription Price”) equal to 75% of the volume weighted average of the trading prices (“VWAP”) of our common stock on the OTC Pink Sheets for the five consecutive trading days ending on the expiration date of this rights offeri
COMMON STOCK PURCHASE WARRANTSecurity Agreement • April 11th, 2024 • Healthier Choices Management Corp. • Tobacco products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, <HOLDER>., 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 Initial Exercise Date (as defined below) and on or prior to the close of business on the fifth year anniversary of the date of the IPO (the “Termination Date”) but not thereafter, to subscribe for and purchase from Healthy Choice Wellness Corp. (the “Company”), up to <WARRANT SHARES> shares (subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to a Securities Purchase Agreement (“Purchase Agreement”) entered into as of January 18, 2024, as amended, among the Company and the Purch
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 23rd, 2024 • Healthier Choices Management Corp. • Tobacco products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 18, 2024, by and between Healthy Choice Wellness Corp. (the “Company”), and each investor that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2018 • Healthier Choices Management Corp. • Tobacco products • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on August 13, 2018 and is effective as of August 1, 2018 (the “Effective Date”), between Healthier Choices Management Corp., a Delaware corporation (the “Company”), and Jeffrey Holman (the “Executive”).
THIRD AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 30th, 2023 • Healthier Choices Management Corp. • Tobacco products • Delaware
THIRD AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), effective as of February 12, 2021 (the “Date of Grant”), between Healthier Choices Management Corp., a Delaware corporation (the “Company”), and Christopher Santi (the “Grantee”).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2024 • Healthier Choices Management Corp. • Tobacco products • New York
This First Amendment to that certain Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2024, between Healthy Choice Wellness Corp. (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the SPA (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2013 • Vapor Corp. • Tobacco products • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and among Vapor Corp., a Nevada corporation (the “Company”), and Jeffrey Holman, a resident of the State of Florida (“Executive”) is entered into as of February 19, 2013.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2021 • Healthier Choices Management Corp. • Tobacco products • Florida
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), entered into on February 26, 2021 and effective as of the 11th day of February, 2021 (“Effective Date”), by and among, Christopher Santi (the “Executive”) and Healthier Choices Management Corp., a Delaware corporation (“HCMC” or the “Company”).
COMMERCIAL CONTRACT OF SALEContract of Sale • March 27th, 2024 • Healthier Choices Management Corp. • Tobacco products
Name: HEALTHY CHOICE MARKETS 3 REAL ESTATE LLC, a Florida limited liability company with offices located at 3800 N 28th Way, Hollywood, FL 33020
RLOC CREDIT AGREEMENT by and among HEALTHIER CHOICES MANAGEMENT CORP. and PROFESSIONAL BANK Dated December 23, 2021 RLOC CREDIT AGREEMENTRloc Credit Agreement • March 27th, 2024 • Healthier Choices Management Corp. • Tobacco products • Florida
This RLOC CREDIT AGREEMENT is dated December 23, 2021, by and among Healthier Choices Management Corp., a Delaware corporation (“HCMC” and “Borrower”) and Professional Bank, a Florida banking corporation (the “Bank”).
EXCHANGE AGREEMENTExchange Agreement • March 29th, 2021 • Healthier Choices Management Corp. • Tobacco products • New York
EXCHANGE AGREEMENT (the “Agreement”) is made as of the 29th day of March, 2021, by and between Healthier Choices Management Corp., a Delaware corporation (the “Company”), and the holder signatory to the signature page hereto (the “Holder”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2022 • Healthier Choices Management Corp. • Tobacco products • Florida
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), shall be effective the 2nd day of February, 2022, (“Effective Date”) by and between Healthier Choices Management Corp., a Delaware corporation (“Company”), and John A. Ollet (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2014 • Vapor Corp. • Tobacco products • Florida
This Agreement is made this 14th day of May, 2014 by and between IVGI Acquisition, Inc., a Delaware corporation (the “Company”), and Nicholas Molina (the “Executive”).
MILLER DIVERSIFIED CORPORATION 4401 NW 167th Street Miami, FL 33055 (786)-222-5756 July 15, 2009Binding Letter of Intent • July 17th, 2009 • Miller Diversified Corp • Agricultural prod-livestock & animal specialties • Florida
Smoke Anywhere USA, Inc. 3101 Hallandale Beach Blvd #100 Pembroke Park Fl 33009 Re: Binding Letter of Intent between Miller Diversified, Corp. and Smoke Anywhere USA, Inc. Dear Board of Directors: This letter sets forth our binding letter of intent (“Letter of Intent”) among Miller Diversified Corp., a Nevada corporation (“Miller”) and Smoke Anywhere USA, Inc., a Florida corporation (“Smoke”) and in connection therewith, the purchase of 100% of the issued and outstanding shares of Smoke by Miller in exchange for common stock of Miller representing approximately 83% of the outstanding shares of common stock on a fully diluted basis (the “Transaction”), subject to the terms of a definitive share purchase agreement to be negotiated and executed by the parties. The proposed terms of the Transaction are as follows: 1. Definitive Agreement. Consummation of the Transaction as contemplated hereby will be subject to the negotiation and execution of a mutually satisfactory defin
LOAN AND SECURITY AGREEMENT Dated as of July 18, 2024 by and among HEALTHY CHOICE WELLNESS CORP., As the Borrower, HEALTHY CHOICE MARKETS, INC., HEALTHY CHOICE MARKETS 2, LLC, HEALTHY CHOICE MARKETS 3, LLC, HEALTHY CHOICE MARKETS 3, REAL ESTATE, LLC,...Loan and Security Agreement • July 24th, 2024 • Healthier Choices Management Corp. • Tobacco products • New York
This Loan and Security Agreement, dated as of July 18, 2024 (this “Agreement”), is made among Healthy Choice Wellness Corp., a Delaware corporation (the “Borrower”), Healthy Choice Markets, Inc. (dba “Ada’s Natural Market, Inc.”), a Florida corporation, Healthy Choice Markets 2, LLC (dba “Paradise Health & Nutrition”), a Florida limited liability company, Healthy Choice Markets 3, LLC (dba “Mother Earth’s Storehouse”), a Florida limited liability company, Healthy Choices Markets 3, Real Estate LLC, a New York limited liability company, Healthy Choice Markets IV, LLC (dba “Green’s Natural Foods”), a Florida limited liability company, Healthy Choice Markets V, LLC (dba “Ellwood Thompson’s”), a Florida limited liability company, Healthy Choice Markets VI, LLC, a Florida limited liability company (“Healthy Choice Markets VI”), Healthy U Wholesale, Inc., a Florida corporation, The Vitamin Store, LLC, a Florida limited liability company, Healthy Choice Wellness, LLC, a Florida limited liabil
Exclusive Distribution AgreementExclusive Distribution Agreement • October 30th, 2018 • Healthier Choices Management Corp. • Tobacco products • Nevada
This Exclusive Distribution Agreement (this “Agreement”), dated as of August ___, 2018 (the “Effective Date”), is entered into between Healthier Choices Management Corp., a Delaware corporation, or its assigned wholly owned subsidiary (“Seller”), and MJ Holdings Inc., a Nevada corporation, or its designee or any wholly owned subsidiary subject to approval by Seller in Seller’s sole discretion (“Distributor”, and together with Seller, the “Parties”, and each, a “Party”).
ASSET PURCHASE AGREEMENT Among Mother Earth’s Storehouse, Inc. (“Seller”), Kevin Schneider and Christopher Schneider (“Shareholders”), and Healthy Choice Markets 3, LLC (“Buyer”) Dated February 8, 2022Asset Purchase Agreement • February 14th, 2022 • Healthier Choices Management Corp. • Tobacco products • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 8th day of February, 2022, by and among (i) Healthy Choice Markets 3, LLC, a Florida limited liability company (“Buyer”), (ii) Mother Earth’s Storehouse Inc., a New York corporation (“Seller”), and (iii) Christopher Schneider and Kevin Schneider, each an individual resident of the State of New York (the “Shareholders”). Capitalized terms used but not defined herein shall have the meaning given such terms in Annex I attached hereto.
AGREEMENT AND PLAN OF MERGER between VAPOR CORP. and VAPORIN, INC. dated as ofMerger Agreement • December 18th, 2014 • Vapor Corp. • Tobacco products • Florida
This Agreement and Plan of Merger (this “Agreement”), is entered into as of December 17, 2014, by and between Vaporin, Inc., a Delaware corporation (the “Target”), and Vapor Corp., a Delaware corporation (the “Acquirer”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
ContractNote • January 26th, 2015 • Vapor Corp. • Tobacco products
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL TO THE COMPANY, THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS EXIST.
ASSET PURCHASE AGREEMENT BY AND AMONG VPR Brands, LP, Kevin Frija, And Vapor Corp. July 29, 2016Asset Purchase Agreement • August 3rd, 2016 • Vapor Corp. • Tobacco products • Florida
This Asset Purchase Agreement (the “Agreement”) is made as of the date first set forth above (the “Effective Date”), by and among (i) VPR Brands, LP, a Delaware limited partnership (together with any of its subsidiaries in existence or created hereafter, “VPRB”), Kevin Frija (“Mr. Frija”; together with VPRB, collectively referred to herein as “Buyers” and individually referred to herein as a “Buyer”) and Vapor Corp., a Delaware corporation (“Vapor” or “Seller”).
ASSET PURCHASE AGREEMENT Among GreenAcres Markets of Oklahoma, LLC, GACorp, Inc. (“Sellers”), the equityholders listed on the signature page hereto (“Majority Equityholders”), Healthy Choice Markets VI, LLC (“Buyer”) and Shannon Hoffmann, as Seller...Asset Purchase Agreement • July 24th, 2024 • Healthier Choices Management Corp. • Tobacco products • Kansas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 17th day of July, 2024, by and among (i) Healthy Choice Markets VI, LLC, a Florida limited liability company (“Buyer”); (ii) GreenAcres Markets of Oklahoma, LLC, an Oklahoma limited liability company and GACorp, Inc., a Kansas corporation (each, a “Seller”; collectively, the “Sellers”); (iii) the group of equityholders owning the majority interests of the Sellers, specifically all the equityholders listed on the signature page hereto (collectively the “Majority Equityholders”); and (iv) Shannon Hoffmann, as the Seller Representative (“Seller Representative”). Capitalized terms used but not defined herein shall have the meaning given such terms in Annex I attached hereto.
ORIGINAL ISSUE DISCOUNT PROMISSORY NOTEConvertible Security Agreement • January 23rd, 2024 • Healthier Choices Management Corp. • Tobacco products
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE (the “Note”) is duly authorized and validly issued at a 10% original issue discount by Healthy Choice Wellness Corp. (the “Company”).
LIMITED LIABILITY COMPANY AGREEMENT OF EMAGINE THE VAPE STORE, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • December 18th, 2014 • Vapor Corp. • Tobacco products
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is effective as of the 24th day of November, 2014 (the “Effective Date”), by the Persons executing and delivering this Agreement as Members and Manager.
DISSENTERS' RIGHTS - MILLER ANNEX II 11-12-91 NEVADA General Corporation Law Corp.-73 78.480 DOMESTIC AND FOREIGN CORPORATIONS: AGREEMENT FOR MERGER OR CONSOLIDATION.-(Repealed by Ch. 442, L.'91, eff. 10-1-91.) Prior to its repeal by Ch. 442. L. '91....Dissenters' Rights Agreement • March 23rd, 1999 • Miller Diversified Corp • Agricultural prod-livestock & animal specialties
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 5th, 2015 • Vapor Corp. • Tobacco products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 3, 2015 between Vapor Corp., 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”).
