ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • December 26th, 2019 • Smilelove LLC • Delaware
THIS ESCROW AGREEMENT, dated as of 12/13/2019 (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), Smilelove Corp, a Delaware Corporation (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 26th, 2019 • Smilelove LLC • Utah
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.
SI Securities, LLCOffering Agreement • December 26th, 2019 • Smilelove LLC • New York
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 26th, 2019 • Smilelove LLC • Utah
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of ___, 2019, by and among Smilelove Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.” For the avoidance of doubt, each person that is a party to the Subscription Agreement (as defined below) as an “Investor” thereunder is hereby deemed automatically, and without any further action, to have joined this Agreement and become a party hereof as an “Investor” pursuant to Section 2 of the Subscription Agreement, notwithstanding any failure by such Person have executed or delivered this Agreement to any other party hereof.
