SUBSCRIPTION AGREEMENTSubscription Agreement • September 13th, 2021 • 800 Degrees Go, Inc. • Delaware
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.
WARRANT To Purchase Limited Liability Company Units of (this “Warrant”)800 Degrees Go, Inc. • September 13th, 2021 • Delaware
THIS CERTIFIES THAT, for value received, Piestro, Inc., a Delaware corporation (the “Holder”), is entitled upon the terms and subject to the conditions hereinafter set forth, at any time on or after September 3, 2021 (the “Issuance Date”) to subscribe for and purchase during the Exercise Period (as defined below) from 800 Degrees Pizza, LLC, a Delaware limited liability company (the “Company”), 100 units (the “Warrant Units”) of the Company’s limited liability company membership units (the “Common Units”) at a purchase price of US $0.01 per Common Unit (the “Exercise Price”). The “Exercise Period” shall mean that period commencing with the Issuance Date and ending on the date that is ten (10) years after the Issuance Date. The Warrant Units are equal to 10% of the fully-diluted shares of Common Units as of the date hereof, where the term “fully-diluted” means, for purposes of this Agreement, such ownership assuming (x) the exercise of all outstanding options or warrants to acquire Comm
Broker-Dealer AgreementBroker-Dealer Agreement • September 13th, 2021 • 800 Degrees Go, Inc.
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between 800 GO, Inc. (“Client”), a Delaware Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of August 12, 2021 (the “Effective Date”):
800 DEGREES GO, INC. STOCKHOLDERS’ RIGHTS AGREEMENT SEPTEMBER 3, 2021Stockholders’ Rights Agreement • September 13th, 2021 • 800 Degrees Go, Inc. • Delaware
This Stockholders’ Rights Agreement (this “Agreement”) is dated as of September 3, 2021, and is among 800 Degrees GO, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A (each, a “Stockholder” and collectively, the “Stockholders”).
RECIPROCAL LICENSE AGREEMENTReciprocal License Agreement • September 13th, 2021 • 800 Degrees Go, Inc. • California
This Reciprocal License Agreement (the “Agreement”), dated as of September 3, 2021 (the “Effective Date”), is by and between 800 Degrees Pizza, LLC, a Delaware limited liability company (“800”), Piestro, Inc. a Delaware corporation (“Piestro”), and 800 Degrees GO, Inc., a Delaware corporation (“Go”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 13th, 2021 • 800 Degrees Go, Inc. • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 3rd day of September, 2021, by and among 800 Degrees GO, Inc., a Delaware corporation (the “Company”), and the persons who are signatories hereto as a “Purchaser” (each, a “Purchaser” and collectively, the “Purchasers”).
warrant PURCHASE AGREEMENTWarrant Purchase Agreement • September 13th, 2021 • 800 Degrees Go, Inc. • Delaware
This WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 3rd day of September, 2021, by and between 800 Degrees Pizza, LLC, a Delaware limited liability company (“Pizza”), and Piestro, Inc., a Delaware corporation (“Piestro”). Piestro and Pizza are each sometimes referred to herein individually as a “Purchaser” (in reference to its purchase of Shares, Units or Warrants) or as a “Company” (in reference to its issuance of Shares or Units or its grant of Warrants), as the context requires.
