COMMON STOCK PURCHASE WARRANT BETTER CHOICE COMPANY INC.Better Choice Co Inc. • January 31st, 2020 • Beverages • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth herein, at any time for a period of 24 months from the date of the consummation of an underwritten public offering or other uplist transaction through which the Company lists its Common Stock on the New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market or another national securities exchange in the United States or Canada (“IPO”) (the “Expiration Date”), but not thereafter, to subscribe for and purchase from Better Choice Company Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (“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(f).
ContractBetter Choice Co Inc. • January 31st, 2020 • Beverages • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF ARE SUBORDINATED TO ANY PRESENT OR FUTURE INDEBTEDNESS OWING FROM THE COMPANY UNDER THAT LOAN FACILITIES LETTER AGREEMENT DATED DECEMBER 19, 2019 AMONG THE COMPANY, BRIDGING FINANCE INC. (THE “SENIOR AGENT”) AND THE LENDERS PARTY THERETO, AND MAY BE ENFORCED ONLY IN ACCORDANCE WITH THAT CERTAIN SUBORDINATION AGREEMENT DATED DECEMBER 19, 2019 AMONG THE COMPANY, INVESTOR AND THE SENIOR AGENT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2020 • Better Choice Co Inc. • Beverages • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2019 by and among Better Choice Company Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Subscription Agreement, dated December 19, 2019, by and among the Company and the Investors identified on the signature pages thereto (the “Subscription Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Subscription Agreement unless otherwise defined herein.
PLEDGE AND SECURITY AGREEMENT DATED AS OF December 19, 2019 AMONG BETTER CHOICE COMPANY INC., as Borrower CERTAIN SUBSIDIARIES OF BETTER CHOICE COMPANY INC. FROM TIME TO TIME PARTY HERETO as Grantors and BRIDGING FINANCE INC., as Administrative AgentPledge and Security Agreement • January 31st, 2020 • Better Choice Co Inc. • Beverages • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of December 19, 2019 (this “Agreement”), among BETTER CHOICE COMPANY INC., a Delaware corporation (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER from time to time party hereto as grantors (such Subsidiaries, together with Borrower, the “Grantors”), the Lenders from time to time a party hereto, and BRIDGING FINANCE INC., as administrative agent for the Secured Parties (as herein defined) (in such capacity as administrative agent, “Administrative Agent”).
CONTINUING GUARANTYBetter Choice Co Inc. • January 31st, 2020 • Beverages • New York
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodations heretofore or hereafter from time to time made or granted to BETTER CHOICE COMPANY INC., a Delaware corporation (“Borrower”), by BRIDGING FINANCE INC., as Administrative Agent (“Agent”), and the Lenders under the Facilities Agreement (as defined below) and their successors and assigns (collectively the “Creditors”), the undersigned Guarantors (each, a “Guarantor” and collectively, jointly and severally, the “Guarantors”) hereby furnishes its continuing guaranty (this “Guaranty”) of the Guaranteed Obligations (as hereinafter defined) as follows (capitalized terms used herein shall have the meaning assigned to them herein, and if not herein defined shall have the meaning assigned to them in the Facilities Agreement (as defined below)):
CONTINUING PERSONAL GUARANTYContinuing Personal Guaranty • January 31st, 2020 • Better Choice Co Inc. • Beverages • New York
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodations heretofore or hereafter from time to time made or granted to BETTER CHOICE COMPANY INC., a Delaware corporation (“Borrower”), by BRIDGING FINANCE INC., as Administrative Agent (“Agent”), and the Lenders under the Facilities Agreement (as defined below) and their successors and assigns (collectively the “Creditors”), each of the undersigned Guarantors (each, a “Guarantor” and collectively, jointly and severally, the “Guarantors”) hereby furnishes its continuing guaranty (this “Guaranty”) of the Guaranteed Obligations (as hereinafter defined) as follows (capitalized terms used herein shall have the meaning assigned to them herein, and if not herein defined shall have the meaning assigned to them in the Facilities Agreement (as defined below)):
ContractBetter Choice Co Inc. • January 31st, 2020 • Beverages • New York
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 31st, 2020 • Better Choice Co Inc. • Beverages • New York
This subscription agreement (this “Subscription Agreement”) is made as of December 19, 2019, by and among the Investors identified on the signature pages hereto (the “Investors”), and Better Choice Company Inc., a Delaware corporation (the “Company”), and the parties hereto agree as follows:
