SI Securities, LLCOffering Agreement • July 19th, 2021 • Basil Street Cafe, Inc. • New York
FINANCING AGREEMENTFinancing Agreement • July 19th, 2021 • Basil Street Cafe, Inc. • Texas
This FINANCING AGREEMENT (as modified, amended, extended, restated, and/or supplemented from time to time, this “Agreement”), dated as of August 19, 2020, is being entered into by and among Basil Street Cafe, Inc., a Delaware corporation (“Borrower”), the lenders listed on the Schedule of Lenders attached hereto (each individually, a “Lender” and collectively, the “Lenders”) and Thomas F. FitzGerald, as administrative agent and collateral agent (the “Agent”) for the Lenders.
SECOND AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • July 19th, 2021 • Basil Street Cafe, Inc. • Delaware
This SECOND AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made as of [•], 2021, by and among Basil Street Cafe, Inc., a Delaware corporation (the “Company”), and the stockholders listed on Attachment A attached to this Agreement (each a “Stockholder” and together the “Stockholders”).
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • July 19th, 2021 • Basil Street Cafe, Inc. • Delaware
This AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of [•], 2021, by and among Basil Street Cafe, Inc., a Delaware corporation (the “Company”), the Stockholders listed on Attachment A and the Key Holders listed on Attachment B.
SERIES B PREFERRED STOCK SUBSCRIPTION AGREEMENTSeries B Preferred Stock Subscription Agreement • July 19th, 2021 • Basil Street Cafe, 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.
ContractWarrant Agreement • July 19th, 2021 • Basil Street Cafe, Inc. • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED AND MADE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 19th, 2021 • Basil Street Cafe, Inc. • Delaware
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 2021, by and among Basil Street Cafe, Inc., a Delaware corporation (the “Company”), and the holders of Preferred Stock (as defined below) listed on Attachment A attached to this Agreement (together with any other Person that becomes a party to this Agreement in accordance with Subsection 6.10 hereof, each a “Stockholder” and together the “Stockholders”).
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • July 19th, 2021 • Basil Street Cafe, Inc. • Delaware
This PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 5, 2021, by and among Basil Street Cafe, Inc., a Delaware corporation (the “Company”), the Purchasers initially listed on Attachment A attached to this Agreement (the “Initial Purchasers”) and any subsequent Purchasers who become party to this Agreement in connection with a Subsequent Closing (as defined below) (the “Subsequent Purchasers” and, together with the Initial Purchasers, the “Purchasers”).
TECHNOLOGY ASSIGNMENT AGREEMENTTechnology Assignment Agreement • July 19th, 2021 • Basil Street Cafe, Inc.
This TECHNOLOGY ASSIGNMENT AGREEMENT is entered as of August 24, 2017 by and between Basil Street Café, Inc., a Delaware corporation (the “Company”), and Commercial Automation LLC, a Nevada limited liability company (“Developer”). The assignment and stock issuance hereunder is intended to qualify for tax-free treatment under Internal Revenue Code Section 351.
AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • July 19th, 2021 • Basil Street Cafe, Inc. • Texas
This AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of February 17, 2021, is being entered into by and among Basil Street Cafe, Inc., a Delaware corporation (“Borrower”), the Lenders listed on the signature page to this Amendment (each individually, a “Lender” and collectively, the “Lenders”) and Thomas F. FitzGerald, as administrative agent and collateral agent (the “Agent”) for the Lenders.
TECHNOLOGY ASSIGNMENT AGREEMENTTechnology Assignment Agreement • July 19th, 2021 • Basil Street Cafe, Inc. • California
This Agreement is entered as of June 24, 2016 between BASIL STREET CAFE, INC., a Delaware corporation (the “Company”), and California Food Company, Inc., a Delaware corporation (“Developer”). The assignment and stock issuance hereunder is intended to qualify for tax free treatment under Internal Revenue Code Section 351.
ContractSenior Secured Term Loan Note • July 19th, 2021 • Basil Street Cafe, Inc. • Texas
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH THE FINANCING AGREEMENT (AS DEFINED HEREIN).
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • July 19th, 2021 • Basil Street Cafe, Inc. • Delaware
THIS ESCROW AGREEMENT, dated as of ______ (“Escrow Agreement”), is by and between SI Securities, LLC, a New York limited liability company (“SI Securities”), Basil Street Café, Inc., a Delaware corporation (“Issuer”), and The Bryn Mawr Trust Company of Delaware, a Delaware entity, as Escrow Agent hereunder (“Escrow Agent” and, together with SI Securities and Issuer, the “parties” and each a “party”).
FIRST AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • July 19th, 2021 • Basil Street Cafe, Inc. • Delaware
This First Amendment to Preferred Stock Purchase Agreement (this “Amendment”) is effective as of March 27, 2020, by and among Basil Street Cafe, Inc., a Delaware corporation (the “Company”), and the parties listed on the signature pages hereto (each a “Purchaser” and together the “Purchasers”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement (as defined herein).
AGREEMENT FOR MANUFACTURE BETWEEN BASIL STREET CAFE AND CELESTICA LLCManufacturing Agreement • July 19th, 2021 • Basil Street Cafe, Inc. • New York
This Agreement sets out the terms and conditions upon which Celestica will manufacture and supply to the Customer certain Products and supply certain Services as herein defined.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 19th, 2021 • Basil Street Cafe, Inc. • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of ___________________________, and is by and between Basil Street Cafe, Inc., a Delaware corporation (the “Company”) and the indemnitee identified on the signature page hereto (the “Indemnitee”).
ADVISORY BOARD AGREEMENTAdvisory Board Agreement • July 19th, 2021 • Basil Street Cafe, Inc.
