ESCROW AGREEMENTEscrow Agreement • June 28th, 2017 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
AGREEMENT made this __ day of _____________, 2017, by and among Chicken Soup for the Soul Entertainment, Inc. (the “Issuer”), the representative of the Joint Bookrunning Agents (“Joint Bookrunning Manager”) whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement, and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004 (the “Escrow Agent”).
JOINT BookRunning Manager AGREEMENTJoint Bookrunning Manager Agreement • June 28th, 2017 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
ContractWarrant Agreement • June 28th, 2017 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Delaware
NEITHER THIS WARRANT NOR THE COMMON STOCK THAT MAY BE ACQUIRED UPON THE EXERCISE HEREOF (“WARRANT SHARES”) HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT AND THE SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT UNDER WHICH IT WAS ISSUED SETS FORTH THE COMPANY’S OBLIGATIONS TO REGISTER THE RESALE OF THE WARRANT AND WARRANT SHARES. THIS WARRANT ALSO CONTAINS CERTAIN RESTRICTIONS REGARDING THE TRANSFER OF THIS WARRANT AND/OR THE WARRANT SHARES.
ACCESS SERVICES AND CUSTODY AGREEMENTAccess Services and Custody Agreement • June 28th, 2017 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Virginia
This Access Services and Custody Agreement (this “Agreement”) is effective this 21st day of June, 2017 (the “Effective Date”) by and between Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (“Issuer”), and Folio Investments, Inc. (“Folio”), a Virginia corporation. Issuer and Folio are hereby referred to collectively as the “Parties” or individually as a “Party”.
