STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 17th, 2018 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Connecticut
THIS STOCK PURCHASE AGREEMENT (“Agreement”), is entered into as of August 14, 2018, by and among Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (“Buyer”), Pivotshare, Inc., a Delaware corporation (“Pivotshare”), Adam Mosam, the principal stockholder of Pivotshare (“Mosam”), Townsgate Media Fund, LLC (“Townsgate”), GGW Investment Partnership No. 1, LP (“GGW”) and collectively with Mosam and Townsgate, the “Key Holders”) and each of the other stockholders of Pivotshare, all of whom are signatories to this Agreement (the “Other Stockholders” and collectively with the Key Holders, the “Stockholders”). The parties to this Agreement are each sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement shall have the meaning ascribed to them when first used or as set forth in Section 8.9 of this Agreement.
NONCOMPETE ESCROW AGREEMENTNoncompete Escrow Agreement • August 17th, 2018 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
ESCROW AGREEMENT (“Agreement”) dated as of August ___, 2018 by and among Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (“CSSE”), Adam Mosam (“Mosam”), who is the principal stockholder of Pivotshare, Inc. (“Pivotshare”), and Graubard Miller, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the stock purchase agreement by and among CSSE, Pivotshare, Mosam and all of the other stockholders of Pivotshare, dated as of August 14, 2018 (the “Stock Purchase Agreement”).
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • August 17th, 2018 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
ESCROW AGREEMENT (“Agreement”) dated as of August ____, 2018 by and among Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (“CSSE”), and each of Adam Mosam (“Mosam”), who is the principal stockholder of Pivotshare, Inc. (“Pivotshare”), Townsgate Media Fund, LLC, a Delaware limited liability company (“Townsgate”), GGW Investment Partnership No. 1, LP, a Delaware limited partnership (“GGW” and collectively with Mosam and Townsgate, the “Key Holders”) and Graubard Miller, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the stock purchase agreement by and among CSSE, Pivotshare, the Key Holders and all of the other stockholders of Pivotshare, dated as of August 14, 2018 (the “Stock Purchase Agreement”).
