EVINE LIVE INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • May 3rd, 2019 • EVINE Live Inc. • Retail-catalog & mail-order houses • Minnesota
This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of May 2, 2019 by and between Evine Live Inc., a Minnesota corporation with its principal office at 6740 Shady Oak Road, Eden Prairie, MN 55344-3433 (the “Company”), and those purchasers listed on the attached Exhibit A, as such exhibit may be amended from time to time (each a “Purchaser”, and collectively, the “Purchasers”).
Evine Live Inc. May 2, 2019Merchandise Letter Agreement • May 3rd, 2019 • EVINE Live Inc. • Retail-catalog & mail-order houses • Minnesota
VENDOR exclusivity agreement Date: May 2, 2019Vendor Exclusivity Agreement • May 3rd, 2019 • EVINE Live Inc. • Retail-catalog & mail-order houses • Minnesota
This VENDOR EXCLUSIVITY AGREEMENT (this “Agreement”), effective as of the date set forth above (the “Effective Date”), is made by and between Evine Live Inc., a Minnesota corporation (“Company”), and Sterling Time, LLC (“Vendor”), a New York limited liability company. Each of Company and Vendor may be referred to herein individually as a “Party,” and Company and Vendor may be referred to collectively as the “Parties.”
Evine Live Inc. May 2, 2019Vendor Agreement • May 3rd, 2019 • EVINE Live Inc. • Retail-catalog & mail-order houses • Minnesota
On behalf of Invicta Watch Company of America, Inc., a Florida corporation (“IWCA”), IWCA has read and is familiar with the terms and provisions of (a) that certain Vendor Agreement (the “Vendor Agreement”) between Sterling Time, LLC, a New York limited liability company (“Vendor”), and Evine Live Inc., a Minnesota corporation (“Company”), concerning the merchandising of products bearing IWCA’s brands and trademarks and (b) that certain Vendor Exclusivity Agreement (the “Exclusivity Agreement” and collectively with the Vendor Agreement, the “Agreements”) between Vendor and Company concerning exclusivity regarding the merchandising of products bearing IWCA’s brands and trademarks.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 3rd, 2019 • EVINE Live Inc. • Retail-catalog & mail-order houses • Minnesota
This Executive Employment Agreement (this “Agreement”) is entered into as of May 2, 2019 (the “Effective Date”) by and between Timothy Peterman (“Executive”) and EVINE Live Inc. (“EVINE Live”, or the “Company”).
CLAWBACK AGREEMENT Date: May 2, 2019Clawback Agreement • May 3rd, 2019 • EVINE Live Inc. • Retail-catalog & mail-order houses • Minnesota
This Clawback Agreement will be kept confidential and will not be disclosed, in any manner, in whole or in part, except that the undersigned or the Company may disclose the terms of this Clawback Agreement (i) to its attorneys and tax advisors, (ii) for the purpose of enforcing the terms of this Clawback Agreement, or (iii) in legally required filings with the U.S. Securities and Exchange Commission and related press releases and investor communications. This Clawback Agreement will be governed by the laws of the State of Minnesota, regardless of any conflict of laws principles, and the federal and state courts in Hennepin County, Minnesota shall have exclusive jurisdiction and venue over any disputes arising from or relating to this Clawback Agreement.
EVINE Live Inc. Performance Stock Unit Award Agreement (Non-Plan)Performance Stock Unit Award Agreement • May 3rd, 2019 • EVINE Live Inc. • Retail-catalog & mail-order houses • Minnesota
EVINE Live Inc. (the “Company”) hereby grants to you, the Grantee named below, the number of units relating to the Company’s common stock set forth in the table below (the “Performance Stock Units”). This Award of Performance Stock Units (“Performance Stock Unit Award”) shall be subject to the terms and conditions set forth in this Performance Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Performance Stock Unit Terms and Conditions on the following pages. Although this Performance Stock Unit Award is not being granted pursuant to the Company’s 2011 Omnibus Incentive Plan (“Plan”), unless the context indicates otherwise, capitalized terms that are not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
VENDOR agreement Date: May 2, 2019Vendor Agreement • May 3rd, 2019 • EVINE Live Inc. • Retail-catalog & mail-order houses • Minnesota
This VENDOR AGREEMENT (this “Agreement”), effective as of the date set forth above (the “Effective Date”), is made by and between Evine Live Inc., a Minnesota corporation (“Company”), and Sterling Time, LLC (“Vendor”), a New York limited liability company. Each of Company and Vendor may be referred to herein individually as a “Party,” and Company and Vendor may be referred to collectively as the “Parties.”
