UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2024 • BRB Foods Inc. • Food and kindred products • New York
The undersigned, BRB Foods Inc., a corporation incorporated under the law of the State of Wyoming (the “Company”), hereby confirms its agreement (this “Agreement”) with Network 1 Financial Securities, Inc. (hereinafter the “Underwriter”) as follows:
Underwriter’s WarrantUnderwriter's Warrant • June 3rd, 2024 • BRB Foods Inc. • Food and kindred products • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS BEGINNING ON THE date of the commencemEnt of sales of the offering pursuant the registration statement No: 333-276557 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF NETWORK 1 Financial Securities, Inc., EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(e)(2).
Form of Lock-Up AgreementLock-Up Agreement • June 3rd, 2024 • BRB Foods Inc. • Food and kindred products
The undersigned understands that Network 1 Financial Securities, Inc. (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with BRB Foods Inc., a Wyoming company (the “Company”), providing for the initial public offering in the United States (the “Initial Public Offering”) of a certain number of the Company’s common stock, par value $0.001 per share (the “Shares”). For purposes of this letter agreement, “Securities” shall mean the Company’s Shares.
CONVERTIBLE NOTE AGREEMENT February [●], 2024Convertible Note Agreement • June 3rd, 2024 • BRB Foods Inc. • Food and kindred products • New York
FOR VALUE RECEIVED, BRB Foods, Inc., a Wyoming corporation with principal place of business at Rua Doutor Eduardo de Souza Aranha, 387 — Conjunto 151, Sao Paulo, SP, Brazil, 04543-121 (hereinafter called “Borrower” or the “Company”), hereby promises to pay to [Holder] or Designated Entity, [Holder Address], the sum of [●] U.S. Dollars (US$[●]), with interest accruing at an annual rate of six-and-a-half (6.5%) percent. Interest hereunder shall be payable at maturity in kind, with payment in shares of the Company common stock valued at the Conversion Price (as hereinafter defined; the “PIK Shares”), or if there is no Financing Event (as hereinafter defined) such Interest shall be paid in cash. The Company and Holder collectively shall be designated for purposes of this Convertible Note (the “Note”) as the Parties.
