AGREEMENT AND PLAN OF MERGER dated as of December 29, 2022 by and among STARCO BRANDS, INC., STARCO MERGER SUB II, INC., SKYLAR BODY, LLC, SKYLAR BODY, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLCMerger Agreement • January 4th, 2023 • Starco Brands, Inc. • Services-advertising agencies • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of December 29, 2022, is entered into by and among Starco Brands, Inc., a Nevada corporation (“Acquiror”), Starco Merger Sub II, Inc., a Delaware corporation (“First Merger Sub”), Skylar Body, LLC, a Delaware limited liability company (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), Skylar Body, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Company Holders (the “Company Stockholder Representative”) and solely for purposes of Articles IX, X and Section 6.05. Acquiror, Merger Subs, the Company and the Company Stockholder Representative are each a “Party” and together the “Parties”. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
REGISTRATION RIGHTS AGREEMENT dated as of December 29, 2022 by and between STARCO BRANDS, INC. and THE INVESTORS LISTED HEREINRegistration Rights Agreement • January 4th, 2023 • Starco Brands, Inc. • Services-advertising agencies • Delaware
This REGISTRATION RIGHTS AGREEMENT dated as of December 29, 2022 (this “Agreement”), is entered into by and between Starco Brands, Inc., a Nevada corporation (the “Acquiror”) and the stockholders of the Acquiror listed on Schedule A hereto (the “Investors” and each, an “Investor”).
VOTING AGREEMENTVoting Agreement • January 4th, 2023 • Starco Brands, Inc. • Services-advertising agencies • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 29, 2022 by and among Starco Brands, Inc., a Nevada corporation (the “Company”), and the stockholders of the Company listed on Schedule A hereto (together with any transferees who become parties hereto pursuant to Section 4.1 below, the “Stockholders” and each, a “Stockholder”).
