0001477932-18-005819 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 1, 2017, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 1, 2017, between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages • New York

This Employment Agreement (this “Agreement”) shall be effective as of April 1, 2018 (the “Effective Date”) by and bet ween Iconic Brands, Inc. (the “Company”), a Nevada corporation, and Roseann Faltings (the “Employee”), an individual residing 71 Shore Drive, Copaigue, New York 11726.

SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages • Nevada

This Securities Exchange Agreement (this “Agreement”) is dated as of May 15, 2015, by and among the members of BiVi LLC, Nevada limited liability company (the “Company”) (collectively referred to as the Seller”), and Iconic Brands, Inc. (“Iconic”).

AMENDMENT NO. 1 SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages

This First Amendment to the Securities Purchase Agreement (this “Amendment”) is entered into on May 21, 2018 by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser” and collectively with the other undersigned purchasers, the “Purchasers”). Each of the Purchasers and the Company may be referred to herein as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 1 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages

This First Amendment to the Registration Rights Agreement (this “Amendment”) is entered into on May 21, 2018 by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser” and collectively with the other undersigned purchasers, the “Purchasers”). Each of the Purchasers and the Company may be referred to herein as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 1 SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages

This First Amendment to the Securities Exchange Agreement (this “Amendment”) is entered into on October 26, 2018 by and among Iconic Brands, Inc., a Nevada corporation (“Iconic”), and BiVi LLC, a Nevada limited liability company (the “Company”). Each of Iconic and the Company may be referred to herein as a “Party” and collectively as the “Parties.”

DISTRIBUTION AGREEMENT
Distribution Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages • New York

This Distribution Agreement (“Agreement”), dated this 1st day of May, 2016, by and between Bellissima Spirits LLC, a Nevada limited liability company (“Bellissima”) and United Spirits, Inc. a New York corporation (“United”).

DISTRIBUTION AGREEMENT
Distribution Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages • New York

This Distribution Agreement (“Agreement”), dated this 1st day of May, 2015, by and between Bivi LLC, a Nevada limited liability company (“Bivi”) and United Spirits, Inc. a New York corporation (“United”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • November 30th, 2018 • Iconic Brands, Inc. • Beverages • New York

This Share Exchange Agreement (this “Agreement”) is entered into on May 21, 2018 (the ”Effective Date”) and is by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), on the one hand, and Gregory M. Castaldo, an individual (“Castaldo”), Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (“Iroquois”), Iroquois Capital Investment Group LLC, a Delaware limited liability company (“ICIG”), and The Special Equities Group, LLC, a Delaware limited liability company (“SEG,” and along with Castaldo, Iroquois and ICIG, each a “Shareholder” and collectively the “Shareholders”), on the other hand. Each of the Company and the Shareholders may be referred to herein as a “Party” and collectively as the “Parties.”

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