REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 26, 2021, 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”).
COMMON STOCK PURCHASE WARRANT ICONIC BRANDS, INC.Common Stock Purchase Warrant • July 27th, 2021 • Iconic Brands, Inc. • Beverages
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Authorized Capital Adjustment Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Iconic Brands, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2021, 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • New York
This employment agreement (the “Agreement”), when duly executed, is made and entered into as of July 26, 2021, by and between Iconic Brands, Inc., a Nevada corporation located at 44 Seabro Avenue, Amityville, New York 11701 (the “Company”), and John Cosenza (“you”), with an address c/o Iconic Brands, Inc., 44 Seabro Avenue, Amityville, New York 11701 (the “Company” and “you” are referred to herein in the collective as the “Parties”).
EXCHANGE AGREEMENTExchange Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • New York
EXCHANGE AGREEMENT (the “Agreement”) is made as of the 26 day of July, 2021, by and between Iconic Brands, Inc., a Nevada corporation (the “Company”), and Richard DeCicco, the Company’s Chief Executive Officer, Chief Financial Officer, and a member of the Company’s Board of Directors (the “Stockholder”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BELLISSIMA SPIRITS LLCLimited Liability Company Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • Nevada
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as it may be amended from time to time in accordance with its terms, this “Agreement”) dated as of July 26, 2021 (the “Effective Date”), of Bellissima Spirits LLC, a Nevada limited liability company (the “Company”), is entered into among the Persons listed on Annex A attached hereto or who are otherwise subsequently admitted as members of the Company pursuant to the terms of this Agreement (each such Person, in its capacity as a member of the Company, a “Member”, and collectively, the “Members”). Certain capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Annex B attached hereto.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made, effective as of the 26 day of July 2021, by and between Iconic Brands, Inc., a Nevada corporation (the “Buyer”), and Richard DeCicco (the “Seller”).
REDEMPTION AGREEMENTRedemption Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages
This REDEMPTION AGREEMENT (this “Agreement”), dated as of July 26, 2021, by and between Jason DiPaola (“JD”) and Iconic Brands, Inc., a Nevada corporation (the “Company”).
PLEDGE AGREEMENTPledge Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • Delaware
This Pledge AGREEMENT, dated as of July 26, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is by ICONIC BRANDS, INC., a Nevada corporation (“Iconic”) in favor of [___________] (“Seller”).
EXCHANGE AGREEMENTExchange Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • New York
This Exchange Agreement (this “Agreement”), dated as of July 26, 2021, is entered into by and between Iconic Brands, Inc., a Nevada corporation (the “Company”), and each holder identified on the signature pages hereto (each a “Holder” and collectively the “Holders”).
LOCK-UP AGREEMENTLock-Up Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages
This lock-up agreement (the “Lock-Up Agreement”) is being delivered to you in connection with an understanding by and among Iconic Brands, Inc., a Nevada corporation (the “Company”), and the person on the signature page hereto (the “Holder”).
WAIVER AGREEMENTWaiver Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • New York
This Waiver Agreement, dated as of July 26, 2021 (this “Agreement”), is entered into by and among Iconic Brands, Inc., a Nevada corporation (“Borrower”) and certain accredited investors signatory hereto (the “Lenders”).
ACQUISITION AGREEMENT BY AND AMONG ICONIC BRANDS, INC., TOPPOP LLC and COMPANY MEMBERS DATED AS OF JULY 26, 2021Acquisition Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages • Delaware
THIS ACQUISITION AGREEMENT is made and entered into as of July 26, 2021, by and among Iconic Brands, Inc., a Nevada corporation (“Iconic”), TopPop LLC, a New Jersey limited liability company (the “Company”), and Company Members identified herein. Each of the Company, Iconic, and Company Members shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Acquisition Agreement, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter, the Company Members Disclosure Letter and the Iconic Disclosure Letter, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section and, if applicable, subsection in which the definition of each such term is located.
REDEMPTION AGREEMENTRedemption Agreement • July 27th, 2021 • Iconic Brands, Inc. • Beverages
This REDEMPTION AGREEMENT (this “Agreement”), dated as of July 26, 2021, by and between 32 Entertainment LLC, a New York limited liability company (“32 Entertainment”), and Iconic Brands, Inc., a Nevada corporation (the “Company”).
