FORM OF DEALER-MANAGER AGREEMENTDealer-Manager Agreement • January 9th, 2018 • Giggles N' Hugs, Inc. • Retail-eating & drinking places • Connecticut
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Giggles N’ Hugs, Inc., a Nevada corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), subscription rights (the “Rights”) as set forth in the Company’s Form S-1 registration statement (File No. 333-220302) filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 1, 2017, as amended, to subscribe for and purchase up to an aggregate of 300,000,000 units (the “Units”), each consisting of one share of the Company’s Common Stock (the “Rights Shares”) and 0.70 warrant (each a “Warrant”), at a subscription price of $[_____] per Unit (the “Subscription Price”). Each whole Warrant is exercisable to purchase one share of the Company’s Common Stock.
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 9th, 2018 • Giggles N' Hugs, Inc. • Retail-eating & drinking places • Nevada
THIS WARRANT AGENCY AGREEMENT (this “Agreement”), dated as of _________, 2018, is by and between Giggles N’ Hugs, Inc., a Nevada corporation (the “Company”), and [ ], as the Warrant Agent (the “Warrant Agent”).
Tel: 212-929-5500 Fax: 212-929-0308 New York London Los Angeles Palo Alto WashingtonGiggles N' Hugs, Inc. • January 9th, 2018 • Retail-eating & drinking places • New York
This is to confirm our agreement (the “Agreement”) that effective as of the date hereof MacKenzie Partners, Inc. (“MacKenzie Partners”) has been engaged by Giggles N’ Hugs (the “Client”) for Information Agent services in connection with its proposed subscription rights offering (the “Assignment”). MacKenzie will perform customary services for the Client as information agent, including: providing strategic advice regarding the overall subscription rights offer campaign; reviewing the subscription rights offer materials; reserving and placing any advertisement (as needed) to publicize the rights offer; coordination with the financial printer on the printing, delivery and distribution of the subscription rights offer materials, providing feedback and analysis on the progress of the rights offer; recommending and reviewing various strategies throughout the campaign;providing information to shareholders regarding the subscription rights offering and, providing such other services as may be
BRAND AMBASSADOR AGREEMENTBrand Ambassador Agreement • January 9th, 2018 • Giggles N' Hugs, Inc. • Retail-eating & drinking places • California
This Agreement is entered into as of February 28, 2017 (the “Effective Date”), by and between, on the one hand, Giggles n’ Hugs, Inc. (“Company”) and, on the other hand, Firelight, LLC fso Jillian Michaels and G-Money, LLC, f/s/o of Giancarlo Chersich (jointly and severally referred to as “Consultant”) with respect to the services of Consultant as described herein.
