FORM OF DEALER-MANAGER AGREEMENTDealer-Manager Agreement • February 6th, 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 • February 6th, 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. • February 6th, 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
ContractGiggles N' Hugs, Inc. • February 6th, 2018 • Retail-eating & drinking places • California
THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.
ContractGiggles N' Hugs, Inc. • February 6th, 2018 • Retail-eating & drinking places • California
THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.
