BE ACTIVE HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • Delaware
This Director and Officer Indemnification Agreement, dated as of _______ (this “Agreement”), is made by and between Be Active Holdings, Inc., a Delaware corporation (the “Company”), and _______ (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _________ 2013, among the undersigned corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION _____________________________________________________ BY AND AMONG BE ACTIVE HOLDINGS, INC. BE ACTIVE ACQUISITION CORP. and BE ACTIVE BRANDS, INC. Dated as of January 9, 2013 AGREEMENT OF MERGER AND PLAN...Agreement of Merger and Plan of Reorganization • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on January 9, 2013 by and among Be Active Holdings, Inc., a Delaware corporation (“Parent”), Be Active Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Be Active Brands, Inc., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 9, 2013, is made by and between Be Active Holdings, Inc. a Delaware corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ___ day of ____, ___ (the “Grant Date”), is ___ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, Be Active Holdings, Inc. (the “Company”) or a Subsidiary of the Company (a “Related Corporation”), pursuant to the 2013 Equity Incentive Plan (the “Plan”).
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ___day of ___, ____ (the “Grant Date”), is between Be Active Holdings, Inc., a Delaware corporation (the “Company”), and ______ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the 2013 Equity Incentive Plan (the “Plan”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 9th day of January 2013 (the “Effective Date”), by and between Be Active Holdings, Inc., a Delaware corporation, with an address at 220 West 30th Street, 2nd Floor, New York, NY 10001, and David Wolfson (“Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in a publicly traded company, whose shares are quoted on the OTC Bulletin Board (the “Company”). The Company will acquire by merger, all of the issued and outstanding capital stock and the business of Be Active Brands, Inc. (“Be Active Brands”), a Delaware corporation. The Company is conducting a private placement (the “Offering”) of ________ (“Units”), with each Unit consisting of one (1) share of the Company’s common stock and a warrant, as more fully described below, at a purchase price of Twenty Three Cents ($0.23) per Unit (the “Purchase Price”). Each Unit will consist of: (i) one (1) share of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (the “Shares”) (or, at the election of any purchaser who would, as a result of purchase of Units become a beneficial owner of five
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement • January 15th, 2013 • Be Active Holdings, Inc. • Wholesale-apparel, piece goods & notions • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of January 9, 2013, by Be Active Holdings, Inc., a Delaware corporation (“Assignor”), and Superlight Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
