MASTER FRANCHISE AGREEMENTMaster Franchise Agreement • November 30th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places • New York
This Master Franchise Agreement (“Agreement”) is made and entered into on the 20th day of November, 2018 (the “Effective Date”) at Mumbai, by and between Smaaash Entertainment Private Limited, an Indian company, with its address at Trade View, Level 2, Kamala Mills, Lower Parel, Mumbai 400013, India (“Franchisor”) and I-AM Capital Acquisition Company, a company incorporated in the United States of America, with an address at 1345 Avenue of the Americas, 11th floor, New York, 10105 (“Franchisee”).
MASTER LICENSE AND DISTRIBUTION AGREEMENTMaster License and Distribution Agreement • November 30th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places • New York
This Master License and Distribution Agreement (“Agreement”) is made and entered into on the 20th day of November 2018 (the “Effective Date”) at Mumbai, by and between Smaaash Entertainment Private Limited, an Indian company, with an address at Trade View, Level 2, Kamala Mills, Lower Parel, Mumbai 400013, India (“Licensor”), and I-AM Capital Acquisition Company, a company incorporated in the United States of America, with an address at 1345 Avenue of the Americas, 11th floor, New York, 10105 (“Licensee”).
FOURTH AMENDMENT CUM ADDENDUM TO THE SHARE SUBSCRIPTION AGREEMENT DATED MAY 3, 2018Share Subscription Agreement • November 30th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places
This fourth amendment cum addendum agreement (“Agreement”) to the share subscription agreement dated May 3, 2018, as amended, is executed on this 15th day of November, 2018 at New Delhi:
Addendum to Master Franchise Agreement This is an Addendum (“Addendum”) to the Master Franchise Agreement dated November 20, 2018 executed on November 29, 2018 by and between the following:Master Franchise Agreement • November 30th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places
Smaaash Entertainment Private Limited, company incorporated under the provision of the Companies Act, 1956, having its Registered Office at 2nd Floor, Trade View Building, Oasis Complex, P.B. Marg, Lower Parel, Mumbai 400013 (hereinafter referred to as “Franchisor/Smaaash India” which expression shall unless be repugnant to its context or meaning thereof shall include its assign) of the First Part;
SMAAASH ENTERTAINMENT PRIVATE LIMITED Kamla Millscompound, Trade View Building, Lower Parel Mumbai 400013, IndiaShare Subscription Agreement • November 30th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places
I-AM CAPITAL ACQUISITION COMPANY New York, NY 10105 November 16, 2018Issuance of Shares • November 30th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places • New York
Reference is made to (i) that certain Engagement Letter (the “Engagement Letter”), dated as of October 8, 2018, by and between I-AM Capital Acquisition Company, a Delaware corporation (the “Company”) and Chardan Capital Markets, LLC (“Chardan”); (ii) that certain Letter Agreement, dated August 16, 2017, by and between the Company, I-AM Capital Partners LLC, the Company’s sponsor (the “Sponsor”), and the officers and directors of the Company (the “Insider Letter”); and (iii) that certain Registration Rights Agreement, dated August 16, 2017, by and between the Company and the Sponsor (the “Registration Rights Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Engagement Letter and the Insider Letter.
ESCROW AGREEMENTEscrow Agreement • November 30th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places • New York
This Escrow Agreement (this “Escrow Agreement”) is dated as of this 19th day of November, 2018, by and among I-AM Capital Acquisition Company, a Delaware corporation (the “Company”), Shripal Morakhia (“Morakhia”) and Ellenoff Grossman & Schole LLP, as escrow agent (“Escrow Agent”). The Company, Morakhia and the Escrow Agent are sometimes individually referred to as a “Party” and collectively as the “Parties”.
SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • November 30th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places • New York
This SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is dated as of November 20, 2018, by and between I-AM Capital Acquisition Company (“I-AM” or the “Company”) and Maxim Group LLC (“Maxim”). I-AM and Maxim are each sometimes referred to herein individually as a “Party” and together as the “Parties.”
