KATALYST SECURITIES LLCPlacement Agent Agreement • April 30th, 2019 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • New York
This letter (the “Agreement”) constitutes our understanding with respect to the engagement of Katalyst Securities LLC (“Katalyst”), registered broker dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and SIPC, as an exclusive placement agent (hereinafter referred to as “Placement Agent”), by Charlie’s Chalk Dust LLC, a Delaware limited liability company (the “Company”) to assist the Company with (i) a minimum Sixteen Million Five Hundred Thousand Dollars ($16,500,000) private placement financing of the Company (the “Offering”) of equity securities by the Company immediately preceding the proposed merger (the “Merger”) with a wholly owned subsidiary (“Acquisition Sub”) of True Drinks Holdings, Inc., a Nevada corporation (“TRUE”) or simultaneously with or immediately after the Merger, and (iii) to assist the Company with other filings required by FINRA, United States Securities and Exchange Commission (the “SEC”) and as required under the Securities Exchange Act
Employment AgreementEmployment Agreement • April 30th, 2019 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 26, 2019, by and between True Drink Holdings, Inc., a Nevada corporation (the “Company”), and Ryan Stump(“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2019 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 26th day of April, 2019 by and among True Drinks Holdings, Inc., a Nevada corporation (the “Company”), and the Members and Direct Investors receiving securities in connection with the Securities Exchange Agreement by and among the Company, Charlie’s Chalk Dust, LLC, and the Members and Direct Investors (the “Exchange Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Exchange Agreement unless otherwise defined herein. Unless stated otherwise herein, or the context otherwise requires, the term “Members” as set forth in this Agreement shall include Direct Investors.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • April 30th, 2019 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Securities Exchange Agreement, dated as of April 26, 2019 (this “Agreement”), is made and entered into by and among Charlie’s Chalk Dust, LLC, a Delaware limited liability company (“CCD” or the “Company”), the Class A Members, Class B Members, and holders of existing warrants of CCD executing this Agreement (each a “Member” and collectively, “Members”), and the Direct Investor signatories to this Agreement, on the one hand; and True Drink Holdings, Inc., a Nevada corporation (“Pubco”), on the other hand.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 30th, 2019 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Subscription Agreement, dated April 26, 2019 (this “Agreement”), has been executed by the advisors set forth on the signature page hereof (each an “Advisor” and collectively the “Advisors”) in connection with the placement (the “Offering”) by True Drink Holdings, Inc, a Nevada corporation (the “Company” or “Pubco”) of the securities discussed herein.
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • April 30th, 2019 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • California
This Debt Conversion Agreement (the “Agreement”) is entered into this 26 day of April, 2019 by and among True Drinks Holdings Inc., a Nevada corporation (the “Company”), and Red Beard Holdings, LLC, a Delaware limited liability company (“Red Beard”). Each of the Company, and Red Beard may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
KATALYST SECURITIES LLC NEW YORK, NY 10017 TEL: 212-400-6993 FAX: 212-247-1059 Member: FINRA & SIPCEngagement Letter • April 30th, 2019 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products • New York
Reference is made to that certain engagement letter agreement, dated as of February 15, 2019, (the “Engagement Letter”), with respect to the engagement of Katalyst Securities LLC (“Katalyst”), registered broker dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and SIPC, as the placement agent (hereinafter referred to as “Placement Agent”), by Charlie’s Chalk Dust LLC, a Delaware limited liability company (the “Company”). The parties wish to amend the Engagement Letter to increase the minimum and maximum amount of the Offering, change the date for initial close and fees due Katalyst by entering into this letter (this “Amendment”). Capitalized terms not defined in this First Amendment have the meanings set forth in the Engagement Letter.
