0001193125-20-236395.txt : 20200831 0001193125-20-236395.hdr.sgml : 20200831 20200831172319 ACCESSION NUMBER: 0001193125-20-236395 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 23 FILED AS OF DATE: 20200831 DATE AS OF CHANGE: 20200831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Laird Superfood, Inc. CENTRAL INDEX KEY: 0001650696 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 474373641 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-248513 FILM NUMBER: 201152600 BUSINESS ADDRESS: STREET 1: 275 W. LUNDGREN MILL DR. CITY: SISTERS STATE: OR ZIP: 97759 BUSINESS PHONE: (541) 548-0577 MAIL ADDRESS: STREET 1: 275 W. LUNDGREN MILL DR. CITY: SISTERS STATE: OR ZIP: 97759 FORMER COMPANY: FORMER CONFORMED NAME: Laird Superfood, LLC DATE OF NAME CHANGE: 20150811 S-1 1 d934473ds1.htm S-1 S-1
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As filed with the Securities and Exchange Commission on August 31, 2020.

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Laird Superfood, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   2000   81-1589788
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

275 W. Lundgren Mill Drive

Sisters, Oregon 97759

(888) 670-6796

(Address, including zip code, and telephone number, including

area code of registrant’s principal executive offices)

Valerie Ells

Chief Financial Officer

275 W. Lundgren Mill Drive

Sisters, Oregon 97759

(888) 670-6796

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

 

David R. Crandall, Esq.
Hogan Lovells US LLP
1601 Wewatta Street, Suite 900
Denver, Colorado 80202
(303) 899-7300
 

Andrew McCormick, Esq.

Laird Superfood, Inc.

275 W. Lundgren Mill Drive
Sisters, Oregon 97759
(888) 670-6796

 

Thomas S. Levato, Esq.

Goodwin Procter LLP

620 Eighth Avenue

New York, New York 10018

(212) 813-8800

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered  

  Proposed Maximum Aggregate  

Offering Price(1)(2)

  Amount of
Registration Fee(3)

Common Stock, par value $0.001 per share

  $40,000,000   $5,192.00

 

 

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.

 

(2)

Includes the aggregate offering price of additional shares that the underwriters have the option to purchase to cover over-allotments, if any.

 

(3)

Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state or jurisdiction where the offer or sale of these securities is not permitted.

 

SUBJECT TO COMPLETION, DATED AUGUST 31, 2020

PRELIMINARY PROSPECTUS

            Shares

LOGO

Laird Superfood, Inc.

Common Stock

 

 

This is the initial public offering of our common stock. We are offering to sell             shares of our common stock.

Prior to this offering there has been no public market for our shares. We anticipate that the initial public offering price will be between $         and $         per share of common stock.

We intend to apply to list our common stock on the NYSE American under the symbol “LSF”.

We are an “emerging growth company” as that term is used in the U.S. federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.

 

 

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 18 of this prospectus to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities regulators have approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

          Per Share           Total  

Initial public offering price

     $                                  $                             

Underwriting discounts and commissions(1)

     $          $    

Proceeds, before expenses, to us

     $          $    

 

(1)

In addition, we have agreed to reimburse the underwriters for certain expenses. See the section titled “Underwriting” for a description of the compensation and other items of value payable to the underwriters.

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional             shares of common stock to cover over-allotments, if any.

Delivery of the shares of our common stock will be made on or about                     , 2020, subject to customary closing conditions.

Joint Book-Running Managers

 

Canaccord Genuity   Craig-Hallum Capital Group

Co-Manager

Roth Capital Partners

The date of this prospectus is                 , 2020


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TABLE OF CONTENTS

 

     Page  

Prospectus Summary

     1  

Risk Factors

     18  

Special Note Regarding Forward-Looking Statements

     46  

Industry and Market Data

     48  

Use of Proceeds

     49  

Dividend Policy

     50  

Capitalization

     51  

Dilution

     53  

Selected Financial Data

     55  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     57  

Letter From Paul Hodge, Our Co-Founder and Chief Executive Officer

     74  

Business

     75  

Management

     99  

Executive Compensation

     106  

Principal Shareholders

     119  

Certain Relationships and Related Party Transactions

     121  

Description of Capital Stock

     125  

Shares Eligible for Future Sale

     129  

Material U.S. Federal Income Tax Considerations

     131  

Underwriting

     135  

Legal Matters

     142  

Experts

     142  

Where You Can Find More Information

     142  

Index to Financial Statements

     F-1  

Neither we nor any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor any of the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit our initial public offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside the United States.

Laird Superfood, the Laird Superfood logo, Superfood Creamer, Instafuel and other registered or common law trade names, trademarks, or service marks of Laird Superfood appearing in this prospectus are the property of Laird Superfood. This prospectus contains additional trade names, trademarks, and service marks of other companies that are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies. Solely for convenience, our trademarks and trade names referred to in this prospectus appear without the ® and symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor, to these trademarks and trade names. Crescendo® is a registered trademark of Bunn-O-Matic Corporation.


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PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms “Laird Superfood,” “the Company,” “we,” “us,” and “our” in this prospectus refer to Laird Superfood, Inc.

Our Company

Laird Superfood. Better Food. Better You.

Laird Superfood is an emerging consumer products platform focused on manufacturing and marketing highly differentiated plant-based and functional foods. The Laird Superfood brand is increasingly recognized and trusted by a growing number of consumers. The core pillars of the Laird Superfood platform are currently Superfood Creamer coffee creamers, Hydrate hydration products and beverage enhancing supplements, and roasted and instant coffees, teas and hot chocolate. Over time, Laird Superfood plans to aggressively and strategically grow revenues by further penetrating the multi-billion-dollar market opportunity presented by our current product lines, as well as expanding our platform to include additional products that meet our strict plant-based ingredient criteria to diversify our revenue base and increase Laird Superfood’s total addressable market (“TAM”) opportunity.

Laird Superfood was founded in 2015 by friends and surfing partners, Laird Hamilton and Paul Hodge. Mr. Hamilton is one of the best-known big wave surfers in the world and well respected for his innovation in many board sports. Mr. Hodge is an entrepreneur who has built numerous environmentally and socially conscious companies in the solar, home technology, electric transportation and sporting industries. Mr. Hamilton has long sought different ways to derive the maximum possible energy from natural food sources to carry him through some of the most grueling surf and exercise sessions in the world. With the need to stay in the water for four to six hours per session, Mr. Hamilton experimented with blends of espresso and a variety of natural fats, such as coconut oil, to create beverages designed to provide stable and long-lasting sources of energy.

After years of development and personal trial, Mr. Hamilton created a plant-based recipe consisting of coconut-based ingredients and Aquamin, a mineral rich, calcified sea algae harvested off the coast of Iceland. Mr. Hamilton found these special ingredients provided him with an extended boost of energy beyond a traditional cup of coffee. With the help of several industry veterans, Mr. Hodge spent fourteen months testing over seventy different formulations searching for a recipe that could be produced in a cost-effective and scalable manner in order to bring affordable and convenient consumption to consumers. In July 2015, Laird Superfood launched its first product, the Original Superfood Creamer.

Gabrielle Reece, who serves as our Chief Brand Ambassador and is married to Mr. Hamilton, also contributed actively to developing Laird Superfood’s debut products. Ms. Reece is a professional athlete, media personality and Nike’s first female spokeswoman. Her passion for healthy living and fitness expertise make her an influential voice in the world of health and wellness, particularly with a female audience. Mr. Hamilton, Mr. Hodge and Ms. Reece are committed to optimizing nutrition to improve consumer health and achieve peak performance through a platform of Laird Superfood products that taste great and are accessible to the general public.



 

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Laird Superfood is driven by the mantra of “Better Food, Better You.” To support this vision, we plan to introduce products that fuel consumers from sunrise to sunset, as part of Laird Superfood’s “Daily Ritual.”

 

LOGO



 

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As a result of growing consumer demand for Laird Superfood products and the continued expansion of our omnichannel distribution strategy, our net sales have grown from $568 thousand in 2016 to $13.1 million in 2019 and $11.1 million in the first six months of 2020, representing an annualized compound annual growth rate of approximately 185%. During the same period, our gross margins have expanded from 24.8% in 2016 to 38.8% in 2019 and 31.0% in the first six months of 2020, which highlights the inherent operating leverage built into our vertically integrated business model. We believe additional gross margin expansion can be achieved via factory efficiencies and overhead absorption.

Our Market Opportunity in the Evolving Food and Beverage Industry

Laird Superfood participates in what the U.S. Census Bureau estimates to be a $695 billion grocery market as of 2019, which is the second largest retail market after the automobile industry. Laird Superfood is specifically focused on the fastest growing sub-segment of the food and beverage market: U.S. Natural, Organic and Functional Food and Beverages. According to the Nutrition Business Journal, in 2018, U.S. Natural, Organic and Functional Food and Beverages sales were approximately $152 billion and grew 6.6% from the prior year, which was faster than the 4.0% growth in the overall food and beverage industry according to the U.S. Census Bureau. Further, according to the Nutrition Business Journal, during the same period, third-party and direct e-commerce sales represented two of the four fastest growing channels for U.S. Natural, Organic and Functional Food and Beverages sales, which bodes well for Laird Superfood due to our strong online presence and omnichannel expansion strategy.

Consumer preferences within the evolving food and beverage industry are shifting away from processed and sugar-laden food and beverage products, as well as those containing significant amounts of highly processed and artificial ingredients. There is also increasing recognition of the environmental impact of animal-based products. This has led to significant growth in plant-based foods and beverages. Per the Plant-Based Foods Association, U.S. retail sales of plant-based foods increased 11% from 2018 to 2019, reaching a market value of $4.5 billion, compared to increases of 4% and 7% in the general grocery and natural foods categories, respectively. Among plant-based food categories, plant-based creamers was the highest growing category, experiencing 40% growth for the twelve month period ended April 2019 compared to growth of only 12% for dairy-based creamers.

Laird Superfood’s long-term goal is to build the first scale-level and widely recognized brand that authentically focuses on natural ingredients, nutritional density and functionality. We believe an authentic and trusted brand is the strongest barrier to entry and a sustainable source of differentiation in the consumer packaged goods (“CPG”) industry. We also believe a strong brand is a valuable platform that can be leveraged to expand beyond our current markets to achieve relevance across multiple grocery aisles, online and a wide array of other relevant points of distribution. While the barriers to entry for launching a food product in the CPG industry have fallen in recent years as a result of unlimited shelf space on the internet and targeted online marketing, the barriers to building an internationally recognized and trusted brand relevant to today’s consumer remain high.

Our Competitive Strengths

We believe the following strengths differentiate Laird Superfood and create long-term, sustainable competitive advantages.

An Emerging Platform Within the Rapidly Expanding Plant-Based Natural Foods Industry

Over the near and intermediate term, Laird Superfood is highly focused on maximizing revenue growth by further penetrating the multi-billion-dollar market opportunity presented by our current product lines. However, we believe the larger long-term opportunity lies in building Laird Superfood



 

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into a unique platform within the natural foods industry, which is currently dominated by single-product companies. The core tenets of this platform approach are strengthening our authentic and trusted brand name, growing our expansive omnichannel distribution strategy and the introduction of a constant flow of new products that align with our core ethos. This platform provides opportunities for continual expansion of our TAM to allow long-duration growth, sustained differentiation of our brand, product diversification and leveraging our core strengths and operating costs to increase profit margins.

An Authentic and Trusted Brand Name

An authentic and trusted brand is one of the strongest long-term barriers to entry and sources of sustained differentiation in the consumer products industry. Since inception, Laird Superfood has invested heavily in building a trusted brand that consumers immediately identify as authentic, plant-based, nutrient dense and functional. Along with more traditional methods of brand-building, we have effectively harnessed the authentic lifestyle of Mr. Hamilton and Ms. Reece, both of whom have well-earned reputations for being on the cutting edge of fitness and nutrition. Our goal is to make Laird Superfood the choice for customers searching for nutrient dense, functional foods at a reasonable price. Our target market extends well beyond elite athletes into the mass market due to our recognition that Laird Superfood products must not only be natural, functional and nutrient-dense, they must also taste great and be affordable to provide access to all consumers.

Balanced and Highly Differentiated Omnichannel Distribution Strategy

Our highly differentiated omnichannel distribution strategy has three key components: online, wholesale and food service. In aggregate, this omnichannel strategy provides us with a diverse set of customers and wholesale partners, leading to a larger TAM opportunity than is normally available to products available primarily in grocery stores, along with an opportunity to develop a direct relationship with our customers at Lairdsuperfood.com. We believe that, along with a trusted brand name, extensive proprietary distribution is a critical long-term and sustainable barrier to entry in the food industry.

Our online business is two pronged and consists of Lairdsuperfood.com and Amazon.com. In 2019 and the first six months of 2020, the online business made up 58.4% and 57.1% of our net sales, respectively. Lairdsuperfood.com is a platform that provides an authentic brand experience for our customers that drives engagement and provides feedback for future product development, while generating highly attractive margins. We view our growing proprietary database of customers ordering directly from our website as a strategic asset, as it enhances our ability to develop a long-term relationship with these customers. Content on our website allows Laird Superfood to educate consumers on the benefits of our products and ingredients, while providing a positive customer experience. We believe this experience leads to higher retention rates among repeat users and subscribers, as evidenced by repeat users and subscribers accounting for approximately two-thirds of Lairdsuperfood.com sales during the first six months of 2020. This direct relationship also allows us to market and cross-sell new products more efficiently, which should lead to higher customer lifetime values. Finally, Lairdsuperfood.com serves as the cornerstone of our subscription business which has shown consistent revenue growth since its inception in May 2017 and has increased its individual subscriber base at a compound annual growth rate of 297% through June 2020.

Our wholesale business addresses the $695 billion grocery industry, specifically the $152 billion Natural, Organic and Functional Foods and Beverages sub-segment, which has been increasing its proportion of the grocery industry, as well as many non-grocery retail channels. In 2019 and the first six months of 2020, wholesale made up 40.4% and 41.0% of our net sales, respectively. Laird Superfood products are sold through a diverse set of retail channels, including conventional, natural



 

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and specialty grocery, club, outdoor and drug stores. We currently estimate our products are in over 5,500 retail door locations across the United States and we believe the long-term potential store base exceeds 20,000 retail locations in the United States. The diversity of our retail channel represents a strong competitive advantage for Laird Superfood and provides us with a larger TAM than would be considered normal for a food brand that is singularly focused on the grocery market. We have invested in a national sales team, as well as an internal salesforce and customer service team.

Our food service business addresses a broad set of customers including, but not limited to, local and regional coffee shops, juice bars, corporate offices, hotels, restaurants, college campuses, professional sports teams and gyms. In 2019 and the first six months of 2020, food service was 1.2% and 1.9% of our net sales, respectively. Though currently a small percentage of net sales, we believe the market opportunity for our food service business is very large, providing us with the ability to further diversify our customer base and increase our TAM. To strongly differentiate our food service offerings, Laird Superfood has worked with Bunn, one of the largest coffee capital equipment manufacturers in the United States, to create the Laird Superfood Crescendo®, a plant-based latte machine that is a convenient solution for a variety of office, gym, restaurant, and other food service environments. The average cash-on-cash pay-back period for food service customers that purchase a Crescendo® for retail use with our products is less than twelve months. Since the Laird Superfood Crescendo® was debuted in March 2019, we have built an installed base of 34 units as of June 30, 2020.

Proven Efficiency in Marketing Spend to Drive Growth and Acquire New Customers

Throughout our history, Laird Superfood has maintained a disciplined, data-driven and returns-based focus on the deployment of marketing dollars to build our brand and acquire new customers. In our view, marketing dollars must be deployed efficiently to sustain growth over the long-term and eventually move Laird Superfood towards profitability. We have placed a strong focus on generating free and organic traffic for our website and social media channels, expanding our proprietary database of customers, growing subscriptions and acquiring customers from a wide variety of channels. These efforts are aimed at structurally reducing our dependence on the least proprietary and most competitive sources of online customer acquisition. As a result, Laird Superfood has historically acquired new customers at an attractive cost relative to their projected lifetime value. Our three-year cash Lifetime Value to Customer Acquisition Cost (“LTV/CAC”) ratio for new online customers was 3.5x as of June 30, 2020.

We expect to remain disciplined in our customer acquisition efforts going forward and have plans to significantly expand the number of channels through which we will attempt to find additional sources of low-cost customer acquisition opportunities.

Vertically Integrated Business Model

Since inception, Laird Superfood has focused on building a vertically integrated business model. The core of this strategy is our highly efficient manufacturing process, which enables rapid expansion of production capacity, provides fixed-cost leverage on increased volumes and optimizes our ability to control quality.

We produce our powdered creamers and hydration products on automated equipment. At this stage of revenue contribution, we have elected to co-pack our liquid creamers and beverage enhancing supplements. In addition, we externally source our whole bean and ground coffee. We produce 17 of our 26 SKUs in house as of June 30, 2020, with only nine SKUs consistently co-packed. When we refer to “SKUs” in this prospectus, we are referring to flavor count. If a flavor is available in more than



 

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one size, we are referring to all sizes collectively as one SKU. Based on our current projections, we believe our existing footprint, upon installation of manufacturing equipment which is anticipated to be materially paid for in the third quarter of 2020, will support $100 million in annual gross sales of internally produced powdered products without a need for a material increase in capital expenditures. This provides us with substantial current excess manufacturing capacity to enable future growth in a capital efficient manner.

In addition to manufacturing capabilities, we have internalized branding, design, packaging, digital marketing, customer service and data analytic capabilities, along with finance, legal, research and development and human resource functions. Our broad in-house capabilities and extensive manufacturing capacity are expected to enable significant fixed-cost leverage going forward in manufacturing, as well as most other operating expense line items.

Targeting Top-Tier Food Industry Gross Margins

Strong gross margins provide Laird Superfood with a sustainable competitive advantage, as these gross profit dollars can be used to aggressively invest in growth initiatives to further differentiate our brand, expand our revenue opportunity and increasingly cover fixed costs as we move toward profitability. Laird Superfood has demonstrated gross margin expansion throughout most of our history as we have leveraged our manufacturing infrastructure over higher volumes. Our vertically integrated model is expected to enable gross margins to continue to move toward levels above food industry averages, as production volumes increase.

Investor Relationship with Danone Manifesto Ventures

In April 2020, Danone Manifesto Ventures, PBC invested $10 million in Laird Superfood. Danone Manifesto Ventures is the investment arm of Danone S.A., one of the largest and most successful consumer product companies in the world and a global leader in plant-based products with which we share a vision of a healthy and sustainable future of food. We believe Danone Manifesto Ventures will provide Laird Superfood with valuable CPG guidance, best practices and industry-specific expertise to help us capitalize on our growth opportunity. We believe this investor relationship is an important strategic fit for Laird Superfood, as it allows us to maintain our independence, agility, entrepreneurial spirit and mission, while benefiting from the manufacturing, marketing and operational experience of a world-class organization.

Focus on Environmental, Social and Governance (ESG) Best Practices

Laird Superfood’s founders strongly believe we should seek to drive value for all relevant stakeholders, including customers, employees, community, shareholders and the broader environment. This philosophy of “Ohana” is particularly important to Mr. Hamilton and Ms. Reece and permeates our culture. Laird Superfood is conscientious in its sourcing of raw materials, the carbon-benefits of facilitating plant-based alternatives, the impact of our operations on the environment and our community, and providing products that discourage the culture of single-use plastics.

Our Growth Strategy

We believe there is great opportunity to leverage the strength of our existing products and build Laird Superfood into one of the world’s preeminent natural food brands. Consumers are increasingly incorporating natural alternatives into their diet. However, there are limited national natural food brands with the name recognition of legacy brands in traditional center-of-the-store grocery aisles. Laird Superfood is seeking to build a high level of brand recognition, as well as develop a trust and understanding with consumers that, regardless of category, any product labeled Laird Superfood will



 

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taste great and maintain a high-quality ingredient set. That is the heart of our platform strategy. Our primary growth strategies are as follows:

Open-Ended and Long Duration Growth Opportunity in the Enormous Grocery Market

At $695 billion, the U.S. grocery market is one of the largest retail end-markets in the world. Laird Superfood’s strategy is to maximize penetration of this opportunity through a variety of avenues, including growing brand trust and recognition, significantly expanding our grocery distribution footprint to multiples of our current level of 5,500 doors, driving shelf velocity through an acceleration of online and offline advertising and introducing new products to expand our store footprint. According to SPINS, as of June 30, 2020, we have achieved an All Commodity Volume (ACV) of 48.18% in the natural enhanced retailer channel, up from 19.87% as of June 30, 2019. In the conventional grocery channel, we estimate we have achieved less than 10% of ACV.

Exposure to Plant-Based, Functional and Natural Foods Portions of the Grocery Market

Within the grocery category, there is an ongoing secular shift from highly processed legacy brands that demonstrate little nutritional benefit to natural, nutrient-dense, functional and plant-based alternatives. We expect the shift in consumer tastes driving the growth of natural and plant-based alternatives will continue throughout the foreseeable future as consumers become better educated on nutrition and focus on the health and wellness of themselves, their families and the environment. There is also clear evidence that an increasing number of natural and plant-based products in stores are moving beyond the natural and specialty segments and into conventional grocery stores. The continuation of these trends should benefit Laird Superfood as it seeks to penetrate the very large overall grocery market.

Business Model Characterized by Repeat and Recurring Revenues

Because the consumption of coffee, creamers and hydration products is a daily ritual for many consumers, there is a natural and frequent repeat usage of Laird Superfood products among large portions of our customer base. For this reason, Laird Superfood has always enjoyed a meaningful base of recurring revenues due to repeat orders by its consumers and wholesale partners. Growing this base of recurring revenues is a strong focus of Laird Superfood as it evaluates new product development opportunities, acquisitions and marketing strategies.

In 2019 and the first six months of 2020, subscriptions and repeat customers made up 65% and 61% of Lairdsuperfood.com net sales, respectively, even while aggressively growing new customers during these periods. We have also grown subscriptions on Lairdsuperfood.com at a compound annual growth rate of 297% from inception through June 30, 2020. Further, we view our wholesale business as highly recurring due to the high retention rate of our largest wholesale customers who remain pleased with the strong sell through of our products. The recurring nature of our revenues provides us with confidence in the sustainability of growth over a long period of time. Not only do recurring revenues provide a cushion during downturns, but they make it much easier to achieve sustained and rapid revenue growth due to an ever-growing underlying base of sales.

Resiliency of Recurring Revenues and Business Model During the COVID-19 Pandemic

Though Laird Superfood’s revenues have proven to be highly recurring since our inception, there was some concern our products would be viewed as premium and more discretionary by consumers



 

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during an economic downturn. However, the quarter ended June 30, 2020 resulted in the highest revenue in the history of Laird Superfood, evidencing the resiliency of our brand in times of economic uncertainty. Early indications suggest consumers continued to drink our coffee, use our creamers and put an even greater emphasis on their own food and supplement choices during the COVID-19 pandemic. If there was a trade-down effect, it appears consumers may have increased their at-home consumption relative to purchases at traditional coffee shops. On a per-serving basis, a home-brewed cup of coffee using Laird Superfood creamer is substantially less expensive than a premium blend at most coffee shops. The performance of Laird Superfood during this extremely difficult period provides us with even greater confidence in the recurring nature of our business, the efficacy of our omnichannel sales model, and the elasticity of our vertically integrated capabilities when facing spiking demand, even during otherwise challenging conditions. Management continues to monitor the evolving situation, and Laird Superfood intends to follow the advice of public health authorities and adhere to government regulations with respect to COVID-19 as they develop, which may result in reduced hours at or closure of our production facility.

Continued Expansion of Distribution Footprint

Based on our estimate of what wholesale penetration for a leading CPG brand should be at maturity, we believe Laird Superfood’s wholesale distribution footprint should eventually be multiples of its current size. Currently, our products are marketed and sold through a diverse set of physical retail and online channels, including grocery chains, club stores, specialty and natural food outlets, coffee shops, juice bars, gyms, restaurants, hospitality venues, corporate workplaces, Lairdsuperfood.com and Amazon.com. Maximizing potential distribution will be a key growth driver for Laird Superfood and our goal is to expand distribution so that our products are available wherever our customers choose to shop, whether it be a retail store, food service environment or directly online. While expanding distribution, we are simultaneously increasing our brand awareness through an extensive program of online and offline marketing initiatives to accelerate the sell-through velocity of our products once they reach the shelves of our wholesale partners.

Maximize Market Penetration of Existing Product Lines

Laird Superfood’s existing creamer, hydration and beverage enhancing supplement, and instant and roasted coffee categories represent a multi-billion-dollar TAM. We believe simply penetrating these core markets with our differentiated product lines provides Laird Superfood with a large and long-duration growth opportunity. In the near-term, Laird Superfood will focus on growing share within these categories. This is particularly true within the coffee creamer market, where plant-based products are driving category growth and Laird Superfood Creamer products are exhibiting very strong performance. We will continue to drive growth of our Superfood Creamers through distribution expansion and increased marketing and advertising to drive brand recognition and shelf velocity. We will also attempt to leverage our new and existing wholesale relationships to gain additional shelf space for our full suite of existing products.

New Product Development

While Laird Superfood’s current product lines are growing strongly and address multi-billion-dollar market opportunities with differentiated products, we intend to enhance our growth by launching new products over time, including planned launches in 2020. In the first and second quarters of 2020, we launched three flavors of our liquid Superfood Creamer and our ground coffee with functional mushrooms product. In the third and fourth quarters of 2020, we expect to launch an immune supplement beverage mix, a plant-based protein powder, a powdered greens beverage mix, a packaged pili nuts snack product, and an additional flavor of our liquid Superfood Creamer. These



 

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new products have been, and future products will be, developed primarily through internal research and development. We are focused on creating products that conform to our uncompromising brand ethos of great taste, high-quality ingredients, nutritional density and functionality. Additional criteria for new product development include the potential for broad commercial acceptance, size of market opportunity, regulatory compliance issues, manufacturing process, availability and cost of raw materials, shelf-life and expected usage patterns by potential customers.

Opportunity for Tuck-In Acquisitions to Supplement Organic Growth and Expand Platform

To date, Laird Superfood’s revenues have been driven solely by organic growth and that will remain our primary focus going forward. However, longer-term, we believe there will be opportunities to expand our TAM and diversify our revenue base through acquisitions. In this scenario, our belief is acquisitions would be of a tuck-in nature and target highly fragmented markets within plant-based foods. All products acquired are expected to be re-branded Laird Superfood and would fit our ethos of great taste, nutrition, all-natural ingredients and functional benefits.

Expected Increases in Gross Margins, Fixed-Cost Leverage and a Capital Efficient Sales and Marketing Strategy Should Allow Earnings to Grow Faster than Sales, Providing a Path to Profitability

While generating topline growth is of primary importance to Laird Superfood, we are also highly focused on growing earnings faster than net sales and achieving profitability within a reasonable period. Multiple aspects of Laird Superfood’s business lead us to believe there is substantial operating leverage that should allow us to achieve profitability. First, our gross margins should expand due to the efficient nature of manufacturing our powdered products, excess capacity in our manufacturing facilities and the ability to leverage fixed costs in our factory over higher volumes. Second, we believe that outside of incremental new expenses associated with being a public company, general and administrative expenses should grow slower than net sales. Finally, we do have modest fixed-cost leverage on our sales and marketing spend, along with a history of disciplined and efficient customer acquisition strategies. Laird Superfood remains committed to a business model focused on not just topline growth, but on steady progress toward profitability.

Our Products

Our authentic and sustainably differentiated plant-based products become part of our customer’s “Daily Ritual”, providing energy and hydration throughout the day, presenting the opportunity to expand a portfolio of plant-based products. As part of our focus on sustainability and a better-for-you “Daily Ritual”, the product categories we have focused on to date are powdered and liquid coffee creamers, hydration and beverage enhancing supplements, and coffee, tea and hot chocolate products.



 

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Our gross sales by product category are reflected below:

 

    Six months ended June 30,     Years ended December 31,  
    2020     2019     2018  
                $                 % of
    Total    
    $     % of
    Total    
    $     % of
    Total    
 

Coffee Creamers

  $ 8,017,868       66.6   $ 9,330,678       67.8   $ 5,611,857       68.9

Hydration and Beverage Enhancing Supplements

    1,849,298       15.3     2,022,269       14.7     956,967       11.7

Coffee, Tea, and Hot Chocolate Products

    1,979,141       16.4     1,930,434       14.0     1,347,297       16.5

Other

    200,262       1.7     471,097       3.4     233,024       2.9
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross Sales

  $ 12,046,569       100.0   $ 13,754,478       100.0   $ 8,149,145       100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Powdered and Liquid Coffee Creamers

Laird Superfood is disrupting the three-billion-dollar coffee creamer market with its cornerstone portfolio of Superfood Creamers. According to IRI, the coffee creamer category grew 6.0% in 2019, while Laird Superfood’s creamer business grew 66.3% in 2019. Coffee creamers represented 67.8% of our gross sales in 2019 and 66.6% of our gross sales in the first six months of 2020. The three main benefits and points of differentiation to consumers from our Superfood Creamer products are their taste, limited ingredient set, and their inclusion of plant-based fats.

Hydration and Beverage Enhancing Supplements

Laird Superfood’s hydration/beverage enhancer portfolio includes our Hydrate coconut water products, our Activate Daily Jumpstart product, as well as our Performance Mushrooms supplement. These products represented 14.7% of our gross sales in 2019 and 15.3% of our gross sales in the first six months of 2020. The main benefits and points of differentiation to consumers from our Hydrate products are great taste; a limited number of ingredients that provides desired hydration enhancers, such as electrolytes and potassium, and additional attractive trace minerals from Aquamin; no artificial sugars, ingredients or colors that are prevalent in most competing sports drinks; the ability for customers to adjust serving size based on individual taste preference; and a lower-cost per serving than traditional single-use packaged sports drinks and coconut waters.

Coffee, Tea, and Hot Chocolate Products

Laird Superfood sells high quality instant beverage products, pre-mixed with its superfood creamer, in a just-add-hot-water line of Hot Chocolate with functional mushrooms and Instafuel products, which include coffee and tea options. Additionally, Laird Superfood offers whole and ground roast coffee products. These products represented 14.0% of our gross sales in 2019 and 16.4% of our gross sales in the first six months of 2020. Although not historically a focus for Laird Superfood, whole and ground roast coffees offer an intuitive and complementary sale to individuals purchasing our creamers and we believe our new organic coffee blended with functional mushrooms will serve as a category disruptor and a point of differentiation in an otherwise stale segment.

Our Customer Usage Patterns

Today, all Laird Superfood products are focused on providing nutrient dense and functional alternatives in multi-billion-dollar market categories, such as coffee creamers and sports drinks. Laird Superfood products are also designed to become part of an individual’s daily ritual, which drives repeat usage, provides a base of recurring revenues and grows customer lifetime value.



 

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During the six months ended June 30, 2020, repeat users represented 30% of our total orders on our direct website. This occurred even as we sought to expand our new customer base as fast as reasonably possible. Furthermore, during the six months ended June 30, 2020, 31% of our net sales on our direct website came from our subscription program. These dynamics create meaningful recurring revenues. We believe this combination of repeat usage, order frequency and retention rates provide us with attractive returns on marketing spend and customer unit economics.

When combining our Lairdsuperfood.com and Amazon.com online channels, we achieved a three-year cash LTV/CAC ratio of 4.1x in 2018, 3.7x in 2019 and 3.5x in the first six months of 2020. Our three-year cash LTV is calculated as the net cash contribution for online customers acquired at least three years ago divided by the number of new online customers acquired during that period. Net cash contribution is inclusive of online net sales, less online related raw materials, packaging, shipping, freight and Amazon.com selling fees. CAC is estimated as the amount spent in the respective calendar year to acquire new online customers, divided by the number of new online customers acquired during the same period. CAC is inclusive of advertising, marketing, and payroll costs specific to online acquisition channels.

Since inception, we have witnessed strong retention rates in our online business and have active customers across every single monthly cohort in our Lairdsuperfood.com business going back to November 2015. A defining characteristic of our users is that over time their retention rates rise. From inception through June 2020, 30.9% of the consumers that try our products order a second time. Once customers are on their fifth order, our average retention rate is 75.5% and by their tenth order our average retention rate is 86.9%. The customers exhibiting these order patterns become our “power users” and they drive the recurring revenue nature of our portfolio of products.

Subscriptions also play an important role in driving retention rates for our direct online business and in 2019 and the first six months of 2020 subscriptions made up 32% and 31% of our direct online net sales, respectively. Since the start of our subscription program in May 2017 we have grown our subscriber base at a compound annual growth rate of 297% through June 2020. In addition to subscriptions, Lairdsuperfood.com has a high percentage of repeat users. In 2019 and the first six months of 2020, 65% and 61% of the net sales at Lairdsuperfood.com came from either subscribers or repeat users, respectively. This high percentage of repeat orders comes even as we have been rapidly growing our new customer base.

Selected Risks Affecting Our Business

Our business is subject to numerous risks and uncertainties that you should be aware of before making an investment decision, including those highlighted in the “Risk Factors” section immediately following this prospectus summary. These risks include, but are not limited to, the following:

 

   

we have a limited operating history and there is no assurance of profitability;

 

   

we may not be able to successfully implement our growth strategy on a timely basis or at all, and much of our strategy relies on third parties, such as distribution partners;

 

   

our product categories face a high level of competition, which could negatively impact our sales and results of operations;

 

   

our exposure to the risk of food regulation, safety and quality issues, and associated regulatory and legal action from consumers, third-parties, or regulators;

 

   

our exposure to fluctuations in availability of raw materials and other inputs, and increased costs for our raw materials and other inputs;



 

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we rely on key management personnel and the reputation of our founders for the success of our business;

 

   

our continued success depends on our ability to successfully innovate on a cost-effective basis; and

 

   

erosion of the reputation of one or more of our leading products could negatively impact our sales and results of operations.

If we are unable to adequately address these and other risks we face, our business, financial condition, results of operations and prospects may be adversely affected.

Conflicts of Interest

Our success depends on key individuals whose continued service is not guaranteed, and the loss of one or more of such individuals could adversely affect our ability to manage our business and implement our growth strategies.

We depend on our management and on our co-founders Mr. Hamilton and Mr. Hodge. Both Mr. Hamilton and Mr. Hodge are key creative forces in the development of our current and future products. Mr. Hamilton is also the namesake of the Company, and our brand authenticity is enhanced by the active involvement of Mr. Hamilton and Ms. Reece, who are widely known for their long-standing commitment to health, nutrition, fitness and positivity. The loss of the services of any of these persons, particularly Mr. Hamilton or Mr. Hodge, could adversely affect our business, diminish our expansion opportunities, and weaken our relationships with business partners and customers.

Mr. Hamilton and Ms. Reece are actively involved in other business investment activities that are independent from, and potentially conflict with, those of the Company. These conflicts of interest may divert their time and attention away from the Company. In addition, we have only entered into limited noncompetition or nonsolicitation agreements with certain senior employees which makes us vulnerable to competition from insiders. These conflicts of interest may result in the loss of business opportunities and take attention away from the Company, which may materially and adversely impact our prospects, business advantage, financial condition and results of operations.

Two-for-One Stock Split

Our board of directors and stockholders approved a two-for-one split of our common stock, which was effected on August 19, 2020. The split divided each outstanding share of our common stock into two shares of common stock and correspondingly adjusted the conversion prices of our convertible preferred stock. No fractional shares were issued in connection with the split. All references to common stock, options to purchase common stock, restricted stock, share data, per share data and related information have been retroactively adjusted, where applicable, in this prospectus to reflect the split of our common stock, and the corresponding adjustment of the conversion prices of our preferred stock, as if it had occurred at the beginning of the earliest period presented.

Corporate Information

We were formed as a limited liability company on June 25, 2015 under the laws of the State of Oregon, converted to a corporation under the laws of the State of Oregon on February 18, 2016, and converted to a corporation under the laws of the State of Delaware on July 3, 2018. Our principal executive offices are located at 275 W. Lundgren Mill Drive, Sisters, Oregon 97759. Our main phone



 

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number is 888-670-6796. Our website is www.lairdsuperfood.com. Our fiscal year ends on December 31. We have included our website address in this prospectus as an inactive textual reference only. Information contained on, or that can be accessed through, our website is not part of this prospectus. You should not rely on any information contained or included on our website in making your decision whether to purchase our common stock.

Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

 

   

a requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

 

   

an exemption from the auditor attestation requirement on the effectiveness of our internal control over financial reporting;

 

   

reduced disclosure about the Company’s executive compensation arrangements; and

 

   

no non-binding advisory votes on executive compensation or golden parachute arrangements.

In particular, in this prospectus, we have provided only two years of audited financial statements and have not included all of the executive compensation-related information that would be required if we were not an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

We may take advantage of these provisions until the end of the fiscal year in which the fifth anniversary of this offering occurs, or such earlier time when we no longer qualify as an emerging growth company. We would cease to be an emerging growth company on the earlier of (1) the last day of the fiscal year (a) in which we have more than $1.07 billion in annual revenue or (b) in which we have more than $700 million in market value of our capital stock held by non-affiliates, or (2) the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all these reduced burdens.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards, and therefore we will not be subject to the same requirements to adopt new or revised accounting standards as other public companies that are not emerging growth companies.



 

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THE OFFERING

 

Issuer

Laird Superfood, Inc.

 

Common stock offered by us

            shares

 

Over-allotment option

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to                 additional shares of our common stock at the initial public offering price (less underwriting discounts and commissions) to cover over-allotments, if any.

 

Common stock to be outstanding after this offering

            shares (or                 shares if the underwriters’ option to purchase additional shares of our common stock from us is exercised in full).

 

Use of proceeds

We estimate that the net proceeds to us from the sale of shares of our common stock in this offering will be approximately $         (or approximately $         if the underwriters’ option to purchase additional shares of our common stock from us is exercised in full), based upon the assumed initial public offering price of $        per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

  We intend to use net proceeds from this offering for working capital and general corporate purposes, including operating expenses and capital expenditures. Additionally, we may use a portion of the net proceeds from this offering to acquire businesses or products. However, we do not have agreements or commitments for any material acquisitions at this time. See “Use of Proceeds.”

 

Risk factors

Investing in our common stock involves a high degree of risk. See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

 

Proposed listing

We intend to apply to list our common stock on the NYSE American in connection with this offering.

 

Proposed symbol

“LSF”.

The number of shares of our common stock to be outstanding after this offering is based on 4,330,500 shares of our common stock outstanding as of June 30, 2020, and includes an aggregate of



 

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1,395,470 shares of common stock issuable upon conversion of our outstanding convertible preferred stock as of June 30, 2020, and excludes the following:

 

   

514,756 shares of common stock issuable upon the exercise of options outstanding as of June 30, 2020, at a weighted-average exercise price of $6.86 per share;

 

   

76,628 shares of common stock that may become issuable upon the exercise of a warrant at the closing of this offering, as more fully described in “Certain Relationships and Related Party Transactions – Stockholder Agreement and Warrant”;

 

   

            shares of common stock reserved for issuance under our 2020 Omnibus Incentive Plan, as more fully described in “Executive Compensation – Laird Superfood, Inc. 2020 Omnibus Incentive Plan”; and

 

   

             shares of common stock reserved for issuance under our 2020 Employee Stock Purchase Plan, as more fully described in “Executive Compensation – Laird Superfood, Inc. 2020 Employee Stock Purchase Plan.”

Except as otherwise indicated, all information in this prospectus assumes:

 

   

a two-for-one split of our common stock, and the corresponding adjustment of the conversion prices of our convertible preferred stock, which was effected on August 19, 2020;

 

   

the filing and effectiveness of our amended and restated certificate of incorporation and the effectiveness of our amended and restated bylaws, each of which will occur immediately prior to the closing of this offering;

 

   

the conversion upon the closing of this offering of all outstanding shares of convertible preferred stock into an aggregate of 1,395,470 shares of common stock, as described above;

 

   

no exercise or termination of outstanding stock options after June 30, 2020; and

 

   

no exercise by the underwriters of their option to purchase up to an additional              shares of our common stock from us in this offering to cover over-allotments, if any.



 

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SUMMARY FINANCIAL INFORMATION

The following tables present summary financial data for our business. We derived the summary statement of operations data for the years ended December 31, 2019 and 2018 and the balance sheet data as of December 31, 2019 and 2018 from our audited financial statements included elsewhere in this prospectus. The summary statements of operations data for the six months ended June 30, 2020 and 2019 and the balance sheet data as of June 30, 2020 have been derived from our unaudited interim financial statements included elsewhere in this prospectus and are not necessarily indicative of results to be expected for the full year. The unaudited interim financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial position as of June 30, 2020 and the results of operations for the six months ended June 30, 2020 and 2019. Our historical results are not necessarily indicative of the results that may be expected in the future. You should read this data together with our financial statements and related notes included elsewhere in this prospectus and the information in the sections of this prospectus titled “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

        Six Months Ended June 30     Years Ended December 31,  
           2020     2019     2019            2018  
        (unaudited)                  

Statement of Operations Data:

           

Sales, net

    $ 11,092,055     $ 5,445,307     $ 13,103,728       $ 8,291,082  

Cost of goods sold

      (7,650,736     (3,269,325     (8,019,094       (5,628,122
   

 

 

   

 

 

   

 

 

     

 

 

 

Gross profit

      3,441,319       2,175,982      
5,084,634
 
      2,662,960  

Gross margin

      31.03%       39.96%       38.80%         32.12%  

Operating expenses:

           

General and administrative

      3,432,012       2,333,499       5,201,184         5,826,035  

Research and product development

      261,111       76,435       324,284         119,487  

Sales and marketing

      4,788,517       3,880,220       8,311,137         5,146,934  
   

 

 

   

 

 

   

 

 

     

 

 

 

Total operating expenses

      8,481,640       6,290,154       13,836,605         11,092,456  
   

 

 

   

 

 

   

 

 

     

 

 

 

Operating loss

      (5,040,321     (4,114,172     (8,751,971       (8,429,496

Other income (expense)

      38,701       142,729       248,023         (29,940
   

 

 

   

 

 

   

 

 

     

 

 

 

Net loss

      (5,001,620     (3,971,443     (8,503,948       (8,459,436

Deemed contribution from the redemption of preferred stock

      -         -         7,448,879         -    

Less deemed dividend of beneficial conversion feature

      (825,366     -         -           (749,998

Less deemed dividend on warrant discount

      (179,427     -         -           -    
   

 

 

   

 

 

   

 

 

     

 

 

 

Net loss attributable to Laird Superfood, Inc. common stockholders

    $ (6,006,413   $ (3,971,443   $ (1,055,069     $ (9,209,434
   

 

 

   

 

 

   

 

 

     

 

 

 

Net loss per share attributable to Laird Superfood, Inc common stockholders:(1)

    $ (1.40   $ (1.13   $ (0.29     $ (2.60

Weighted-average shares of common stock outstanding used in computing net loss per share of common stock(2)

      4,303,305       3,514,705       3,668,050         3,541,563  

Basic and diluted pro forma net loss per share to common stockholders (unaudited):(3)

    $ (1.14     $ (0.20    

Weighted-average shares of common stock outstanding used in computing pro forma net loss per share of common stock (unaudited):

      5,261,155         5,371,897      


 

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(1)

All share, per share and related information has been retroactively adjusted, where applicable, to reflect the impact of the two-for-one split of our common stock, which was effected on August 19, 2020.

(2)

See statements of operations, Note 12 in the audited financial statements, and Note 13 in the unaudited interim financial statements for the six months ended June 30, 2020 included elsewhere in this prospectus for further details on the calculation of net loss per share.

(3)

See Note 1 in the audited financial statements and Note 1 in the unaudited interim financial statements for the six months ended June 30, 2020 included elsewhere in this prospectus for further details on the calculation of basic and diluted pro forma net loss per share.

The table below presents our balance sheet data as of June 30, 2020:

 

   

on an actual basis;

 

   

on a pro forma basis to give effect to: (i) the conversion of all shares of our outstanding convertible preferred stock as of June 30, 2020 into an aggregate of 1,395,470 shares of common stock immediately prior to the consummation of this offering; and (ii) the filing and effectiveness of our amended and restated certificate of incorporation, which will occur, in each case, immediately prior to the consummation of this offering; and

 

   

on a pro forma as adjusted basis to give further effect to the sale of              shares of common stock in this offering at an assumed initial public offering price of $         per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

     As of June 30, 2020  
     Actual     Pro-Forma     Adjusted
Pro-Forma(1)
 
     (unaudited)  

Balance Sheet Data:

      

Cash and cash equivalents

   $ 8,549,176     $ 8,549,176     $                        

Working capital(2)

     15,985,713       15,985,713    

Property and equipment, net

     2,761,713       2,761,713    

Total assets

     24,678,717       24,678,717    

Total liabilities

     2,459,497       2,459,497    

Total convertible preferred stock

     15,929,297       -      

Total stockholders’ equity

     6,289,923       22,219,220    

 

(1)

Each $1.00 increase or decrease in the assumed initial public offering price of $         per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), would increase or decrease the amount of cash and cash equivalents, working capital, total assets and total stockholders’ equity by $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase or decrease of 100,000 in the number of shares we are offering would increase or decrease the amount of cash and cash equivalents, working capital, total assets and total stockholders’ equity by approximately $         million, assuming the assumed initial public offering price per share of $         (the midpoint of the estimated price range set forth on the cover of this prospectus) remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing.

(2)

The Company defines working capital as current assets less current liabilities.



 

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes, before making a decision to invest in our common stock. Our business, results of operations, financial condition or prospects could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks actually occur, our business, results of operations, financial condition and prospects could be materially and adversely affected. In that event, the market price of our common stock could decline, and you could lose all or part of your investment.

Risks Relating to Our Limited Operating History, Financial Position and Capital Needs

We are an early stage company and have incurred significant losses since our inception. We expect to incur losses for the foreseeable future and may never achieve or maintain profitability.

We are an early stage company. We were formed and commenced operations in June 2015. We face all the risks faced by newer companies, including significant competition from existing and emerging competitors, many of which are established and have access to capital. In addition, as a new business, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors. We will need to transition from an early stage company to a company capable of supporting larger scale commercial activities. If we are not successful in such a transition, our business, results and financial condition will be harmed.

We have not been profitable to date and we expect operating losses for the near future. During the years ended December 31, 2018 and 2019, we achieved net sales of approximately $8.3 million and $13.1 million, respectively, and incurred net losses of approximately $8.5 million and $8.5 million, respectively. During the six months ended June 30, 2020, we achieved net sales of approximately $11.1 million and incurred net losses of approximately $5.0 million. Furthermore, to the extent our business strategy is successful, we must control overhead expenses and we may need to incur the expense of additional reliance on outside co-packers or hire additional personnel as needed. We may not succeed in expanding our customer base and product offerings and even if we do, may never generate revenue that is significant enough to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable would depress our value and could impair our ability to raise capital, expand our business, diversify our product offerings or even continue our operations.

Even if this offering is successful, we may need additional funding in order to grow our business.

To date, we have financed our operations through private placements of our common and preferred stock and borrowings under our Loan Agreement, dated August 10, 2017, by and between us and East Asset Management, LLC, our revolving line of credit agreement, originally dated February 5, 2019 and subsequently renewed February 26, 2020, by and between us and First Interstate Bank, and from forgivable loans from the City of Sisters, Oregon and Deschutes County, Oregon, dated May 30, 2017 and April 11, 2018, respectively. We have devoted substantially all our financial resources and efforts to developing our products, workforce, and manufacturing capabilities. Our long-term growth and success are dependent upon our ability to generate cash from operating activities. There is no assurance that we will be able to generate sufficient cash from operations or access the capital we need to grow our business. Our inability to obtain additional capital could have a

 

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material adverse effect on our ability to fully implement our business plan as described herein and grow our business, to a greater extent than we can with our existing financial resources.

We may need to raise additional capital to fund our existing commercial operations and develop and commercialize new products and expand our operations.

Based on our current business plan, we believe the net proceeds from the offering, together with our current cash and cash equivalents and cash receipts from sales will enable us to conduct our planned operations for at least the next          months. If our available cash balances, net proceeds from the offering and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements including because of lower demand for our products or due to other risks described herein, we may seek to sell common stock or preferred stock or convertible debt securities, enter into an additional credit facility or another form of third-party funding or seek other debt financing.

We may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons, including to:

 

   

increase our sales and marketing efforts and address competitive developments;

 

   

provide for supply and inventory costs;

 

   

fund development and marketing efforts of any future products or additional features to then-current products;

 

   

acquire, license or invest in new technologies;

 

   

acquire or invest in complementary businesses or assets; and

 

   

finance capital expenditures and general and administrative expenses.

Our present and future funding requirements will depend on many factors, including:

 

   

our ability to achieve revenue growth and improve gross margins;

 

   

the cost of expanding our operations and offerings, including our sales and marketing efforts;

 

   

the effect of competing market developments; and

 

   

costs related to international expansion.

The various ways we could raise additional capital carry potential risks. If we raise funds by issuing equity securities, dilution to our shareholders could result. Any equity securities issued also could provide for rights, preferences or privileges senior to those of holders of our common stock. If we raise funds by issuing debt securities, those debt securities would have rights, preferences and privileges senior to those of holders of our common stock. The terms of debt securities issued or borrowings pursuant to a credit agreement could impose significant restrictions on our operations. If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights or grant licenses on terms that are not favorable to us.

Our rapid growth may not be indicative of our future growth, and our limited operating history may make it difficult to assess our future viability.

Our net sales grew from approximately $8.3 million in 2018 to approximately $13.1 million in 2019 and $11.1 million in the first six months of 2020. We expect that, in the future, as our revenue increases to higher levels, our revenue growth rate will decline. We also believe that growth of our revenue depends on several factors, including our ability to:

 

   

expand our existing channels of distribution;

 

   

develop additional channels of distribution;

 

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grow our customer base;

 

   

cost-effectively increase online sales at our direct website and third-party marketplaces;

 

   

effectively introduce new products;

 

   

increase awareness of our brand;

 

   

manufacture at a scale that satisfies future demand; and

 

   

effectively source key raw materials.

We may not successfully accomplish any of these objectives. Since our inception in June 2015, we have not yet demonstrated the ability to manage rapid growth over a long period of time or achieve profitability at scale. Consequently, any predictions you make about our future success or viability may not be as accurate as they could be if we had a longer operating history or had previously achieved profitability.

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

Our rapid growth has placed and may continue to place significant demands on our organizational, administrative and operational infrastructure, including manufacturing operations, quality control, technical support and customer service, sales force management and general and financial administration. As we continue to grow, we will need to make significant investments in multiple facets of our company, including in sales, marketing, product development, information technology, equipment, facilities and personnel. We will also need to improve our operational, financial and management controls as well as our reporting systems and procedures.

If we are unable to manage our growth effectively, we may be unable to execute our business plan, which could have a material adverse effect on our business and our results of operations. Managing our planned growth effectively will require us to:

 

   

maintain a low cost of customer acquisition relative to customer lifetime value;

 

   

identify products that will be viewed favorably by customers;

 

   

enhance our facilities and purchase additional equipment at our facility in Sisters, Oregon; and

 

   

successfully hire, train and motivate additional employees, including additional personnel for our technological, sales and marketing efforts.

The expansion of our products and customer base may result in increases in our overhead and selling expenses. Any increase in expenditures in anticipation of future sales that do not materialize would adversely affect our profitability. In addition, if we are unable to effectively manage the growth of our business, the quality of our products may suffer and we may be unable to address competitive challenges, which would adversely affect our overall business, operations and financial condition.

We have previously identified material weaknesses and significant deficiencies in our internal control over financial reporting for our 2016 and 2017 financial years. If we experience additional material weaknesses in the future, we may not be able to accurately or timely report our financial condition or results of operations and investors may lose confidence in our financial reports and the market price of our common stock could be adversely affected.

Prior to the completion of this offering, we have been a private company with limited accounting personnel and other resources to address our internal control over financial reporting. In preparation

 

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of our financial statements in prior years, we determined that material weaknesses and significant deficiencies in our internal control over financial reporting existed during each of the years ended December 31, 2016 and 2017. These material weaknesses and significant deficiencies concerned shortcomings in our accounting system, lack of established policies and controls over the financial close and reporting process, and lack of resources to evaluate and review appropriate accounting treatment for certain complex areas, such as the treatment of deferred tax assets, unique transactions, and share based compensation. As a result, we made certain immaterial post-closing adjustments to our financial statements and implemented changes to our internal controls and policies. We have not identified further material weaknesses since 2017.

As a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), requires that we evaluate and determine the effectiveness of our internal control over financial reporting and, beginning with our second annual report following this offering, which will be for our fiscal year ending December 31, 2021, provide a management report on internal control over financial reporting. The Sarbanes-Oxley Act also requires that our internal control over financial reporting be audited by our independent registered public accounting firm, to the extent we are no longer an “emerging growth company,” as defined by the JOBS Act or a “non-accelerated filer” as described in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We do not expect to have our independent registered public accounting firm audit our internal control over financial reporting for so long as we are an emerging growth company.

We have commenced the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404, and we may not be able to complete our evaluation, testing, and any required remediation in a timely fashion. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. In addition, as our business continues to grow in size and complexity, we are improving our processes and infrastructure to help ensure we can prepare financial reporting and disclosures within the timeline required for a public company. We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404. In addition, prior to completing our internal control assessment under Section 404, we may become aware of and disclose material weaknesses that will require timely remediation. During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective.

We cannot assure you that there are not, and will not be material weaknesses in our internal control over financial reporting in the future. Any failure to maintain effective internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or operating results. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the stock exchange on which our securities are listed, the U.S. Securities and Exchange Commission (the “SEC”) or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain these and other effective control systems required of public companies, could also restrict our future access to the capital markets.

 

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Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon the completion of this offering, we will become subject to the periodic reporting requirements of the Exchange Act. We must design our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing us to fail to make a required related party transaction disclosure. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Risks Relating to Our Business

Competition in the food and beverage retail industry, especially Internet-based competition, is strong and presents an ongoing threat to the success of our business.

The food and beverage retail industry is very competitive. In our online and wholesale business, we compete with food and beverage retail stores, supermarkets, warehouse clubs and other mass and general retail and online merchandisers, including Internet retailers, many of which are larger than us and have significantly greater capital resources than we do, selling both competitive products and retailing our own products, competing against our direct online business. We also compete with a number of natural, organic, and functional food and beverage producers.

We face significant competition from these and other retailers and producers. Any changes in their merchandising and operational strategies could negatively affect our sales and profitability. In particular, if natural, organic, and functional food and beverage competitors seek to gain or retain market share by reducing prices, we would likely be forced to reduce our prices on similar product offerings in order to remain competitive, which may result in a decrease in our market share, net sales and profitability and may require a change in our operating strategies.

We have been able to compete successfully by differentiating ourselves from our competitors by providing an expanding selection of natural, organic, and functional products, competitive pricing, convenience and exceptional customer service. If changes in consumer preferences decrease the competitive advantage attributable to these factors, or if we fail to otherwise positively differentiate our product offering or customer experience from our competitors, our business, financial condition, and results of operations could be materially and adversely affected.

Many of our current competitors have, and potential competitors may have, longer operating histories, greater brand recognition, larger fulfillment infrastructures, greater technical capabilities, significantly greater financial, marketing and other resources and larger customer bases than we do. These factors may allow our competitors to derive greater net sales and profits from their existing customer base, acquire customers at lower costs or respond more quickly than we can to new or emerging technologies and changes in consumer preferences or habits. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies (including but not limited to predatory pricing

 

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policies and the provision of substantial discounts), which may allow them to build larger customer bases or generate net sales from those customer bases more effectively than we are able to execute upon.

We expect competition in the natural, organic, and functional food and beverage industry, and in particular Internet-based competition, generally to continue to increase. We believe that our ability to compete successfully in this market depends upon many factors both within and beyond our control, including:

 

   

the size and composition of our customer base;

 

   

the number of products that we feature on our website;

 

   

the quality and responsiveness of customer service;

 

   

our selling and marketing efforts;

 

   

the quality and price of the products that we offer;

 

   

the convenience of the shopping experience that we provide;

 

   

our ability to distribute our products and manage our operations; and

 

   

our reputation and brand strength.

If we fail to compete successfully in this market, our business, financial condition, and results of operations would be materially and adversely affected.

We have less capital and resources than many of our competitors which may give them an advantage in developing and marketing products like ours or make our products less desirable to consumers.

We are involved in a highly competitive industry. Many of our current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources, and larger client bases than we have (or may be expected to have). Such resources may give our competitors an advantage in developing and marketing products like ours or products that make our products less desirable to consumers. There can be no assurance that we will be able to successfully compete against these competitors.

Given the rapid changes affecting the global, national, and regional economies generally and the natural, organic, and functional food and beverage industry, we may not be able to create and maintain a competitive advantage in the marketplace. Our success will depend on our ability to respond to, among other things, changes in consumer preferences, laws and regulations, market conditions, and competitive pressures. Any failure by us to anticipate or respond adequately to such changes could have a material adverse effect on our financial condition, operating results, liquidity, cash flow and our operational performance.

Our Laird Superfood products are new, and our industry is rapidly evolving.

Due consideration must be given to our prospects considering the risks, uncertainties and difficulties frequently encountered by companies in their early stage of development, particularly companies in the rapidly evolving natural, organic, and functional food and beverage industry. To be successful we must, among other things:

 

   

Develop, manufacture and introduce new attractive and successful consumer products in our Laird Superfood brand.

 

   

Attract and maintain a large customer base and develop and grow that customer base.

 

   

Increase awareness of our Laird Superfood brand and develop effective marketing strategies to insure consumer loyalty.

 

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Establish and maintain strategic relationships with key sales, marketing, manufacturing and distribution providers.

 

   

Respond to competitive and technological developments.

 

   

Attract, retain and motivate qualified personnel.

We cannot guarantee that we will succeed in achieving our goals, and our failure to do so would have a material adverse effect on our business, prospects, financial condition and operating results.

Some of our Laird Superfood products are new and are only in early stages of commercialization, and some products that are important to our growth strategy are in various stages of research and development, and have not yet been commercialized. Products in development that have not been commercialized include our liquid Turmeric Superfood Creamer, our immune supplement beverage mix, our plant-based protein powder, our greens beverage mix, and our packaged pili nuts snack product, among others. We are not certain that these, or any other future products, will be developed to commercialization, sell as anticipated, or be desirable to their intended markets. Also, some of our products may have limited uses and benefits, which may limit their appeal to consumers and put us at a competitive disadvantage. Developing new products and placing them into wholesale channels and into conventional and natural grocery environments is an expensive and time-consuming process, and if a product fails to sustain market acceptance, the investment made in the product may be lost.

If our current or future Laird Superfood products fail in the development stage, or fail our customer’s expectation of quality, or if we do not achieve or sustain market acceptance, we could lose customers or could be subject to claims which could have a material adverse effect on our business, financial condition and operating results.

As is typical in a rapidly evolving industry, the development process and demand and market acceptance for recently introduced products are subject to a high level of uncertainty and risk. Because the market for our products is new and evolving, it is difficult to predict with any certainty the size of this market and its growth rate, if any. We cannot guarantee that we will be successful in developing new products, or that a market for our products will develop or that demand for our products will be sustainable. If we fail to develop new products, or the market for new products fails to develop, develops more slowly than expected or becomes saturated with competitors, our business, financial condition and operating results would be materially adversely affected.

We are subject to the risks associated with conducting business operations outside of the U.S., which could adversely affect our business.

We purchase our products from a variety of suppliers, including international suppliers. Our direct purchases from non-US suppliers represented a majority of our raw materials in 2018, 2019 and the first six months of 2020, and we expect our international purchases may grow with time. We also sell our products to consumers through our website and other online distributors that are in foreign countries, and we may in the future enter into agreements with distributors in foreign countries to sell our products. All of these activities are subject to the uncertainties associated with international business operations, including:

 

   

difficulties with foreign and geographically dispersed operations;

 

   

having to comply with various U.S. and international laws;

 

   

changes and uncertainties relating to foreign rules and regulations;

 

   

tariffs, export or import restrictions, restrictions on remittances abroad, imposition of duties or taxes that limit our ability to import necessary materials;

 

   

limitations on our ability to enter into cost-effective arrangements with distributors, or at all;

 

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fluctuations in foreign currency exchange rates;

 

   

imposition of limitations on production, sale or export in foreign countries, including due to pandemic or quarantine;

 

   

imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign processors or joint ventures;

 

   

imposition of differing labor laws and standards;

 

   

economic, political, environmental, health-related or social instability in foreign countries and regions;

 

   

an inability, or reduced ability, to protect our intellectual property;

 

   

availability of government subsidies or other incentives that benefit competitors in their local markets that are not available to us;

 

   

difficulties in recruiting and retaining personnel, and managing international operations;

 

   

difficulties in enforcing contracts and legal decisions; and

 

   

less developed infrastructure.

If we expand into other target markets, we cannot assure you that our expansion plans will be realized, or if realized, be successful. We expect each market to have particular regulatory and funding hurdles to overcome and future developments in these markets, including the uncertainty relating to governmental policies and regulations, could harm our business. If we expend significant time and resources on expansion plans that fail or are delayed, our reputation, business and financial condition may be harmed.

In addition, we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials or other third parties for the purpose of obtaining or retaining business. While our policies mandate compliance with these anti-bribery laws, our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees or agents. Violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our results of operations, cash flows and financial condition.

Our results may be negatively affected by changes in foreign currency exchange rates.

Currently, substantially all of our international purchase and sales contracts are denominated in U.S. dollars. As a result, a decrease in the value of the U.S. dollar relative to foreign currencies could increase our costs in dollars for the food products and ingredients that we import from other countries. In addition, an increase in the value of the U.S. dollar relative to foreign currencies could require us to reduce our selling price or risk making our products less competitive in international markets.

A larger portion of our revenues may be denominated in other foreign currencies if we expand our international operations. Conducting business in currencies other than U.S. dollars could subject us to fluctuations in currency exchange rates that could negatively affect our revenues, cost of revenues and operating margins and result in foreign currency translation gains and losses.

The COVID-19 pandemic could have a material adverse impact on our business, results of operations and financial condition.

In December 2019, a novel strain of coronavirus disease (“COVID-19”) was first reported in Wuhan, China. Less than four months later, on March 11, 2020, the World Health Organization

 

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declared COVID-19 a pandemic. The outbreak has resulted in the implementation of significant governmental measures, including lockdowns, closures, quarantines and travel bans, intended to control the spread of the virus. These restrictions, and future prevention and mitigation measures by governments and private entities, are likely to have an adverse impact on global economic conditions and consumer confidence and spending, which could materially adversely affect the supply of materials for our products as well as the demand for our products.

The extent of COVID-19’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. As a result, it is not currently possible to ascertain the overall impact of COVID-19 on our business. However, if the pandemic continues to evolve into a severe worldwide health crisis, or in the regions from which we source our raw materials, the disease could have a material adverse effect on our business, results of operations, financial condition and cash flows.

In addition, a significant proportion of our products are produced at our manufacturing facility in Sisters, Oregon. If we are forced to scale back hours of production or close this facility in response to the pandemic, we expect our business, financial condition and results of operations would be materially adversely affected.

We may be unable to adequately protect our brand and our other intellectual property rights.

We regard our brand, customer lists, trademarks, domain names, trade secrets and similar intellectual property as critical to our success. We may rely on trademark, copyright and patent law, trade secret protection, agreements and other methods with our employees and others to protect our proprietary rights. We might not be able to obtain broad protection in the United States for all our intellectual property. The protection of our intellectual property rights may require the expenditure of significant financial, managerial and operational resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights, and we may be unable to broadly enforce all our trademarks. Any of our patents, trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. Our patent and trademark applications may never be granted. To date, the Company has not applied for patent protection on any of its technology. The process of obtaining patent protection is expensive and time-consuming, and we may be unable to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. Even if issued, there can be no assurance that these patents will adequately protect our intellectual property, as the legal standards relating to the validity, enforceability and scope of protection of patent and other intellectual property rights are uncertain. We also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or intellectual property rights. Furthermore, our confidentiality agreements may not effectively prevent disclosure of our proprietary information, technologies and processes and may not provide an adequate remedy in the event of unauthorized disclosure of such information.

We might be required to spend significant resources to monitor and protect our intellectual property rights. For example, we may initiate claims or litigation against others for infringement, misappropriation or violation of our intellectual property rights or other proprietary rights or to establish the validity of such rights. However, we may be unable to discover or determine the extent of any infringement, misappropriation or other violation of our intellectual property rights and other proprietary rights. Despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our intellectual property rights and other proprietary rights. Any litigation, whether or not it is resolved in our favor, could result in significant expense to

 

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us and divert the efforts of our technical and management personnel, which may materially and adversely affect our business, financial condition, and results of operations.

In addition, our technology platform may use open source software. The use of such open source software may subject us to certain conditions, including the obligation to offer, distribute, or disclose our technology platform for no or reduced cost, make the proprietary source code subject to open source software licenses available to the public, license our software and systems that use open source software for the purpose of making derivative works, or allow reverse assembly, disassembly, or reverse engineering. We monitor our use of open source software to avoid subjecting our technology platform to conditions we do not intend. However, if our technology platform becomes subject to such unintended conditions, it could have an adverse effect on our business, financial condition, and results of operations.

We may not be able to enforce our intellectual property rights throughout the world.

The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. This could make it difficult for us to stop the infringement or the misappropriation of our intellectual property rights. The loss of the Laird Superfood brand or logo or other registered or common law trade names or a diminution in the perceived quality of products or services associated with the Company would harm our business. Our efforts to protect our intellectual property rights in such countries may be inadequate. In addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to obtain adequate protection for our technology and the enforcement of intellectual property.

Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

A food safety or quality issue that results in a product disruption such as a recall, health issue, or death of a consumer could harm our business.

The sale of products for human use and consumption involves the risk of injury or illness to consumers. Such injuries may result from inadvertent mislabeling, tampering by unauthorized third parties or product contamination or spoilage. Under certain circumstances, we may be required to recall or withdraw products, suspend production of our products or cease operations, which may lead to a material adverse effect on our business. For example, in 2019 we recalled certain volumes of our Performance Mushroom supplement due to an overstatement of iron content on the product’s packaging. In addition, customers may stop placing or cancel orders for such products as a result of such events.

Even if a situation does not necessitate a recall or market withdrawal, product liability claims might be asserted against us. While we are subject to governmental inspection and regulations and believe our facilities and those of our co-packers and suppliers comply in all material respects with all

 

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applicable laws and regulations, if the consumption of any of our products causes, or is alleged to have caused, a health-related illness (such as listeria) or death to a consumer, we may become subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or physical harm could cause consumers to lose confidence in the safety and quality of our products. Moreover, claims or liabilities of this type might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. Although we maintain product liability and product recall insurance in an amount that we believe to be consistent with market practice, we cannot be sure that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage. A product liability judgment against us or a product recall could have a material adverse effect on our business, financial condition, results of operations or liquidity.

We may be subject to significant liability that is not covered by insurance.

Although we believe that the extent of our insurance coverage is consistent with industry practice, any claim under our insurance policies may be subject to certain exceptions, may not be honored fully, in a timely manner, or at all, and we may not have purchased sufficient insurance to cover all losses incurred. If we were to incur substantial liabilities or if our business operations were interrupted for a substantial period, we could incur costs and suffer losses. Inventory, equipment, and business interruption losses may not be covered by our insurance policies. Additionally, in the future, insurance coverage may not be available to us at commercially acceptable premiums, or at all.

We rely on independent certification for a number of our products.

We rely on independent third-party certification, such as certifications of our products as “organic” or “Non-GMO” (non-genetically modified organisms), to differentiate our products from others. We must comply with the requirements of independent organizations or certification authorities in order to label our products as certified organic. For example, we can lose our “organic” certification if a manufacturing plant becomes contaminated with non-organic materials, or if it is not properly cleaned after a production run. In addition, all raw materials must be certified organic. The loss of any independent certifications could adversely affect our market position as an organic and natural products company, which could harm our business.

Our future results of operations may be adversely affected by the availability of Non-GMO and organic ingredients.

Our ability to ensure a continuing supply of Non-GMO and organic ingredients at competitive prices depends on many factors beyond our control, such as the number and size of farms that grow organic crops, climate conditions, changes in national and world economic conditions, currency fluctuations and forecasting adequate need of seasonal ingredients.

The organic ingredients that we use in the production of our products (including, among others, coffee, coconut sugar and extra virgin coconut oil) are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, water scarcity, temperature extremes, frosts, earthquakes and pestilences. Natural disasters and adverse weather conditions (including the potential effects of climate change) can lower crop yields and reduce crop size and crop quality, which in turn could reduce our supplies of Non-GMO and organic ingredients or increase the prices of Non-GMO and organic ingredients. If our supplies of Non-GMO and organic ingredients are reduced, we may not be able to find enough supplemental supply sources on favorable terms, if at all, which could impact our ability to supply product to our customers and adversely affect our business, financial condition and results of operations.

 

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We also compete with other manufacturers in the procurement of Non-GMO and organic product ingredients, which may be less plentiful in the open market than conventional product ingredients. This competition may increase in the future if consumer demand for Non-GMO and organic products increases. This could cause our expenses to increase or could limit the amount of product that we can manufacture and sell.

Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business.

Agricultural products are vulnerable to adverse weather conditions, including severe rains, drought and temperature extremes, floods and windstorms, which are quite common but difficult to predict. Agricultural products also are vulnerable to crop disease and to pests, which may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied and climatic conditions. Unfavorable growing conditions caused by these factors can reduce both crop size and crop quality and, in extreme cases, entire harvests may be lost. Additionally, adverse weather or natural disasters, including earthquakes, winter storms, droughts, volcanic events or fires, could impact our manufacturing and business facilities in Sisters, Oregon, which could result in significant costs and meaningfully reduce our capacity to fulfill orders and maintain normal business operations. These factors may result in lower sales volume and increased costs due increased costs of products. Incremental costs, including transportation, may also be incurred if we need to find alternate short-term supplies of products from alternative areas. These factors can increase costs, decrease revenues and lead to additional charges to earnings, which may have a material adverse effect on our business, results of operations and financial condition.

Climate change may negatively affect our business and operations.

There is concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters. In the event that such climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as coconut milk powder, organic coconut sugar, organic extra virgin coconut oil and freeze dried coconut water. As a result of climate change, we may also be subjected to decreased availability of water, deteriorated quality of water or less favorable pricing for water, which could adversely impact our manufacturing and distribution operations, as well as the agricultural businesses of our suppliers, which rely on the availability and quality of water.

Our production equipment may be damaged, adversely affecting our ability to meet consumer and wholesale demand.

A significant proportion of our products are produced at our manufacturing facility in Sisters, Oregon. A significant disruption at that facility or to any of our key production equipment, even on a short-term basis, could impair our ability to timely produce and ship products, which could have a material adverse effect on our business, financial position and results of operations. In the past, we have had manufacturing delays due to damaged and malfunctioning equipment and cannot fully insure against the effects of such delays on our business. Our manufacturing operations are vulnerable to interruption and damage from natural and other types of disasters, including earthquake, fire, floods, volcanic events, draughts, environmental accidents, winter storms, power loss, disease outbreaks or pandemics such as the recent coronavirus (COVID-19) pandemic, communications failures and similar events. If any disaster were to occur at our facility, our ability to operate our business at our facilities would be seriously impaired.

 

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We rely on a small number of suppliers to provide our raw materials, and our supply chain may be interrupted and prevent us from obtaining the necessary materials we need to operate.

We rely on suppliers and vendors to meet our high-quality standards and supply products in a timely and efficient manner. There is, however, no assurance that quality natural and organic products will continue to be available to meet our specific and growing needs. This may be due to, among other reasons, problems with our suppliers’ and vendors’ businesses, finances, labor relations, ability to export materials, product quality issues, costs, production, insurance and reputation, as well as disease outbreaks or pandemics such as the recent coronavirus (COVID-19) pandemic, acts of war, terrorism, natural disasters, fires, earthquakes, flooding or other catastrophic occurrences. If for any reason our suppliers or vendors became unable or unwilling to continue to provide services to us, this would likely lead to a temporary interruption in our ability to import our products until we found another entity that could provide these services. Failure to find a suitable replacement, even on a temporary basis, would have a material adverse effect on our ability to meet our current production targets, make it difficult to grow and would have an adverse effect on our results of operations.

In addition, we depend on a limited number of key suppliers located primarily in the Philippines, Vietnam, India and Indonesia. During 2019, three key suppliers accounted for approximately 65.9% of our total raw material and packaging purchases, and in the first six months of 2020, two key suppliers accounted for approximately 49.9% of our total raw material and packaging purchases. Vietnam, Indonesia and the Philippines geographically accounted for approximately 64.7% of our total raw material and packaging purchases in the first six months of 2020. Vietnam and the Philippines geographically accounted for approximately 51.0% of our total raw material and packaging purchases in 2019. As a result of this concentration in our supply chain, our business and operations would be negatively affected if any of our key suppliers were to experience significant disruption affecting the price, quality, availability or timely delivery of their products. Additionally, our top suppliers are in a similar geographic area, which increases the risk of significant supply disruptions from local and regional events. In the event that our supply from our current suppliers is interrupted, our operations may be interrupted resulting in lost revenue, added costs such as, without limitation, shipping costs, and distribution delays that could harm our business and customer relationships until we are able to identify and enter into an agreement with one or more alternative suppliers.

Our future results of operations may be adversely affected by volatile commodity costs.

Many aspects of our business could be directly affected by volatile commodity costs. Agricultural commodities and raw materials, including coconut milk powder, organic coconut sugar, organic extra virgin coconut oil, freeze dried coconut water and Aquamin, are the principal inputs used in our products. These items are subject to price volatility which can be caused by commodity market fluctuations, inflation, crop yields, seasonal cycles, weather conditions (including the potential effects of climate change), temperature extremes and natural disasters (including floods, droughts, water scarcity, frosts, earthquakes and hurricanes), pest and disease problems, changes in currency exchange rates, imbalances between supply and demand, natural disasters and government programs and policies among other factors. Volatile fuel costs translate into unpredictable costs for the products and services we receive from our third-party providers including, but not limited to, distribution costs for our products and packaging costs. While we may seek to offset the volatility of such costs with a combination of cost savings initiatives, operating efficiencies and price increases to our customers, we may be unable to manage cost volatility. If we are unable to fully offset the volatility of such costs, our financial results could be adversely affected.

 

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We may experience difficulties with our new enterprise resource planning (“ERP”) system.

In 2018 we implemented a new ERP system used to manage our business and summarize our operating results by efficiently maintaining our books and records, which implementation is continuing. The implementation of the new ERP system has required, and will continue to require, the investment of significant financial and human resources. We may not be able to successfully complete the full implementation of the ERP system without experiencing difficulties. Any disruptions, delays or deficiencies in the design and implementation of the new ERP system could adversely affect our ability to manufacture products, process orders, ship merchandise, provide services and customer support, send invoices and track payments, fulfill contractual obligations, integrate acquisitions, or otherwise operate our business. It is also possible that the migration to a new ERP system could adversely affect our internal controls over financial reporting.

We are reliant on Laird Hamilton and Gabrielle Reece to develop new products and market our brand.

Many of the Company’s current products and planned future products are based on the lifestyle of Mr. Hamilton and Ms. Reece. Pursuant to the License and Preservation Agreement, dated May 26, 2020, by and among Mr. Hamilton, Ms. Reece and the Company, Mr. Hamilton and Ms. Reece granted us a limited, exclusive license to use their respective images, signatures, voices and names (other than those owned by the Company), rights of publicity and common law and statutory rights to the foregoing. Any use of the licensed property that is in accordance with the historical standard of use and is not objected to by Mr. Hamilton or Ms. Reece within 30 days of the first intra-company disclosure of a bona-fide intent to make such use is deemed approved. Any new use of the licensed property shall satisfy the historical standard of use and shall be primarily directed to the advertising, promotion or marketing of the Company’s products and services. If Mr. Hamilton or Ms. Reece object to a proposed use of the licensed property, the Company may be prevented from implementing our business plan in a timely manner, or at all, outside of previously approved usages or usages consistent with certain pre-approved product guidelines. Also, the Company depends on the positive image and public popularity of Mr. Hamilton and Ms. Reece to maintain and increase brand recognition. Customers may be drawn to our products because of their involvement in our Company as celebrities. If Mr. Hamilton or Ms. Reece’s image, reputation or popularity is materially and adversely affected, this could negatively affect the marketability and sales of our products and the Company.

Laird Hamilton’s and Gabrielle Reece’s involvement with other business and personal ventures might interfere with their ability to fully engage with their Company obligations.

Mr. Hamilton and Ms. Reece may engage in outside business activities from time to time, including the XPT Extreme Performance Training brand, Laird Apparel and various endorsement opportunities. These activities may interfere with the respective time and attention Mr. Hamilton and Ms. Reece can devote to the Company’s business and affairs, which could have a material and adverse effect on the business. Also, we have entered only limited noncompetition and nonsolicitation agreements with Mr. Hamilton and Ms. Reece, which makes us vulnerable to competition from them. These conflicts of interest may result in the loss of business opportunities, which may materially and adversely affect our prospects, business advantage, financial condition and results of operations.

 

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We are dependent on our management team, and the loss of any key member of this team may prevent us from implementing our business plan in a timely manner, or at all.

Our success depends largely upon the continued services of our executive officers and other key personnel, particularly Paul Hodge, Laird Hamilton, Valerie Ells, Jamie Eichman, and Andrew McCormick. Our executive officers or key personnel could terminate their employment with us at any time without penalty. Mr. Hamilton, Mr. Hodge, and certain other of our executive officers frequently participate in a wide variety of activities, including extreme mountain, desert, snow and ocean sports, motorsports, flying private aircraft (including experimental aircraft), and attempting small aircraft time and distance records, which have in the past resulted in serious injuries to members of our management team, and subject them to a significant risk of serious injury or death. In addition, we do not maintain key person life insurance policies on any of our employees. The loss of one or more of these executive officers or key personnel could seriously harm our business and may prevent us from implementing our business plan in a timely manner, or at all.

If the reputation of our brand erodes significantly, it could have a material impact on our results of operations.

Our financial success is directly dependent on the consumer perception of our brand. The success of our brand may suffer if our marketing plans or product initiatives do not have the desired impact on our brand’s image or its ability to attract consumers. Further, our results could be negatively affected if our brand suffers substantial damage to its reputation due to real or perceived quality issues or the Company or any of its executives or Mr. Hamilton or Ms. Reece is perceived to act in an irresponsible or objectionable manner. In addition, it is possible for such information, misperceptions and opinions to be shared quickly and disseminated widely due to the continued growing use of social and digital media.

We rely on retailers and distributors for a substantial portion of our sales, and our failure to maintain and further develop our sales channels could harm our business.

We sell a substantial portion of our products through retailers such as Costco, Natural Grocers, CVS, Kroger and REI, distributors such United Natural Foods, Inc. and KeHE Distributors, and online through Amazon.com, and we depend on these third parties to sell our products to consumers. The largest retailer of our products in 2019 and the first six months of 2020 was Costco, which accounted for 11.4% and 22.1% of our total net sales, respectively, and sales through Amazon.com accounted for 30.2% and 26.2% of our total net sales in 2019 and the first six months of 2020, respectively. No other retailer or distributor represented more than 10% of our total net sales in 2019 or the first six months of 2020.

The loss of, or business disruption at, one or more of these retailers or distributors or a negative change in our relationship with Costco or Amazon.com or a disruption to Amazon.com as a sales channel could have a material adverse effect on our business. If we do not maintain our relationship with existing retailers and distributors or develop relationships with new retailers and distributors, the growth of our business may be adversely affected and our business may be harmed.

We are not the exclusive seller of our products into online channels, such as Amazon.com, and face competition in that channel from resellers of our products. Further, the terms of our agreements with these distributors allow us to plan for the future, maintain growth and strengthen our relationships with key customers. If we are required to obtain additional or alternative distribution agreements or arrangements in the future, we cannot be certain that we will be able to do so on satisfactory terms or in a timely manner. Our inability to enter into satisfactory distribution agreements may inhibit our ability to implement our business plan or to establish markets necessary to expand the distribution of our products successfully.

 

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We depend upon internet search engines and other providers of digital advertising to attract a significant portion of our potential customers to our website, and any change in the prominence of our website in either paid or algorithmic search result listings or an increase in purchasing digital ads could cause the number of visitors to our website and our revenue to decline.

We depend in significant part on various internet search engines, such as Google, and other providers of digital advertising to direct a significant number of potential customers to our website. Search websites typically provide two types of search results, algorithmic and paid listings. Algorithmic, or organic, listings are determined and displayed solely by a set of formulas designed by search companies. Paid listings can be purchased and then are displayed if particular words are included in a user’s internet search. Placement in paid listings is generally not determined solely on the bid price, but also takes into account the search engines’ assessment of the quality of the website featured in the paid listing and other factors. We rely on both algorithmic and paid search results, as well as digital advertising on other websites and through other providers, to direct a substantial share of the visitors to our website.

Our ability to maintain the number of visitors to our website from internet search websites and other websites is not entirely within our control. For example, internet search websites frequently revise their algorithms in an attempt to optimize their search result listings or to implement their internal standards and strategies. Changes in the algorithms could cause our website to receive less favorable placements, which could reduce the number of users who visit our website. We have experienced and continue to experience fluctuations in the search result rankings for our website.

In addition, the prominence of the placement of our advertisements is in part determined by the amount we are willing to pay for the advertisement. We bid against our competitors for the display of paid search engine advertisements and some of our competitors have greater resources with which to bid and better brand recognition than we have. Additionally, as we increase the number of third-party distributors of our products, they have occasionally targeted similar individuals or use similar key words. If competition for the display of paid advertisements in response to search terms related to our online services increases, our online advertising expenses could rise significantly, and we may be required to reduce the number of our paid search advertisements. If we reduce our advertising with search engines, our consumer traffic may significantly decline, or we may be unable to maintain a cost-effective search engine marketing program.

Other factors, such as search engine technical difficulties, search engine technical changes and technical or presentation changes we make to our website, could also cause our website to be listed less prominently in algorithmic search results. Any adverse effect on the placement of our website in search engine results could reduce the number of users who visit our website and drive up the cost of customer acquisition. If visits to our website decrease, our revenue may decline, and we may need to resort to more costly sources to acquire new customers and such decreased revenue and/or increased expense could materially and adversely affect our business and profitability.

Our customers generally are not obligated to continue purchasing products from us.

Many of our customers are individuals that buy from us under purchase orders, and we generally do not have long-term agreements with or commitments from these customers for the purchase of products. We cannot provide assurance that our customers, including customers that participate in our subscription programs, will maintain or increase their sales volumes or orders for the products supplied by us or that we will be able to maintain or add to our existing customer base. Decreases in our customers’ sales volumes or orders for products supplied by us may have a material adverse effect on our business, financial condition or results of operations.

 

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We may not be able to successfully implement our growth strategy for our brand on a timely basis or at all.

We believe that our future success depends, in part, on our ability to implement our growth strategy of leveraging our existing brand and products to drive increased sales. Our ability to implement this strategy depends, among other things, on our ability to:

 

   

enter distribution and other strategic arrangements with third-party retailers and other potential distributors of our products;

 

   

successfully compete in the product categories in which we choose to operate;

 

   

introduce new and appealing products and successfully innovate on our existing products;

 

   

develop and maintain consumer interest in our brand; and

 

   

increase our brand recognition and loyalty.

We may not be able to implement this growth strategy successfully. Our planned marketing expenditures may not result in increased total sales or generate sufficient levels of consumer interest or brand awareness, and our high rates of sales and income growth may not be sustainable over time. Our sales and results of operations will be negatively affected if we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful.

Failure to maintain sufficient internal production capacity or to enter into third-party agreements on terms that are beneficial for us may result in our inability to meet customer demand and/or may increase our operating costs and capital expenditures.

We intend to rely on internal production capacity and, to a lesser extent, third-party co-packers to fulfill our growing production needs. We have plans to expand our own production facilities, but in the short-term may need to increase our reliance on third parties to provide production and supply certain services, commonly referred to as “co-packing” agreements, for a number of our products, including our liquid products. A failure by us or our co-packers to comply with food safety, environmental, or other laws and regulations, or to produce products of the quality and taste-profile we expect, may also disrupt our supply of products. In addition, we may experience increased distribution and warehousing costs due to capacity constraints resulting from our growth. If we need to enter additional co-packing, warehousing or distribution agreements in the future, we can provide no assurance that we would be able to find acceptable third-party providers or enter into agreements on satisfactory terms or at all. In addition, we may need to expand our internal capacity, which could increase our operating costs and could require significant capital expenditures. If we cannot maintain sufficient production, warehousing and distribution capacity, either internally or through third party agreements, we may be unable to meet customer demand and/or our manufacturing, distribution and warehousing costs may increase, which could negatively affect our business.

If we face labor shortages or increased labor costs, our results of operations and our growth could be adversely affected.

Labor is a significant component of the cost of operating our business. Our ability to meet our labor needs while controlling labor costs is subject to external factors, such as employment levels, prevailing wage rates, minimum wage legislation, changing demographics, health and other insurance costs and governmental labor and employment requirements. In the event of increasing wage rates, if we fail to increase our wages competitively, the quality of our workforce could decline, while increasing our wages could cause our earnings to decrease. Our business is also located in a small metropolitan area that has limited access to skilled and unskilled labor. If we face labor shortages or increased labor costs because of increased competition for employees from our competitors and other

 

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industries, higher employee-turnover rates, or increases in the federal- or state-mandated minimum wage, change in exempt and non-exempt status, or other employee benefits costs (including costs associated with health insurance coverage or workers’ compensation insurance), our operating expenses could increase and our business, financial condition and results of operations could be materially and adversely affected.

Our financial success depends on our ability to successfully predict changes in consumer preferences and develop successful new products and marketing strategies in response.

Consumer preferences evolve over time and the success of our products depends on our ability to identify the tastes and dietary habits of consumers and to offer products that appeal to their preferences and address their concerns. We must also adapt our marketing strategies to these fluid consumer preferences as they develop. Recent trends in consumer preferences that may impact us include:

 

   

dietary trends and increased attention to nutritional values, such as sugar, fat, protein, fiber or calorie content;

 

   

concerns about obesity and the health effects of specific ingredients and nutrients, such as sugar and other sweeteners, ingredients derived from genetically modified organisms (GMOs), gluten, dairy, soybeans, nuts, oils, vitamins, fiber and minerals; and

 

   

increasing awareness of the environmental and social effects of product production, including agricultural production by food manufacturers and their suppliers.

The development and introduction of new products could require substantial research and development and other expenditures, including capital investment and marketing and warehouse slotting investments. In addition, the success of our innovation and product development efforts depends upon our ability to anticipate changes in consumers’ preferences, the technical capability of our research and development staff in developing, formulating and testing new products, and our ability to introduce the resulting products in a timely manner. If our products fail to meet consumer preferences, or we fail to introduce new and improved products on a timely basis, then the return on that investment will be less than anticipated and our strategy to grow sales and profits through product innovations and extensions will be less successful.

Consumer preferences for natural and organic food products are difficult to predict and may change.

Our business is primarily focused on sales of non-GMO, organic and natural products, and our success depends, in part, on our ability to offer products that anticipate the tastes and dietary habits of consumers and appeal to their preferences on a timely and affordable basis. A significant shift in consumer demand away from our products or our failure to maintain our current market position, could reduce our sales and harm our business. Consumer trends change based on a number of possible factors, including nutritional values, a change in consumer preferences or general economic conditions. Additionally, there is a growing focus among some consumers to buy local food products in an attempt to reduce the carbon footprint associated with transporting food products from longer distances, which could result in a decrease in the demand for food products and ingredients that we import from other countries or transport from remote processing locations or growing regions. Further, failures by us or our competitors to deliver quality products could erode consumer trust in the organic certification of foods. A significant shift in consumer demand away from our products would reduce our market share, harming our business.

 

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Technology failures or security breaches could disrupt our operations and negatively impact our business.

In the normal course of business, we rely on information technology systems to process, transmit, and store electronic information. For example, our production and distribution facilities and inventory management utilize information technology to increase efficiencies and limit costs. Information technology systems are also integral to the reporting of our results of operations. Furthermore, a significant portion of the communications between, and storage of personal data of, our personnel, customers, and suppliers depends on information technology, including social media platforms.

Our information technology systems may be vulnerable to a variety of interruptions, as a result of updating our enterprise platform or due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers, and other security issues. These events could compromise our confidential information, impede or interrupt our business operations, and may result in other negative consequences, including remediation costs, loss of revenue, litigation and reputational damage. Furthermore, if a breach or other breakdown results in disclosure of confidential or personal information, we may suffer reputational, competitive and/or business harm.

To date, we have experienced a break-in against one of our social media accounts which was quickly remediated, but we have not experienced a material breach of cyber security. While we have implemented administrative and technical controls and taken other preventive actions to reduce the risk of cyber incidents and protect our information technology, they may be insufficient to prevent physical and electronic break-ins, cyber-attacks or other security breaches to our computer systems, which could have a material adverse effect on our business, financial condition or results of operations.

Economic downturns could limit consumer demand for our products and negatively affect our sales and profitability.

The premium organic and natural food industry is sensitive to national and regional economic conditions and the demand for the products that we distribute may be adversely affected from time to time by economic downturns that impact consumer spending, including discretionary spending. Future economic conditions such as employment levels, business conditions, housing starts, interest rates, inflation rates, energy and fuel costs and tax rates could reduce consumer spending or change consumer purchasing habits. Among these changes could be a reduction in the number of natural and organic products that consumers purchase where there are non-organic alternatives, given that many premium natural and organic products, and particularly premium natural and organic foods, often have higher retail prices than do their non-organic counterparts.

The failure to successfully integrate newly acquired products or businesses could negatively impact our profitability.

From time to time, we may consider opportunities to acquire other products or businesses that may expand the breadth of our markets or customer base. The success of future acquisitions will be dependent upon our ability to effectively integrate the acquired products and operations into our business. Integration can be complex, expensive and time-consuming. The failure to successfully integrate acquired products or businesses in a timely and cost-effective manner could materially adversely affect our business, prospects, results of operations and financial condition. The diversion of our management’s attention and any difficulties encountered in any integration process could also have a material adverse effect on our ability to manage our business. In addition, the integration process could result in the loss of key employees, the disruption of ongoing businesses, tax costs or

 

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inefficiencies, or inconsistencies in standards, any of which could adversely affect our ability to maintain the appeal of our brand and our relationships with customers, employees or other third parties or our ability to achieve the anticipated benefits of such acquisitions and could harm our financial performance. We do not know if we will be able to identify acquisitions we deem suitable, whether we will be able to successfully complete any such acquisitions on favorable terms or at all, or whether we will be able to successfully integrate any acquired products or businesses. Additionally, an additional risk inherent in any acquisition is that we fail to realize a positive return on our investment.

Regulatory Risks

Our products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could adversely affect our business and results of operations.

We are affected by a wide range of governmental laws and regulations. Examples of regulatory agencies influencing our operations include the United States Department of Agriculture (the “USDA”), the Food and Drug Administration (the “FDA”), the Federal Trade Commission (the “FTC”), and the Environmental Protection Agency (the “EPA”), among others. These agencies regulate, among other things, with respect to our products and operations:

 

   

design, development and manufacturing;

 

   

testing, labeling, content and language of instructions for use and storage;

 

   

product safety;

 

   

marketing, sales and distribution;

 

   

record keeping procedures;

 

   

advertising and promotion;

 

   

recalls and corrective actions; and

 

   

product import and export.

These laws and regulations affect various aspects of our business. For example, certain food ingredient products manufactured by Laird Superfood are regulated under the United States Federal Food, Drug, and Cosmetic Act (“FDCA”), as administered by the FDA. Under the FDCA, pre-marketing approval by the FDA is required for the sale of a food ingredient which is a food additive unless the substance is generally recognized as safe, under the conditions of its intended use by qualified experts in food safety. We believe that most food ingredients in our products are generally recognized as safe. However, this status cannot be determined until actual formulations and uses are finalized. As a result, we may be adversely affected if the FDA determines that our food ingredient products do not meet the criteria for generally recognized as safe.

The regulations to which we are subject are complex and have tended to become more stringent over time. Regulatory changes could result in restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated sales. The failure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actions and third-party lawsuits such as:

 

   

warning letters;

 

   

fines;

 

   

injunctions;

 

   

civil penalties and civil lawsuits;

 

   

termination of distribution;

 

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recalls or seizures of products;

 

   

delays in the introduction of products into the market; and

 

   

total or partial suspension of production.

Any of these sanctions could result in higher than anticipated costs or lower than anticipated sales and harm our reputation, business, financial condition and results of operations. We may also be required to take corrective actions, such as installing additional equipment or taking other actions, each of which could require us to make substantial capital expenditures. In addition, we could be required to indemnify our employees in connection with any expenses or liabilities that they may incur individually in connection with regulatory action against them. As a result, our future business prospects could deteriorate due to regulatory constraints, and our profitability could be impaired by our obligation to provide such indemnification to our employees.

The FDA may also take issue with the name “Laird Superfood” or any derivative name, as “superfood” is, to our knowledge, still undefined by regulatory agencies. In addition to any regulatory costs, if the Company were required to change its name, there would likely be, or could be, among other results, a negative effect on the Company’s branding and customer perception.

Our reputation could suffer from real or perceived issues involving the labeling or marketing of our products.

Products that we sell carry claims as to their origin, ingredients or health benefits, including, by way of example, the use of the term “natural”, “functional”, or “healthy”, or similar synonyms or implied statements relating to such benefits. Although the FDA and the USDA each has issued statements regarding the appropriate use of the word “natural,” there is no single, United States government regulated definition of the term “natural” for use in the food industry, which is true for many other adjectives common in the better-for-you and functionally-focused food industry. The resulting uncertainty has led to consumer confusion, distrust and legal challenges. Plaintiffs have commenced legal actions against several food companies that market “natural” products, asserting false, misleading and deceptive advertising and labeling claims, including claims related to genetically modified ingredients. In limited circumstances, the FDA has taken regulatory action against products labeled “natural” but that nonetheless contain synthetic ingredients or components. Should we become subject to similar claims, consumers may avoid purchasing products from us or seek alternatives, even if the basis for the claim is unfounded. Adverse publicity about these matters may discourage consumers from buying our products. The cost of defending against any such claims could be significant. Any loss of confidence on the part of consumers in the truthfulness of our labeling or ingredient claims would be difficult and costly to overcome and may significantly reduce our brand value. Any of these events could adversely affect our reputation and brand and decrease our sales, which would have a material adverse effect on our business, financial condition and results of operations.

Similarly, certain USDA regulations set forth the minimum standards producers must meet in order to have their products labeled as “certified organic,” and we currently manufacture several organic products that are covered by these regulations. While we believe our products and our supply chain are in compliance with these regulations, changes to food regulations may increase our costs to remain in compliance. We could lose our “organic” certification if a facility becomes contaminated with non-organic ingredients, if we do not use raw materials that are certified organic, or if key ingredients used in our products are no longer allowed to be used in food certified as “organic.” The loss of our “organic” certifications could materially and adversely affect our business, financial condition or results of operations.

 

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In addition, the USDA has proposed a rule requiring disclosure of the use of genetic engineering in manufacturing a product or an ingredient used in a product. The rule has not been finalized, and we are unable to predict with certainty what the final requirements will be. If the USDA issues bioengineering disclosure regulations inconsistent with our practices, the resulting changes in labeling could adversely affect customer acceptance of our product and materially and adversely affect our business.

Litigation and regulatory enforcement concerning marketing and labeling of food products could adversely affect our business and reputation.

The marketing and labeling of any food product in recent years has brought increased risk that consumers will bring class action lawsuits and that the FTC and/or state attorneys general will bring legal action concerning the truth and accuracy of the marketing and labeling of the product. Examples of causes of action that may be asserted in a consumer class action lawsuit include fraud, unfair trade practices and breach of state consumer protection statutes. The FTC and/or state attorneys general may bring legal action that seeks removal of a product from the marketplace and impose fines and penalties. Even when unmerited, class claims, action by the FTC or state attorneys general enforcement actions can be expensive to defend and adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image, which could have a material and adverse effect on our business, financial condition or results of operations.

We may be subject to specific FTC endorsement and/or testimonial regulations that would interfere with our advertising, marketing and labeling strategies.

The FTC revised its Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “Guides”), which became effective on December 1, 2009. Although the Guides are not binding, they explain how the FTC interprets Section 5 of the FTC Act’s prohibition on unfair or deceptive acts or practices. Consequently, the FTC could bring a Section 5 enforcement action based on practices that are inconsistent with the Guides. Under the revised Guides, advertisements that feature a consumer and convey his or her atypical experience with a product or service are required to clearly disclose the results that consumers can generally expect. In contrast to the 1980 version of the Guides, which allowed advertisers to describe atypical results in a testimonial as long as they included a disclaimer such as “results not typical,” the revised Guides no longer contain such a safe harbor. The revised Guides also add new examples to illustrate the long-standing principle that “material connections” between advertisers and endorsers (such as payments or free products), connections that consumers might not expect, must be disclosed. While we do request that public persons who we provide samples of product disclose their relationship with us prior to sharing on social media or other endorsement, we cannot ensure all recipients comply with this request. We have continually adapted our marketing efforts to be compliant with the revised Guides. However, it is possible that our use, and that of our employees, of testimonials in the advertising and promotion of our products will be significantly impacted and therefore might negatively affect our sales.

We may face scrutiny from evolving state regulations concerning health, safety, our supply chain and marketing.

In addition to the federal regulatory issues listed above, there are a growing number of state regulations that might impair our ability to operate and avoid interruption. For example, California currently enforces legislation commonly referred to as “Proposition 65” that requires that “clear and reasonable” warnings be given to consumers who are exposed to chemicals known to the State of California to cause cancer or reproductive toxicity. Although we seek to comply with the requirements of Proposition 65, as well as to educate our customers regarding the substance of Proposition 65 and the relative metals contents in various natural foods, there can be no assurance that we will not be adversely affected by litigation or other actions relating to Proposition 65 or future legislation that is

 

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similar or related thereto. Also, the Transparency in Supply Chains Act of 2010 in California requires us to audit our vendors with respect to risks of human trafficking and slavery and mitigate these risks in our operations. Any failure to disclose issues or other non-compliance could subject us to action by the California Attorney General or other regulatory authorities. Increased compliance costs associated with operating in California and other states could adversely affect our business, financial condition and results of operations.

Risks Relating to the Offering and Ownership of Our Common Stock

There has been no prior public market for our common stock, the stock price of our common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

There has been no public market for our common stock prior to this offering. The offering price for our common stock may vary from the market price of our common stock following our initial public offering. If you purchase shares in this offering, you may not be able to resell those shares at or above the offering price. An active or liquid market in our common stock may not develop upon the closing of the offering or, if it does develop, it may not be sustainable. The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

 

   

overall performance of the equity markets;

 

   

the development and sustainability of an active trading market for our common stock;

 

   

our intentions and ability to list our common stock on the NYSE American and our subsequent ability to maintain such listing;

 

   

our operating performance and the performance of other similar companies, or companies in the premium organic and natural food industry;

 

   

changes in recommendations by securities analysts that elect to follow the Company;

 

   

press releases or other public announcements by us or others, including our filings with the SEC;

 

   

changes in expectations related to consumer preferences in the premium organic and natural food industry;

 

   

recruitment or departure of key personnel;

 

   

changes in our capital structure, such as future issuances of debt or equity securities;

 

   

regulatory developments in the United States or foreign countries;

 

   

the economy as a whole, market conditions in our industry, and the industries of our customers;

 

   

the expiration of market standoff or contractual lock-up agreements;

 

   

the size of our market float; and

 

   

any other factors discussed in this prospectus.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many small-cap companies. Stock prices of many small-cap companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

 

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We may not be able to satisfy listing requirements of the NYSE American to maintain a listing of our common stock.

If our common stock is listed on the NYSE American, we must meet certain financial and liquidity criteria to maintain such listing. If we fail to meet any of the NYSE American’s listing standards, our common stock may be delisted. In addition, our board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from the NYSE American may materially impair our shareholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. In addition, the delisting of our common stock could significantly impair our ability to raise capital in the future.

If we fail to meet the minimum requirements for listing on the NYSE American, we will seek to have our common stock quoted on the over-the-counter (“OTC”) markets. The OTC markets are not a stock exchange, and if our common stock trades on an OTC market rather than the NYSE American, there may be significantly less trading volume and analyst coverage of, and significantly less investor interest in, our common stock, which may lead to lower trading prices for our common stock. The OTC markets are also subject to additional federal and state securities regulations that may materially and adversely affect the value of our common stock.

We will incur increased costs as a result of operating as a public company and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company, and particularly after we are no longer an “emerging growth company,” we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE American and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs, however such costs may be material to our business.

Because the initial public offering price of the offered shares will be higher than the pro forma net tangible book value per share of our outstanding shares following the offering, new investors will experience immediate dilution.

The initial public offering price is expected to be higher than the pro forma net tangible book value per share of our shares immediately following the offering, based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase our common stock in the offering, you will experience immediate dilution of $         per share, assuming an initial public offering price of $         per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, which is the difference between the price per share you pay for the offered shares and our pro forma net tangible book value per share as of June 30, 2020, after giving effect to the issuance of offered shares in the offering. To the extent options with an exercise price per share that is less than the pro forma as adjusted net tangible book value per share are exercised, there will be further dilution to investors in this offering. See the section titled “Dilution” for additional information.

 

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State securities laws may limit secondary trading of our common stock if our common stock is not listed on a national securities exchange, which may restrict the states in which and conditions under which you can sell shares purchased in this offering.

Secondary trading of the shares sold in this offering will not be possible in any state until the shares are qualified for sale under the applicable securities laws of the state, or there is confirmation that an exemption, such as resulting from the listing of our common stock on the NYSE American or another national securities exchange or listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to list our common stock on a national securities exchange and otherwise fail to register, qualify, obtain or verify an exemption for the secondary trading of our common stock in any particular state, any shares purchased in this offering may not be offered, sold to, or be purchased by a resident of such state. If a significant number of states refuse to permit secondary trading in our common stock, the liquidity for our common stock could be significantly impaired, thus causing you to suffer a loss on your investment. While we intend to seek to facilitate secondary trading in our common stock in the event our common stock is not listed on a national securities exchange, there can be no assurances that we will be successful in qualifying or finding an exemption in each state or other jurisdictions.

We may be subject to securities litigation, which is expensive and could divert management attention.

Our stock price is likely to be volatile, and in the past companies that have experienced volatility in the market price of their stock have been subject to an increased incidence of securities class action litigation, and such litigation is an increasing trend. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us and our business. If few analysts commence coverage of us, or if analysts cease coverage of us, the trading price for our common stock would be negatively affected. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, the price for our common stock would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause the price and trading volume for our common stock to decline.

We have broad discretion in the use of the net proceeds from the offering and may not use them effectively.

We will have broad discretion in the application of the net proceeds from this offering. We intend to use net proceeds from this offering for working capital and general corporate purposes. As a result, we may spend or invest these proceeds in a way with which our shareholders disagree. The failure by our management to apply these funds effectively could adversely affect our business and financial condition. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. These investments may not yield a favorable return to our investors.

The concentration of our stock ownership limits our shareholders’ ability to influence corporate matters.

Following the offering, our officers and directors will continue to have significant influence over us through their ownership of shares of our common stock. As of the date of this prospectus, our directors and officers beneficially own shares of our common stock which will represent

 

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approximately         % of the voting power of our outstanding capital stock following the offering. As a consequence, our directors and officers will have the power to affect our management and affairs and overall matters requiring shareholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our Company or our assets, for the foreseeable future. This concentrated control limits or restricts our shareholders’ ability to influence corporate matters and, as a result, we may take actions that our shareholders do not view as beneficial. As a result, the market price of our common stock could be adversely affected.

Provisions in our charter documents and under Delaware law could discourage a takeover that shareholders may consider favorable.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:

 

   

authorizing the issuance of “blank check” preferred stock that could be issued by our board of directors to defend against a takeover attempt;

 

   

providing that vacancies on the board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office rather than by shareholders; and

 

   

preventing shareholders from calling special meetings.

In addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in a broad range of business combinations with any “interested” shareholder for a period of three years following the date on which the shareholder becomes an “interested” shareholder. For a description of our capital stock, see the section titled “Description of Capital Stock.”

We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

 

   

being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

 

   

not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting of Section 404(b) of the Sarbanes-Oxley Act;

 

   

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

 

   

reduced disclosure obligations regarding executive compensation; and

 

   

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

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We have taken advantage of reduced reporting burdens in this prospectus. In particular, in this prospectus, we have not included all the executive compensation related information that would be required if we were not an emerging growth company. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We will remain an emerging growth company until the earliest of (i) the end of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million as of June 30, (ii) the end of the fiscal year in which we have total annual gross revenue of $1.07 billion or more during such fiscal year, (iii) the date on which we issue more than $1 billion in non-convertible debt in a three-year period or (iv) the end of the fifth fiscal year after the date of this prospectus.

Since we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, stock price appreciation, if any, will be your sole source of gain.

We currently intend to retain all our future earnings, if any, to finance the growth and development of our business. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, appreciation, if any, in the market price of our common stock will be your sole source of gain for the foreseeable future.

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for:

 

   

any derivative action or proceeding brought on our behalf;

 

   

any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our shareholders;

 

   

any action asserting a claim against us or our directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation or bylaws; and

 

   

any action asserting a claim against us or our directors, officers or employees governed by the internal affairs doctrine.

This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction.

In addition, our certificate of incorporation provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), unless we consent in writing to the selection of an alternative forum. This exclusive forum provision does not apply to claims under the Exchange Act.

 

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These exclusive forum provisions may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage these types of lawsuits. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. If a court were to find the exclusive forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Forward-looking statements convey our current expectations or forecasts of future events and are not guarantees of future performance. They are based on numerous assumptions that we believe are reasonable, but they are open to a wide range of uncertainties and business risks. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Any statements contained in the prospectus that are not statements of historical fact may be forward-looking statements. When we use the words “intends,” “estimates,” “predicts,” “potential,” “continues,” “anticipates,” “plans,” “expects,” “believes,” “should,” “could,” “may,” “will”, “seeks” or the negative of these terms or other comparable terminology, we are identifying forward-looking statements.

Forward-looking statements involve risks and uncertainties, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Key factors that could cause actual results to be different than expected or anticipated include, but are not limited to:

 

   

our limited operating history and ability to become profitable;

 

   

our reliance on third parties for raw materials and production of some of our products;

 

   

our ability to manage our growth and scale our manufacturing and processing capabilities effectively;

 

   

our future capital needs;

 

   

our ability to retain and grow our customer base;

 

   

our reliance on independent distributors for a substantial portion of our sales;

 

   

our ability to evaluate and measure our business, prospects and performance metrics;

 

   

our ability to compete and succeed in a highly competitive and evolving industry;

 

   

the health of the premium organic and natural food industry as a whole;

 

   

risks related to our intellectual property rights and developing a strong brand;

 

   

our reliance on Laird Hamilton and Gabrielle Reece;

 

   

regulatory risks;

 

   

risks related to our international operations;

 

   

the absence of liquidity of our common stock;

 

   

the risk of substantial dilution from future issuances of our equity securities; and

 

   

the other risks set forth herein under the caption “Risk Factors.”

In light of these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on forward-looking statements, which are inherently unreliable and speak only as of the date of this prospectus. When considering forward-looking statements, you should keep in mind the cautionary statements in this prospectus. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of

 

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this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all our forward-looking statements by these cautionary statements.

 

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INDUSTRY AND MARKET DATA

In addition to the industry, market and competitive position data referenced in this prospectus from our own internal research and estimates, some market data and other statistical information included in this prospectus are based in part upon information obtained from third-party industry publications, research, surveys and studies, none of which we commissioned. Third-party industry publications, research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information.

We are responsible for all of the disclosure in this prospectus and while we believe that each of the publications, research, surveys and studies included in this prospectus are prepared by reputable sources, neither we nor the underwriters have independently verified market and industry data from third-party sources.

Certain information in the text of this prospectus is contained in independent industry publications. The source of certain of these independent industry publications is provided below:

 

   

U.S. Census Bureau;

 

   

Specialty Coffee Association of America;

 

   

Packaged Facts, Inc.;

 

   

Information Resources, Inc. (IRI) / Nielsen;

 

   

Bloomberg;

 

   

Nutrition Business Journal;

 

   

New Hope Network;

 

   

bevindustry.com; and

 

   

Business Insider Intelligence.

In addition, while we believe our own internal research and estimates are reliable, such research and estimates have not been verified by independent sources. Assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors,” and you are cautioned not to give undue weight to such information. These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Special Note Regarding Forward-Looking Statements.”

 

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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of shares of our common stock in this offering will be approximately $        , or approximately $         if the underwriters exercise in full their option to purchase additional shares from us, based upon the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds that we receive from this offering by approximately $        , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 100,000 in the number of shares of our common stock offered by us would increase or decrease the net proceeds that we receive from this offering by approximately $        , assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our common stock, and enable access to the public equity markets for us and our shareholders.

We intend to use the net proceeds from this offering for working capital and general corporate purposes, including operating expenses and capital expenditures. Additionally, we may use a portion of the net proceeds we receive from this offering to acquire businesses or products. However, we do not have agreements or commitments for any acquisitions at this time. We cannot specify with certainty the particular uses of the net proceeds that we will receive from this offering. Accordingly, we will have broad discretion in using these proceeds. Pending the use of proceeds from this offering as described above, we may invest the net proceeds that we receive in this offering in short-term, investment grade, interest-bearing instruments. You will not have an opportunity to evaluate the economic, financial or other information on which we base our decisions regarding the use of these proceeds.

We estimate that the net proceeds from this offering, together with our current cash and cash equivalents and cash receipts from sales, will be sufficient for us to fund our operating expenses and capital expenditure requirements through at least the next          months.

 

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DIVIDEND POLICY

We have never declared or paid dividends on our capital stock. We do not anticipate paying any dividends on our capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. Any future determination to declare dividends will be subject to the discretion of our board of directors and will depend on various factors, including applicable laws, our results of operations, financial condition, future prospects and any other factors deemed relevant by our board of directors. Investors should not purchase our common stock with the expectation of receiving cash dividends.

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2020 on:

 

   

an actual basis, except to the extent it has been adjusted to give effect to a two-for-one split of our common stock, which was effected on August 19, 2020;

 

   

on a pro forma basis to give effect to: (i) the conversion of all shares of our outstanding convertible preferred stock as of June 30, 2020 into an aggregate of 1,395,470 shares of common stock immediately prior to the consummation of this offering; and (ii) the filing and effectiveness of our amended and restated certificate of incorporation, which will occur immediately prior to the consummation of this offering; and

 

   

on a pro forma as adjusted basis to give further effect to the sale of              shares of common stock in this offering at an assumed initial public offering price of $             per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

You should read this table together with our financial statements and related notes included elsewhere in this prospectus, and the information set forth in the sections of this prospectus titled “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

    As of June 30, 2020  
    Actual     Pro-Forma     Adjusted
Pro-Forma(1)
 

Balance Sheet Data:

     

Cash and cash equivalents

  $ 8,549,176     $ 8,549,176     $                      

Total debt(2)

    51,000       51,000    

Convertible Preferred Stock

     

Preferred stock, $0.001 par value per share, 1,061,720 shares authorized; 697,735 issued and outstanding (actual); no shares issued and outstanding (pro-forma and as adjusted)

    15,929,297       -      
 

 

 

   

 

 

   

 

 

 

Stockholders’ equity (deficit):

     

Common stock, $0.001 par value; 9,600,000 shares authorized; 4,695,248 and 4,330,500 issued and      outstanding (actual), respectively; 6,090,718 and 5,725,970 issued and outstanding (pro-forma), respectively;              and              issued and outstanding (as adjusted), respectively

    4,330       5,726    

Additional paid-in capital

    30,346,961       46,274,862    

Accumulated other comprehensive income

    17,119       17,119    

Accumulated deficit

    (24,078,487     (24,078,487  
 

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

    6,289,923       22,219,220    
 

 

 

   

 

 

   

 

 

 

Total capitalization

  $ 22,270,220     $ 22,270,220     $    

 

(1)

Each $1.00 increase or decrease in the assumed initial public offering price of $             per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease each of cash and cash equivalents, total stockholders’ equity and total capitalization by approximately $            , assuming the number of shares

 

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  offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase or decrease of 100,000 in the number of shares offered by us would increase or decrease each of cash and cash equivalents, total stockholders’ equity and total capitalization by approximately $            , assuming that the assumed initial public offering price, the midpoint of the estimated price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.
(2)

The Company’s total debt as of June 30, 2020 consists of $51,000 outstanding under a forgivable loan with the City of Sisters, Oregon. See note 6 to our unaudited interim financial statements for the six months ended June 30, 2020 included elsewhere in this prospectus for further details concerning our indebtedness.

The number of shares of common stock issued and outstanding actual, pro forma and pro forma as adjusted in the table above excludes the following:

 

   

514,756 shares of common stock issuable upon the exercise of options outstanding as of June 30, 2020, at a weighted-average exercise price of $6.86 per share;

 

   

76,628 shares of common stock that may become issuable upon the exercise of a warrant at the closing of this offering, as more fully described in “Certain Relationships and Related Party Transactions – Stockholder Agreement and Warrant”;

 

   

             shares of common stock reserved for issuance under our 2020 Omnibus Incentive Plan, as more fully described in “Executive Compensation – Laird Superfood, Inc. 2020 Omnibus Incentive Plan”; and

 

   

             shares of common stock reserved for issuance under our 2020 Employee Stock Purchase Plan, as more fully described in “Executive Compensation – Laird Superfood, Inc. 2020 Employee Stock Purchase Plan.”

 

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately after this offering.

As of June 30, 2020, we had a historical net tangible book value of $18.9 million, or $4.38 per share of common stock. Our net tangible book value represents total tangible assets less total liabilities all divided by the number of shares of common stock outstanding on June 30, 2020. Our pro forma net tangible book value as of June 30, 2020, before giving effect to this offering, was $18.9 million, or $3.31 per share of our common stock. Pro forma net tangible book value, before the issuance and sale of shares in this offering, gives effect to:

 

   

the conversion of all shares of our outstanding convertible preferred stock as of June 30, 2020 into an aggregate of 1,395,470 shares of common stock immediately prior to the consummation of this offering; and

 

   

the filing and effectiveness of our amended and restated certificate of incorporation, which will occur immediately prior to the consummation of this offering.

Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the pro forma as adjusted net tangible book value per share of common stock immediately after completion of this offering. After giving effect to the sale of shares of common stock in this offering at an assumed initial public offering price of $             per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) and after deducting the estimated underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value as of June 30, 2020 would have been approximately $             million, or $             per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $             per share to existing shareholders and an immediate dilution of $             per share to new investors. The following table illustrates this per share dilution:

 

Assumed initial public offering price per share

     $                

Historical net tangible book value per share as of June 30, 2020

   $ 4.38    

Pro forma decrease in net tangible book value per share

     (1.07  
  

 

 

   

Pro forma net tangible book value per share as of June 30, 2020

     3.31    

Increase in pro forma net tangible book value per share attributable to new investors

    
  

 

 

   

Pro forma as adjusted net tangible book value per share after this offering

    
    

 

 

 

Dilution per share to new investors participating in this offering

     $    
    

 

 

 

Each $1.00 increase or decrease in the assumed initial public offering price of $             per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share to new investors by $            , and would increase or decrease, as applicable, dilution per share to new investors purchasing shares of our common stock in this offering by $            , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 100,000 in the number of shares of our common stock offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by approximately $             per share and increase or decrease, as applicable, the dilution to new investors purchasing shares of our common stock in this

 

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offering by $             per share, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters’ option to purchase additional shares of our common stock from us is exercised in full, the pro forma as adjusted net tangible book value per share of our common stock, after giving effect to this offering, would be $             per share, and the dilution in net tangible book value per share to new investors purchasing shares of our common stock in this offering would be $             per share.

To the extent that outstanding options with an exercise price per share that is less than the pro forma as adjusted net tangible book value per share are exercised, new investors will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our shareholders.

The following table presents, as of June 30, 2020, on a pro forma as adjusted basis, the number of shares of common stock purchased from us, the total consideration paid to us and the average price paid per share by existing shareholders and by new investors purchasing common stock in this offering at an assumed initial public offering price of $             per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us (in thousands, except share and per share amounts and percentages):

 

     Shares Purchased     Total Cash
Consideration
    Average price
per share
 
     Number     Percent     Amount     Percent  

Existing shareholders

                               $                        $                      

New investors

          

Total

       100 %   $         100 %   $    

Except as otherwise indicated, the above discussion and table assume no exercise of the underwriters’ option to purchase additional shares of our common stock from us. If the underwriters’ option to purchase additional shares of our common stock were exercised in full, our existing shareholders would own     % and our new investors would own     % of the total number of shares of our common stock outstanding upon completion of this offering.

The number of shares of our common stock to be outstanding after this offering includes the number of shares of our common stock outstanding as of June 30, 2020, after giving effect to the conversion of all outstanding shares of convertible preferred stock into 1,395,470 shares of common stock upon the closing of this offering and does not include:

 

   

514,756 shares of common stock issuable upon the exercise of options outstanding as of June 30, 2020, at a weighted-average exercise price of $6.86 per share;

 

   

76,628 shares of common stock that may become issuable upon the exercise of a warrant at the closing of this offering, as more fully described in “Certain Relationships and Related Party Transactions – Stockholder Agreement and Warrant”;

 

   

             shares of common stock reserved for issuance under our 2020 Omnibus Incentive Plan, as more fully described in “Executive Compensation – Laird Superfood, Inc. 2020 Omnibus Incentive Plan”; and

 

   

             shares of common stock reserved for issuance under our 2020 Employee Stock Purchase Plan, as more fully described in “Executive Compensation – Laird Superfood, Inc. 2020 Employee Stock Purchase Plan.”

 

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SELECTED FINANCIAL DATA

The following selected historical financial data should be read together with the sections of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes thereto and other financial information included elsewhere in this prospectus. The selected financial data in this section are not intended to replace the financial statements and are qualified in their entirety by the financial statements and related notes included elsewhere in this prospectus. We derived our selected statements of operations data for the years ended December 31, 2019 and 2018 and the balance sheet data as of December 31, 2019 from our audited financial statements included elsewhere in this prospectus. The selected statement of operations data for the six months ended June 30, 2020 and 2019 and the selected balance sheet data as of June 30, 2020 are derived from our unaudited interim financial statements included elsewhere in this prospectus and are not necessarily indicative of results to be expected for the full year. The unaudited interim financial information has been prepared on the same basis as the annual financial statements and, in the opinion of management, reflects all adjustments, consisting only of normal recurring adjustments that we consider necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results that may be expected in any future period.

 

     Six Months Ended June 30,     Year Ended December 31,  
     2020     2019     2019     2018  
     (unaudited)              

Statement of Operations Data:

        

Sales, net

   $ 11,092,055     $ 5,445,307     $ 13,103,728     $ 8,291,082  

Cost of goods sold

     (7,650,736     (3,269,325     (8,019,094     (5,628,122
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     3,441,319       2,175,982       5,084,634       2,662,960  

Gross margin

     31.03     39.96     38.80%       32.12%  

Operating expenses:

        

General and administrative

     3,432,012       2,333,499       5,201,184       5,826,035  

Research and product development

     261,111       76,435       324,284       119,487  

Sales and marketing

     4,788,517       3,880,220       8,311,137       5,146,934  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     8,481,640       6,290,154       13,836,605       11,092,456  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (5,040,321     (4,114,172     (8,751,971     (8,429,496

Other income (expense)

     38,701       142,729       248,023       (29,940
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (5,001,620     (3,971,443     (8,503,948     (8,459,436

Deemed contribution from the redemption of preferred stock

     -         -         7,448,879       -    

Less deemed dividend of beneficial conversion feature

     (825,366     -         -         (749,998

Less deemed dividend on warrant discount

     (179,427     -         -         -    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Laird Superfood, Inc. common stockholders

   $ (6,006,413   $ (3,971,443   $ (1,055,069   $ (9,209,434
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share attributable to Laird Superfood, Inc common stockholders:(1)

   $ (1.40   $ (1.13   $ (0.29   $ (2.60

Weighted-average shares of common stock outstanding used in computing net loss per share of common stock(2)

     4,303,305       3,514,705       3,668,050       3,541,563  

Basic and diluted pro forma net loss per share to common stockholders (unaudited):(3)

   $ (1.14     $ (0.20  

Weighted-average shares of common stock outstanding used in computing pro forma net loss per share of common stock (unaudited):

     5,261,155         5,371,897    

 

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     As of June 30,     As of December 31,  
     2020     2019     2018  

Balance Sheet Data:

      

Cash and cash equivalents

   $ 8,549,176     $ 1,004,109     $ 17,340,023  

Working capital(4)

   $ 15,985,713     $ 8,527,335     $ 18,497,384  

Property and equipment, net

   $ 2,761,713     $ 3,153,286     $ 985,788  

Total assets

   $ 24,678,717     $ 16,402,185     $ 22,666,890  

Total liabilities

   $ 2,459,497     $ 1,567,889     $ 1,208,838  

Total convertible preferred stock

   $ 15,929,297     $ 6,722,951     $ 21,727,098  

Total stockholders’ equity (deficit)

   $ 6,289,923     $ 8,111,345     $ (269,046

 

(1)

All share, per share and related information has been retroactively adjusted, where applicable, to reflect the impact of the two-for-one split of our common stock, which was effected on August 19, 2020.

(2)

See statements of operations, Note 12 in the audited financial statements and Note 13 in the unaudited interim financial statements for the six months ended June 30, 2020 included elsewhere in this prospectus for further details on the calculation of net loss per share.

(3)

See Note 1 in the audited financial statements and Note 1 in the unaudited interim financial statements for the six months ended June 30, 2020 included elsewhere in this report for further details on the calculation of basic and diluted pro forma net loss per share.

(4)

The Company defines working capital as current assets less current liabilities.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section titled “Selected Financial Data” and the financial statements and related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this prospectus.

Overview

Laird Superfood is an emerging consumer products platform focused on manufacturing and marketing highly differentiated plant-based and functional foods.

Consumer preferences within the evolving food and beverage industry are shifting away from processed and sugar-laden food and beverage products, as well as those containing significant amounts of highly processed and artificial ingredients. Laird Superfood’s long-term goal is to build the first scale-level and widely recognized brand that authentically focuses on natural ingredients, nutritional density and functionality, allowing the Company to maximize penetration of a multi-billion-dollar opportunity in the grocery market.

The core pillars of the Laird Superfood platform are currently Superfood Creamer coffee creamers, Hydrate hydration products and beverage enhancing supplements, and roasted and instant coffees, teas and hot chocolate. Our Superfood Creamer coffee creamers represent our largest product category, accounting for 67.8% of gross sales in 2019 and 66.6% of gross sales in the first six months of 2020.

We have experienced strong sales growth since inception. Net sales increased from $8.3 million in 2018 to $13.1 million in 2019, representing year-over-year net sales growth of 58%, and from $5.4 million in the first six months of 2019 to $11.1 million in the first six months of 2020, representing net sales growth of 104% between the periods. The growth over these periods was driven by a significant expansion of our customer base in both online and traditional wholesale channels. New products lines accounted for $335 thousand of the increase in net sales from 2018 to 2019 and $1.4 million of the increase from the first six months of 2019 to the first six months of 2020.

As of June 30, 2020, we had $13.1 million of cash-on-hand and investments and $51 thousand of total debt, compared to $6.5 million of cash-on-hand and investments and $51 thousand of total debt as of December 31, 2019.

We have generated losses from inception. Net loss in 2018, 2019 and the first six months of 2020 was $8.5 million, $8.5 million and $5.0 million, respectively, as we invested in product development and the growth of our business. Going forward, we intend to continue to invest in product development, marketing initiatives, sales, equipment, facilities and personnel as we believe the demand for our products will continue to accelerate as we further penetrate the market opportunity presented by our current product lines and expand our platform to include additional products.

In November 2019, we negotiated the repurchase of 609,013 shares of Series A-1 preferred stock from a private investor for $7.5 million, or $12.32 per share, which shares were initially purchased

 

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from the Company for $15.0 million, or $24.63 per share. At the time of repurchase, the carrying value of the shares of Series A-1 preferred stock outstanding on the balance sheet was $15.0 million, or a value of $24.63 per share. The favorable rate at which the shares were able to be negotiated resulted in a deemed contribution of $7.4 million, which was included in net loss available to common stockholders.

Key Factors Affecting our Performance

We believe that our future performance will depend on many factors, including the following:

Ability to Grow Our Customer Base in both Online and Traditional Wholesale Distribution Channels

We are currently growing our customer base through both paid and organic online channels, as well as by expanding our presence in a variety of physical retail distribution channels. Online customer acquisitions typically occur at our direct website Lairdsuperfood.com and Amazon.com. Our online customer acquisition program includes paid and unpaid social media, search, display and traditional media. Our products are also sold through a growing number of physical retail channels. Wholesale customers include grocery chains, natural food outlets, club stores, and drug stores, and food service customers include coffee shops, gyms, restaurants, hospitality venues and corporate dining services, among others. Customer acquisition in physical retail channels depends on, among other things, paid promotions through retailers, display and traditional media.

Ability to Acquire and Retain Customers at a Reasonable Cost

We believe an ability to consistently acquire and retain customers at a reasonable cost relative to projected life-time value will be a key factor affecting future performance. To accomplish this goal, we intend to balance advertising spend between online and offline channels, as well as balancing more targeted and measurable “direct response” marketing spend with advertising focused on increasing our long-term brand recognition, where success attribution is less directly measurable on a near-term basis.

Ability to Drive Repeat Usage of Our Products

We accrue substantial economic value from repeat users of our products who consistently re-order our products. The pace of our growth rate will be affected by the repeat usage dynamics of existing and newly acquired customers.

Ability to Expand Our Product Line

Our goal is to substantially expand our product line over time to increase our growth opportunity and reduce product-specific risks through diversification into multiple products each designed around daily use. Our pace of growth will be partially affected by the cadence and magnitude of new product launches over time.

Ability to Expand Gross Margins

Our overall profitability will be impacted by our ability to expand gross margins through effective sourcing of raw materials, controlling labor and shipping costs, as well as spreading other production-related costs over greater manufacturing volumes.

Ability to Expand Operating Margins

Our ability to expand operating margins will be impacted by our ability to cover fixed general and administrative costs and variable sales and marketing costs with higher revenues and gross profit dollars.

 

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Ability to Manage Our Global Supply Chain and Expand Production In-line with Demand

Our ability to grow and meet future demand will be affected by our ability to properly plan for and source inventory from a variety of suppliers located inside and outside the United States.

Ability to Optimize Key Components of Working Capital

Our ability to reduce cash burn in the near-term and eventually generate positive cash flow will be partially impacted by our ability to effectively manage all the key working capital components that could influence our cash conversion cycle.

Seasonality

Because we are so early in our lifecycle of growth, it is difficult to discern the exact magnitude of seasonality affecting our business. Any evidence of seasonality is not discernable from our growth.

Components of Results of Operations

Sales, net

We sell our products indirectly to consumers through a broad set of physical wholesale channels. We also derive revenue from the sale of our products directly to consumers through our direct website, as well as third-party online channels.

Cost of Goods Sold

Our cost of goods sold consists primarily of raw material costs, labor costs directly related to producing our products, including wages and benefits, shipping costs, lease expenses and other factory overhead costs related to various aspects of production, warehousing and shipping.

Operating Expenses

Our operating expenses consist of general and administrative, research and product development, and sales and marketing expenses.

Following the completion of this offering, we expect to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and higher expenses for insurance, investor relations and professional services. We expect our general and administrative expenses will increase as our business grows.

Interest Expense

Interest expense consists primarily of interest related to our additional rent owed to our landlord for landlord improvements.

Benefit from Income Taxes

Due to our history of operating losses and expectation of future operating losses, we do not expect any significant income tax expenses and benefits for the foreseeable future.

 

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Results of Operations

Comparison of the three and six months ended June 30, 2020 (“Q2 2020” and “1H2020”, respectively) and June 30, 2019 (“Q2 2019” and “1H2019”, respectively)

The following table summarizes our results of operations for the periods indicated:

 

     For the six months ended
June 30,
   
Change
    %
Change
 
     2020     2019  

Sales, net

   $ 11,092,055     $ 5,445,307     $ 5,646,748       104

Cost of goods sold

     (7,650,736     (3,269,325     (4,381,411     134
  

 

 

   

 

 

   

 

 

   

Gross profit

     3,441,319       2,175,982       1,265,337       58

Gross margin

     31.0     40.0    

General and administrative

     3,432,012       2,333,499       1,098,513       47

Research and product development

     261,111       76,435       184,676       242

Sales and marketing

     4,788,517       3,880,220       908,297       23
  

 

 

   

 

 

   

 

 

   

Total expenses

     8,481,640       6,290,154       2,191,486       35

Operating loss

     (5,040,321     (4,114,172     (926,149     23

Other income

     38,701       142,729       (104,028     -73
  

 

 

   

 

 

   

 

 

   

Loss before income taxes

     (5,001,620     (3,971,443     (1,030,177     26

Benefit from income taxes

     -         -         -         0
  

 

 

   

 

 

   

 

 

   

Net loss

     (5,001,620     (3,971,443     (1,030,177     26

Less deemed dividend of beneficial conversion feature

     (825,366     -         (825,366     100

Less deemed dividend of warrant discount

     (179,427     -         (179,427     100
  

 

 

   

 

 

   

 

 

   

Net loss attributable to Laird Superfood, Inc. common stockholders

   $ (6,006,413   $ (3,971,443   $ (2,034,970     -51
  

 

 

   

 

 

   

 

 

   

Sales, Net

 

    

Three months ended

June 30,

    2020 v. 2019 Change  
     2020     2019     $     %  

Sales, net

   $  5,608,830     $  2,954,190     $  2,654,640       90%  

Net sales increased by $2.6 million to $5.6 million in Q2 2020, compared to $3.0 million in Q2 2019. This increase was due to a combination of growth in our online and wholesale channels, primarily caused by an increase in sales volume. Products introduced after Q2 2019, including Vanilla Creamer, Original with Functional Mushrooms Creamer, Hot Chocolate with Functional Mushrooms, Organic Peruvian Coffee with Functional Mushrooms and Liquid Creamers, accounted for $1.0 million of gross sales in Q2 2020. Year-over-year gross sales growth in existing products accounted for $2.3 million of the increase in gross sales in Q2 2020 compared to Q2 2019. During Q2 2020, 31% of all online orders were repeat orders, compared to 34% in Q2 2019, and 29% of our direct website net sales came from subscription programs, compared to 28% in Q2 2019.

 

    

Six months ended

June 30,

    2020 v. 2019 Change  
     2020     2019     $     %  

Sales, net

   $  11,092,055     $  5,445,307     $  5,646,748       104%  

 

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Net sales increased by $5.6 million to $11.1 million in 1H2020, compared to $5.4 million in 1H2019. This increase was due to a combination of growth in our online and wholesale channels, primarily caused by an increase in sales volume. Products introduced after 1H2019, including Vanilla Creamer, Original with Functional Mushrooms Creamer, Hot Chocolate with Functional Mushrooms, Organic Peruvian Coffee with Functional Mushrooms and Liquid Creamers, accounted for $1.4 million of gross sales in 1H2020. Year-over-year gross sales growth in existing products accounted for $5.2 million of the increase in gross sales in 1H2020 compared to 1H2019. During 1H2020, 30% of all online orders were repeat orders, compared to 35% in 1H2019, and 31% of our direct website net sales came from subscription programs, compared to 30% in 1H2019.

Cost of Goods Sold

 

    

Three months ended

June 30,

    2020 v. 2019 Change  
     2020     2019     $     %  

Cost of Goods Sold

   $ (4,285,128   $ (1,804,956   $ (2,480,172     137%  

Cost of goods sold increased by $2.5 million in Q2 2020 to $4.3 million from $1.8 million in Q2 2019, primarily due to sales growth in the 2020 period and elevated air shipping costs for additional raw materials in response to an unanticipated increase in demand associated with COVID-19.

 

    

Six months ended

June 30,

    2020 v. 2019 Change  
     2020     2019     $     %  

Cost of Goods Sold

   $ (7,650,736   $ (3,269,325   $ (4,381,411     134%  

Cost of goods sold increased by $4.4 million in 1H2020 to $7.7 million from $3.3 million in 1H2019, primarily due to sales growth in the 2020 period and elevated air shipping costs for additional raw materials in response to an unanticipated increase in demand associated with COVID-19.

Gross Profit

 

    

Three months ended

June 30,

    2020 v. 2019 Change  
     2020     2019     $     %  

Gross Profit

   $ 1,323,702   $  1,149,234     $  174,468       15%  

Gross profit increased by $174 thousand in Q2 2020 to $1.3 million from $1.1 million in Q2 2019, primarily due to sales growth in Q2 2020, partially offset by a decrease in gross margins. Gross margin decreased to 23.6% in Q2 2020 compared to 38.9% in Q2 2019, primarily due to elevated air shipping costs for additional raw materials in response to an unanticipated increase in demand associated with COVID-19, disposal costs related to the initial production and distribution of our new liquid creamer product line, and launch of a free shipping initiative for direct online purchases made on Lairdsuperfood.com.

 

    

Six months ended

June 30,

    2020 v. 2019 Change  
     2020     2019     $     %  

Gross Profit

   $  3,441,319     $  2,175,982     $  1,265,337       58%  

 

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Gross profit increased by $1.2 million in 1H2020 to $3.4 million from $2.2 million in 1H2019, primarily due to sales growth in 1H2020, partially offset by a decrease in gross margins. Gross margin decreased to 31.0% in 1H2020 compared to 40.0% in 1H2019, primarily due to elevated air shipping costs for additional raw materials in response to an unanticipated increase in demand associated with COVID-19, disposal costs related to the initial production and distribution of our new liquid creamer product line, and launch of a free shipping initiative for direct online purchases made on Lairdsuperfood.com.

Operating Expenses

 

    

Three months ended

June 30,

    2020 v. 2019 Change  
     2020     2019     $     %  

Operating Expenses

        

General and Administrative

   $  1,832,442     $  1,426,954     $  405,488       28%  

Research and Development

     117,796       42,866       74,930       175%  

Sales and Marketing

     2,395,701       2,018,646       377,055       19%  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Operating Expenses

   $ 4,345,939     $ 3,488,466     $ 857,473       25%  
  

 

 

   

 

 

   

 

 

   

 

 

 

General and administrative expense increased by $405 thousand in Q2 2020 to $1.8 million from $1.4 million in Q2 2019, primarily due to increased payroll expenses, increased professional fees and an increase in asset impairment charges, partially offset by a decrease in stock-based compensation.

Research and product development expense increased by $75 thousand to $118 thousand in Q2 2020 from $43 thousand in Q2 20219, primarily due to increased product development efforts and payroll expenses.

Sales and marketing expense increased by $377 thousand in Q2 2020 to $2.4 million from $2.0 million in Q2 2019, primarily due to increased advertising expenses.

 

    

Six months ended

June 30,

    2020 v. 2019 Change  
     2020     2019     $     %  

Operating Expenses

        

General and Administrative

   $  3,432,012     $  2,333,499     $  1,098,513       47%  

Research and Development

     261,111       76,435       184,676       242%  

Sales and Marketing

     4,788,517       3,880,220       908,297       23%  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Operating Expenses

   $ 8,481,640     $ 6,290,154     $ 2,191,486       35%  
  

 

 

   

 

 

   

 

 

   

 

 

 

General and administrative expense increased by $1.1 million in 1H2020 to $3.4 million from $2.3 million in 1H2019, primarily due to increased payroll expenses, increased professional fees, and an increase in asset impairment charges.

Research and product development expense increased by $185 thousand to $261 thousand in 1H2020 from $76 thousand in 1H20219, primarily due to increased product development efforts and payroll expenses.

Sales and marketing expense increased by $908 thousand in 1H2020 to $4.8 million from $3.9 million in 1H2019, primarily due to increased advertising, payroll and stock-based compensation expenses.

 

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Other Income

 

    

Three months ended

June 30,

    2020 v. 2019 Change  
     2020     2019     $     %  

Other income

   $ 15,847   $  88,047     $ (72,200     -82%  

Other income (expense) is composed of interest income, gain on sale of available-for-sale securities, and grant income. Interest income, primarily related to dividend and interest income on investment securities available-for-sale, decreased to $8 thousand in Q2 2020 compared to $38 thousand in Q2 2019 due to decreased investment balances. Gain on the sale of available-for-sale securities was $8 thousand in Q2 2020 compared from $0 in Q2 2019. Grant income, primarily related to conversion of a forgivable loan with Deschutes County into a grant, decreased to $0 in Q2 2020 compared from $50 thousand in Q2 2019 due to timing of forgiveness.

 

    

Six months ended

June 30,

    2020 v. 2019 Change  
     2020     2019     $     %  

Other income

   $  38,701     $  142,729     $ (104,028     -73%  

Interest income, primarily related to dividend and interest income on investment securities available-for-sale, decreased to $31 thousand in 1H2020 compared to $93 thousand in 1H2019 due to decreased investment balances. Gain on the sale of available-for-sale securities was $8 thousand in 1H2020 compared from $0 in 1H2019. Grant income, primarily related to conversion of a forgivable loan with Deschutes County into a grant, decreased to $0 in 1H2020 compared from $50 thousand in 1H2019 due to timing of forgiveness.

Benefit from Income Taxes

 

     Three months ended
June 30,
    2020 v. 2019 Change  
     2020     2019     $     %  

Benefit from Income Taxes

   $ -       $ -       $ -         -    

Benefit from Income Taxes remained at $0 in Q2 2020 and Q2 2019, as we maintain a full valuation allowance related to our net deferred tax assets, primarily due to our historical net loss position. Due to our history of operating losses and expectation of future operating losses, we do not expect any significant income tax expenses or benefits for the foreseeable future.

    

Six months ended

June 30,

    2020 v. 2019 Change  
     2020     2019     $     %  

Benefit from Income Taxes

   $  -       $  -       $  -         -    

Benefit from Income Taxes remained at $0 in 1H2020 and 1H2019, as we maintain a full valuation allowance related to our net deferred tax assets, primarily due to our historical net loss position. Due to our history of operating losses and expectation of future operating losses, we do not expect any significant income tax expenses or benefits for the foreseeable future.

 

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Comparison of the years ended December 31, 2019 (“FY2019”) and December 31, 2018 (“FY2018”)

The following table summarizes our results of operations for the periods indicated:

 

     For the years ended
December 31
   
Change
    %
Change
 
     2019     2018  

Sales, net

   $ 13,103,728     $ 8,291,082     $ 4,812,646       58

Cost of goods sold

     (8,019,094     (5,628,122     (2,390,972     42
  

 

 

   

 

 

   

 

 

   

Gross profit

     5,084,634       2,662,960       2,421,674       91

Gross margin

     38.8     32.1    

General and administrative expenses

     5,201,184       5,826,035       (624,851     -11

Research and product development

     324,284       119,487       204,797       171

Sales and marketing

     8,311,137       5,146,934       3,164,203       61
  

 

 

   

 

 

   

 

 

   

Total expenses

     13,836,605       11,092,456       2,744,149       25

Operating loss

     (8,751,971     (8,429,496     (322,475     4

Other income (expense)

     248,023       (29,940     277,963       928
  

 

 

   

 

 

   

 

 

   

Loss before income taxes

     (8,503,948     (8,459,436     (44,512     1

Benefit from income taxes

     -         -         -         0
  

 

 

   

 

 

   

 

 

   

Net loss

     (8,503,948     (8,459,436     (44,512     1

Deemed dividend of beneficial conversion feature

     -         (749,998     749,998       100

Deemed contribution from the redemption of preferred stock

     7,448,879       -         7,448,879       100
  

 

 

   

 

 

   

 

 

   

Net loss attributable to Laird Superfood, Inc. common

   $ (1,055,069   $ (9,209,434   $ 8,154,365       89
  

 

 

   

 

 

   

 

 

   

Sales, Net

 

     Twelve months ended
December 31,
    2019 v. 2018 Change
     2019     2018     $     %

Sales, net

   $  13,103,728     $  8,291,082     $  4,812,646     58%

Net sales increased by $4.8 million to $13.1 million in FY2019, compared to $8.3 million in FY2018. This increase was due to a combination of growth in our online and wholesale channels, primarily caused by an increase in sales volume. Products introduced after FY2018, including Vanilla Creamer, Original with Functional Mushrooms Creamer, and Hot Chocolate with Functional Mushrooms, accounted for $335 thousand of gross sales in FY2019. Year-over-year gross sales growth in existing products accounted for $4.5 million of the increase in gross sales in FY2019 compared to FY2018. During FY2019, 34% of all online orders were repeat orders, compared to 41% in FY2018, and 32% of our direct website net sales came from subscription programs, compared to 23% in FY2018.

Cost of Goods Sold

 

     Twelve months ended
December 31,
    2019 v. 2018 Change  
     2019     2018     $     %  

Cost of Goods Sold

   $  8,019,094     $  5,628,122     $  2,390,972       42%  

Cost of goods sold increased by $2.4 million in FY2019 to $8.0 million from $5.6 million in FY2018, primarily due to sales growth in the 2019 period.

 

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Gross Profit

 

     Twelve months ended
December 31,
    2019 v. 2018 Change  
     2019     2018     $     %  

Gross Profit

   $  5,084,634     $  2,662,960     $  2,421,674       91%  

Gross profit increased by $2.4 million in FY2019 to $5.1 million from $2.7 million in FY2018, primarily due to sales growth in FY2019 and an improvement in gross margins. Gross margin increased to 38.8% in FY2019 compared to 32.1% in FY2018, primarily due to an improved ability to broadly leverage cost of goods sold line items with greater sales volumes.

Operating Expenses

 

     Twelve months ended
December 31,
    2019 v. 2018 Change  
     2019     2018     $     %  

Operating Expenses

        

General and Administrative

   $ 5,201,184     $ 5,826,035     $ (624,851     (11%

Research and Product Development

     324,284       119,487       204,797       171%  

Sales and Marketing

     8,311,137       5,146,934       3,164,203       61%  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Operating Expenses

   $ 13,836,605     $ 11,092,456     $ 2,744,149       25%  
  

 

 

   

 

 

   

 

 

   

 

 

 

General and administrative expense decreased by $625 thousand in FY2019 to $5.2 million from $5.8 million in FY2018, primarily due to reductions in professional fees, which was partially offset by increases in payroll and related stock-based compensation and office expense.

Research and product development expense increased by $205 thousand to $324 thousand in FY2019 from $119 thousand in FY2018, primarily due to increased product development efforts and research and development related payroll expenses.

Sales and marketing expense increased by $3.2 million in FY2019 to $8.3 million from $5.1 million in FY2018, primarily due to a substantial increase in online marketing spend, as well as increases in sales and marketing payroll expenses and stock-based compensation.

Other (Expense) Income

 

     Twelve months ended
December 31,
    2019 v. 2018 Change  
     2019     2018             $                     %          

Other (expense) income

   $ 248,023     $ (29,940   $ 277,963       928

Other (expense) income is composed of interest income and interest expense. Interest income, primarily related to dividend and interest income on investment securities available for sale, increased to $239 thousand in FY2019 compared to $18 thousand in FY2018 due to increased investment balances. Interest expense, consisting primarily of interest related to our additional rent owed to our landlord for landlord improvements, remained relatively flat year-over year, incurring $49 thousand in FY2019 and $48 thousand in FY2018.

Benefit from Income Taxes

 

     Twelve months ended
December 31,
    2019 v. 2018 Change  
     2019     2018     $     %  

Benefit from Income Taxes

   $ -       $ -       $ -         -  %  

 

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Benefit from income taxes remained at $0 in FY2019 and FY2018, as we maintain a full valuation allowance related to our net deferred tax assets, primarily due to our historical net loss position. Due to our history of operating losses and expectation of future operating losses, we do not expect any significant income tax expenses or benefits for the foreseeable future.

Quarterly Results of Operations

The following tables summarize our historical unaudited statements of operations data for each of the four quarters in the years ended December 31, 2019 and 2018 and the quarters ended March 31, 2020 and June 30, 2020. The quarterly information has been prepared on the same basis as the audited financial statements and, in the opinion of management, reflects all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial position for the periods presented. Our historical results are not necessarily indicative of the results that may be expected in the future. You should read this data together with our financial statements and related notes included elsewhere in this prospectus.

 

    2020
(unaudited)
 
    June 30      March 31     Two Quarters  

Statement of Operations Data:

      

Sales, net

  $ 5,608,830      $ 5,483,225     $ 11,092,055  

Cost of goods sold

    (4,285,128      (3,365,608     (7,650,736
 

 

 

    

 

 

   

 

 

 

Gross profit

    1,323,702        2,117,617       3,441,319  

Operating expenses:

      

General and administrative

    1,832,442        1,599,570       3,432,012  

Research and product development

    117,796        143,315       261,111  

Sales and marketing

    2,395,701        2,392,816       4,788,517  
 

 

 

    

 

 

   

 

 

 

Total operating expenses

    4,345,939        4,135,701       8,481,640  
 

 

 

    

 

 

   

 

 

 

Operating loss

    (3,022,237      (2,018,084     (5,040,321

Other income

    15,847        22,854       38,701  
 

 

 

    

 

 

   

 

 

 

Net loss

  $ (3,006,390    $ (1,995,230   $ (5,001,620

Less deemed dividend of beneficial conversion feature

    (825,366      -         (825,366

Less deemed dividend on warrant discount

    (179,427      -         (179,427
 

 

 

    

 

 

   

 

 

 

Net loss attributable to Laird Superfood, Inc. common stockholders

  $ (4,011,183    $ (1,995,230   $ (6,006,413
 

 

 

    

 

 

   

 

 

 

Net income (loss) per share, basic and diluted

  $ (0.93    $ (0.47   $ (1.40

Shares used in computing net loss per share, basic and diluted

    4,325,265        4,281,346       4,303,305  

 

     2019
(unaudited)
 
     December 31     September 30     June 30     March 31     Four
Quarters
 

Statement of Operations Data:

          

Sales, net

   $ 4,171,086     $ 3,487,335     $ 2,954,190     $ 2,491,117     $ 13,103,728  

Cost of goods sold

     (2,722,605     (2,026,930     (1,804,956     (1,464,603     (8,019,094
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     1,448,481       1,460,405       1,149,234       1,026,514       5,084,634  

 

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    2019
(unaudited)
 
    December 31     September 30     June 30     March 31     Four
Quarters
 

Operating expenses:

         

General and administrative

    1,491,383       1,376,302       1,426,954       906,545       5,201,184  

Research and product development

    137,872       109,978       42,866       33,568       324,284  

Sales and marketing

    2,045,841       2,385,080       2,018,646       1,861,570       8,311,137  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    3,675,096       3,871,360       3,488,466       2,801,683       13,836,605  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (2,226,615     (2,410,955     (2,339,232     (1,775,169     (8,751,971

Other (expense) income

    67,519       37,773       88,047       54,684       248,023  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (2,159,096   $ (2,373,182   $ (2,251,185   $ (1,720,485   $ (8,503,948

Deemed contribution from the redemption of preferred stock

  $ 7,448,879       -         -         -       $ 7,448,879  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Laird Superfood, Inc. common stockholders

  $ 5,289,783     $ (2,373,182   $ (2,251,185   $ (1,720,485   $ (1,055,069
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share, basic

  $ 1.31     $ (0.66   $ (0.64   $ (0.49  

Shares used in computing net loss per share, basic

    4,045,056       3,592,735       3,520,338       3,509,009    

Net income (loss) per share, diluted

  $ 0.95     $ (0.66   $ (0.64   $ (0.49  

Shares used in computing net loss per share, diluted

    5,552,038       3,592,735       3,520,338       3,509,009    

 

    2018  
    (unaudited)  
    December 31     September 30     June 30     March 31     Four
Quarters
 

Statement of Operations Data:

         

Sales, net

  $ 2,183,527     $ 2,160,202     $ 2,175,641     $ 1,771,712     $ 8,291,082  

Cost of goods sold

    (1,391,263     (1,383,967     (1,606,737     (1,246,155     (5,628,122
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    792,264       776,235       568,904       525,557       2,662,960  

Operating expenses:

         

General and administrative

    3,292,994       1,064,968       954,656       513,417       5,826,035  

Research and product development

    30,588       31,300       27,722       29,877       119,487  

Sales and marketing

    1,320,508       1,170,879       1,346,043       1,309,504       5,146,934  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    4,644,090       2,267,147       2,328,421       1,852,798       11,092,456  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (3,851,826     (1,490,912     (1,759,517     (1,327,241     (8,429,496

Other (expense) income

    9,981       (14,766     (15,670     (9,485     (29,940
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (3,841,845   $ (1,505,678   $ (1,775,187   $ (1,336,726   $ (8,459,436

Less deemed dividend of beneficial conversion feature amortization

    (749,998     -         -         -         (749,998
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Laird Superfood, Inc. common stockholders

  $ (4,591,843   $ (1,505,678   $ (1,775,187   $ (1,336,726   $ (9,209,434
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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     2018  
     (unaudited)  
     December 31     September 30     June 30     March 31     Four
Quarters
 

Net income (loss) per share, basic and diluted

   $ (1.27   $ (0.41   $ (0.49   $ (0.41  

Shares used in computing net loss per share, basic and diluted

     3,627,695       3,641,108       3,630,420       3,261,914    

Liquidity and Capital Resources

As of June 30, 2020, we had incurred accumulated net losses of $24.1 million, including operating losses of $5.0 million and $4.0 million for 1H2020 and 1H2019, respectively. As of December 31, 2019, we had incurred accumulated net losses of $19.1 million, including operating losses of $8.5 million and $8.5 million for FY2019 and FY2018, respectively. We expect to incur additional operating losses as we continue efforts to grow our business, and we expect to incur additional expenses associated with being a public company. We have historically financed our operations and capital expenditures through private placements of our preferred stock and common stock, as well as lines of credit and term loans. Our equity financings are summarized as follows:

 

   

we received net proceeds of $6.7 million from the issuance of common stock from inception through December 31, 2017.

 

   

we issued and sold an aggregate of 472,778 shares of our common stock from March 2018 through June 2018 to investors for an aggregate purchase price of $4.1 million.

 

   

we issued and sold an aggregate of 923,670 shares of our Series A preferred stock from November 2018 through December 2018 to investors for an aggregate purchase price of $22.0 million.

 

   

we issued and sold an aggregate of 806,614 shares of our common stock from September 2019 through March 2020 for an aggregate purchase price of $11.7 million.

 

   

we issued and sold an aggregate of 383,142 shares of our Series B-1 preferred stock on April 13, 2020 for an aggregate purchase price of $10.0 million.

Our historical uses of cash have primarily consisted of cash used in operating activities to fund our operating losses and working capital needs.

As of June 30, 2020, we had $13.1 million of cash-on-hand and investments and $8.4 million of available borrowings under our lines of credit. As of December 31, 2019, we had $6.5 million of cash-on-hand and investments and $7.5 million of available borrowings under our lines of credit. As of June 30, 2020 and December 31, 2019, we had $51 thousand outstanding under our forgivable loans with the City of Sisters, Oregon and no amounts were outstanding under our lines of credit.

We currently have an approximately 26,000 square foot warehouse under construction adjacent to our current buildings and have purchased five adjoining lots providing opportunity for expansion of our campus if needed. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, the continued expansion of sales and marketing activities, the enhancement of our product platforms, the introduction of new products and acquisition activity. We expect to continue to incur operating losses for the foreseeable future and may require additional capital resources to continue to grow our business. We believe that current cash and cash equivalents will be sufficient to fund our operations and capital requirements for at least the next 12 months following the date our audited financial

 

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statements for FY2019 were issued. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. In addition, if additional financing is required from outside sources, we may not be able to raise such financing on terms acceptable to us or at all.

Comparison of the six months ended June 30, 2020 and June 30, 2019

Cash Flows

The following table shows a summary of our cash flows for the periods presented:

 

     For the six months ended
June 30,
 
     2020     2019  

Cash flows from operating activities

   $ (4,647,005   $ (4,155,862

Cash flows from investing activities

     356,624       (11,542,957

Cash flows from financing activities

     11,835,448       (1,097,284
  

 

 

   

 

 

 

Net change in cash

   $ 7,545,067     $ (16,796,103
  

 

 

   

 

 

 

Cash Flows from Operating Activities

Cash used in operating activities was $4.6 million for 1H2020 as compared to $4.2 million in 1H2019. In 1H2020, we increased inventory levels to ensure we are able to keep up with growing customer demand, with limited disruptions in distributions.

Cash Flows from Investing Activities

Cash provided from investing activities was $357 thousand in 1H2020 as compared to cash used of $11.5 million in 1H2019. Cash inflows during 1H2020 were primarily related to proceeds from maturities and sales of investments available-for-sale, partially offset by purchases of and deposits made for equipment. Cash outflows during 1H2019 primarily related to purchases of investments available-for-sale and purchases of manufacturing equipment.

Cash Flows from Financing Activities

Cash provided by financing activities was $11.8 million in 1H2020 compared to cash used of $1.1 million in 1H2019. Cash inflows in 1H2020 primarily related to a capital transaction of $10.0 million with a private investor, while cash outflows in 1H2019 primarily related to the repurchase of common stock.

Comparison of the twelve months ended December 31, 2019 and December 31, 2018

Cash Flows

The following table shows a summary of our cash flows for the periods presented:

 

     For the twelve months ended
December 31,
 
     2019     2018  

Cash flows from operating activities

   $ (9,440,895   $ (9,455,757

Cash flows from investing activities

     (7,924,099     (717,657

Cash flows from financing activities

     1,029,080       24,170,440  
  

 

 

   

 

 

 

Net change in cash

   $ (16,335,914   $   13,997,026  
  

 

 

   

 

 

 

 

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Cash Flows from Operating Activities

Cash used in operating activities was $9.4 million for FY2019 as compared to $9.5 million in FY2018. In FY2019, we increased inventory levels to ensure we are able to keep up with growing customer demand, with limited disruptions in distributions. In addition, we made significant investments in leasehold improvements to build out production and warehouse facilities to ensure we can continue to scale at the rate of our revenue growth.

Cash Flows from Investing Activities

Cash used in investing activities was $7.9 million in FY2019 as compared to $718 thousand in FY2018. These changes were primarily due to investment in securities available-for-sale, and capital investments in a new manufacturing line to continue to meet increasing consumer demand.

Cash Flows from Financing Activities

Cash provided by financing activities was $1.0 million in FY2019 compared to $24.2 million in FY2018. In FY2018, we executed a capital transaction of $25.0 million with a private investor, with $15.0 million funded at the closing date and an additional $10.0 million to be funded one year following the execution. In FY2019, we negotiated the repurchase of 609,013 shares of Series A-1 preferred stock from a private investor for $7.5 million, or $12.32 per share, and the termination of the private investor’s commitment to fund an additional $10.0 million in November 2019. At the time of repurchase, the carrying value of the shares of Series A-1 preferred stock outstanding on the balance sheet was $15.0 million, or a value of $24.63 per share. The favorable rate at which the shares were able to be negotiated resulted in a deemed contribution of $7.4 million, which was included in the net loss available to common stockholders.

Contractual Obligations and Commitments

The following table sets forth the amounts of our significant contractual obligations and commitments with definitive payment terms as of December 31, 2019:

 

Payments Due by Period

   Operating Leases(1)     Note Payable     Total  

2020

   $ 233,047     $ -       $ 233,047  

2021

     237,737       51,000       288,737  

2022

     244,869       -         244,869  

2023

     252,216       -         252,216  

2024

     259,782       -         259,782  

Thereafter

     1,132,122       -         1,132,122  
  

 

 

   

 

 

   

 

 

 
   $           2,359,773     $                  51,000     $           2,410,773  
  

 

 

   

 

 

   

 

 

 

 

(1)

Operating lease obligations related to our manufacturing facility leases, dated March 1, 2018 and December 17, 2018. Operating lease obligations related to our office space are month-to-month in nature, and therefore we have no ongoing contractual obligation.

Critical Accounting Policies and Estimates

This management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses and share-based compensation. We base our estimates on

 

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historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in Note 1 to our audited financial statements included elsewhere in this prospectus, we believe the following accounting policies are the most critical to the judgments and estimates used in the preparation of our financial statements.

Revenue Recognition

We recognize revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), which we adopted January 1, 2019. Under ASC 606, we recognize revenue in accordance with a five-step model in which we evaluate the transfer of promised goods or services and recognize revenue when our customer obtains control of promised goods or services in an amount that reflects the consideration which we expect to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that we determine are within the scope of ASC 606, we perform the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. We have elected, as a practical expedient, to account for the shipping and handling as fulfillment costs, rather than as a separate performance obligation. Revenue is reported net of applicable provisions for discounts, returns and allowances. Methodologies for determining these provisions are dependent on customer pricing and promotional practices. We will record reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. These estimates will be based on industry-based historical data, historical sales returns, if any, analysis of credit memo data, and other factors known at the time.

Stock Incentive Plan

The compensation cost relating to share-based payment transactions is recognized in the financial statements. The cost is measured based on the grant date fair value of the equity or liability instruments issued. Compensation cost for all employee stock awards is calculated and recognized over the employees’ service period, generally defined as the vesting period. For awards with graded-vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. Compensation cost for all consultant stock awards is calculated and recognized over the consultant’s service period based on the grant date fair value of the equity or liability instruments issued. Upon exercise of stock awards, recipients are issued shares of common stock.

Income Taxes

Income taxes provide for the tax effects of transactions reported in the financial statements and consist of income taxes currently due and deferred tax assets and liabilities. We may also be subject to interest and penalties from taxing authorities on underpayment of income taxes. In such an event, interest and penalties are included in income tax expense. Deferred tax assets and liabilities are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to depreciable assets (use of different depreciation methods and lives for financial statement and income tax purposes) and net operating losses. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Due to the historical net loss position of the Company, we recorded a full deferred tax valuation allowance as of June 30, 2020, December 31, 2019 and December 31, 2018.

 

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Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities. As of June 30, 2020, we had cash and cash equivalents of $8.5 million. We invest our surplus cash in United States Treasury bonds as well as interest-bearing savings and other short-term interest bearing investments from time to time. We have not entered into investments for trading or speculative purposes. Due to the conservative nature of our investment portfolio, which is predicated on capital preservation of investments with short-term maturities, we do not believe a change in interest rates would have a material effect on the fair market value of our portfolio, and therefore we do not expect our operating results or cash flows to be significantly affected by changes in market interest rates.

As of June 30, 2020, we had no debt outstanding that is subject to interest rate variability, as our only debt consists of $51,000 outstanding under a forgivable loan with the City of Sisters, Oregon. Therefore, we are not subject to interest rate risk related to debt.

Recent Accounting Pronouncements

See Recently Issued Accounting Pronouncements in Note 1 to our audited financial statements included elsewhere in this prospectus for additional information.

Emerging Growth Company Status

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

 

   

a requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

 

   

an exemption from the auditor attestation requirement on the effectiveness of our internal control over financial reporting;

 

   

reduced disclosure about our executive compensation arrangements; and

 

   

no non-binding advisory votes on executive compensation or golden parachute arrangements.

In particular, in this prospectus, we have provided only two years of audited financial statements and have not included all of the executive compensation-related information that would be required if we were not an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

We may take advantage of these provisions until the end of the fiscal year in which the fifth anniversary of this offering occurs, or such earlier time when we no longer qualify as an emerging growth company. We would cease to be an emerging growth company on the earlier of (1) the last day of the fiscal year (a) in which we have more than $1.07 billion in annual revenue or (b) in which we have more than $700 million in market value of our capital stock held by non-affiliates, or (2) the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all these reduced burdens.

 

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In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards, and therefore we will not be subject to the same requirements to adopt new or revised accounting standards as other public companies that are not emerging growth companies.

 

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LETTER FROM PAUL HODGE, OUR CO-FOUNDER AND CHIEF EXECUTIVE OFFICER

Laird Hamilton and I founded Laird Superfood because we believe better food leads to a better world.

Laird has a barn in Kauai, on the banks of the Hanalei river, a straight shot downstream to Kauai’s north shore and the Pacific. His barn is a monument to innovation – inside, in neatly arranged stacks, is experimental watersport equipment, all from the early stages of its development – the first tow-in jet skis, prototype stand up paddleboards, and early-model foil boards, made from spare snowboard bindings bolted to beat up surfboards. The final versions of his early experiments are now ubiquitous and recognizable everywhere.

At the back of his barn, Laird has a coffee bar reflecting the same curiosity and innovation. In 2014, Laird and I were making coffees ahead of a long, tough day in the surf, adding coconut oil and nut-milks, and less conventional additives – things like raw cacao and organic coconut milk powder and fresh turmeric – experimenting with flavors and performance. We were having fun and liked how the coffee made us feel, and we knew we were onto something authentic and new.

I spent the next fourteen months at my ranch in Oregon experimenting with ingredients to finalize the recipe for our original Superfood Creamer. In 2015, we founded Laird Superfood to make great tasting, high-quality, plant-based products that are healthy, convenient, affordable, and available to all, starting with Superfood Creamer.

Since 2015, we have sold approximately two million bags of our creamer — enough to make tens of millions of unique and delicious coffees. We have developed 26 SKUs across our platforms, built a factory in a town of about 2,700 people in central Oregon, where we employ over a hundred people, and our products can now be found in over 5,500 retail doors across the US. Our products can also be found on our website, Lairdsuperfood.com, where we have a subscriber base which has grown at a compound annual growth rate of almost 300% since our subscription program’s inception in 2017. And our work is just getting started. In 2020 we have launched six new SKUs, and plan to continue introducing new, exciting products to our customers.

We have executed our vision with discipline. We vertically integrated our production, direct import many of our ingredients, and have invested in our growth responsibly. We have great respect for our stakeholders, and we have received their trust in return. Our future growth will be based on the strength of our platform, excellence in execution, and disciplined capital allocation. We will invest in growth and scalable infrastructure where returns are attractive.

All food manufacturing has an environmental impact. By focusing on plant-based alternatives, we believe we are part of a movement to reduce the carbon impact of our community’s daily lives. Further, with products like our Hydrate coconut water, we are reducing single-use containers, and taking thousands of tons of freight out of the supply chain by providing a space and weight efficient powdered alternative to refrigerated single serves.

Our current platform is just the beginning. Laird Superfood is a tiny percentage of the $695 billion U.S. grocery market, and occupies the fast-growing subsegment of natural and plant-based foods. Our vision is to grow across grocery store aisles and continually innovate new, plant-based products to add to our customers’ daily ritual.

We believe we are still in the initial stages of our innovative platform, and I, and our team, are committed to growing our brand until it is ubiquitous and recognizable everywhere.

Sincerely,

Paul Hodge

 

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BUSINESS

Our Company

Laird Superfood. Better Food. Better You.

Laird Superfood is an emerging consumer products platform focused on manufacturing and marketing highly differentiated plant-based and functional foods. The Laird Superfood brand is increasingly recognized and trusted by a growing number of consumers. The core pillars of the Laird Superfood platform are currently Superfood Creamer coffee creamers, Hydrate hydration products and beverage enhancing supplements, and roasted and instant coffees, teas and hot chocolate. Over time, Laird Superfood plans to aggressively and strategically grow revenues by further penetrating the multi-billion-dollar market opportunity presented by our current product lines, as well as expanding our platform to include additional products that meet our strict plant-based ingredient criteria to diversify our revenue base and increase Laird Superfood’s total addressable market (“TAM”) opportunity.

Laird Superfood was founded in 2015 by friends and surfing partners, Laird Hamilton and Paul Hodge. Mr. Hamilton is one of the best-known big wave surfers in the world and well respected for his innovation in many board sports. Mr. Hodge is an entrepreneur who has built numerous environmentally and socially conscious companies in the solar, home technology, electric transportation and sporting industries. Mr. Hamilton has long sought different ways to derive the maximum possible energy from natural food sources to carry him through some of the most grueling surf and exercise sessions in the world. With the need to stay in the water for four to six hours per session, Mr. Hamilton experimented with blends of espresso and a variety of natural fats, such as coconut oil, to create beverages designed to provide stable and long-lasting sources of energy.

After years of development and personal trial, Mr. Hamilton created a plant-based recipe consisting of coconut-based ingredients and Aquamin, a mineral rich, calcified sea algae harvested off the coast of Iceland. Mr. Hamilton found these special ingredients provided him with an extended boost of energy beyond a traditional cup of coffee. With the help of several industry veterans, Mr. Hodge spent fourteen months testing over seventy different formulations searching for a recipe that could be produced in a cost-effective and scalable manner in order to bring affordable and convenient consumption to consumers. In July 2015, Laird Superfood launched its first product, the Original Superfood Creamer.

Gabrielle Reece, who serves as our Chief Brand Ambassador and is married to Mr. Hamilton, also contributed actively to developing Laird Superfood’s debut products. Ms. Reece is a professional athlete, media personality and Nike’s first female spokeswoman. Her passion for healthy living and fitness expertise make her an influential voice in the world of health and wellness, particularly with a female audience. Mr. Hamilton, Mr. Hodge and Ms. Reece are committed to optimizing nutrition to improve consumer health and achieve peak performance through a platform of Laird Superfood products that taste great and are accessible to the general public.

Laird Superfood is driven by the mantra of “Better Food, Better You.” To support this vision, we plan to introduce products that fuel consumers from sunrise to sunset, as part of Laird Superfood’s “Daily Ritual.”

 

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LOGO

As a result of growing consumer demand for Laird Superfood products and the continued expansion of our omnichannel distribution strategy, our net sales have grown from $568 thousand in 2016 to $13.1 million in 2019 and $11.1 million in the first six months of 2020, representing an annualized compound annual growth rate of approximately 185%. During the same period, our gross margins have expanded from 24.8% in 2016 to 38.8% in 2019 and 31.0% in the first six months of 2020, which highlights the inherent operating leverage built into our vertically integrated business model. We believe additional gross margin expansion can be achieved via factory efficiencies and overhead absorption.

Our Market Opportunity in the Evolving Food and Beverage Industry

Laird Superfood participates in what the U.S. Census Bureau estimates to be a $695 billion grocery market as of 2019, which is the second largest retail market after the automobile industry.

 

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Laird Superfood is specifically focused on the fastest growing sub-segment of the food and beverage market: U.S. Natural, Organic and Functional Food and Beverages. According to the Nutrition Business Journal, in 2018, U.S. Natural, Organic and Functional Food and Beverages sales were approximately $152 billion and grew 6.6% from the prior year, which was faster than the 4.0% growth in the overall food and beverage industry according to the U.S. Census Bureau. Further, according to the Nutrition Business Journal, during the same period, third-party and direct e-commerce sales represented two of the four fastest growing channels for U.S. Natural, Organic and Functional Food and Beverages sales, which bodes well for Laird Superfood due to our strong online presence and omnichannel expansion strategy.

Consumer preferences within the evolving food and beverage industry are shifting away from processed and sugar-laden food and beverage products, as well as those containing significant amounts of highly processed and artificial ingredients. There is also increasing recognition of the environmental impact of animal-based products. This has led to significant growth in plant-based foods and beverages. Per the Plant-Based Foods Association, U.S. retail sales of plant-based foods increased 11% from 2018 to 2019, reaching a market value of $4.5 billion, compared to increases of 4% and 7% in the general grocery and natural food categories, respectively. Among categories of plant-based foods, plant based creamers was the highest growing category, experiencing 40% growth for the twelve month period ended April 2019 compared to growth of only 12% for dairy-based creamers.

Laird Superfood’s long-term goal is to build the first scale-level and widely recognized brand that authentically focuses on natural ingredients, nutritional density and functionality. We believe an authentic and trusted brand is the strongest barrier to entry and a sustainable source of differentiation in the CPG industry. We also believe a strong brand is a valuable platform that can be leveraged to expand beyond our current markets to achieve relevance across multiple grocery aisles, online and a wide array of other relevant points of distribution. While the barriers to entry for launching a food product in the CPG industry have fallen in recent years as a result of unlimited shelf space on the internet and targeted online marketing, the barriers to building an internationally recognized and trusted brand relevant to today’s consumer remain high.

Our Competitive Strengths

We believe the following strengths differentiate Laird Superfood and create long-term, sustainable competitive advantages.

An Emerging Platform Within the Rapidly Expanding Plant-Based Natural Foods Industry

Over the near and intermediate term, Laird Superfood is highly focused on maximizing revenue growth by further penetrating the multi-billion dollar market opportunity presented by our current product lines. However, we believe the larger long-term opportunity lies in building Laird Superfood into a unique platform within the natural foods industry, which is currently dominated by single-product companies. The core tenets of this platform approach are strengthening our authentic and trusted brand name, growing our expansive omnichannel distribution strategy and the introduction of a constant flow of new products that align with our core ethos. This platform provides opportunities for continual expansion of our TAM to allow long-duration growth, sustained differentiation of our brand, product diversification and leveraging our core strengths and operating costs to increase profit margins.

An Authentic and Trusted Brand Name

An authentic and trusted brand is one of the strongest long-term barriers to entry and sources of sustained differentiation in the consumer products industry. Since inception, Laird Superfood has invested heavily in building a trusted brand that consumers immediately identify as authentic, plant-based, nutrient dense and functional. Along with more traditional methods of brand-building, we have effectively

 

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harnessed the authentic lifestyle of Laird Hamilton and Gabrielle Reece, both of whom have well-earned reputations for being on the cutting edge of fitness and nutrition. Our goal is to make Laird Superfood the choice for customers searching for nutrient dense, functional foods at a reasonable price. Our target market extends well beyond elite athletes into the mass market due to our recognition that Laird Superfood products must not only be natural, functional and nutrient-dense, they must also taste great and be affordable to provide access to all consumers.

Balanced and Highly Differentiated Omnichannel Distribution Strategy

Our highly differentiated omnichannel distribution strategy has three key components: online, wholesale and food service. In aggregate, this omnichannel strategy provides us with a diverse set of customers and wholesale partners, leading to a larger TAM opportunity than is normally available to products available primarily in grocery stores, along with an opportunity to develop a direct relationship with our customers at Lairdsuperfood.com. We believe that, along with a trusted brand name, extensive proprietary distribution is a critical long-term and sustainable barrier to entry in the food industry.

Our online business is two pronged and consists of Lairdsuperfood.com and Amazon.com. In 2019 and the first six months of 2020, the online business made up 58.4% and 57.1% of our net sales, respectively. Our website sells all of our SKUs with the exception of our refrigerated liquid Superfood Creamer. Lairdsuperfood.com serves as a platform to launch new products prior to investing in a wholesale launch and appeals to our “hard core” customers. Lairdsuperfood.com is a proprietary distribution channel that is able to drive user engagement, education and provides feedback for future product development as well as allows for online-only sales of trial products, prior to the investment necessary to launch in wholesale. In addition to our own website, we sell a variety of our products on Amazon.com.

Lairdsuperfood.com is a platform that provides an authentic brand experience for our customers that drives engagement and provides feedback for future product development, while generating highly attractive margins. We view our growing proprietary database of customers ordering directly from our website as a strategic asset, as it enhances our ability to develop a long-term relationship with these customers. Content on our website allows Laird Superfood to educate consumers on the benefits of our products and ingredients, while providing a positive customer experience. We believe this experience leads to higher retention rates among repeat users and subscribers, as evidenced by repeat users and subscribers accounting for approximately two-thirds of Lairdsuperfood.com sales during the first six months of 2020. This direct relationship also allows us to market and cross-sell new products more efficiently, which should lead to higher customer lifetime values. Finally, Lairdsuperfood.com serves as the cornerstone of our subscription business which has shown consistent revenue growth since its inception in May 2017 and has increased its individual subscriber base at a compound annual growth rate of 297% through June 2020.

When combining our Lairdsuperfood.com and Amazon.com online channels, we achieved a three-year cash Lifetime Value to Customer Acquisition Cost (“LTV/CAC”) ratio of 4.1x in 2018, 3.7x in 2019 and 3.5x in the first six months of 2020. Our three-year cash LTV is calculated as the net cash contribution for online customers acquired at least three years ago divided by the number of new online customers acquired during that period. Net cash contribution is inclusive of online net sales, less online related raw materials, packaging, shipping, freight and Amazon.com selling fees. CAC is estimated as the amount spent in the respective calendar year to acquire new online customers, divided by the number of new online customers acquired during the same period. CAC is inclusive of advertising, marketing, and payroll costs specific to online acquisition channels.

 

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Since inception, we have witnessed strong retention rates in our online business and have active customers across every single monthly cohort in our Lairdsuperfood.com business going back to November 2015. A defining characteristic of our users is that over time their retention rates rise. From inception through June 2020, 30.9% of the consumers that try our products order a second time. Once customers are on their fifth order, our retention rate is 75.5% and by their tenth order our retention rate is 86.9%. The customers exhibiting these order patterns become our “power users” and they drive the recurring revenue nature of our portfolio of products.

Subscriptions also play an important role in driving retention rates for our direct online business and in 2019 and the first six months of 2020 subscriptions made up 32% and 31% of our direct online net sales, respectively. Since the start of our subscription program in May 2017 we have grown our subscriber base at a compound annual growth rate of 297% through June 2020. In addition to subscriptions, Lairdsuperfood.com has a high percentage of repeat users. In 2018 and 2019, 64% and 65% of the net sales at Lairdsuperfood.com came from either subscribers or repeat users, and during the first six months of 2020, 61% of the net sales at Lairdsuperfood.com came from either subscribers or repeat users.

Our wholesale business addresses the $695 billion grocery industry, specifically the $152 billion Natural, Organic and Functional Foods and Beverages sub-segment, which has been increasing its proportion of the grocery industry, as well as many non-grocery retail channels. In 2019, wholesale made up 40.4% of our net sales, and in the first six months of 2020, wholesale made up 41.0% of our net sales. Laird Superfood products are sold through a diverse set of retail channels, including conventional, natural and specialty grocery, club, outdoor and drug stores. We currently estimate our products are in over 5,500 retail door locations across the United States and we believe the long-term potential store base exceeds 20,000 retail locations in the United States. The diversity of our retail channel represents a strong competitive advantage for Laird Superfood and provides us with a larger total addressable market than would be considered normal for a food brand that is singularly focused on the grocery market. We have invested in a national sales team, as well as an internal salesforce and customer service team. We believe the sales personnel and support staff currently in place are sufficient to fully penetrate the US wholesale market.

Our food service business addresses a broad set of customers including, but not limited to, local and regional coffee shops, juice bars, corporate offices, hotels, restaurants, college campuses, professional sports teams and gyms. In 2019 and the first six months of 2020, food service was 1.2% and 1.9% of our net sales, respectively. Though currently a small percentage of net sales, we believe the market opportunity for our food service business is very large, providing us with the ability to further diversify our customer base and increase our TAM. To strongly differentiate our food service offerings, Laird Superfood has worked with Bunn, one of the largest coffee capital equipment manufacturers in the United States, to create the Laird Superfood Crescendo®, a plant-based latte machine that is a convenient solution for a variety of office, gym, restaurant, and other food service environments. The average cash-on-cash pay-back period for food service customers that purchase a Crescendo® for retail use with our products is less than twelve months. Since the Laird Superfood Crescendo® was debuted in March 2019, we have built an installed base of 34 units as of June 30, 2020.

Proven Efficiency in Marketing Spend to Drive Growth and Acquire New Customers

Throughout our history, Laird Superfood has maintained a disciplined, data-driven and returns-based focus on the deployment of marketing dollars to build our brand and acquire new customers. In our view, marketing dollars must be deployed efficiently to sustain growth over the long-term and eventually move Laird Superfood towards profitability. We have placed a strong focus on generating free and organic traffic for our website and social media channels, expanding our proprietary database of customers, growing subscriptions and acquiring customers from a wide variety of channels. These efforts are aimed at structurally reducing our dependence on the least proprietary

 

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and most competitive sources of online customer acquisition. Social media channels, in particular, are useful for launching new products and introducing promotions, as are the social media presences of Mr. Hamilton and Ms. Reece, and certain other influential persons who support the brand in their social media. As a result, Laird Superfood has historically acquired new customers at an attractive cost relative to their projected lifetime value. Our three-year cash LTV/CAC ratio for new online customers was 4.1x as of December 31, 2018, 3.7x as of December 31, 2019 and 3.5x as of June 30, 2020. We expect to remain disciplined in our customer acquisition efforts going forward and have plans to significantly expand the number of channels through which we will attempt to find additional sources of low-cost customer acquisition opportunities.

Vertically Integrated Business Model

Since inception, Laird Superfood has focused on building a vertically integrated business model. The core of this strategy is our highly efficient manufacturing process, which enables rapid expansion of production capacity, provides fixed-cost leverage on increased volumes and optimizes our ability to control quality.

We produce our powdered creamers and hydration products on automated equipment. At this stage of revenue contribution, we have elected to co-pack our liquid creamers and beverage enhancing supplements. In addition, we externally source our whole bean and ground coffee. We produce 17 of our 26 SKUs in house as of June 30, 2020, with only nine SKUs consistently co-packed. When we refer to “SKUs” in this prospectus, we are referring to flavor count. If a flavor is available in more than one size, we are referring to all sizes collectively as one SKU. Based on our current projections, we believe our existing footprint, upon installation of manufacturing equipment which is anticipated to be materially paid for in the third quarter of 2020, will support $100 million in annual gross sales of internally produced powdered products without a need for a material increase in capital expenditures. This provides us with substantial current excess manufacturing capacity to enable future growth in a capital efficient manner.

In addition to manufacturing capabilities, we have internalized branding, design, packaging, digital marketing, customer service and data analytic capabilities, along with finance, legal, research and development and human resource functions. Our broad in-house capabilities and extensive manufacturing capacity are expected to enable significant fixed-cost leverage going forward in manufacturing, as well as most other operating expense line items.

Laird Superfood sources its raw materials from a variety of suppliers located both inside and outside the United States. We have a supplier code of conduct for the ethical sourcing of raw materials from within and outside the United States that we provide to our suppliers as part of their on-boarding process.

Raw materials are shipped to our production facility in Sisters, Oregon where they are stored in our warehouse and production facility. For products we self-manufacture, these raw materials are then mixed and packaged into finished goods. Finished goods are then warehoused and shipped out of Sisters to both retail and wholesale customers, as well as distributors across the country. A minority of our products are manufactured and packaged offsite. The finished goods are then shipped by our co-packers to our warehouse in Sisters where we then ship them to end-customers.

Laird Superfood’s research and development is driven by the energy and beliefs of Laird Hamilton and Gabrielle Reece, who are involved in all our product development. We are supported by three full-time research and development staff and have an in-house lab in our facility in Sisters, Oregon, where we develop trial products. In the twelve months ended June 30, 2020, we launched ten SKUs, and we expect to launch up to nine SKUs in the next 12 months, including three flavors of Pili Nuts; Superfood Creamer liquid coffee creamer with Turmeric; Orange Guava Hydrate; Protein; Daily Greens; Immune beverage enhancing supplements; and Chai InstaFuel.

 

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Targeting Top-Tier Food Industry Gross Margins

Strong gross margins provide Laird Superfood with a sustainable competitive advantage, as these gross profit dollars can be used to aggressively invest in growth initiatives to further differentiate our brand, expand our revenue opportunity and increasingly cover fixed costs as we move toward profitability. Laird Superfood has demonstrated gross margin expansion throughout most of our history as we have leveraged our manufacturing infrastructure over higher volumes. Our vertically integrated model is expected to enable gross margins to continue to move toward levels above food industry averages, as production volumes increase.

Investor Relationship with Danone Manifesto Ventures

In April 2020, Danone Manifesto Ventures, PBC invested $10 million in Laird Superfood. Danone Manifesto Ventures is the investment arm of Danone S.A., one of the largest and most successful consumer product companies in the world and a global leader in plant-based products with which we share a vision of a healthy and sustainable future of food. We believe Danone Manifesto Ventures will provide Laird Superfood with valuable CPG guidance, best practices and industry-specific expertise to help us capitalize on our growth opportunity. We believe this investor relationship is an important strategic fit for Laird Superfood, as it allows us to maintain our independence, agility, entrepreneurial spirit and mission, while benefiting from the manufacturing, marketing and operational experience of a world-class organization.

Focus on Environmental, Social and Governance (ESG) Best Practices

Laird Superfood’s founders strongly believe we should seek to drive value for all relevant stakeholders, including customers, employees, community, shareholders and the broader environment. This philosophy of “Ohana” is particularly important to Laird Hamilton and Gabrielle Reece and permeates our culture. Laird Superfood is conscientious in its sourcing of raw materials, the carbon-benefits of facilitating plant-based alternatives, the impact of our operations on the environment and our community, and providing products that discourage the culture of single-use plastics.

Our Growth Strategy

We believe there is great opportunity to leverage the strength of our existing products and build Laird Superfood into one of the world’s preeminent natural food brands. Consumers are increasingly incorporating natural alternatives into their diet. However, there are limited national natural food brands with the name recognition of legacy brands in traditional center-of-the-store grocery aisles. Laird Superfood is seeking to build a high level of brand recognition, as well as develop a trust and understanding with consumers that, regardless of category, any product labeled Laird Superfood will taste great and maintain a high-quality ingredient set. That is the heart of our platform strategy. Our primary growth strategies are as follows:

Open-Ended and Long Duration Growth Opportunity in the Enormous Grocery Market

At $695 billion, the U.S. grocery market is one of the largest retail end-markets in the world. Laird Superfood’s strategy is to maximize penetration of this opportunity through a variety of avenues, including growing brand trust and recognition, significantly expanding our grocery distribution footprint to multiples of our current level of 5,500, driving shelf velocity through an acceleration of online and offline advertising and introducing new products to expand our store footprint. According to SPINS, as of June 30, 2020, we have achieved an All Commodity Volume (ACV) of 48.18% in the natural enhanced retailer channel, up from 19.87% as of June 30, 2019. In the conventional grocery channel, we estimate we have achieved less than 10% of ACV.

 

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Exposure to Plant-Based, Functional and Natural Foods Portions of Grocery Market

Within the grocery category, there is an ongoing secular shift from highly processed legacy brands that demonstrate little nutritional benefit to natural, nutrient-dense, functional and plant-based alternatives. We expect the shift in consumer tastes driving the growth of natural and plant-based alternatives will continue throughout the foreseeable future as consumers become better educated on nutrition and focus on the health and wellness of themselves, their families and the environment. There is also clear evidence that an increasing number of natural and plant-based products in stores are moving beyond the natural and specialty segments and into conventional grocery stores. The continuation of these trends should benefit Laird Superfood as it seeks to penetrate the very large overall grocery market.

Business Model Characterized by Repeat and Recurring Revenues

Because the consumption of coffee, creamers and hydration products is a daily ritual for many consumers, there is a natural and frequent repeat usage of Laird Superfood products among large portions of our customer base. For this reason, Laird Superfood has always enjoyed a meaningful base of recurring revenues due to repeat orders by its consumers and wholesale partners. Growing this base of recurring revenues is a strong focus of Laird Superfood as it evaluates new product development opportunities, acquisitions and marketing strategies.

In 2019 and for the first six months of 2020, subscriptions and repeat customers made up 65% and 61% of Lairdsuperfood.com net sales, respectively, even while aggressively growing new customers during these periods. We have also grown subscriptions on Lairdsuperfood.com at a compound annual growth rate of 315% from inception through December 31, 2019 and 297% through June 30, 2020. Further, we view our wholesale business as highly recurring due to the high retention rate of our largest wholesale customers who remain pleased with the strong sell through of our products. The recurring nature of our revenues provides us with confidence in the sustainability of growth over a long period of time. Not only do recurring revenues provide a cushion during downturns, but they make it much easier to achieve sustained and rapid revenue growth due to an ever-growing underlying base of sales.

Resiliency of Recurring Revenues and Business Model During the COVID-19 Pandemic

Though Laird Superfood’s revenues have proven to be highly recurring since our inception, there was some concern our products would be viewed as premium and more discretionary by consumers during an economic downturn. However, the quarter ended June 30, 2020 resulted in the strongest quarterly revenue in the history of Laird Superfood, evidencing the resiliency of our brand in times of economic uncertainty. Early indications suggest consumers continued to drink our coffee, use our creamers and put an even greater emphasis on their own food and supplement choices during the COVID-19 pandemic. If there was a trade-down effect, it appears consumers may have increased their at-home consumption relative to purchases at traditional coffee shops. On a per-serving basis, a home-brewed cup of coffee using Laird Superfood creamer is substantially less expensive than a premium blend at most coffee shops. The performance of Laird Superfood during this extremely difficult period provides us with even greater confidence in the recurring nature of our business, the efficacy of our omnichannel sales model, and the elasticity of our vertically integrated capabilities when facing spiking demand, even during otherwise challenging conditions. Management continues to monitor the evolving situation, and Laird Superfood intends to follow the advice of public health authorities and adhere to government regulations with respect to COVID-19 as they develop, which may result in reduced hours at or closure of our production facility.

Continued Expansion of Distribution Footprint

Based on our estimate of what wholesale penetration for a leading CPG brand should be at maturity, we believe Laird Superfood’s wholesale distribution footprint should eventually be multiples of its

 

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current size. Currently, our products are marketed and sold through a diverse set of physical retail and online channels, including grocery chains, club stores, specialty and natural food outlets, coffee shops, juice bars, gyms, restaurants, hospitality venues, corporate workplaces, Lairdsuperfood.com and Amazon.com. Maximizing potential distribution will be a key growth driver for Laird Superfood and our goal is to expand distribution so that our products are available wherever our customers choose to shop, whether it be a retail store, food service environment or directly online. While expanding distribution, we are simultaneously increasing our brand awareness through an extensive program of online and offline marketing initiatives to accelerate the sell-through velocity of our products once they reach the shelves of our wholesale partners.

Maximize Market Penetration of Existing Product Lines

Laird Superfood’s existing creamer, hydration and beverage enhancing supplement, and instant and roasted coffee categories represent a multi-billion-dollar TAM. We believe simply penetrating these core markets with our differentiated product lines provides Laird Superfood with a large and long-duration growth opportunity. In the near-term, Laird Superfood will focus on growing share within these categories. This is particularly true within the coffee creamer market, where plant-based products are driving category growth and Laird Superfood Creamer products are exhibiting very strong performance. We will continue to drive growth of our Superfood Creamers through distribution expansion and increased marketing and advertising to drive brand recognition and shelf velocity. We will also attempt to leverage our new and existing wholesale relationships to gain additional shelf space for our full suite of existing products.

New Product Development

While Laird Superfood’s current product lines are growing strongly and address multi-billion-dollar market opportunities with differentiated products, we intend to enhance our growth by launching new products over time, including planned launches in 2020. In the first and second quarters of 2020, we launched three flavors of our liquid Superfood Creamer and our ground coffee with functional mushrooms product. In the third and fourth quarters of 2020, we expect to launch an immune supplement beverage mix, a plant-based protein powder, a powdered greens beverage mix, a packaged pili nuts snack product, and an additional flavor of our liquid Superfood Creamer. These new products have been, and future products will be, developed primarily through internal research and development. We are focused on creating products that conform to our uncompromising brand ethos of great taste, high-quality ingredients, nutritional density and functionality. Additional criteria for new product development include the potential for broad commercial acceptance, size of market opportunity, regulatory compliance issues, manufacturing process, availability and cost of raw materials, shelf-life and expected usage patterns by potential customers.

Laird Superfood’s research and development efforts are enhanced by Laird Hamilton and Gabrielle Reece, who are involved in all aspects of product development, and remain at the forefront of current and future nutritional trends. We also employ a full-time research and development staff and maintain an in-house lab at our facility in Sisters, Oregon. Our new product cadence is rapid, as evidenced by the ten SKUs launched in the twelve months ended June 30, 2020.

From a growth perspective, ongoing new product launches are expected to continually increase our TAM opportunity. Broadening our product line will also serve to diversify our revenue base and reduce exposure to potential competitive intensity in any one category. We expect all new products, whether developed internally or sourced externally, will be branded Laird Superfood and they will expand Laird Superfood’s opportunity to become part of our customer’s daily ritual of food and beverage consumption.

 

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Opportunity for Tuck-In Acquisitions to Supplement Organic Growth and Expand Platform

To date, Laird Superfood’s revenues have been driven solely by organic growth and that will remain our primary focus going forward. However, longer-term, we believe there will be opportunities to expand our TAM and diversify our revenue base through acquisitions. In this scenario, our belief is acquisitions would be of a tuck-in nature and target highly fragmented markets within plant-based foods. All products acquired are expected to be re-branded Laird Superfood and would fit our ethos of great taste, nutrition, all-natural ingredients and functional benefits.

Expected Increases in Gross Margins, Fixed-Cost Leverage and a Capital Efficient Sales and Marketing Strategy Should Allow Earnings to Grow Faster than Sales, Providing a Path to Profitability

While generating topline growth is of primary importance to Laird Superfood, we are also highly focused on growing earnings faster than net sales and achieving profitability within a reasonable period. Multiple aspects of Laird Superfood’s business lead us to believe there is substantial operating leverage that should allow us to achieve profitability. First, our gross margins should expand due to the efficient nature of manufacturing our powdered products, excess capacity in our manufacturing facilities and the ability to leverage fixed costs in our factory over higher volumes. Second, we believe that outside of incremental new expenses associated with being a public company, general and administrative expenses should grow slower than net sales. Finally, we do have modest fixed-cost leverage on our sales and marketing spend, along with a history of disciplined and efficient customer acquisition strategies. Laird Superfood remains committed to a business model focused on not just topline growth, but on steady progress toward profitability.

Our Products

Our authentic and sustainably differentiated plant-based products become part of our customer’s “Daily Ritual”, providing energy and hydration throughout the day, presenting the opportunity to expand a portfolio of plant-based products. As part of our focus on sustainability and a better-for-you “Daily Ritual”, the product categories we have focused on to date are powdered and liquid coffee creamers, hydration and beverage enhancing supplements, and coffee, tea and hot chocolate products.

Our gross sales by product category are reflected below:

 

    Six months ended June 30,     Years ended December 31,  
    2020     2019     2018  
              $                       % of        
        Total        
    $     % of
Total
    $     % of
Total
 

Coffee Creamers

  $ 8,017,868       66.6%     $ 9,330,678       67.8%     $ 5,611,857       68.9%  

Hydration and Beverage Enhancing Supplements

    1,849,298       15.3%       2,022,269       14.7%       956,967       11.7%  

Coffee, Tea, and Hot Chocolate Products

    1,979,141       16.4%       1,930,434       14.0%       1,347,297       16.5%  

Other

    200,262       1.7%       471,097       3.4%       233,024       2.9%  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross Sales

  $ 12,046,569       100.0%     $ 13,754,478       100.0%     $ 8,149,145       100.0%  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liquid coffee creamers became available for sale in April 2020 and therefore did not represent any of our 2019 sales results. Liquid coffee creamers represented 2.6% of our gross sales during the first six months of 2020. Hydration and beverage enhancing supplements include sales of Hydrate coconut waters and our two supplement lines, Performance Mushrooms and Activate Daily Jumpstart. Coffee, tea, and hot chocolate products include ground and whole bean coffee, Hot

 

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Chocolate with Functional Mushrooms, and our Instafuel line of just-add-water coffee and tea products. Other products include miscellaneous branded goods, such as coffee mugs, thermoses, t-shirts, and hats.

Coffee Creamers

Laird Superfood is disrupting the three-billion-dollar coffee creamer market with its cornerstone portfolio of Superfood Creamers. According to IRI, the coffee creamer category grew 6.0% in 2019, while Laird Superfood’s creamer business grew 66.3% in 2019.

In July 2015, we introduced the Original Laird Superfood Creamer and since that time have built on the success of that product, introducing several additional flavors. In April 2020, following the success of its powdered creamer franchise, Laird Superfood entered the liquid creamer market, expanding its total addressable market ten-fold to $3 billion. According to IRI, as of 2020 Liquid creamers represent 91% of the creamer market.

Laird Superfood sells eight SKUs of powdered coffee creamers and three SKUs of liquid coffee creamer. Sales of powdered coffee creamer represented 67.8% and 68.9% of our gross sales in 2019 and 2018, respectively, and 66.6% and 67.6% of our gross sales for the first six months of 2020 and 2019, respectively. We expect to continue expanding our Superfood Creamer platform going forward with additional flavors, nutritional profiles, and formulations based on consumer preferences and demand. Such products continue to grow rapidly while demonstrating attractive repeat usage and customer lifetime value characteristics.

The three main benefits and points of differentiation to consumers from our Superfood Creamer products are their taste, limited ingredient set, and their inclusion of plant-based fats. All creamers include Aquamin, a natural source of calcium and trace amounts of 72 other minerals, and all liquid creamers are differentiated by functional mushroom extracts in their ingredient set. Powdered creamers have the further appeal of shelf stability and on-the-go convenience.

The philosophy driving our pricing strategy is accessibility to consumers prioritizing less processed and sustainable foods. Our creamer products, powdered and liquid, are priced typically at $9.95 to $11.95 (for standard 8 ounce bags) and $4.95 to $5.95 (for a 16 ounce carton), respectively.

Powdered Coffee Creamers

Laird Superfood’s Superfood Creamer was originated in powdered form for convenience and sustainability. We have developed eight powdered SKUs: Original Superfood Creamer, Unsweetened Superfood Creamer, Cacao Superfood Creamer, Turmeric Superfood Creamer, seasonal Pumpkin Spice Superfood Creamer, seasonal Chocolate Mint Superfood Creamer, Vanilla Superfood Creamer, and Original Superfood Creamer with Functional Mushrooms. Our powdered coffee creamers have an 18 month shelf life.

Powdered coffee creamers have historically represented a smaller, lower-price-point segment of the coffee creamer market, but we believe our powdered Superfood Creamers are expanding that segment and competing for customers who historically have purchased liquid coffee creamers. Within the powdered coffee creamer space, the U.S. creamer market is led by Nestle, which currently maintains a majority market share with its Coffee-mate product. There is a fragmented market for performance and natural ingredient focused powdered coffee creamers, such as those made by Vital Proteins and Mud/Wtr, however we believe that we are the market leader in this subsegment.

Liquid Coffee Creamers

Our liquid coffee creamers were developed internally based on naturally sourced, delicious and functional ingredients as a new platform to deliver functional mushrooms and Aquamin in an appealing, plant-based creamer. Liquid creamers provide the added benefits of being on the premium

 

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perimeter refrigerated shelf space, as well as a lower price point per unit compared to our bags of powdered Superfood Creamer, with a suggested retail price of $4.95, which we believe is more accessible to customers new to our brand than our powdered products. Liquid coffee creamers became available for sale in April 2020 and therefore did not represent any of our 2019 sales results. Liquid coffee creamers represented 2.6% of our gross sales during the first six months of 2020.

We have developed three liquid SKUs, Original with Functional Mushrooms, Unsweetened with Functional Mushrooms and Vanilla with Functional Mushrooms. We anticipate launching our fourth liquid SKU, Turmeric, in the third quarter of 2020.

Hydration and Beverage Enhancing Supplements

Laird Superfood’s hydration/beverage enhancer portfolio includes our Hydrate coconut water products (five SKUs), our Activate Daily Jumpstart product (one SKU) as well as our Performance Mushroom supplement (one SKU). These products represented 14.7% of our gross sales in 2019 and 15.3% of our gross sales during the first six months of 2020.

The main benefits and points of differentiation to consumers from our Hydrate products are great taste; a limited number of ingredients that provides desired hydration enhancers, such as electrolytes and potassium, and additional attractive trace minerals from Aquamin; no artificial sugars, ingredients or colors that are prevalent in most competing sports drinks; the ability for customers to adjust serving size based on individual taste preference; and a lower-cost per serving than traditional single-use packaged sports drinks and coconut waters. Hydrate is also environmentally friendly due to its powdered form, avoiding single use plastics. Main benefits of our Beverage Enhancing supplements are a plant-based, less processed and recognizable ingredients set.

Hydrate

We currently produce five SKUs of our powdered coconut water, Hydrate platform, comprising Original Hydrate, Pineapple Mango Hydrate, Matcha Hydrate, Turmeric Hydrate, and Beet Hydrate.

In our Hydrate products, we focus on price per serving, emphasizing value in our products compared to single-use products. For example, our Original Hydrate has a suggested retail price of $14.95 for 19 recipe servings, less than a dollar per serving, which provides a strong value advantage when compared to single-use coconut waters which are frequently three to four dollars.

Beverage Enhancing Supplements

Our supplement line is currently two SKUs, Performance Mushrooms and Activate Daily Jumpstart. Our Performance Mushrooms are typically priced at $16.95 and Activate Daily Jumpstart at $17.95 for our online sales.

We are in the early stages of building out our supplements portfolio and will expand the breadth of both our Activate and Mushroom offerings over the course of the next several years.

Coffee, Tea, and Hot Chocolate Products

Instafuel and Hot Chocolate with Functional Mushrooms

Laird Superfood sells four SKUs of high quality instant beverage products, pre-mixed with its superfood creamer, in a just-add-hot-water line of Hot Chocolate with functional mushrooms and Instafuel products, Original Instafuel (coffee with Original Superfood Creamer), Unsweetened Instafuel (coffee with Unsweetened Superfood Creamer), and Matcha Instafuel (green tea and Original Superfood Creamer).

For Instafuel, our products are typically priced at $11.95 for an 8 ounce bag of Original Instafuel, and $19.95 for a 16 ounce bag.

 

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We currently self-manufacture all our Instafuel products to maximize long-term margin and control quality. We have significant manufacturing capacity available to expand production to support higher revenues as demand for these products continues to grow in the coming years.

Whole Bean and Ground Coffee

Whole bean and ground coffee is not a focus for us. However, coffees offer an intuitive and complementary sale to individuals purchasing our creamers and we believe that our new organic coffee blended with functional mushrooms will serve as a category disruptor and point of differentiation in an otherwise stale segment. We currently sell nine whole and ground roasts. Ground and whole bean coffee products represented 5.2% of our gross sales in 2019 and 5.0% of our gross sales during the first six months of 2020. Our whole bean and ground coffees are typically priced at $11.95 for standard varieties, and $14.95 for decaffeinated varieties.

Our coffees are sourced from Peru, and are a hand-picked, high altitude, shade grown variety selected for their low acidity.

Our Customer Usage Patterns

Today, all Laird Superfood products are focused on providing nutrient dense and functional alternatives in multi-billion-dollar market categories, such as coffee creamers and sports drinks. Laird Superfood products are also designed to become part of an individual’s daily ritual, which drives repeat usage, provides a base of recurring revenues and grows customer lifetime value.

Although the majority of our business is currently conducted online, we expect that percentage will decrease over time due to our anticipated roll-out across physical retail channels, which we believe will drive disproportionate revenue growth. We have over thirty months of cohort data on all customers that have ordered through our direct website. We view this data as indicative of expected customer usage patterns across all channels on the basis of historic trend analysis.

During the six months ended June 30, 2020, repeat users represented 30% of our total orders on our direct website. This occurred even as we sought to expand our new customer base as fast as reasonably possible. Furthermore, during the six-months ended June 30, 2020, 31% of our net sales on our direct website came from our subscription program. These dynamics create meaningful recurring revenues. We believe this combination of repeat usage, order frequency and retention rates provide us with attractive returns on marketing spend and customer unit economics.

When combining our Lairdsuperfood.com and Amazon.com online channels, we achieved a three-year cash LTV/CAC ratio of 4.1x in 2018, 3.7x in 2019 and 3.5x in the first six months of 2020. Since inception, we have witnessed strong retention rates in our online business and have active customers across every single monthly cohort in our Lairdsuperfood.com business going back to November 2015. A defining characteristic of our users is that over time their retention rates rise. From inception through June 30, 2020, 30.9% of the consumers that try our products order a second time. Once customers are on their fifth order, our average retention rate is 75.5% and by their tenth order our average retention rate is 86.9%. The customers exhibiting these order patterns become our “power users” and they drive the recurring revenue nature of our portfolio of products.

Subscriptions also play an important role in driving retention rates for our direct online business and in 2019 and the first six months of 2020 subscriptions made up 32% and 31% of our direct online net sales, respectively. Since the start of our subscription program in May 2017 we have grown our subscriber base at a compound annual growth rate of 315% through December 31, 2019 and 297% through June 30, 2020. In addition to subscriptions, Lairdsuperfood.com has a high percentage of repeat users. In 2018 and 2019, 64% and 65% of the net sales at Lairdsuperfood.com came from either subscribers or repeat users, and in the first six months of 2020, 61% of the net sales at

 

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Lairdsuperfood.com came from either subscribers or repeat users. This high percentage of repeat orders comes even as we have been rapidly growing our new customer base.

Distribution Channels

We generate revenue through three channels: online, wholesale, and food service. Our customers and distribution channels include our online business through our website, Lairdsuperfood.com, and Amazon.com (58.4% of 2019 net sales and 57.1% of net sales for the six months ended June 30, 2020), our wholesale sales to distributors and retailers in channels such as specialty, conventional grocery, mass market retail and drug retail (40.4% of 2019 net sales and 41.0% of net sales for the six months ended June 30, 2020), and food service customers (1.2% of 2019 net sales and 1.9% of net sales for the six months ended June 30, 2020).

Our net sales by distribution channel are reflected below:

 

     Sales, net for the six months ended June 30,  
     2020     2019  
     $     %     $     %  

Online

   $ 6,335,220       57.1%     $ 3,095,890       56.9%  

Wholesale

     4,551,047       41.0%       2,281,635       41.9%  

Food Service

     205,788       1.9%       67,782       1.2%  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Sales, net

   $ 11,092,055       100.0%     $ 5,445,307       100.0%  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     Sales, net for the years ended December 31,  
     2019     2018  
     $     %     $     %  

Online

   $ 7,646,864       58.4%     $ 5,729,258       69.1%  

Wholesale

     5,295,024       40.4%       2,560,199       30.9%  

Food Service

     161,840       1.2%       1,625       0.0%  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Sales, net

   $ 13,103,728       100.0%     $ 8,291,082       100.0%  
  

 

 

   

 

 

   

 

 

   

 

 

 

After initial success selling online via Lairdsuperfood.com and Amazon.com, we have developed a strong footprint at leading retailers across the United States, including CVS Pharmacy and Whole Foods Market and now have begun to penetrate the food service channel.

Online

Our online business consists of Lairdsuperfood.com and Amazon.com.

Lairdsuperfood.com sells all of our SKUs with the exception of our refrigerated liquid Superfood Creamers. Lairdsuperfood.com is a proprietary distribution channel that drives engagement and provides feedback for future product development and allows for online-only sales of trial products, prior to the investment necessary to launch in wholesale.

Content on our website allows Laird Superfood to educate consumers on the benefits of our products and ingredients, market and cross-sell new products. It also serves as the cornerstone of our subscription business which has shown consistent revenue growth since its inception in May 2017 and has increased its individual subscriber base at a compound annual growth rate of 315% through December 31, 2019 and 297% through June 30, 2020.

For sales through Amazon.com, we send products to Amazon, and Amazon fulfills orders placed through its online marketplace from its fulfillment centers. Amazon charges us fulfillment fees for this service and may charge storage fees for certain inventory. We sell a majority of our SKUs on

 

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Amazon.com. Sales through Amazon.com accounted for 26.2% of our total sales in the first six months of 2020 and 30.2% of our total net sales in 2019.

Our net sales from our online business are reflected below:

 

     Sales, net for the six months ended June 30,  
     2020     2019  

Lairdsuperfood.com

   $ 3,431,269     $ 1,455,831  

Amazon

     2,903,951       1,640,059  
  

 

 

   

 

 

 

Total Sales, net

   $ 6,335,220     $ 3,095,890  
  

 

 

   

 

 

 

 

     Sales, net for the years ended December 31,  
     2019     2018  

Lairdsuperfood.com

   $ 3,692,845     $ 3,200,694  

Amazon

     3,954,019       2,528,564  
  

 

 

   

 

 

 

Total Sales, net

   $ 7,646,864     $ 5,729,258  
  

 

 

   

 

 

 

Wholesale

Our wholesale business addresses the $695 billion grocery industry, as well as many non-grocery retail channels. In 2019, wholesale made up 40.4% of our net sales, and in the first six months of 2020, wholesale made up 41.0% of our net sales. Laird Superfood products are sold through a diverse set of retail channels, including conventional, natural and specialty grocery, club, outdoor and drug stores.    We estimate our products are in over 5,500 retail door locations across the United States and we believe the long-term potential store base exceeds 20,000 retail locations in the United States. The diversity of our retail channel represents a strong competitive advantage for Laird Superfood and provides us with a larger total addressable market than would be considered normal for a food brand that is singularly focused on the grocery market. We have invested in a national sales team of industry veterans, as well as an internal salesforce and customer service team. We believe the sales personnel and support staff currently in place are sufficient to fully penetrate the US wholesale market.

Our wholesale net sales include sales into wholesale grocery distribution, such as United Natural Foods, Inc. and KeHE Distributors, distributing to clients such as Erewhon, Sprouts, and Safeway, as well as direct wholesale sales to retailers across diverse channels, such as Costco, HEB, Hyvee, Natural Grocers, CVS, Kroger and REI.

In 2019 and the first six months of 2020, the wholesale business represented $5.3 million and $4.6 million of net sales, or 40.4% and 41.0% of our net sales, respectively. Our largest wholesale customer in 2019 and during the six months ended June 30, 2020 was Costco which represented 11.4% and 22.1% of our total net sales, respectively. No other customer represented more than 10.0% of our total net sales in 2019 or the six months ended June 30, 2020.

According to SPINS, as of June 30, 2020, we have achieved an All Commodity Volume (ACV) of 48.18% in the natural enhanced retailer channel, up from 19.87% as of June 30, 2019. In the conventional grocery channel, we estimate we have achieved less than 10% of ACV.

Food Service

Our food service business addresses a broad set of customers including, but not limited to, local and regional coffee shops, juice bars, corporate offices, hotels, restaurants, college campuses, professional sports teams and gyms. In 2019 and the first six months of 2020, food service was 1.2% and 1.9% of our net sales, respectively. Though currently a small percentage of net sales, we believe

 

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the market opportunity for our food service business is very large, providing us with the ability to further diversify our customer base and increase our TAM.

To strongly differentiate our food service offerings, Laird Superfood has worked with Bunn, one of the largest coffee capital equipment manufacturers in the United States, to create the Laird Superfood Crescendo®, a plant-based latte machine that is a convenient solution for a variety of office, gym, restaurant, and other food service environments. The average cash-on-cash pay-back period for food service customers that purchase a Crescendo® for retail use with our products is less than twelve months. Since the Laird Superfood Crescendo® was debuted in March 2019, we have built an installed base of 34 units as of June 30, 2020.    

In addition to our Crescendo® machines, our machines platform also includes our other hot beverage machine (HBM), offering a convenient solution for office, food service, and coffee shop environments. As of June 30, 2020, 39 HBMs were operating as an installed base, with average sales per installed HBM per month of Superfood Creamers and coffee of $134. Our HBM business is currently a small part of our business, but we believe it has potential to become meaningful given strong usage dynamics and return on capital for our business clients in delivering our Laird Superfood creamers and coffee products to end users. As of June 30, 2020, last six-month net sales to food service customers was 1.9% of net sales, and our machine platform represented 0.4% during the same period.

Competition

Fundamentally, we do not believe our competition is our peer better-for-you, less processed creamer companies. We view our competition as the legacy products which are refined-sugar laden, highly processed, and have undecipherable ingredient lists. We believe consumers want more transparency and understanding of what they are putting in their bodies, and are seeking less-processed alternatives, and our competitive edge is in driving those trends into conventional market share through a trusted, authentic brand platform.

We compete in the following markets, based on how we categorize our core products:

Coffee Creamers

Our creamer products primarily compete within the $3.0 billion domestic coffee creamer market that, according to IRI, grew 6.0% in 2019. Competitors in the U.S. creamer market include: Nestle, with its Coffee-mate and Natural Bliss product lines; Danone, an affiliate of one of our investors, with brands such as International Delight and Silk; and private-label brands including Treehouse Foods. Other competitors include Califia Farms, Green Grass Foods, Kitu, Dunkin Donuts, Fairlife and Starbucks.

We believe our creamers are differentiated from competing products due to their superior taste profile, a limited ingredient set, and a differentiated energy profile due to the inclusion of plant-based fats. In addition to being coffee additives, our powdered creamers are used by consumers in a variety of different applications, such as smoothies and baked goods.

Hydration and Beverage Enhancing Supplements

Our Hydrate platform primarily competes against hydration enhancing sports drinks. The two dominant competitors in the $6.6 billion sports drink market are Gatorade, owned by PepsiCo, and PowerAde, owned by The Coca-Cola Company. According to bevindustry.com, these two brands are estimated to control over 85% of the domestic sports drink market, with Gatorade’s annual revenues estimated to be approximately $5 billion and PowerAde’s annual sales estimated to be $1.0 billion in 2020. Smaller competitors include Body Armor, All Sport and Nuun.

 

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Hydrate also competes within the $2.3 billion coconut water market (360 Research Reports), which is highly fragmented relative to the sports drink market. Among others, competitors include Vita Coco, Zico (Coca-Cola), Harmless Harvest and Goya, all of which seek to provide alternative hydration solutions to plain water and traditional sports drinks.

We believe that our Hydrate platform is differentiated from competing products due to a very limited ingredient set that contains none of the artificial sugars, ingredients or colors that are prevalent in most competing sports drinks. Due to its convenient powdered form, Hydrate also allows customers to adjust serving size based on individual taste preference, has a lower cost per serving than traditional sports drinks or coconut waters and is environmentally friendly due to its powdered form and elimination of single-use plastics.

Activate and Performance Mushroom Supplements

Our Activate Daily Jumpstart line competes in the powdered juice supplement segment, which is highly fragmented. Activate Daily Jumpstart competes largely as an alternative to single-serve cold-pressed juices which frequently focus on the similar ingredients (lemon cayenne mixes), and certain other powdered beverages.

Our Performance Mushroom supplement competes in the natural supplement market, which is highly fragmented with several peer companies such as Four Sigmatic, which makes various functional-mushroom focused food and supplement products, and Mud\Wtr a functional mushroom focused coffee alternative, each of which contribute to growing awareness across the consumer marketplace of the potential benefits of mushroom supplement.

Instafuel and Hot Chocolate with Functional Mushrooms

Instafuel instant beverage products and our Hot Chocolate with Functional Mushrooms, compete with other just-add-hot-water lines of instant coffee products and hot chocolate. The national hot chocolate market is $945 million in the United States according to IBISWorld, primarily major CPG brands such as Swiss Miss, Nestle, and Ghirardelli. Due to being made with coconut sugar rather than refined sugars and inclusion of functional mushrooms, we believe our hot chocolate product to be highly differentiated from legacy hot chocolate brands.

The instant coffee market is $810 million in the United States according to National Coffee Association USA, primarily major CPG brands such as Folgers, Nescafe, and Starbucks Via. Due to being pre-mixed with our powdered Superfood Creamer, we believe Instafuel to be highly differentiated from legacy instant coffee brands.

Whole Bean and Ground Coffee

According to the Specialty Coffee Association of America, the retail value of the U.S. coffee market is estimated to be $89 billion as of May 2020. Although our coffee products represent a smaller portion of our overall business than the products described above, we believe that our line of high quality Peruvian organic roasts have the ability to compete effectively against the major coffee brands through their natural synergies for many buyers of our creamer products, and convenience of combined ordering on our online platform.

Supply Chain

Laird Superfood sources its raw materials from a variety of suppliers located both inside and outside the United States. The Company purchases substantial portions of its roasted coffee products from one supplier, coconut milk powder from two suppliers, and coconut water powder from one supplier. There are multiple sources of roasted coffee products, coconut milk powder and coconut

 

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water powder available to the Company, and management believes that the Company could find suitable replacements for these suppliers on substantially similar terms. In addition, the Company sources all of its Aquamin from a single supplier, Stauber Performance Ingredients. Raw materials are shipped to our production facility in Sisters, Oregon where they are stored in our warehouse and production facility. For products we self-manufacture, these raw materials are then mixed and packaged into finished goods. Finished goods are then warehoused and shipped out of Sisters to both retail and wholesale customers, as well as distributors across the country. A minority of our products are manufactured and packaged offsite. The finished goods are then shipped by our co-packers to our warehouse in Sisters where we then ship them to end-customers.

Laird Superfood has a supplier code of conduct for the ethical sourcing of raw materials from within and outside the United States, which it provides to suppliers as part of its supplier-onboarding process.

Regulation

We are subject to a wide range of governmental regulations and policies. We are required to comply with the regulations and policies promulgated by the Environmental Protection Agency (the “EPA”) and corresponding state agencies, as well as the United States Department of Agriculture (the “USDA”), the Food and Drug Administration (the “FDA”), the Federal Trade Commission (the “FTC”) and the Occupational Safety and Health Administration (“OSHA”). In addition, the Federal Communications Commission (the “FCC”), monitors claims made by companies, particularly with celebrity spokespeople.

USDA National Organic Program and Similar Regulations

We are involved in the sourcing, manufacturing, supplying, processing, marketing, selling and distribution of organic food products and, as such, are subject to certain organic quality assurance standards. The Organic Foods Production Act mandates that the USDA develop national standards for organically produced agricultural products to assure consumers that those products marketed as organic meet consistent, uniform standards. The Organic Foods Production Act established the National Organic Program, a marketing program housed within the Agricultural Marketing Service of the USDA.

The USDA’s regulations, among other things, set forth the minimum standards producers must meet, and have reviewed by an accredited USDA-certifying agent, in order to label their products “100% organic,” “organic,” or “made with organic ingredients” and display the USDA organic seal. The regulations impose strict standards on the production of organic food products and limit the use of non-organic or synthetic materials in the production of organic foods. Generally, organic food products are produced using:

 

   

agricultural management practices intended to promote and enhance ecosystem health;

 

   

no genetically engineered crops, sewage sludge, long-lasting pesticides, herbicides or fungicides; and

 

   

food processing practices intended to protect the integrity of the organic product and disallow irradiation, genetically modified organisms or synthetic preservatives.

After becoming certified, organic operations must retain records concerning the production, harvesting, and handling of agricultural products that are to be sold as organic for a period of five years. Any organic operation found to be in violation of the USDA organic regulations is subject to enforcement actions, which can include financial penalties or suspension or revocation of their organic certificate.

Additionally, our organic products may be subject to various state regulations. Many states have adopted their own organic programs making the state agency responsible for enforcing USDA

 

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regulations for organic operations. However, state organic programs may also add more restrictive requirements due to specific environmental conditions or the necessity of production and handling practices in the state.

We currently manufacture and distribute a number of organic products that are subject to the standards set forth in the Organic Foods Production Act and the regulations adopted thereunder by the U.S. Department of Agriculture’s (USDA’s) National Organic Program (NOP). Our organic products are certified organic by a USDA-accredited certifying agent, and we believe that we are in material compliance with the organic regulations applicable to our business.

Food-Related Regulations

As a manufacturer and distributor of food products, we are also subject to a number of federal, state and local food-related regulations, including, but not limited to, the Federal Food, Drug and Cosmetic Act of 1938 (the “FDCA”) and regulations promulgated thereunder by the FDA. This comprehensive regulatory framework governs the manufacture (including composition and ingredients), labeling, packaging and safety of food in the U.S. The FDA:

 

   

regulates manufacturing practices for foods through its current good manufacturing practices and regulations affecting food manufacturing;

 

   

regulates ingredient safety; and

 

   

prescribes the format and content of certain information required to appear on food product labels.

Some of the key food safety and food labeling regulations in the U.S. are discussed in the following sections.

Food Safety Regulations

The FDA Food Safety Modernization Act (“FSMA”) enables the FDA to better protect public health by strengthening the food safety system. The law provides the FDA with new enforcement authorities and tools designed to achieve higher rates of compliance with prevention- and risk-based food safety standards and to better respond to and contain problems when they do occur.

The FDA has now finalized its rules necessary to implement FSMA including: (1) Preventive Controls for Human Food, (2) Preventive Controls for Food for Animals, (3) Standards for the Growing, Harvesting, Packing, and Holding of Produce for Human Consumption, (4) Foreign Supplier Verification Programs for Importers of Food for Humans and Animals, (5) Sanitary Transportation of Human and Animal Food, (6) Mitigation Strategies to Protect Food Against Intentional Adulteration, and (7) Accredited Third-Party Certification. Most of these rules have gone into effect. For others, including the Foreign Supplier Verification Program requirements, we face tiered compliance dates that depend on the size of our Company and the size of the company from which we are sourcing the imported ingredient. The intentional adulteration rule goes into effect July 27, 2020 for what FDA considers small businesses, with fewer than 500 employees, such as the Company.

a. Hazard Analysis and Risk-Based Preventive Controls

Many of the rules, particularly those relating to good manufacturing practices and preventive controls relating to food for human consumption, sanitary transport, and foreign supplier verification and import safety, apply to us as we manufacture, process, pack, hold and transport food for human consumption. We also work with foreign suppliers who provide us with raw materials. We have developed a food safety plan that we believe complies with our obligations under the FDA preventive

 

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controls requirements. Under that rule, covered facilities must establish and implement a written food safety system that includes an analysis of hazards and risk-based preventive controls. The hazard analysis must consider known or reasonably foreseeable biological, chemical, and physical hazards. The preventive control measures are required to ensure that hazards requiring a preventive control will be minimized or prevented. They include process, food allergen, and sanitation controls, as well as supply chain controls and a recall plan. In addition to establishing preventive controls, we must continuously ensure that the controls are effective through monitoring and verification activities. If a control fails, prompt corrective actions must be taken to identify a problem with preventive control implementation, to reduce the likelihood the problem will recur, evaluate affected food for safety, and prevent it from entering commerce. All corrective actions must be documented in writing.

The final rule mandates that a manufacturing facility have a risk-based supply chain program for those raw materials and other ingredients that have an identified hazard requiring a supply chain applied control. Accordingly, we are responsible for ensuring that foods are received only from approved suppliers, or on a temporary basis from unapproved suppliers whose materials are subject to verification activities before being accepted for use.

The final rule updated and clarified current good manufacturing practices (“CGMPs”). Management is required to ensure that all employees who manufacture, process, pack or hold food are qualified and properly educated to perform their assigned duties. We have developed regulatory compliance programs to ensure we are in compliance with the applicable rules, and we continue to monitor FDA’s ongoing efforts to develop guidance for industry clarifying FDA’s expectations under the rule.

We believe that we are in material compliance with the current regulations promulgated to implement FSMA that are applicable to our business. We are continuing to develop internal compliance policies and practices for those rules that have future compliance dates in order to ensure compliance by the required deadlines.

b. Foreign Supplier Verification Program

The FDA’s Foreign Supplier Verification Program requires that the United States owner or consignee of imported food take steps to verify that the foreign supplier of imported food is manufacturing the food in accordance with FDA requirements, that the importer understand what hazards the foreign supplier is controlling and how those hazards are controlled, and that this oversight program is documented. The regulation is being implemented using a tiered series of compliance dates based on the size of the U.S. importer and the foreign supplier. We have developed a program that we believe is in compliance with this regulation and are monitoring its ongoing implementation.

c. Sanitary Transportation Rule

FDA’s regulations governing the Sanitary Transportation of Food for Humans and Animals requires that the parties involved in shipping food take steps to ensure that food is not contaminated or otherwise rendered unsafe during transportation. Steps include ensuring the conveyance is clean and that refrigerated foods are maintained in a refrigerated state. Fully packaged foods that do not require temperature control for safety, such as the foods that we currently produce, are generally exempt from these requirements. These requirements could become applicable to us, however, if we were to change our product line.

d. Bioterrorism Act

In addition, we are subject to the Public Health Security and Bioterrorism Preparedness and Response Act of 2002 (the “Bioterrorism Act”) and regulations issued thereunder. The Bioterrorism

 

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Act authorizes the FDA to take the regulatory action necessary to protect the nation’s food supply against the threat of intentional or accidental contamination. The major components of the Bioterrorism Act include registration of food facilities with the FDA; prior notice of virtually all imported food shipments under FDA authority; recordkeeping requirements for food facilities; FDA authority to administratively detain food; FDA authority to institute debarment of food importers for various violations related to food importation; and creation of a clear way to re-import previously refused foods if certain criteria are met.

e. Other Requirements

Lastly, we are subject to numerous other federal, state and local regulations involving such matters as the licensing and registration of manufacturing facilities, enforcement by government health agencies of standards for our products, inspection of our facilities and regulation of our trade practices in connection with the sale of food products.

Food Labeling Regulations

The Company is subject to certain requirements relating to food labeling under the FDCA and corresponding FDA regulations as well as the Fair Packaging and Labeling Act enacted in 1967 and corresponding FTC regulations. Although the FTC and FDA share jurisdiction over claims made by manufacturers of food products (with the USDA also having jurisdiction over “organic” claims), the FDA retains primary jurisdiction over the labeling of food products whereas the FTC regulates advertising.

The FDA and FTC require that all food products be labeled to disclose the net contents, the identity of commodity, nutrition information, and the name and place of business of the product’s manufacturer, packer, or distributor. Both agencies also require that any claim on the product be truthful and not misleading.

The FDA is in the process of updating its nutrition labeling rules, which in their current form date back to 1993. The updated nutrition labeling rules require manufacturers to, among other things:

 

   

increase the type size for “calories,” “servings per container,” and the “serving size” declaration, and bolding the number of calories and the “serving size” declaration to highlight this information;

 

   

declare the actual amount, in addition to percent Daily Value, of vitamin D, calcium, iron and potassium;

 

   

include “added sugars,” in grams and as percent Daily Value on the label; and

 

   

display serving sizes on labels based on amounts of foods and beverages that people are actually eating, not what they should be eating.

Manufacturers with $10 million or more in annual food sales must use the new labels by January 1, 2020; all other food manufacturers will have until January 1, 2021 to comply. We believe that we will be in material compliance with these new food labeling regulations where applicable to our business by the compliance date.

FDA also has detailed regulations and requirements governing various types of claims about products’ nutritional value and wellness benefits, such as a nutrient content claims, health claims, and structure-function claims. Claims falling under these regulations must be phrased in specific ways to avoid misbranding the food. We believe we are in compliance with applicable FDA claims regulations.

Other state and local statutes and regulations may impose additional food labeling requirements. For instance, the California Safe Drinking Water and Toxic Enforcement Act of 1986 (commonly

 

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known as Proposition 65) requires, with a few exceptions, that a specific warning appear on any consumer product sold in California that contains a substance, above certain levels, listed by that state as having been found to cause cancer or birth defects. This law exposes all food and beverage producers to the possibility of having to provide warnings on their products.

FDA Generally Recognized as Safe Regulations

Food ingredients can be classified into four groups including: food additives; color additives; prior sanctioned substances; and Generally Recognized as Safe (“GRAS”) substances. In particular, a food additive is a substance, “the intended use of which results or may reasonably be expected to result, directly or indirectly, either in their becoming a component of food or otherwise affecting the characteristics of food.” Food additives require premarket approval under the 1958 Food Additive Amendments to the FDCA as administered by FDA. However, in enacting those amendments, Congress recognized that many substances intentionally used in a manner whereby they are added to food would not require a formal premarket review by FDA to assure their safety, either because their safety had been established by a long history of use in food or by virtue of the nature of the substances, their customary or projected conditions of use, and the information generally available to scientists about the substances. Congress thus excluded from the definition of “food additive” substances that are generally recognized, among qualified experts, as having been adequately shown through scientific procedures to be safe under the conditions of their intended use, or GRAS.

Companies may establish GRAS status through “self-affirmation” whereby the producer determines on its own that the ingredient is GRAS, normally with the assistance of a panel of qualified experts. The producer may also voluntarily submit a “GRAS Notification” to the FDA that includes the products description, conditions of use, and the basis for GRAS determination, among other information. The FDA response to a GRAS notice, typically issued within 180 days, is not an approval and the product may be marketed while the FDA is reviewing the information.

A food ingredient is eligible for GRAS classification based on the “views of experts qualified by scientific training and experience to evaluate the safety” of the product. The expert’s views are either based on scientific procedures or through experience based on common use of the material prior to 1958. If based on scientific procedures, they must use the same quantity and quality of scientific evidence as would be required for the FDA to issue a premarket approval of the sale of a food additive. If a food ingredient is not entitled to GRAS status, premarket approval must be sought through the filing of a Food Additive Petition.

A number of our products are being marketed pursuant to GRAS self-affirmation. However, such status cannot be determined until actual formulations and uses are finalized. Thereafter, we decide whether self-affirmation procedures and a GRAS notification will be appropriate. For those components that do not qualify for GRAS, we may be required to file a Food Additive Petition. If a petition is required, we may elect to sell or license our rights to manufacture, market and distribute the component to another party.

Environmental Regulations

We are also subject to various U.S. federal, state and local environmental regulations. Some of the key environmental regulations in the U.S. include, but are not limited to, the following:

 

   

air quality regulations – air quality is regulated by the EPA and certain city/state air pollution control groups. Emission reports are filed annually.

 

   

waste treatment/disposal regulations – solid waste is either disposed of by a third-party or, in some cases, we have a permit to haul and apply the sludge to land. Agreements exist with local city sewer districts to treat waste at specified levels of Biological Oxygen Demand

 

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(“BOD”), Total Suspended Solids (“TSS”) and other constituents. This can require weekly/monthly reporting as well as annual inspection.

 

   

sewer regulations – we have agreements with the local city sewer districts to treat waste at specified limits of BOD and TSS. This requires weekly/monthly reporting as well as annual inspection.

 

   

hazardous chemicals regulations – various reports are filed with local city/state emergency response agencies to identify potential hazardous chemicals being used in our facilities.

 

   

storm water – all facilities are inspected annually and must comply with an approved storm water plan to protect water supplies.

Consumer Protection Regulations

The FTC has the authority to regulate traditional and digital advertising for most types of consumer products, including our product offerings. The FTC has interpreted the Federal Trade Commission Act (the “FTC Act”) to prohibit unfair or deceptive acts or practices in commerce and oversees express and implied claims in advertising as well as certain promotional activities such as the use of social media influencers by advertising companies.

The FTC revised its Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “Guides”), which became effective on December 1, 2009. Although the Guides are not binding, they explain how the FTC interprets Section 5 of the FTC Act’s prohibition on unfair or deceptive acts or practices. Consequently, the FTC could bring a Section 5 enforcement action based on practices that are inconsistent with the Guides. Under the revised Guides, advertisements that feature a consumer and convey his or her atypical experience with a product or service are required to clearly disclose the results that consumers can generally expect. In contrast to the 1980 version of the Guides, which allowed advertisers to describe atypical results in a testimonial as long as they included a disclaimer such as “results not typical,” the revised Guides no longer contain such a safe harbor. The revised Guides also add new examples to illustrate the long-standing principle that “material connections” between advertisers and endorsers (such as payments or free products), connections that consumers might not expect, must be disclosed.

To the extent we may rely on endorsements or testimonials, we will review any relevant relationships for compliance with the Guides and we will otherwise endeavor to follow legal standards applicable to advertising. Our marketing, advertising, and promotional activities for our consumer products must adhere to the FTC Act’s requirement for truthful, non-misleading and adequately substantiated claims. If our advertising does not comply with FTC and similar State requirements, we could become subject to an investigation by FTC or a consent decree, which could have a material adverse impact on our business and reputation.

Employee Safety Regulations

We are subject to certain safety regulations, including OSHA regulations. These regulations require us to comply with certain manufacturing safety standards to protect our employees from accidents. We believe that we are in material compliance with all employee safety regulations applicable to our business.

Intellectual Property

We have the right to the following trademarks: Laird Superfood, Superfood Creamer and Instafuel in the United States, and Laird Superfood in several international jurisdictions, including the European Union.

 

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Employees

As of June 30, 2020, we had 115 full-time employees and no part-time employees. None of these employees are represented by labor unions or covered by collective bargaining agreements. We believe that our employee relations are good.

Facilities

We currently lease approximately 6,888 square feet of commercial space for manufacturing, distribution and related office use in one building, and a second lease provides us approximately 13,600 square feet of further commercial space for manufacturing, distribution and related office use.

We believe that our existing facilities, our facilities under construction and other available properties will be sufficient for our needs for the foreseeable future.

Legal Proceedings

From time to time we may be involved in disputes or litigation relating to claims arising out of our operations. We are not currently a party to any legal proceedings that could reasonably be expected to have a material adverse effect on our business, financial condition and results of operations.

 

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MANAGEMENT

The following table sets forth information about our executive officers and directors as of the date of this prospectus.

 

Name

   Age     

Position

Executive Officers:

     

Paul Hodge Jr.

     47      Co-Founder, President, Chief Executive Officer and Director

Laird Hamilton

     56      Co-Founder, Chief Innovator and Director

Valerie Ells

     35      Chief Financial Officer

Luan Pham

     49      Chief Marketing and Revenue Officer

Jamie Eichman

     42      Chief Operating Officer

Andrew McCormick

     35      General Counsel and Secretary

Non-Employee Directors and Director Nominees:

Thomas Wetherald

     49      Chairman of the Board, Director

Gregory B. Graves

     60      Director

Geoffrey T. Barker

     58      Director Nominee

Jim Buechler

     61      Director Nominee

Maile Clark

     47      Director Nominee

Set forth below is a brief biography of our executive officers, directors and director nominees.

Paul Hodge Jr. – Co-Founder, President, Chief Executive Officer and Director

Mr. Hodge co-founded Laird Superfood and has served as our President and Chief Executive Officer and member of our Board of Directors since its founding in 2015. Prior to founding the Company, in 2015, Mr. Hodge founded GolfBoard Inc. In 2014, Mr. Hodge founded GB Leasing, a leasing company designed to lease fleets of GolfBoards. From 2007 to 2011, Mr. Hodge was Chief Executive Officer and founder of Solar Nation, Inc., a fully vertically integrated engineer, procure and construct company which developed, engineered, constructed and financed commercial and utility scale solar systems. Solar Nation filed a voluntary petition for bankruptcy under Chapter 7 of the U.S. Bankruptcy Code in February 2013. The Company has determined that Mr. Hodge’s business experience and management background make him a qualified member of our management group and board of directors.

Laird Hamilton – Co-Founder, Chief Innovator and Director

Mr. Hamilton co-founded Laird Superfood and has served as a member of our Board of Directors since its founding in 2015. Mr. Hamilton is an American athlete best known for his accomplishments in big wave surfing. Over the past 25 years, Mr. Hamilton has also been hailed as an innovator in several crossover board sports, including tow-in surfing, stand-up paddle boarding and hydrofoil boarding. For the past decade Mr. Hamilton has been focused on bringing his expertise and passion for fitness and nutrition to the masses. He has accomplished this by creating and co-founding several businesses focused on this mission. Most notably, in June 2015, Mr. Hamilton co-founded Laird Superfood, Inc. to focus on introducing his nutritional ideas to the broader public. Mr. Hamilton also co-created XPT Extreme Performance Training, a performance lifestyle brand, the following year to focus on his philosophies in exercise and lifestyle. The Company has determined that Mr. Hamilton’s role as a co-founder of the Company and his involvement in the development of the Company’s products and direction make him a qualified member of our board of directors.

 

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Valerie Ells – Chief Financial Officer

Ms. Ells joined Laird Superfood in April 2018 as our Controller before serving as our CFO since April 2019. Prior to joining us, Ms. Ells was a Financial Planning and Analysis Senior Accounting Manager and Interim Chief Accounting Officer for First Interstate Bank (NASDAQ: FIBK) where she revamped the firm’s internal financial planning and analysis processes as well as external reporting processes for the SEC and other regulatory agencies from 2017 to 2018. From 2015 to 2017, Ms. Ells served as Controller of the Bank of the Cascades (NASDAQ: CACB) and as Assistant Controller from 2013 to 2015, where she was heavily involved in M&A due diligence and SEC reporting. From 2010 to 2013, she was the Assistant Controller for Omeros Corporation, a then newly public biotech firm, where she designed and implemented a Sarbanes-Oxley Act compliant internal control environment, and from 2007 to 2010, she worked as an auditor with KPMG, LLP, focusing on clients within the manufacturing industry. Ms. Ells received her B.A. and Master’s of Accountancy from Gonzaga University before becoming a licensed CPA in the State of Oregon.

Luan Pham – Chief Marketing and Revenue Officer

Mr. Pham has served as our Chief Marketing and Revenue Officer since July 2017. Prior to joining us, Mr. Pham was Head of Marketing at Condé Nast Media from 2012 through 2017 where he worked with iconic brands such as Golf Digest, GQ, Wired, and Pitchfork. Mr. Pham also served as Senior Director of Marketing, Golf and Tennis for Polo Ralph Lauren from 2010 to through 2011. Prior to relocating to the East Coast, Mr. Pham was Director of Marketing for Condé Nast, Golf Digest—West Coast from 2007 through 2010 and as Creative Director, Sales Development Director and Marketing Services Director for Kiplinger Washington Editors from 1997 through 2007. Mr. Pham has a Bachelor’s in Communication, Emphasis in Advertising, from California State University, Fullerton.

Jamie Eichman – Chief Operating Officer

Ms. Eichman joined our company in October 2018 after serving as a professional consultant with her consulting firm Solstice Consulting LLC to implement a formalized and streamlined project management process at Laird Superfood. Previously, Ms. Eichman spent 15 years in risk and project management in the financial services industry serving in numerous roles including Chief Compliance Officer at First Interstate Bank (NASDAQ: FIBK) from 2017 to 2018, SVP Director of Internal Audit at Bank of the Cascades (NASDAQ: CACB) from 2014 to 2017, AVP, Operational Risk and SOX Officer from 2013 to 2014, and Senior Internal Auditor at Bank of the Cascades from 2008 to 2013. Ms. Eichman holds a Bachelor’s in Environmental Science from Oregon State University as well as the professional certifications of Certified Internal Auditor, Certified Financial Services Auditor.

Andrew McCormick – General Counsel and Secretary

Mr. McCormick has served as our General Counsel and Secretary since February 2019. Prior to joining us, Mr. McCormick was a Senior Associate at the Denver office of Hogan Lovells US LLP, where he advised clients, including Laird Superfood, on capital markets and M&A matters from 2014 to 2019. From 2011 to 2013 Mr. McCormick was an associate at Latham & Watkins (London), LLP, where he advised issuers and investment banks in global capital markets transactions. Mr. McCormick holds a BA with distinction from Hendrix College in Conway, Arkansas, a JD from Columbia University in New York, and an LLM from the London School of Economics in the UK.

Non-Employee Directors

Thomas Wetherald – Chairman of the Board, Director

Mr. Wetherald has served as a member of our Board of Directors since 2017 and as Chairman of the Board of Directors since June 30, 2019. Mr. Wetherald was the Company’s Chief Financial Officer

 

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from January 1, 2018 until April 14, 2019, and Co-CFO from April 15, 2019 until June 30, 2019. Prior to joining us, Mr. Wetherald operated as an independent money manager. Mr. Wetherald was also an Equity Analyst, from 2002 to 2005, and Small-Cap Growth Portfolio Manager, from 2005 to 2015, at Massachusetts Financial Services from 2002 through 2015. Prior to joining Massachusetts Financial Services, Mr. Wetherald worked as Research Assistant, Associate and Equity Analyst at Manning & Napier from 1995 through 2002 and at Chase Manhattan Bank from 1993 through 1995. Mr. Wetherald graduated from St. Lawrence University in 1993. The Company has determined that Mr. Wetherald’s investment and finance background make him a qualified member of our board of directors.

Gregory B. Graves – Director

Mr. Graves has served as a member of our Board of Directors since 2018. He has served as Chief Financial Officer of Entegris, Inc. since April 2007. From September 2002 to April 2007, he served as Senior Vice President, Strategic Planning & Business Development. Prior to joining Entegris in September 2002, Mr. Graves held positions in investment banking and corporate development, including at Piper Jaffray, RBC (Dain Rauscher) and The Pillsbury Company. From May 2017 to June 2019, Mr. Graves served as a director and Chairman of the Audit Committee of Plug Power Inc. (energy solutions provider). Mr. Graves has served on the Board of Directors of the Minneapolis Heart Institute Foundation since May 2016 and been Chairman of the Audit and Finance Committee since April 2019. Mr. Graves holds a B.A. and Master’s in Accounting and Taxation from the University of Alabama and an M.B.A. from the University of Virginia. The Company has determined that Mr. Graves finance background make him a qualified member of our board of directors and audit committee.

Geoffrey T. Barker – Director Nominee

Mr. Barker will serve as a director upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Barker has been a member of the Board of Directors of Smartsheet, Inc. (NYSE: SMAR), since 2012, and its Chair since 2016. Mr. Barker cofounded RPX Corporation, a provider of patent risk management solutions, and from 2008 to July 2016, Mr. Barker served in several positions including as Director, Chief Operating Officer, and Co-CEO. Mr. Barker has co-founded several businesses, including Vigilos, Inc., an enterprise security solutions provider, and the Cobalt Group, an online marketing services company. In addition to Smartsheet, Mr. Barker currently serves on the board of directors of a number of private companies. Mr. Barker holds a B.A. in Economics from Tufts University and an M.B.A. from Columbia University. We believe that Mr. Barker’s entrepreneurial, operating, and financial experience qualify him to serve on our board of directors.

Maile Clark – Director Nominee

Maile Naylor, nee Clark (Maile Clark) will serve as a director upon the effectiveness of the registration statement of which this prospectus forms a part. Ms. Clark has been a member of the Board of Directors of BJ’s Wholesale Club (NYSE: BJ) since 2019. Ms. Clark spent twenty-five years working in the investment management industry analyzing and evaluating global consumer discretionary companies. She previously worked as an Investment Officer at MFS Investment Management, a global asset management company, from September 2005 until her retirement from the investment management industry in April 2018. Prior to that, Ms. Clark also held positions at Scudder Kemper Investments and Wellington Management, each investment management firms. Ms. Clark currently is a member of the Boston Ballet Board of Overseers. She holds a bachelor’s degree in Finance from Boston University and is a CFA charter holder. We believe that Ms. Clark’s experience in the investment management industry qualifies her to serve on the Board of Directors.

 

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Jim Buechler – Director Nominee

Mr. Buechler will serve as a director upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Buechler is currently President & CEO of the Buechler Foundation. From October 2016 to March 2019, Mr. Buechler was President & CEO of Cutwater Spirits and Chairman of the Board. Cutwater Spirits, one of the most award-winning distilleries in the world, was sold to Anheuser-Busch in March 2019. Prior to Cutwater Spirits, Mr. Buechler served as Ballast Point Brewing & Spirits’ President and CEO. A top-ten craft brewery, Ballast Point was one of the most award winning and fastest growing craft breweries in the country. In 2016, Mr. Buechler was recognized as the Corporate Directors Forum 2016 Director of the Year for Companies in Transition and was recognized by Our City San Diego as one of San Diego’s Most Influential Business Leaders. He served as Ballast Point President and General Manager and President from January 2012 to June 2015 and as Secretary from January 2012 to October 2013. Mr. Buechler served as a director from January 2012 and Chairman of the Board from June 2015 through December 2015. Prior to joining Ballast Point, Mr. Buechler served as President and CEO of The Lessons Company, an internet company focused on managing the relationships between students and instructors, from 2007 to 2011. Additionally, Mr. Buechler has nearly twenty years of experience working in the wireless telecommunications industry, including as President of Sempra Broadband, a company focused on providing utility smart grid services and retail broadband, from 2005 to 2007, and in several Vice President positions at AirTouch Cellular from 1997 to 2000. Mr. Buechler also has experience in the commercial real estate industry, including serving in executive positions with American Property Management Corporation from 2004-2005 and CityLink Investment Corporation from 2002-2004. Mr. Buechler received a B.S. from San Diego State University summa cum laude and an M.B.A. with distinction from Harvard Business School. We believe that Mr. Buechler’s entrepreneurial, operating, and financial experience qualify him to serve on our board of directors.

Board Composition

Our business and affairs are organized under the direction of our board of directors, which currently consists of four members. The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling and direction to our management. Our board of directors meets on a regular basis and on an ad hoc basis as required.

In accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective immediately prior to and upon the completion of the offering, respectively, our board of directors will be elected annually to a one-year term.

The authorized size of our board of directors is currently four members and, effective as of the day immediately prior to the closing of the offering, will be increased to seven members. The authorized number of directors may be changed only by resolution of our board of directors.

Director Independence

Our board of directors has determined that one current member qualifies as “independent” in accordance with the NYSE American listing standards. We intend to identify and appoint three additional independent directors prior to consummation of the offering.

There are no family relationships among any of our directors or executive officers.

Board Committees

Immediately prior to the closing of the offering, our board of directors will establish a new audit committee, compensation committee and a nominating and corporate governance committee. The following is a brief description of those committees.

 

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The Audit Committee

Upon the consummation of this offering, our audit committee will consist of Jim Buechler, Gregory Graves and Maile Clark, with Mr. Graves serving as the chairperson of the committee. Each member of the audit committee satisfies the NYSE American independence requirements.

Our board of directors has determined that each of Mr. Graves and Ms. Clark is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of the NYSE American.

Under the rules of the SEC, members of the audit committee must also meet heightened independence standards. Our board of directors has determined that each of Mr. Buechler, Mr. Graves and Ms. Clark are independent under the applicable rules of the SEC and the NYSE American.

The audit committee’s primary responsibilities will be to assist the board of directors in overseeing:

 

   

the Company’s accounting and financial reporting processes and internal controls as well as the audit and integrity of the Company’s financial statements;

 

   

the qualifications, independence and performance of the Company’s independent registered public accounting firm;

 

   

the Company’s compliance with applicable law, including U.S. federal securities laws and other legal and regulatory requirements;

 

   

the performance of the Company’s internal audit function; and

 

   

the Company’s overall risk exposure and management.

We expect that both our independent registered public accounting firm and management will periodically meet privately with our audit committee.

We believe that the composition and functioning of our audit committee will comply with all applicable requirements of the Sarbanes-Oxley Act, and all applicable SEC and NYSE American rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

The Compensation Committee

Upon the consummation of this offering, our compensation committee will consist of Mr. Buechler, Mr. Graves and Ms. Clark, with Mr. Buechler serving as the chairperson of the committee. Each member of the compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and satisfies the NYSE American independence requirements. The compensation committee will assist the board of directors in setting the compensation of our directors and executive officers and administering and implementing our incentive compensation plans and equity-based plans. The compensation committee’s duties and responsibilities will include:

 

   

providing oversight of the compensation of our Chief Executive Officer and other executive officers;

 

   

administering our equity compensation plans and granting equity awards pursuant to such plans or outside of such plans; and

 

   

providing oversight of the Company’s compensation policies and plans and benefits programs and overall compensation philosophy.

 

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Under our compensation committee charter, the compensation committee will have the authority to retain compensation consultants. The compensation committee also will have the authority to obtain advice and assistance from our executives, internal or external legal, accounting or other advisors as it determines necessary to carry out its duties.

The compensation committee may delegate its authority to determine the amount and form of compensation paid to our non-executive employees and consultants to officers and other appropriate supervisory personnel. It may also delegate its authority (other than its authority to determine the compensation of our Chief Executive Officer) to a subcommittee of the compensation committee. Finally, to the extent permitted by applicable law, the compensation committee may delegate to one or more officers of the Company (or other appropriate personnel) the authority to recommend stock options and other stock awards for employees who are not executive officers or members of our board of directors.

The Nominating and Corporate Governance Committee

Upon the consummation of this offering, our nominating and corporate governance committee will consist of Mr. Buechler, Mr. Graves and Ms. Clark, with Ms. Clark serving as the chairperson of the committee. Each of the members of our nominating and corporate governance committee is an independent director under the applicable rules and regulations of the NYSE American relating to nominating and corporate governance committee independence. The nominating and corporate governance committee’s duties and responsibilities will include:

 

   

assisting the board of directors in identifying individuals who are qualified to become members of the board and selecting, or recommending to the board that the board select, specified individuals as director nominees;

 

   

developing and maintaining corporate governance policies applicable to the Company; and

 

   

overseeing evaluations of the board.

The nominating and corporate governance committee will identify director candidates based on input provided by a number of sources, including members of the committee, other directors, our shareholders, members of management and third parties. The nominating and corporate governance committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified director candidates.

As part of the identification process, the nominating and corporate governance committee will also take into account each candidate’s business and professional skills, experience serving in management or on the board of directors of companies similar to the Company, financial literacy, independence, personal integrity and judgment. In conducting this assessment, the nominating and corporate governance committee will, in connection with its assessment and recommendation of candidates for director, consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills) and such other factors as it deems appropriate given the then-current and anticipated future needs of the board and the Company, and to maintain a balance of perspectives, qualifications, qualities and skills on the board. The board of directors does not have a formal diversity policy for directors. However, the board of directors is committed to an inclusive membership. Although the nominating and corporate governance committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process.

 

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Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics, which outlines the principles of legal and ethical business conduct under which we do business. The code is applicable to all our directors, officers and employees and is available on our corporate website. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act to the extent required by applicable rules and exchange requirements.

Limitation of Liability and Indemnification

Our certificate of incorporation and bylaws provide the indemnification of our directors and officers to the fullest extent permitted under the Delaware General Corporation Law (“DGCL”). In addition, the certificate of incorporation provides that our directors shall not be personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as a director and that if the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

As permitted by the DGCL, we have entered into or plan to enter into separate indemnification agreements with each of our directors and certain of our officers that require us, among other things, to indemnify them against certain liabilities which may arise by reason of their status as directors, officers or certain other employees. We expect to obtain and maintain insurance policies under which our directors and officers are insured, within the limits and subject to the limitations of those policies, against certain expenses in connection with the defense of, and certain liabilities that might be imposed as a result of, actions, suits or proceedings to which they are parties by reason of being or having been directors or officers. The coverage provided by these policies may apply whether or not we would have the power to indemnify such person against such liability under the provisions of the DGCL.

We believe that these provisions and agreements are necessary to attract and retain qualified persons as our officers and directors. At present, there is no pending litigation or proceeding involving our directors or officers for which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

 

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EXECUTIVE COMPENSATION

Overview

We are focused on our mission to provide great tasting, high-quality, plant-based products that are healthy, convenient, affordable, and available to all. We operate in rapidly evolving and highly competitive markets. To succeed in these environments and execute our strategy of building our platform, we must execute our strategies set forth elsewhere in this prospectus. To achieve these objectives, we need to attract and retain a highly talented team of executives who possess and demonstrate strong leadership and management capabilities.

Following this offering, we are committed to pursuing an executive compensation philosophy that embraces the best practices of large, multinational companies, as discussed further below. In connection with this offering, we are (i) entering into amended employment agreements with each of our named executive officers in order to, among other things, better align their compensation packages with our long-term strategic goals and harmonize the terms and conditions amongst the named executive officers; (ii) adopting a clawback policy; (iii) adopting the Laird Superfood, Inc. 2020 Omnibus Incentive Plan (the “2020 Plan”); and (iv) adopting the Laird Superfood, Inc. 2020 Employee Stock Purchase Plan (the “ESPP”).

Our named executive officers, or NEOs, for the year ended December 31, 2019 were Paul Hodge, our President and Chief Executive Officer, Luan Pham, our Chief Marketing and Revenue Officer, and Valerie Ells, our Chief Financial Officer.

Administration

Following the consummation of this offering, our Compensation Committee, which includes independent directors, will oversee our executive compensation program and will be responsible for approving the nature and amount of the compensation paid to our NEOs. The committee will also administer our equity compensation plan and awards.

Elements of Compensation

Our compensation program for NEOs consists of the following elements of compensation, each described in greater depth below:

 

   

base salaries;

 

   

performance-based bonuses; and

 

   

equity-based incentive compensation.

Base Salary

Base salaries are an annual fixed level of cash compensation to reflect each NEO’s performance, role and responsibilities, and retention considerations, as applicable, and market considerations in the Pacific Northwest region.

Performance-Based Bonus

To incentivize management to drive strong operating performance and reward achievement of our business goals, our executive compensation program includes performance-based bonuses for NEOs. Following consummation of this offering, our Compensation Committee will establish annual target performance-based bonuses for each NEO during the first quarter of the fiscal year, which bonuses may take the form of equity grants or cash.

 

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Equity Compensation

We pay equity-based compensation to our NEOs in order to link the long-term results achieved for our shareholders and the rewards provided to NEOs, thereby ensuring that such NEOs have a continuing stake in our long-term success.

Following consummation of this offering, we may, from time to time, make grants of equity awards to the current NEOs under the 2020 Plan, which reserves for issuance                  shares of common stock.

Summary Compensation Table

The following table sets forth information regarding compensation earned by or paid to our named executive officers for the fiscal years ended December 31, 2019 and 2018.

 

Name and Principal Position

   Year     Salary
($)
    Bonus
($)
    Option
Awards
($)(1)
    Total
($)
 

Paul Hodge

          

President and Chief Executive Officer

     2019     $ 186,778       -         -       $ 186,778  
     2018     $ 14,070       -       $ 237,300     $ 251,370  

Luan Pham(2)

          

Chief Marketing and Revenue Officer

     2019     $ 189,000     $ 41,500     $ 553,200     $ 783,700  
     2018     $ 178,732     $ 25,000     $ 19,900     $ 223,632  

Valerie Ells(3)

          

Chief Financial Officer

     2019     $ 153,828       -       $ 131,310   $ 285,138  
     2018     $ 85,250       -         -       $ 85,250  

 

(1)

This column reflects the aggregate grant date fair value of options granted under our 2018 Stock Option Incentive Program to our named executive officers, as computed in accordance with FASB ASC Topic 718. The valuation assumptions we used in calculating the fair value of options are set forth in Note 10 to our audited financial statements included elsewhere in this prospectus. The amounts do not reflect the actual economic value that may be realized by the named executive officer.

(2)

Mr. Pham intends to retire as of December 31, 2020. See below under “-Employment Agreement-Luan Pham” for additional information concerning the anticipated terms of Mr. Pham’s separation from the Company.

(3)

Ms. Ells joined the Company as Controller on April 1, 2018 and was promoted to co-CFO on April 15, 2019 and CFO on July 1, 2019.

Employment Arrangements

We have entered into employment agreements with each of our named executive officers. The employment agreements generally provide for a two or three year employment term that may be terminated by the Company or the executive with 60 days prior written notice, and set forth the executive’s annual salary, target bonus, if any, eligibility for employee benefits, the terms of equity grants, customary proprietary information assignment provisions, and non-competition and non-solicitation restrictions. The key terms of employment with our named executive officers are further described below, along with the key terms of amended employment agreements we intend to enter into with our named executive officers in connection with this offering. Forms of the amended employment agreements are attached as exhibits to the registration statement of which this prospectus forms a part.

Paul Hodge

We entered into an employment agreement with Paul Hodge, our President and Chief Executive Officer, effective January 1, 2018, which sets forth the terms and conditions of his employment with us. Mr. Hodge’s base salary has been increased from time to time by the Board of Directors by means of addenda thereto, and is currently $250,000 per year.

 

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Mr. Hodge is eligible for an annual bonus targeted at 40% of his annual salary at the discretion of the Company’s board of directors.

Prior to entering his employment agreement, we granted Mr. Hodge stock options to purchase 50,000 shares of common stock, which fully vested on February 24, 2019, and have an exercise price of $2.00 per share. In connection with the execution of his employment agreement, we issued to Mr. Hodge stock options to purchase 60,000 shares of common stock which fully vested on February 21, 2020. The options have an exercise price of $9.00 per share. In April 2020 we issued to Mr. Hodge (i) further stock options to purchase 16,566 shares of common stock, which vest in equal parts annually on the grant date over a four year period, and have an exercise price of $13.05 per share, and (ii) 1,724 shares of common stock, subject to certain transfer restrictions, which vested immediately upon issuance.

Mr. Hodge’s employment agreement provides that either the Company or Mr. Hodge may terminate employment upon 60 days’ prior written notice to the other for any reason. In such event, Mr. Hodge is entitled to his base salary through the termination date.

We will enter into an amended employment agreement with Mr. Hodge effective upon the closing of this offering. The amended employment agreement will provide for the continuation of Mr. Hodge’s current base salary of $250,000 per year. Mr. Hodge will be eligible for an annual bonus during each calendar year of the amended employment agreement, with a target bonus of 50% of base salary and a maximum bonus of 100% of base salary. Mr. Hodge will also be eligible to receive equity awards under the 2020 Plan. If Mr. Hodge’s employment is terminated by the Company without “cause” or by Mr. Hodge for “good reason” (each as defined in the amended employment agreement), Mr. Hodge will be entitled to a lump sum payment equal to twelve months of base salary, plus payment of COBRA Premiums for up to twelve months. If Mr. Hodge’s employment is terminated by the Company without “cause” or by Mr. Hodge for “good reason” within two years after the occurrence of a change in control (as defined in the amended employment agreement), Mr. Hodge will be entitled to a lump sum payment equal to twenty-four months of base salary, plus payment of COBRA Premiums for up to eighteen months. The amended employment agreement also contains customary confidentiality, non-competition and non-solicitation provisions.

Luan Pham

Prior to entering his employment agreement, on February 24, 2016 we granted Luan Pham, our Chief Marketing and Revenue Officer, stock options to purchase 20,000 shares of common stock, which vest over a four year period, and have an exercise price of $2.00 per share. We entered into an amended employment agreement with Mr. Pham, effective November 1, 2017, which sets forth the terms and conditions of his employment with us. Mr. Pham’s terms of employment have been amended from time to time by Company by means of addenda to his employment agreement, and his base salary is currently $200,000 per year. In January 2018, we issued to Mr. Pham stock options to purchase 5,000 shares of common stock, which vested immediately, for $7.50 per share. In May 2019, we issued to Mr. Pham further stock options to purchase 26,666 shares of common stock and 53,334 shares of common stock, respectively, the former vesting in equal parts on each anniversary of the grant date over a two-year period, and the latter upon certain revenue targets, each for $12.32 per share. In June 2020 we issued to Mr. Pham further stock options to purchase 4,024 shares of common stock, which options vest over a four-year period, and have an exercise price of $13.05 per share.

Mr. Pham’s employment agreement provides that either the Company or Mr. Pham may terminate employment upon 60 days’ prior written notice to the other for any reason. In such event, Mr. Pham is entitled to his base salary through the termination date.

 

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We will enter into an amended employment agreement with Mr. Pham effective upon the closing of this offering. The term of the amended employment agreement automatically ends December 31, 2020, the date upon which Mr. Pham intends to retire from the Company. The amended employment agreement will provide for the continuation of Mr. Pham’s current base salary of $200,000 per year. Upon Mr. Pham’s retirement from the Company, certain stock options held by Mr. Pham will have their term extended to December 31, 2025. The amended employment agreement also contains customary confidentiality, non-competition and non-solicitation provisions.

Valerie Ells

We entered into an employment agreement with Valerie Ells, our Chief Financial Officer, when she was hired as our controller, effective April 1, 2018, which sets forth the terms and conditions of her employment with us. Ms. Ells has been promoted and her base salary has been increased from time to time by Company by means of addenda to her employment agreement, and is currently $200,000 per year.

Ms. Ells is eligible for an annual bonus targeted at 26.5% of her annual salary at the discretion of the Company’s Chief Executive Officer.

In connection with the execution of her employment agreement, we issued to Ms. Ells stock options to purchase 20,000 shares of common stock. The options vest over a four-year period and have an exercise price of $9.00 per share. In June 2018 we issued to Ms. Ells further stock options to purchase 2,000 shares of common stock, which options vest over a four-year period and have an exercise price of $9.00 per share. In May 2019 we issued to Ms. Ells further stock options to purchase 18,000 shares of common stock, which options vest over a four-year period and have an exercise price of $12.32 per share. In January 2020 we issued to Ms. Ells further stock options to purchase 20,000 shares of common stock, which options vest over a four-year period and have an exercise price of $14.50 per share. In April 2020 we issued to Ms. Ells (i) further stock options to purchase 9,940 shares of common stock, which options vest over a four-year period, and have an exercise price of $13.05 per share, and (ii) 1,172 shares of common stock, subject to certain transfer restrictions, which vested immediately upon issuance.

Ms. Ells’s employment agreement provides that either the Company or Ms. Ells may terminate employment upon 60 days’ prior written notice to the other for any reason. In such event, Ms. Ells is entitled to her base salary through the termination date.

We will enter into an amended employment agreement with Ms. Ells effective upon the closing of this offering. The amended employment agreement will provide for the continuation of Ms. Ells’ current base salary of $200,000 per year. Ms. Ells will be eligible for an annual bonus during each calendar year of the amended employment agreement, with a target bonus of 50% of base salary and a maximum bonus of 100% of base salary. Ms. Ells will also be eligible to receive equity awards under the 2020 Plan. If Ms. Ells’ employment is terminated by the Company without “cause” or by Ms. Ells for “good reason” (each as defined in the amended employment agreement), Ms. Ells will be entitled to a lump sum payment equal to twelve months of base salary, plus payment of COBRA Premiums for up to twelve months. If Ms. Ells’ employment is terminated by the Company without “cause” or by Ms. Ells for “good reason” within two years after the occurrence of a change in control (as defined in the amended employment agreement), Ms. Ells will be entitled to a lump sum payment equal to twenty-four months of base salary, plus payment of COBRA Premiums for up to eighteen months. The amended employment agreement also contains customary confidentiality, non-competition and non-solicitation provisions.

 

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Retirement Plans

We have not maintained, and do not currently intend to maintain, a defined benefit pension plan or nonqualified deferred compensation plan.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information about outstanding equity awards granted to our named executive officers that remained outstanding as of December 31, 2019.

 

     Option Awards  

Name

   Grant Date     Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
    Option
Exercise
Price
($)
    Option
Expiration
Date
 

Paul Hodge

     2/24/2016       50,000       0       2.00       2/23/2026  
     2/21/2018       30,000       30,000 (1)      9.00       2/20/2023  

Luan Pham

     2/24/2016       15,000       5,000 (2)      2.00       2/23/2026  
     1/25/2018       5,000       0       7.50       1/24/2028  
     5/08/2019       4,792       48,452 (3)      12.32       5/7/2029  
     5/08/2019       13,334       13,332 (4)      12.32       5/7/2029  

Valerie Ells

     3/11/2018       5,000       15,000 (5)      9.00       3/10/2028  
     6/15/2018       500       1,500 (6)      9.00       6/14/2028  
     5/01/2019       -         18,000 (7)      12.32       4/30/2029  

 

(1)

One-half of total option grant vesting annually at the anniversary of the grant date. Unvested options accelerate upon certain change of control transactions pursuant to the NEO’s employment agreement with the Company.

(2)

One-quarter of total option grant vesting annually at the anniversary of the grant date. Unvested options accelerate upon certain change of control transactions pursuant to the NEO’s employment agreement with the Company.

(3)

Vesting periods begin upon meeting certain revenue thresholds. Unvested options accelerate upon certain change of control transactions pursuant to the NEO’s employment agreement with the Company.

(4)

One-half of total option grant vesting annually at the anniversary of the grant date. Unvested options accelerate upon certain change of control transactions pursuant to the NEO’s employment agreement with the Company.

(5)

One-quarter of total option grant vesting annually at the anniversary of the grant date. Unvested options accelerate upon certain change of control transactions pursuant to the NEO’s employment agreement with the Company.

(6)

One-quarter of total option grant vesting annually at the anniversary of the grant date. Unvested options accelerate upon certain change of control transactions pursuant to the NEO’s employment agreement with the Company.

(7)

One-quarter of unvested options are vesting annually at the anniversary of the grant date. Unvested options accelerate upon certain change of control transactions pursuant to the NEO’s employment agreement with the Company.

Director Compensation

During the fiscal year ended December 31, 2019, Mr. Hodge, who is our Chief Executive Officer, Mr. Wetherald, Mr. Benzino and Mr. Hamilton received no additional fees, reimbursements, equity awards or other compensation for their service as members of our board of directors. In 2019 Mr. Hamilton received a salary of $201,353 in connection with his duties as a non-executive employee of the Company.

During the fiscal year ended December 31, 2019, Mr. Graves received an option to purchase 3,000 shares of common stock at $12.32 per share, vested immediately.

 

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The following table presents the total compensation for the fiscal year ended December 31, 2019 for each person who served as a member of our board of directors and whose compensation is not included in the Summary Compensation Table.

 

Name

   Option
awards(1)
($)
    All Other
Compensation
($)
    Totals
($)
 

Arik Benzino(2)

   $ -       $ -       $ -    

Gregory Graves

   $ 19,860     $ -       $ 19,860  

Laird Hamilton

   $ -       $ 201,353 (3)    $ 201,353  

Thomas Wetherald

   $ -       $ 55,000 (4)    $ 55,000  

 

(1)

This column reflects the aggregate grant date fair value of options as computed in accordance with FASB ASC Topic 718. The valuation assumptions we used in calculating the fair value of options are set forth in Note 10 to our audited financial statements included elsewhere in this prospectus.

(2)

Mr. Benzino resigned from the board of directors in connection with Laird Superfood’s repurchase of its Series A preferred stock held by WeWork Creator Fund, LLC, effective November 18, 2019.

(3)

Reflects Mr. Hamilton’s salary as Chief Innovator.

(4)

Reflects Mr. Wetherald’s salary as Co-Chief Financial Officer through June 30, 2019.

As of December 31, 2019, Mr. Hamilton held options to purchase 110,000 shares, of which options to purchase 80,000 shares were exercisable. As of December 31, 2019, Mr. Wetherald held options to purchase 30,000 shares and Mr. Graves held options to purchase 3,000 shares, all of which in each case were exercisable.

We intend to grant restricted stock units to each of our non-employee directors upon the closing of the offering, with a grant date fair value of $75,000 for each non-employee director, and additional restricted stock units with grant date fair values of $15,000 and $25,000 for the chairperson of the audit committee and chairman of the board, respectively. The restricted stock units will vest one year after grant.

Emerging Growth Company Status

We are an emerging growth company, as defined in the JOBS Act. As an emerging growth company, we will be exempt from certain requirements related to executive compensation, including, but not limited to, the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Laird Superfood, Inc. 2020 Omnibus Incentive Plan

Effective upon the closing of the offering, we anticipate that our board of directors and shareholders will adopt the 2020 Plan pursuant to which our employees, consultants and directors, including our named executive officers, will be eligible to receive awards.

The purpose of the 2020 Plan is to provide eligible individuals with an incentive to contribute to our success and to operate and manage our business in a manner that will provide for our long-term growth and profitability and that will benefit our shareholders and other important stakeholders, including our employees and customers. The 2020 Plan is also intended to provide a means of recruiting, rewarding and retaining key personnel. The 2020 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, unrestricted stock, dividend equivalent rights, performance shares and other performance-based

 

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awards, other equity-based awards and cash bonus awards. The 2020 Plan replaces our 2016 Stock Incentive Plan and 2018 Equity Incentive Plan; however, awards outstanding under the prior plans will continue to be governed by their existing terms.

Share Reserve

We anticipate reserving                  shares of our common stock for issuance under the 2020 Plan. The number of shares reserved for issuance under our 2020 Plan will automatically increase on January 1st of each year during the term of the 2020 Plan, by a number equal to 4% of the shares of common stock outstanding on the final day of the prior calendar year or such smaller number of shares as determined by the Company.

If any shares covered by an award granted under the 2020 Plan are not purchased or are forfeited or expire or otherwise terminate without delivery of any shares subject to the award, or are settled in cash in lieu of shares, then the number of shares subject to such award will, to the extent of any such forfeiture, termination, expiration or settlement, again be available for future issuance under the 2020 Plan. In addition, if shares subject to an award are applied to the exercise price or tax withholding obligations related to the award, such shares will again be available for future issuance under the 2020 Plan.

Administration

The 2020 Plan will be administered by our board of directors or a committee of our board of directors to which our board of directors delegates such administration (as applicable, the administrator). Subject to the terms of the 2020 Plan, the administrator has the complete discretion to determine the eligible individuals who are to receive awards under the 2020 Plan, to determine the terms and conditions of awards granted under the 2020 Plan and to make all decisions related to the 2020 Plan and awards granted thereunder. The administrator will also interpret the provisions of the 2020 Plan. Our board of directors has delegated full authority to administer the 2020 Plan to its compensation committee.

Eligibility

All of our employees and the employees of our affiliates are eligible to receive awards under the 2020 Plan. In addition, our non-employee directors, certain consultants and advisors who perform services for us and our affiliates, and any other individual whose participation in the 2020 Plan is determined to be in the best interests of the Company by the compensation committee may receive awards under the 2020 Plan. However, only our employees and our subsidiaries are eligible to receive incentive stock options.

Stock Options

The 2020 Plan authorizes our compensation committee to grant incentive stock options (under Section 422 of the Internal Revenue Code of 1986, as amended, or the Code) and stock options that do not qualify as incentive stock options, or non-qualified stock options. The maximum number of shares that may be issued under the 2020 Plan pursuant to the exercise of incentive stock options is                 . The compensation committee will determine the exercise price of each stock option, provided that the price must be equal to at least the fair market value of our shares of common stock on the date on which the stock option is granted. If we were to grant incentive stock options to any 10% shareholder, the exercise price may not be less than 110% of the fair market value of our shares of common stock on the date of grant.

The term of a stock option cannot exceed 10 years from the date of grant. If we were to grant incentive stock options to any 10% shareholder, the term cannot exceed five years from the date of

 

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grant. The compensation committee will determine at what time or times each stock option may be exercised and the period of time, if any, after death, disability or termination of employment during which stock options may be exercised. Stock options may be made exercisable in installments.

The aggregate fair market value, determined at the time of grant, of our common stock with respect to incentive stock options that are exercisable for the first time by a grantee during any calendar year under all of our stock plans may not exceed $100,000. We will generally treat stock options or portions thereof that exceed such limit as non-qualified stock options.

Stock Appreciation Rights

The 2020 Plan authorizes our compensation committee to grant stock appreciation rights that provide the recipient with the right to receive, upon exercise of the stock appreciation right, cash, shares of our common stock or a combination of the two. The amount that the recipient will receive upon exercise of the stock appreciation right generally will equal the excess of the fair market value of our common stock on the date of exercise over the shares’ fair market value on the date of grant. Stock appreciation rights will become exercisable in accordance with terms determined by our compensation committee. Stock appreciation rights may be granted in tandem with a stock option grant or independently from a stock option grant. The term of a stock appreciation right cannot exceed 10 years from the date of grant.

Restricted Stock, Restricted Stock Units and Deferred Stock Units

The 2020 Plan authorizes our compensation committee to grant restricted stock, restricted stock units and deferred stock units. Restricted stock is an award of our common stock on which vesting restrictions are imposed that subject such shares of our common stock to a substantial risk of forfeiture, as defined in Section 83 of the Code. A restricted stock unit is an award that represents the right to receive a compensation amount, based on the value of our shares of common stock, if vesting criteria established by the compensation committee are met. If the vesting criteria are met, we will settle restricted stock units in cash, shares of our common stock or a combination of the two. A deferred stock unit is a restricted stock unit that may be settled at some point in the future at a time or times consistent with the requirements of Section 409A of the Code.

Subject to the provisions of the 2020 Plan, our compensation committee will determine the terms and conditions of each award of restricted stock, restricted stock units and deferred stock units, including the restricted period for all or a portion of the award, the restrictions applicable to the award and the purchase price, if any, for the shares of our common stock subject to the award. A grantee of restricted stock will have all the rights of a shareholder, including the right to vote the shares and receive dividends, except to the extent limited by our compensation committee. However, all cash dividends declared or paid on shares of restricted stock will not vest or become payable unless and until the shares of restricted stock to which the dividends apply become vested and nonforfeitable. In addition, all stock dividend payments or distributions, if any, received by a grantee with respect to shares of restricted stock as a result of any stock split, stock dividend, combination of stock or other similar transaction will be subject to the same vesting conditions and restrictions as applicable to such underlying shares of restricted stock.

Grantees of restricted stock units and deferred stock units will have no voting or dividend rights or other rights associated with stock ownership, although our compensation committee may award dividend equivalent rights on such units. Dividend equivalent rights granted as a component of another award will not vest or become payable unless and until the award to which the dividend equivalent rights correspond becomes vested and settled.

 

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Dividend Equivalent Rights

The 2020 Plan authorizes our compensation committee to grant dividend equivalent rights in connection with the grant of any equity-based award other than stock options and stock appreciation rights. Dividend equivalent rights entitle the grantee to receive, or to receive credits for the future payment of, cash, shares of our common stock or other property equal in value to dividend payments or distributions declared or paid by us with respect to a number of shares of our common stock specified in such dividend equivalent right (or other award to which such right relates), as if such shares had been issued to and held by the grantee as of the record date of such dividend or distribution. Dividend equivalent rights may be paid currently or may be deemed to be reinvested in additional shares of stock, which may thereafter accrue additional dividend equivalent rights and may be payable in cash, shares of our common stock or a combination of the two; however, dividend equivalent rights granted as a component of another award which vests or is earned based upon the achievement of performance goals will not vest unless such performance goals for such underlying award are achieved, and if such performance goals are not achieved, such dividend equivalent rights will be forfeit and, to the extent already paid or distributed, must be repaid to the Company.

Other Equity-Based Awards

The 2020 Plan authorizes our compensation committee to grant other types of equity-based awards under the 2020 Plan. Other equity-based awards may be granted with vesting, value and/or payment contingent upon the achievement of one or more performance goals or other vesting conditions, and may be payable in cash, shares of our common stock or a combination thereof. The terms and conditions that apply to other equity-based awards will be determined by our compensation committee.

Non-Employee Director Compensation Limitation

The 2020 Plan provides that the aggregate value of all cash compensation, other compensation and awards granted under the 2020 Plan paid by us to any of our non-employee directors in any fiscal year may not exceed $500,000; however, such amount will be $750,000 for the fiscal year in which the effective date of the 2020 Plan occurs or for the fiscal year of the non-employee director’s initial service as a non-employee director. Our compensation committee may make exceptions to these limitations for individual non-employee directors in extraordinary circumstances, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee directors.

Changes in Capitalization

In the event of a recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in our shares of common stock effected without the receipt of consideration by us, then the number and kind of shares for which grants of options and other awards may be made under the 2020 Plan will be adjusted proportionately and accordingly by our compensation committee. In addition, the number and kind of shares for which awards are outstanding, as well as the exercise price of outstanding options and stock appreciation rights, will be adjusted proportionately and accordingly by our compensation committee.

Change in Control

Except as otherwise provided in the applicable award agreement, in another agreement with a grantee, or as otherwise set forth in writing, upon the occurrence of a “change in control” (as defined in the 2020 Plan) in which outstanding awards are not being assumed or continued, the following provisions will apply to the awards: (i) except for performance-based awards, all shares of restricted

 

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stock, restricted stock units, deferred stock units and dividend equivalent rights will be deemed to have vested and any underlying shares of our common stock will be deemed delivered immediately before the change in control; and (ii) at our compensation committee’s discretion, either all options and stock appreciation rights will become exercisable 15 days before the change in control (with any exercise of an option or stock appreciation right during such 15 day period to be contingent upon the consummation of the change in control) and terminate upon the change in control to the extent not exercised, or all options, stock appreciation rights, shares of restricted stock, restricted stock units, deferred stock units and/or dividend equivalent rights will be canceled and cashed out in connection with the change in control.

In the case of performance-based awards, if less than half of the performance period has lapsed, the award will be treated as though target performance has been achieved. If at least half of the performance period has lapsed, actual performance to date will be determined as of a date reasonably proximal to the date of the consummation of the change in control, as determined by our compensation committee in its sole discretion, and that level of performance will be treated as achieved immediately prior to the occurrence of the change in control. If our compensation committee determines that actual performance is not determinable, the award will be treated as though target performance has been achieved. Any awards that arise after performance is determined in accordance with this paragraph will be treated as set forth in the preceding paragraph. Other equity-based awards will be governed by the terms of the applicable award agreement.

If we experience a change in control in which outstanding awards will be assumed or continued by the surviving entity, then, except as otherwise provided in the applicable award agreement, in another agreement with a grantee, or as otherwise set forth in writing, upon the occurrence of the change in control, the 2020 Plan and the awards granted under the 2020 Plan will continue in the manner and under the terms so provided in the event of the change in control to the extent that provision is made in writing in connection with such change in control for the assumption or continuation of such awards, or for the substitution for such awards with new awards, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and exercise prices of options and stock appreciation rights.

Claw-back; Transferability

All awards, including any proceeds, gain or other economic benefit upon receipt or exercise of any award or the receipt or resale of any shares underlying an award, will be subject to any Company claw-back policy, including any claw-back policy adopted to comply with applicable laws as set forth in such claw-back policy or the applicable award agreement. Except in limited circumstances, awards granted under our 2020 Plan may generally not be transferred in any manner prior to vesting other than by will or by the laws of descent and distribution.

Plan Amendment and Termination

Our board may amend, suspend or terminate the 2020 Plan at any time; provided that no amendment, suspension or termination may impair a participant’s rights under outstanding awards without his or her consent. Our shareholders must approve any amendment if such approval is required under applicable law or national securities exchange listing rules. Unless terminated sooner by our board of directors or extended with shareholder approval, the 2020 Plan will terminate on the tenth anniversary of the effective date.

No Repricing without Shareholder Approval

Except in connection with certain corporate transactions, we may not, without obtaining shareholder approval: (i) amend the terms of outstanding options or stock appreciation rights to reduce the applicable exercise price; (ii) cancel outstanding options or stock appreciation rights in

 

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exchange for or substitution of options or stock appreciation rights with an exercise price that is less than the exercise price of the original options or stock appreciation rights; or (iii) cancel outstanding options or stock appreciation rights with an exercise price above the current stock price in exchange for cash or other securities.

Laird Superfood, Inc. 2020 Employee Stock Purchase Plan

Effective upon the closing of the offering, we anticipate that our board of directors and shareholders will adopt the ESPP. We anticipate reserving                  shares of our common stock for issuance under the ESPP. The purpose of the ESPP is to encourage and to enable eligible employees to acquire proprietary interests in our company through the purchase and ownership of shares of our common stock. The ESPP is intended to benefit us and our shareholders by incentivizing participants to contribute to our success and to operate and manage our business in a manner that will provide for our long-term growth and profitability and that will benefit our shareholders and other important stakeholders. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code.

Under the ESPP, eligible employees may authorize payroll deductions of up to 15% of eligible compensation for the purchase of our common stock on specified purchase dates established by the plan administrator. Initially, the Company intends to have six-month offering periods. The purchase price for shares in an offering period may be equal to either (1) 85% of the fair market value of a share of our common stock on the date of purchase or (2) 85% of the fair market value of a share of our common stock on the first day of the offering period or the purchase date, whichever is lower. Unless determined otherwise by the plan administrator, the purchase price will be equal to 85% of the fair market value of a share of our common stock on the first day of the offering period or the purchase date, whichever is lower.

Administration

The ESPP may be administered by our board of directors or a committee of the board designated from time to time by resolution of the board, which we refer to in this prospectus as the “plan administrator.” The plan administrator has full authority to adopt such rules and procedures as it may deem necessary for the proper plan administration and to interpret the provisions of the ESPP, including the authority to determine whether the purchase price for any purchase period will be equal to the lower of: (1) 85% of the fair market value of a share of our common stock on the date of purchase or (2) 85% of the fair market value of a share of our common stock on the first day of the offering period or the purchase date.

Shares Available Under the ESPP

A total of                  shares of common stock will be authorized for under the ESPP, subject to adjustment in the event of a stock split, reverse stock split, stock dividend, combination or reclassification or similar event. The ESPP’s share limit will be increased effective January 1 of each year commencing January 1, 2021 by an amount equal to the lesser of: (i) one percent (1%) of the shares of common stock outstanding on the final day of the immediately preceding calendar year; and (ii) such smaller number of shares of common stock as determined by the plan administrator.

Offering Periods

The ESPP will be implemented through a series of offerings under which eligible employees are granted purchase rights to purchase our common stock on specified dates during such offerings. The plan administrator will determine offering periods of not more than 27 months in advance without shareholder approval. Unless otherwise determined by the plan administrator, the ESPP will initially be implemented through successive offering periods of six months’ duration. Each participant is granted a separate purchase right to purchase shares of common stock for each offering period in which he or she

 

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participates. Purchase rights under the ESPP are granted on the start date of each offering period and are automatically exercised on the last day of the offering period. Each purchase right entitles the participant to purchase the whole number of shares of common stock obtained by dividing the participant’s payroll deductions for the offering period by the purchase price in effect for such period.

Eligibility

Except as described in this paragraph with respect to certain foreign employees, all employees of the Company and any designated parent or subsidiary who are regularly expected to work for more than 20 hours per week for more than five months per calendar year and who have been employed for such continuous period as the plan administrator may require (which period must be less than two years) are eligible to participate in the ESPP. An eligible employee may only join an offering period in advance of the start date of that period. Designated parents and subsidiaries include any parent or subsidiary corporations of the Company, whether now existing or hereafter organized, which elect, with the approval of the plan administrator, to extend the benefits of the ESPP to their eligible employees. Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether he or she is also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Internal Revenue Code)) are ineligible to participate in the ESPP if his or her participation is prohibited under the laws on the applicable non-U.S. jurisdiction or if complying with the laws of the applicable non-U.S. jurisdiction would cause the ESPP or an offering to violate Section 423 of the Internal Revenue Code.

Purchase Provisions

Each participant in the ESPP may authorize periodic payroll deductions that may not exceed 15% of his or her compensation, which is defined in the ESPP to include the regular U.S. payroll base salary, unless the plan administrator determines otherwise. Unless otherwise determined by the plan administrator, compensation will not include overtime, bonuses, annual awards, other incentive payments, reimbursements or other expense allowances, fringe benefits, moving expenses, deferred compensation, or contributions (other than contributions under a 401(k) or cafeteria plan). A participant may reduce his or her rate of payroll deductions during an offering period, subject to the rules set by the plan administrator.

On the last day of each offering period, the accumulated payroll deductions of each participant are automatically applied to the purchase shares of common stock at the purchase price in effect for that period.

Purchase Price

The purchase price per share at which common stock is purchased on the participant’s behalf for each offering period may be equal to either (1) 85% of the fair market value of a share of our common stock on the date of purchase or (2) 85% of the fair market value of a share of our common stock on the first day of the offering period or the purchase date, whichever is lower. Unless determined otherwise by the plan administrator, the purchase price will be equal to 85% of the fair market value of a share of our common stock on the first day of the offering period or the purchase date, whichever is lower.

Special Limitations

The ESPP imposes certain limitations upon a participant’s right to acquire common stock, including the following limitations:

 

   

No purchase right may be granted to any individual, immediately after such grant, would own stock (including stock purchasable under any outstanding options or purchase rights) possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any of its affiliates.

 

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No purchase right granted to a participant may permit such individual to purchase common stock at a rate which exceeds $25,000 worth of such common stock (valued at the time such purchase right is granted) for each calendar year.

 

   

Until otherwise determined by the plan administrator, the maximum number of shares of common stock a participant may purchase in any offering period is                  shares.

Termination of Purchase Rights

A participant’s purchase right immediately terminates upon such participant’s loss of eligible employee status, and his or her accumulated payroll deductions for the offering period in which the purchase right terminates are refunded. A participant may withdraw from an offering period by giving advance notice prior to the end of that period and his or her accumulated payroll for the offering period in which withdrawal occurs may be refunded.

Assignability

No purchase right will be assignable or transferable (other than by will or the laws of descent and distribution) and will be exercisable only by the participant.

Corporate Transaction

In the event of certain significant corporate transactions, including (i) a transaction or series of transactions resulting in any person or entity owning more than 50% of the combined voting power of all classes of our capital stock, (ii) incumbent directors ceasing to constitute a majority of the directors then in office, (iii) a merger, consolidation or reorganization following which our prior shareholders do not own directly or indirectly at least a majority of the combined voting power of the capital stock of the surviving entity, (iv) a sale, lease or other disposition of all or substantially all of our assets, or (v) a dissolution or liquidation, during an offering period, all outstanding purchase rights shall be assumed by the successor corporation (or a parent or subsidiary thereof), unless the plan administrator determines, in its sole discretion, to shorten the offering period then in-effect to a new purchase date. If the plan administrator shortens the offering period then in progress to a new purchase date, the plan administrator will provide notice to each participant that (i) his or her purchase right will be automatically exercised on the new purchase date or (ii) the Company will pay to him or her, on the new purchase date, cash, cash equivalents, or property as determined by the plan administrator that is equal to the difference in the fair market value of the shares of common stock covered by his or her purchase right and the purchase price due had the purchase right been automatically exercised on the new purchase date.

Changes in Capitalization

In the event any change is made to the outstanding shares of common stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, other increases or decreases in the number of shares of common stock outstanding effected without the Company’s receipt of consideration or similar transactions, the plan administrator may make appropriate adjustments to (i) the maximum number of securities issuable under the ESPP and (ii) the number of securities subject to each outstanding purchase right and the purchase price payable per share thereunder.

Amendment and Termination

The ESPP will terminate ten years after it becomes effective, unless terminated earlier by the plan administrator. The plan administrator may at any time terminate or amend the ESPP. To the extent required by Section 423 of the Internal Revenue Code (or any successor rule or provision or any other applicable law), the Company will seek shareholder approval of amendments in such a manner and to such a degree as so required.

 

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PRINCIPAL SHAREHOLDERS

The following table sets forth information known to us regarding the beneficial ownership of our common stock as of June 30, 2020, and as adjusted to reflect the common stock to be issued and sold by us in the offering, for:

 

   

each person, or group of affiliated persons, known to us to beneficially own more than 5% of our common stock;

 

   

each of our directors and director nominees;

 

   

each of our named executive officers; and

 

   

all of our directors, director nominees and executive officers as a group.

The percentage ownership information shown in the table prior to this offering is based on 5,725,970 shares of common stock outstanding as of June 30, 2020, after giving effect to the automatic conversion of all of our outstanding shares of preferred stock into an aggregate of 1,395,470 shares of our common stock upon the closing of this offering. The percentage ownership information shown in the table after this offering is based on                  shares outstanding, assuming the sale of                  shares of our common stock by us in this offering and no exercise of the underwriters’ option to purchase additional shares.

Beneficial ownership of shares is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as indicated by footnote, and subject to applicable community property laws, we believe each person identified in the table has sole voting and investment power with respect to all shares of common stock beneficially owned by them. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options that are exercisable on or before August 29, 2020, which is 60 days after June 30, 2020. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 

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Unless otherwise noted below, the address of each person listed in the table is c/o Laird Superfood, Inc., 275 W. Lundgren Mill Drive, Sisters, Oregon 97759.

 

    Beneficial Ownership Prior to this Offering     Beneficial Ownership
After this Offering
 

Name of Beneficial Owner

  Number of
Outstanding
Shares
Beneficially
Owned
    Number of
Shares
Exercisable
Within 60
Days(1)
    Number of
Shares
Beneficially
Owned
    Percentage
of
Beneficial
Ownership
    Number of
Shares
Beneficially
Owned
    Percentage
of
Beneficial
Ownership
 

5% or greater shareholders:

           

Danone Manifesto Ventures, PBC(2)

    766,284       -         766,284       13.4    

Directors, director nominees and named executive officers:

           

Paul Hodge

    263,278       110,000       373,278       6.4    

Laird Hamilton

    662,750       110,000       772,750       13.2    

Gregory Graves(3)

    2,900       3,000       5,900       *      

Thomas Wetherald(4)

    720,496       30,000       750,496       13.0    

Valerie Ells(5)

    15,772       15,500       31,272       *      

Luan Pham(6)

    124,114       56,458       180,752       3.1    

Geoffrey T. Barker(7)

    68,964       -         68,964       1.2    

Jim Buechler

    -         -         -         *      

Maile Clark(8)

    24,000       2,000       26,000       *      

Directors, director nominees and executive officers as a group (eleven persons)(9)

    1,883,748       369,458       2,253,206       37.0    

 

*

Represents beneficial ownership of less than 1% of common stock outstanding.

(1)

Consists of stock options to purchase shares of the Company’s common stock exercisable on or before August 29, 2020.

(2)

Consists of 766,284 shares of common stock issuable upon the conversion of Series B-1 preferred stock held by Danone Manifesto Ventures, PBC. Danone Manifesto Ventures, PBC is a wholly owned subsidiary of Danone North America Public Benefit Corporation, which is a wholly owned subsidiary of Compagnie Gervais Danone S.A., which is a wholly owned subsidiary of Danone S.A. Decisions regarding the voting or disposition of shares held by Danone Manifesto Ventures, PBC are made by the management of Danone Manifesto Ventures, PBC. The address of Danone Manifesto Ventures, PBC and Danone North America Public Benefit Corporation is c/o Danone Manifesto Ventures, PBC, 12 West 21st St., 12th Floor, New York, New York 10010, and the address of Danone S.A. and Compagnie Gervais Danone S.A. is c/o Danone S.A., 15 rue du Helder, 75009 Paris, France.

(3)

Includes 2,900 shares of common stock issuable upon the conversion of Series A-1 preferred stock.

(4)

Includes 70,358 shares of common stock issuable upon the conversion of Series A-1 preferred stock.

(5)

Includes 14,600 shares of common stock issuable upon the conversion of Series A-1 preferred stock.

(6)

Includes 4,000 shares of common stock issuable upon the conversion of Series A-1 preferred stock.

(7)

Includes 34,482 shares of common stock issuable upon the conversion of Series A-1 preferred stock.

(8)

Includes 24,000 shares of common stock issuable upon the conversion of Series A-1 preferred stock.

(9)

Includes 150,340 shares of common stock issuable upon the conversion of Series A-1 preferred stock.

 

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies and Procedures for Related Party Transactions

We currently do not have a formal policy concerning transactions with related persons. In connection with the offering, we plan to adopt a written policy, effective upon completion of the offering, that requires all future transactions between us and any director, executive officer, beneficial owners of 5% or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of them, or any other related persons (as defined in Item 404 of Regulation S-K) or their affiliates, in which the amount involved is equal to or greater than $120,000, be approved in advance by our audit committee. Any request for such a transaction will be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, the extent of the related party’s interest in the transaction, and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances.

Related Party Transactions

Described below are the transactions, and series of similar transactions, since January 1, 2016, to which we were a party or will be a party, in which:

 

   

the amounts involved exceeded or will exceed $120,000; and

 

   

any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Amended and Restated Investors’ Rights Agreement

We are party to an Amended and Restated Investors’ Rights Agreement (the “A&R IRA”) with certain shareholders, including, among others: Danone Manifesto Ventures, PBC (“DMV”); Valerie Ells and Luan Pham, who are executive officers of the Company; and Thomas Wetherald and Gregory Graves, who are directors of the Company. The A&R IRA provides, among other things, that as of April 13, 2020, certain holders of our capital stock have the right to demand that we file a registration statement or request that their shares of our capital stock be covered by a registration statement that we are otherwise filing. At any time after twelve months after the closing of the IPO, the shareholders holding a majority of the registrable securities then outstanding, including DMV and its affiliates, may request that we register all or a portion of their shares on a registration statement. The A&R IRA also provides for piggyback registration rights. In addition to the registration rights, the A&R IRA provides for certain information rights and a right of first offer. The provisions of the A&R IRA, other than those relating to registration rights, will terminate upon the closing of this offering.

Amended and Restated Right of First Refusal and Co-Sale Agreement

We are party to an Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of April 13, 2020 (the “A&R ROFR”), with certain shareholders, certain of which are beneficial holders of more than 5% of our capital stock, officers and directors of the Company and/or entities with which certain of our officers and directors are affiliated, including: DMV; Paul Hodge and Laird Hamilton, who are executive officers and directors of the Company; Valerie Ells and Luan Pham, who are executive officers of the Company; and Thomas Wetherald and Gregory Graves, who are directors of the Company. Pursuant to the A&R ROFR, such holders have a right of first refusal and co-sale in respect of certain sales of securities by our shareholders. Upon the closing of this offering, the A&R ROFR will terminate.

 

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Amended and Restated Voting Agreement

We are party to an Amended and Restated Voting Agreement, dated as of April 13, 2020 (the “A&R Voting Agreement”), with certain shareholders, certain of which are beneficial holders of more than 5% of our capital stock, officers and directors of the Company and/or entities with which certain of our officers and directors are affiliated, including: DMV; Paul Hodge and Laird Hamilton, who are executive officers and directors of the Company; Valerie Ells and Luan Pham, who are executive officers of the Company; and Thomas Wetherald and Gregory Graves, who are directors of the Company. Pursuant to the A&R Voting Agreement, certain holders of our capital stock have agreed to vote their shares of our capital stock on certain matters, including with respect to the size of the Company’s board of directors and the election of certain directors, including one director designated by DMV, two directors designated by Paul Hodge and Laird Hamilton, one director who shall be the Company’s Chief Executive Officer, and one unaffiliated director. Upon completion of this offering, the A&R Voting Agreement will terminate and none of our shareholders will have any special rights regarding the election or designation of members of our board of directors, except pursuant to the Stockholder Agreement described below.

Stockholder Agreement and Warrant

On April 13, 2020, we entered into a Stockholder Agreement (the “Stockholder Agreement”), by and between the Company and DMV, under which we have granted DMV a right to purchase a specified percentage of our securities, whether in this offering or a concurrent private placement (the “Participation Right”), the right to designate a member of the board of directors for election and the right to designate a representative as an observer of the board of directors, in each case for so long as DMV and its affiliates hold more than 5% of the shares of our outstanding common stock. The Participation Right shall terminate upon the consummation of this offering, but DMV’s right to designate a member of the board of directors for election and an observer of the board of directors shall continue for so long as DMV holds more than 5% of the outstanding common stock of the Company. This summary discusses certain material provisions of the Stockholder Agreement and is qualified in full by the text of the agreement filed as an exhibit to the registration statement of which this prospectus is a part.

On April 13, 2020, we also issued a warrant to purchase common stock (the “Warrant”) to DMV in connection with DMV’s purchase of shares of our Series B-1 preferred stock. The Warrant provides that if DMV exercises the Participation Right for $10,000,000 of our shares, DMV will be entitled to purchase at the time of the closing of this offering, for $0.01 per share, a number of shares of our common stock equal to ten percent of the shares then held by DMV and its affiliates (including shares issuable upon conversion of the Series B-1 preferred stock), but excluding the amounts purchased by DMV or its affiliates in this offering or otherwise. This summary discusses certain material provisions of the Warrant and is qualified in full by the text of the Warrant filed as an exhibit to the registration statement of which this prospectus is a part.

Private Placement of Securities

From March 2016 through May 2017, we entered into a number of subscription agreements with investors to purchase shares of our common stock at $2.00 per share for an aggregate purchase price of $1,335,000. Each of Paul Hodge (2,750 shares), Laird Hamilton (2,750) shares, Thomas Wetherald (170,000 shares), and Star Faraon (22,000 shares) participated in such offering.

In May 2017, we entered into a number of subscription agreements with investors to purchase shares of our common stock at $7.50 per share for an aggregate purchase price of $1,950,000. Mr. Wetherald purchased 129,798 shares in such offering.

 

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From December 2017 through January 2018, we entered into a number of subscription agreements with investors to purchase shares of our common stock at $7.50 per share for an aggregate purchase price of $3,450,000. Mr. Wetherald purchased 242,210 shares in such offering.

From March 2018 through June 2018, we entered into a number of subscription agreements with investors to purchase shares of our common stock at $8.58 per share for an aggregate purchase price of $4,055,008. Mr. Wetherald purchased 61,930 shares in such offering.

In November 2018 to December 2018, we (x) entered into a stock purchase agreement with an investor with a contractual participation right to purchase shares of our preferred stock at $19.704 per share for an aggregate purchase price of $2,999,993 and (y) simultaneously entered into a number of subscription agreements with investors at $24.63 per share of preferred stock for an aggregate purchase price of $19,000,001. Mr. Wetherald purchased 35,179 preferred shares in such offering at $24.63 per share.

From September 2019 through March 2020, we entered into subscription agreements with investors to purchase shares of our common stock at $14.50 per share for an aggregate purchase price of $11,695,903.

In April 2020, we entered into a stock purchase agreement with DMV to purchase shares of preferred stock at $26.10 per share for an aggregate purchase price of $10,000,006. We also issued the Warrant to DMV.

Redemption of Securities

We entered into a number of redemption agreements with Mr. Hodge pursuant to his right of first offer included in our Stock Restriction Agreement prior to that agreement’s termination on November 19, 2018. In connection with certain capital raising activities, we repurchased from Mr. Hodge (i) 50,000 shares on February 17, 2017 at a purchase price of $1.90 per share, or $95,000 in the aggregate, (ii) 60,000 shares on May 8, 2017 at a purchase price of $7.34 per share, or $440,000 in the aggregate, (iii) 40,000 shares on January 2, 2018 at a purchase price of $7.50 per share, or $300,000 in the aggregate, (iv) 60,000 shares on April 18, 2018 at a purchase price of $9.00 per share, or $540,000 in the aggregate, and (v) 87,688 shares on January 3, 2019 at a purchase prices of $12.32 per share, or $1,079,878 in the aggregate.

License and Preservation Agreement

We entered into a License and Preservation Agreement, dated May 26, 2020, with Mr. Hamilton and Ms. Reece. Pursuant to the License and Preservation Agreement, Mr. Hamilton and Ms. Reece granted us a limited, exclusive license to use their respective images, signatures, voices, and names (other than those owned by the Company), rights of publicity and common law and statutory rights to the foregoing.

Pursuant to the License and Preservation Agreement, any use of the licensed property that is in accordance with the historical standard of use and is not objected to by Mr. Hamilton or Ms. Reece within thirty (30) days of the first intra-company disclosure of a bona-fide intent to make such use is deemed approved. Any new use of the licensed property shall satisfy the historical standard of use and shall be primarily directed to the advertising, promotion and/or marketing of the Company’s products and services.

 

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Indemnity Agreements

We plan to enter into indemnification agreements with each of our directors and executive officers, the form of which is attached as an exhibit to the registration statement of which this prospectus forms a part. The indemnification agreements and our amended and restated certificate of incorporation and amended and restated bylaws will require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and the amended and restated bylaws that will be in effect upon the closing of this offering. Copies of these documents will be filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part. The descriptions of our common stock and preferred stock reflect changes to our capital structure that will occur upon the closing of this offering.

Upon the closing of the offering and the filing of our amended and restated certificate of incorporation, our authorized capital stock will consist of                 shares of common stock, par value $0.001 per share and                 shares of preferred stock, par value $0.001 per share. As of June 30, 2020, 4,330,500 shares of our common stock were outstanding and 697,735 shares of our preferred stock were outstanding. Following the completion of the offering,                  shares of our common stock will be outstanding and no shares of our preferred stock will be outstanding.

Common Stock

Upon the completion of this offering, we will be authorized to issue one class of common stock. Holders of our common stock are entitled to one vote for each share of common stock held of record for the election of directors and on all matters submitted to a vote of shareholders. A majority vote of the holders of common stock is generally required to take action under our amended and restated certificate of incorporation and amended and restated bylaws. Holders of our common stock are entitled to receive dividends ratably, if any, as may be declared by our board of directors out of legally available funds, subject to any preferential dividend rights of any preferred stock then outstanding. Upon our dissolution, liquidation or winding up, holders of our common stock are entitled to share ratably in our net assets legally available after the payment of all our debts and other liabilities, subject to the preferential rights of any preferred stock then outstanding. Holders of our common stock have no preemptive, subscription, redemption or conversion rights and no sinking fund provisions are applicable to our common stock. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be Broadridge Corporate Issuers Solutions, Inc.

Preferred Stock

Upon the closing of the offering, our board of directors will have the authority, without further action by the shareholders, to issue up to                  shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, redemption rights, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing change in our control or other corporate action.

Our board of directors will make any determination to issue shares of preferred stock based on its judgment as to the best interests of the Company and the best interests of our shareholders. Upon the

 

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completion of this offering, we will have no shares of preferred stock outstanding and we have no current plans to issue any shares of preferred stock following completion of this offering.

Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Delaware Law

Some provisions of Delaware law and our amended and restated certificate of incorporation and our amended and restated bylaws that will be in effect immediately prior to the completion of this offering contain provisions that could make the following transactions more difficult: acquisition of us by means of a tender offer; acquisition of us by means of a proxy contest or otherwise; or removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that shareholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Delaware Takeover Statute

Upon completion of this offering, we will be subject to the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

 

   

before the stockholder became interested, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

 

   

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by the interested stockholder; or

 

   

at or after the time the stockholder became interested, the business combination was approved by our board of directors and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

Section 203 defines a business combination to include:

 

   

any merger or consolidation involving the corporation and the interested stockholder;

 

   

any sale, transfer, lease, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;

 

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subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

 

   

subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and

 

   

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

No Written Consent of Shareholders

Our amended and restated certificate of incorporation provides that all shareholder actions are required to be taken by a vote of the shareholders at an annual or special meeting, and that shareholders may not take any action by written consent in lieu of a meeting. This limit may lengthen the amount of time required to take shareholder actions and would prevent the amendment of our amended and restated bylaws or removal of directors by our shareholders without holding a meeting of shareholders.

Meetings of Shareholders

Our amended and restated bylaws provide that a special meeting of shareholders may be called only by our chairman of the board of directors, Chief Executive Officer or President, or by a resolution adopted by a majority of our board of directors, and only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of shareholders. Our amended and restated bylaws also limit the business that may be conducted at an annual meeting of shareholders to those matters properly brought before the meeting.

Advance Notice Requirements

Our amended and restated bylaws establish advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our shareholders. These procedures provide that notice of shareholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our amended and restated bylaws specify the requirements as to form and content of all shareholders’ notices. These requirements may preclude shareholders from bringing matters before the shareholders at an annual or special meeting.

Amendment to Amended and Restated Certificate of Incorporation

Any amendment of our amended and restated certificate of incorporation must first be approved by a majority of our board of directors, and if required by law or our amended and restated certificate of incorporation, must thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment.

Undesignated Preferred Stock

Our amended and restated certificate of incorporation provides for                  authorized shares of preferred stock. The existence of authorized but unissued shares of preferred stock may enable our board of directors to discourage an attempt to obtain control of us by means of a merger, tender offer,

 

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proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of our shareholders, our board of directors could cause shares of preferred stock to be issued without shareholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent shareholder or shareholder group. In this regard, our amended and restated certificate of incorporation grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in control of us.

Choice of Forum

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative form, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) will be the sole and exclusive forum for: (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers, employees or agents to us or our shareholders; (3) any action asserting a claim against us arising pursuant to any provision of the General Corporation Law of the State of Delaware or our certificate of incorporation or bylaws; (4) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or bylaws; or (5) any action asserting a claim governed by the internal affairs doctrine. In addition, our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. This provision does not apply to claims under the Exchange Act. Our amended and restated certificate of incorporation also provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and to have consented to these choice of forum provisions. It is possible that a court of law could rule that the choice of forum provisions contained in our amended and restated certificate of incorporation are inapplicable or unenforceable if they are challenged in a proceeding or otherwise. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law and the Securities Act for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers.

 

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to the offering, there has been no public market for our common stock, and a liquid trading market for our common stock may not develop or be sustained after the offering. Future sales of our common stock in the public markets, or the availability of such shares for sale in the public markets, could adversely affect market prices prevailing from time to time. Furthermore, only a limited number of shares of our common stock may be available for sale in the public markets after the closing of the offering due to contractual, legal and other restrictions on resale. These factors could also make it more difficult to raise funds through future offerings of our common stock. All of the shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless such shares are held by any of our “affiliates” as such term is defined in Rule 144 under the Securities Act.

Sale of Restricted Shares

Upon the consummation of this offering, we will have                 shares of common stock outstanding. Of these shares, the                 shares of common stock sold in this offering (or                 shares of common stock if the underwriters exercise their over-allotment option in full) will be freely tradable without restriction or further restriction under the Securities Act, except that any shares of common stock purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act, may generally only be sold in compliance with the limitations of Rule 144 described below. As defined in Rule 144, an affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the issuer. Approximately                 of our shares of common stock outstanding following the consummation of this offering will be deemed “restricted securities” as that term is defined under Rule 144 (or                 shares of common stock if the underwriters exercise their over-allotment option in full). Restricted securities may be sold in the public market only if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below, or any other applicable exemption under the Securities Act. After the completion of this offering, the holders of approximately                 shares of common stock, representing approximately                 of our outstanding shares of common stock (or                 shares, representing approximately         % of our outstanding common stock, if the underwriters exercise their over-allotment option in full), will be entitled to dispose of their shares following the expiration of an initial 180-day underwriter “lock-up” period pursuant to the holding period, volume and other restrictions of Rule 144. Canaccord Genuity LLC is entitled to waive these lock-up provisions at its discretion prior to the expiration dates of such lock-up agreements.

Rule 144

The availability of Rule 144 will vary depending on whether restricted securities are held by an affiliate or a non-affiliate. In general, under Rule 144, an affiliate who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding ordinary shares or the average weekly trading volume of our ordinary shares reported through the NYSE American during the four calendar weeks preceding such sale. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about our Company. The volume limitations, manner of sale and notice provisions described above will not apply to sales by non-affiliates. For purposes of Rule 144, a non-affiliate is any person or entity who is not our affiliate at the time of sale and has not been our affiliate during the preceding three months. A non-affiliate who has beneficially owned restricted securities for six months may rely on Rule 144 provided that certain public information regarding us

 

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is available. A non-affiliate who has beneficially owned the restricted securities proposed to be sold for at least one year will not be subject to any restrictions under Rule 144.

Rule 701

Securities issued in reliance on Rule 701 under the Securities Act are also restricted and may be sold by shareholders other than our affiliates subject only to the manner of sale provisions of Rule 144 and by affiliates under Rule 144 without compliance with its one-year holding period requirement.

Option / Equity Awards

We intend to file a registration statement under the Securities Act to register                  approximately                 shares of common stock reserved for issuance or sale under our 2020 Plan. We expect to grant options to purchase                 shares of our common stock under our 2020 Plan in connection with this offering, and restricted stock units relating to                 shares of our common stock under our 2020 Plan. Shares issued upon the exercise of stock options or restricted stock units that vest after the effective date of the registration statement will be eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to affiliates and the lock-up agreements and equity retention agreements described below.

Lock-Up Agreements

We expect that our officers, directors and holders of substantially all our outstanding capital stock and other securities will enter into an agreement that, without the prior written consent of Canaccord Genuity LLC, they will not, subject to limited exceptions, directly or indirectly sell or dispose of any shares of common stock or any securities convertible into or exchangeable or exercisable for shares of our common stock for a period of 180 days after the date of this prospectus. The lock-up restrictions and specified exceptions are described in more detail under “Underwriting.”

 

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of the material U.S. federal income tax considerations applicable to non-U.S. holders (as defined herein) with respect to their ownership and disposition of shares of our common stock issued pursuant to this offering. All prospective non-U.S. holders of our common stock should consult their tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the purchase, ownership and disposition of our common stock. In general, a non-U.S. holder means a beneficial owner of our common stock (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes:

 

   

an individual who is a citizen or resident of the United States;

 

   

a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States or of any state thereof or the District of Columbia;

 

   

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

 

   

a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all of the trust’s substantial decisions or (2) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

This discussion is based on current provisions of the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the Code, existing U.S. Treasury Regulations promulgated thereunder, published administrative pronouncements and rulings of the U.S. Internal Revenue Service, which we refer to as the IRS, and judicial decisions, all as in effect as of the date of this prospectus. These authorities are subject to change and to differing interpretation, possibly with retroactive effect. Any change or differing interpretation could alter the tax consequences to non-U.S. holders described in this prospectus.

We assume in this discussion that a non-U.S. holder holds shares of our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular non-U.S. holder in light of that non-U.S. holder’s individual circumstances, nor does it address any alternative minimum, Medicare contribution, estate or gift tax consequences, or any aspects of U.S. state, local or non-U.S. taxes. This discussion also does not consider any specific facts or circumstances that may apply to a non-U.S. holder and does not address the special tax rules applicable to particular non-U.S. holders, such as holders that own, or are deemed to own, more than 5% of our capital stock (except to the extent specifically set forth below), corporations that accumulate earnings to avoid U.S. federal income tax, tax-exempt organizations, banks, financial institutions, insurance companies, brokers, dealers or traders in securities, commodities or currencies, tax-qualified retirement plans, holders who hold or receive our common stock pursuant to the exercise of employee stock options or otherwise as compensation, holders holding our common stock as part of a hedge, straddle or other risk reduction strategy, conversion transaction or other integrated investment, holders deemed to sell our common stock under the constructive sale provisions of the Code, controlled foreign corporations, passive foreign investment companies and certain former U.S. citizens or long-term residents.

In addition, this discussion does not address the tax treatment of partnerships (or entities or arrangements that are treated as partnerships for U.S. federal income tax purposes) or persons that hold their common stock through partnerships. If a partnership, including any entity or arrangement

 

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treated as a partnership for U.S. federal income tax purposes, holds shares of our common stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Such partners and partnerships should consult their tax advisors regarding the tax consequences of the purchase, ownership and disposition of our common stock.

There can be no assurance that a court or the IRS will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling with respect to the U.S. federal income tax consequences to a non-U.S. holder of the purchase, ownership or disposition of our common stock.

Distributions on Our Common Stock

Distributions, if any, on our common stock generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the non-U.S. holder’s investment, up to such holder’s adjusted tax basis in the common stock. Any remaining excess will be treated as capital gain from the sale or exchange of such common stock, subject to the tax treatment described below in “Gain on Sale, Exchange or Other Disposition of Our Common Stock.” Any such distribution will also be subject to the discussion below under the heading “Foreign Accounts.”

Dividends paid to a non-U.S. holder will generally be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence.

Dividends that are treated as effectively connected with a trade or business conducted by a non-U.S. holder within the United States and, if an applicable income tax treaty so provides, that are attributable to a permanent establishment or a fixed base maintained by the non-U.S. holder within the United States, are generally exempt from the 30% withholding tax if the non-U.S. holder satisfies applicable certification and disclosure requirements. However, such U.S. effectively connected income, net of specified deductions and credits, is taxed at the same graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code). Any U.S. effectively connected income received by a non-U.S. holder that is a corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence.

To claim a reduction or exemption from withholding, a non-U.S. holder of our common stock generally will be required to provide (a) a properly executed IRS Form W-8BEN or W-8BEN-E (or successor form) and satisfy applicable certification and other requirements to claim the benefit of an applicable income tax treaty between the United States and such holder’s country of residence, or (b) a properly executed IRS Form W-8ECI stating that dividends are not subject to withholding because they are effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States. Non-U.S. holders are urged to consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty.

A non-U.S. holder that is eligible for a reduced rate of U.S. withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

 

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Gain on Sale, Exchange or Other Disposition of Our Common Stock

Subject to the discussion below regarding backup withholding and foreign accounts, in general, a non-U.S. holder will not be subject to any U.S. federal income tax on any gain realized upon such holder’s sale, exchange or other disposition of shares of our common stock unless:

 

   

the gain is effectively connected with a U.S. trade or business of the non-U.S. holder and, if an applicable income tax treaty so provides, is attributable to a permanent establishment or a fixed base maintained in the United States by such non-U.S. holder, in which case the non-U.S. holder generally will be taxed at the graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code) and, if the non-U.S. holder is a foreign corporation, the branch profits tax described above in “Distributions on Our Common Stock” also may apply;

 

   

the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the net gain derived from the disposition, which may be offset by U.S. source capital losses of the non-U.S. holder, if any (even though the individual is not considered a resident of the United States); or

 

   

our common stock constitutes a U.S. real property interest because we are, or have been, at any time during the five-year period preceding such disposition (or the non-U.S. holder’s holding period, if shorter) a “U.S. real property holding corporation.” Generally, a corporation is a U.S. real property holding corporation only if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. Although there can be no assurance, we do not believe that we are, or have been, a U.S. real property holding corporation, or that we are likely to become one in the future. Even if we are or become a U.S. real property holding corporation, provided that our common stock is regularly traded, as defined by applicable Treasury Regulations, on an established securities market, our common stock will be treated as a U.S. real property interest only with respect to a non-U.S. holder that holds more than 5% of our outstanding common stock, directly or indirectly, actually or constructively, during the shorter of the 5-year period ending on the date of the disposition or the period that the non-U.S. holder held our common stock. In such case, such non-U.S. holder generally will be taxed on its net gain derived from the disposition at the graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code). No assurance can be provided that our common stock is or will in the future be regularly traded on an established securities market for purposes of the rules described above.

Backup Withholding and Information Reporting

We must report annually to the IRS and to each non-U.S. holder the gross amount of the dividends on our common stock paid to such holder and the tax withheld, if any, with respect to such dividends. Non-U.S. holders will have to comply with specific certification procedures to establish that the holder is not a U.S. person (as defined in the Code) in order to avoid backup withholding at the applicable rate with respect to dividends on our common stock. A non-U.S. holder generally will not be subject to U.S. backup withholding with respect to payments of dividends on our common stock if it certifies its non-U.S. status by providing a valid IRS Form W-8BEN or W-8BEN-E (or successor form) or W-8ECI, or otherwise establishes an exemption; provided we do not have actual knowledge or reason to know such non-U.S. holder is a U.S. person, as defined in the Code. Dividends paid to non-U.S. holders subject to the U.S. withholding tax, as described above in “Distributions on Our Common Stock,” generally will be exempt from U.S. backup withholding.

 

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Information reporting and backup withholding will generally apply to the proceeds of a disposition of our common stock by a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a non-U.S. holder where the transaction is effected outside the United States through a non-U.S. office of a broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

Copies of information returns may be made available to the tax authorities of the country in which the non-U.S. holder resides or is incorporated under the provisions of a specific treaty or agreement.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder may be allowed as a credit against the non-U.S. holder’s U.S. federal income tax liability, if any, and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Foreign Accounts

The Foreign Account Tax Compliance Act, which we refer to as FATCA, generally imposes a U.S. federal withholding tax of 30% on dividends and the gross proceeds of a disposition of our common stock paid to a “foreign financial institution” (as specifically defined for this purpose), unless such institution enters into an agreement with the U.S. government to, among other things, withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or otherwise qualifies for an exemption from these rules. A U.S. federal withholding tax of 30% also applies to dividends and will apply to the gross proceeds of a disposition of our common stock paid to a non-financial foreign entity (as defined in the Code), unless such entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. owners or provides information regarding substantial direct and indirect U.S. owners of the entity, or otherwise qualifies for an exemption from these rules. The withholding provisions described above currently apply to dividends paid on our common stock and will generally apply with respect to gross proceeds of a sale or other disposition of our common stock on or after January 1, 2019.

If withholding is imposed under FATCA on a payment related to our common stock, a beneficial owner that is not a foreign financial institution and that otherwise would not be subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) generally may obtain a refund from the IRS by filing a U.S. federal income tax return (which may entail significant administrative burden). An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this paragraph.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

 

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UNDERWRITING

Canaccord Genuity LLC is acting as representative of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of shares of common stock set forth opposite its name below.

 

Underwriters

   Number of Shares  

Canaccord Genuity LLC

  

Craig-Hallum Capital Group LLC

  

Roth Capital Partners, LLC

  
  

 

 

 

Total

                           
  

 

 

 

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the underwriting agreement if any of these shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

The representative has advised us that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $         per share. After the initial offering, the public offering price, concession or any other term of the offering may be changed.

The following table shows the public offering price, underwriting discount and proceeds before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares.

 

     Per Share     Total with No
Over-Allotment
    Total with
Over-Allotment
 

Underwriting discount to be paid by us

      

We estimate that the total expenses of this offering, excluding underwriting discounts, will be approximately $         and are payable by us. We have agreed to reimburse the underwriters for certain of their expenses in an amount not to exceed $         in the aggregate.

Option to Purchase Additional Shares

We have granted an option to the underwriters, exercisable for 30 days after the date of this prospectus, to purchase up to                 additional shares of our common stock at the public offering

 

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price, less the underwriting discount. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

No Sales of Similar Securities

We, our executive officers and directors and holders of substantially all our outstanding capital stock and other securities have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for the period ending 180 days after the date of this prospectus without first obtaining the written consent of the representative. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly:

 

   

offer, pledge, sell or contract to sell any common stock;

 

   

sell any option or contract to purchase any common stock;

 

   

purchase any option or contract to sell any common stock;

 

   

grant any option, right or warrant to purchase any common stock;

 

   

otherwise dispose of or transfer any common stock;

 

   

file, cause to be filed or cause to be confidentially submitted any registration statement related to the common stock;

 

   

request or demand that we file or make a confidential submission of a registration statement related to the common stock; or

 

   

enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

The exceptions permit our executive officers and directors and other existing security holders, subject to certain restrictions, to:

 

   

transfer the common stock (i) as a bona fide gift or gifts, (ii) to the person’s immediate family or any trust, partnership or similar entity for the direct or indirect benefit of the person or their immediate family, (iii) by operation of law, such as pursuant to a qualified domestic order or as required by a divorce settlement, (iv) as a distribution to the person’s limited partners or stockholders, (v) to the person’s affiliates or any investment fund or other entity controlled or managed by the person, or (vi) by will, other testamentary document or intestate succession upon death, including to the transferee’s nominee or custodian;

 

   

transfer the common stock to us upon exercise of any option granted under our incentive plans described in this prospectus, including the surrender of shares of common stock to us in “net” or “cashless” exercise of any option; or

 

   

convert our preferred stock into shares of common stock, provided that any shares of common stock received upon conversion remain subject to the terms of the lock-up provisions.

Furthermore, during the lock-up period, our executive officers, directors, and other existing security holders may sell shares of common stock purchased in this offering or in the open market following this offering, provided that such sales are not required to be reported in any public report or filing with the SEC or otherwise, and the seller does not voluntarily effect any public filing or report regarding such sales during the lock-up period.

 

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This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

Determination of Offering Price

Prior to this offering, there has been no public market for our common stock. The initial public offering price was determined by negotiation between us and the underwriters and will not necessarily reflect the market price of our common stock following this offering. The principal factors considered in determining the initial public offering price included:

 

   

the information in this prospectus and otherwise available to the underwriters, including our financial information;

 

   

the history and the prospects for the industry in which we compete;

 

   

the ability and experience of our management;

 

   

the prospects for our future earnings;

 

   

the present state of our development, results of operations and our current financial condition;

 

   

the general condition of the economy and the securities markets in the United States at the time of this initial public offering;

 

   

the recent market prices of, and the demand for, publicly-traded securities of generally comparable companies; and

 

   

other factors as were deemed relevant.

We cannot assure you that the initial public offering price will correspond to the price at which the shares of common stock will trade in the public market following this offering or that an active trading market for the shares of common stock will develop or continue after this offering.

Price Stabilization, Short Positions and Penalty Bids

To facilitate this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our common stock during and after the offering. Specifically, the underwriters may create a short position in our common stock for its own accounts by selling more shares of common stock than we have sold to the underwriters. The underwriters may close out any short position by purchasing shares in the open market.

In addition, the underwriters may stabilize or maintain the price of our common stock by bidding for or purchasing shares in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to broker-dealers participating in this offering are reclaimed if shares previously distributed in this offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of our common stock at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of our common stock to the extent that it discourages resales of our common stock. The magnitude or effect of any stabilization or other transactions is uncertain. These transactions may be effected on                  or otherwise and, if commenced, may be discontinued at any time.

Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common

 

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stock. In addition, neither we nor the underwriters make any representation that the underwriters will engage in these transactions or that any transaction, if commenced, will not be discontinued without notice.

Listing

In connection with this offering, we intend to apply to have our common stock listed on the NYSE American under the symbol “LSF.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Broadridge Corporate Issuers Solutions, Inc..

Electronic Offer, Sale and Distribution of Shares

The underwriters or syndicate members may facilitate the marketing of this offering online directly or through one of their respective affiliates. In those cases, prospective investors may view offering terms and a prospectus online and place orders online or through their financial advisors. Such websites and the information contained on such websites, or connected to such sites, are not incorporated into and are not a part of this prospectus.

The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters have in the past, and may in the future, engage in investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. The underwriters have in the past, and may in the future, receive customary fees and commissions for these transactions.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of ours. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that it acquires, long and/or short positions in such securities and instruments.

Selling Restrictions

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves

 

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about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Notice to prospective investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to prospective investors in the European Economic Area and the United Kingdom

In relation to each Member State of the European Economic Area and the United Kingdom, each a “Relevant State”, no shares have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of shares may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

(a) to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or

(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and us that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any shares being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their

 

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offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters have been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an “offer to the public” in relation to shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

Notice to prospective Investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”) or otherwise in circumstances which have not resulted and will not result in an offer to the public of the shares in the United Kingdom within the meaning of the Financial Services and Markets Act 2000.

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons.

Notice to prospective investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX), or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company or the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to prospective investors in Australia

This prospectus:

 

   

does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the Corporations Act);

 

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has not been, and will not be, lodged with the Australian Securities and Investments Commission (ASIC), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and

 

   

may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, available under section 708 of the Corporations Act (Exempt Investors).

The shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares, you represent and warrant to us that you are an Exempt Investor.

As any offer of shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares you undertake to us that you will not, for a period of 12 months from the date of issue of the shares, offer, transfer, assign or otherwise alienate those shares to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Notice to Prospective Investors in Israel

This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus is being distributed only to, and is directed only at, qualified investors listed in the first addendum, or the Addendum, to the Israeli Securities Law. Qualified investors may be required to submit written confirmation that they fall within the scope of the Addendum. In addition, we may distribute and direct this document in Israel, at our sole discretion, to investors who are not considered qualified investors, provided that the number of such investors in Israel shall be no greater than 35 in any 12-month period.

 

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LEGAL MATTERS

Hogan Lovells US LLP, Denver, Colorado, which has acted as our counsel in connection with this offering, will pass upon the validity of the shares of our common stock being offered by this prospectus. Goodwin Procter LLP, New York, New York, is representing the underwriters in connection with this offering.

EXPERTS

The financial statements of Laird Superfood, Inc. as of December 31, 2019 and 2018, and for the years then ended included in this prospectus have been audited by Moss Adams LLP, an independent registered public accounting firm, as set forth in their report included herein. Such financial statements have been so included in reliance upon their report given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document is not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The SEC also maintains an Internet website that contains reports, proxy statements, and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available over the internet at the website of the SEC referred to above. We also maintain a website at www.lairdsuperfood.com. Upon completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

 

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LAIRD SUPERFOOD, INC.

INDEX TO FINANCIAL STATEMENTS

 

     Page  

Audited Financial Statements:

  

Report of Independent Registered Public Accounting Firm

     F-2  

Balance Sheets as of December 31, 2018 and 2019

     F-3  

Statements of Operations for the Years Ended December  31, 2018 and 2019

     F-4  

Statements of Comprehensive Loss for the Years Ended December  31, 2018 and 2019

     F-5  

Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2018 and 2019

     F-6  

Statements of Cash Flows for the Years Ended December  31, 2018 and 2019

     F-7  

Notes to Financial Statements

     F-8  

Unaudited Interim Financial Statements:

  

Balance Sheets as of December 31, 2019 and June 30, 2020

     F-33  

Statements of Operations for the Three and Six Months Ended June  30, 2019 and 2020

     F-34  

Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2019 and 2020

     F-35  

Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Six Months Ended June 30, 2019 and 2020

     F-36  

Statements of Cash Flows for the Six Months Ended June  30, 2019 and 2020

     F-37  

Notes to Unaudited Financial Statements

     F-38  

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Laird Superfood, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Laird Superfood, Inc. (the “Company”) as of December 31, 2019 and 2018, the related statements of operations, comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes to the financial statements. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Notes 1 and 15 to the financial statements, the Company changed its method of accounting for revenue recognition in the year ended December 31, 2019 due to the adoption of Accounting Standards Codification Topic No. 606, Revenue Recognition.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Moss Adams LLP

Portland, Oregon

May 28, 2020, except for the effect of the 2-for-1 stock split and the August 2020 subsequent events described in Note 1, as to which the date is August 31, 2020

We have served as the Company’s auditor since 2018.

 

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LAIRD SUPERFOOD, INC.

BALANCE SHEETS

 

     As of December 31,  
     2019     2018  
Assets

 

Current assets

    

Cash and cash equivalents

   $ 1,004,109     $ 17,340,023  

Accounts receivable, net

     384,806       374,872  

Investment securities available-for-sale

     5,485,209       —    

Inventory

     2,435,965       1,182,233  

Prepaid expenses and other current assets

     590,808       494,139  

Deposits

     143,327       213,955  
  

 

 

   

 

 

 

Total current assets

     10,044,224       19,605,222  
  

 

 

   

 

 

 

Noncurrent assets

    

Property and equipment, net

     3,153,286       985,788  

Licensing agreement—intangible

     132,100       132,100  

Deferred rent

     3,057,432       1,926,039  

Other assets

     15,143       17,741  
  

 

 

   

 

 

 

Total noncurrent assets

     6,357,961       3,061,668  
  

 

 

   

 

 

 

Total assets

   $ 16,402,185     $ 22,666,890  
  

 

 

   

 

 

 
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)

 

Current liabilities

    

Accounts payable

   $ 724,751     $ 785,492  

Payroll liabilities

     491,092       183,181  

Accrued expenses

     301,046       139,165  
  

 

 

   

 

 

 

Total current liabilities

     1,516,889       1,107,838  
  

 

 

   

 

 

 

Long-term liabilities

    

Note payable

     51,000       101,000  
  

 

 

   

 

 

 

Total long-term liabilities

     51,000       101,000  
  

 

 

   

 

 

 

Total liabilities

     1,567,889       1,208,838  
  

 

 

   

 

 

 

Commitments and contingencies (Note 8)

    

Convertible Preferred Stock

    

Preferred stock, $0.001 par value, 1,329,680 shares authorized;
Series A-1 Preferred Stock, 1,177,426 shares authorized, 162,340 outstanding, 609,078 undesignated as of December 31, 2019; 1,177,426 authorized and 771,417 issued and outstanding as of December 31, 2018; Series A-2 Preferred Stock, 152,253 shares authorized; 152,253 issued and outstanding as of December 31, 2019 and 2018

     6,722,951       21,727,098  
  

 

 

   

 

 

 

Total convertible preferred stock

     6,722,951       21,727,098  

Stockholders’ equity (deficit)

    

Common stock, $0.001 par value, 9,600,000 shares authorized;
4,551,950 and 4,188,558 issued and outstanding at December 31, 2019, respectively; 3,861,778 and 3,590,692 shares issued and outstanding at December 31, 2018, respectively

     4,188       3,591  

Additional paid-in capital

     27,184,250       10,300,282  

Accumulated other comprehensive loss

     (226     —    

Accumulated deficit

     (19,076,867     (10,572,919
  

 

 

   

 

 

 

Total stockholders’ equity (deficit)

     8,111,345       (269,046
  

 

 

   

 

 

 

Total liabilities, convertible preferred stock and stockholders’ equity (deficit)

   $ 16,402,185     $ 22,666,890  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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LAIRD SUPERFOOD, INC.

STATEMENTS OF OPERATIONS

 

     For the Years Ended
December 31,
 
     2019     2018  

Sales, net

   $ 13,103,728     $ 8,291,082  

Cost of goods sold

     (8,019,094     (5,628,122
  

 

 

   

 

 

 

Gross profit

     5,084,634       2,662,960  
  

 

 

   

 

 

 

General and administrative expenses

    

Salaries, wages and benefits

     2,423,005       1,114,063  

Stock-based compensation

     700,384       601,613  

Professional fees

     491,465       3,303,265  

Office expense

     416,160       246,726  

Occupancy

     157,697       55,261  

Merchant service fees

     157,737       139,109  

Netsuite subscription expense

     157,752       124,306  

Other expense

     696,984       241,692  
  

 

 

   

 

 

 

Total general and administrative expenses

     5,201,184       5,826,035  
  

 

 

   

 

 

 

Research and product development

    

Salaries, wages and benefits

     216,657       95,380  

Stock-based compensation

     7,741       5,904  

Other expense

     99,886       18,203  
  

 

 

   

 

 

 

Total research and product development expenses

     324,284       119,487  
  

 

 

   

 

 

 

Sales and marketing

    

Salaries, wages and benefits

     2,609,825       801,419  

Stock-based compensation

     207,686       293,777  

General marketing

     1,157,920       774,331  

Advertising

     3,131,332       2,617,221  

Amazon selling fee

     541,009       352,180  

Travel expense

     330,121       182,941  

Other expense

     333,244       125,065  
  

 

 

   

 

 

 

Total sales and marketing expenses

     8,311,137       5,146,934  
  

 

 

   

 

 

 

Total expenses

     13,836,605       11,092,456  
  

 

 

   

 

 

 

Operating loss

     (8,751,971     (8,429,496
  

 

 

   

 

 

 

Other income (expense)

    

Realized gain (loss) on investment securities

     7,664       —    

Interest income

     239,175       18,288  

Interest expense

     (48,816     (48,228

Grant income

     50,000    
  

 

 

   

 

 

 

Total other income (expense)

     248,023       (29,940
  

 

 

   

 

 

 

Loss before income taxes

     (8,503,948     (8,459,436

Benefit from income taxes

     —         —    

Net loss

   $ (8,503,948   $ (8,459,436

Deemed dividend of beneficial conversion feature

     —         (749,998

Deemed contribution from the redemption of preferred stock

     7,448,879       —    
  

 

 

   

 

 

 

Net loss attributable to Laird Superfood, Inc. common stockholders

   $ (1,055,069   $ (9,209,434
  

 

 

   

 

 

 

Net loss per share attributable to Laird Superfood, Inc common stockholders:

    

Basic

   $ (0.29   $ (2.60
  

 

 

   

 

 

 

Diluted

   $ (0.29   $ (2.60
  

 

 

   

 

 

 

Weighted-average shares of common stock outstanding used in computing net loss per share of common stock

     3,668,050       3,541,563  
  

 

 

   

 

 

 

Pro forma effect of preferred stock conversion (unaudited)

    

Basic and diluted pro forma net loss per share to common stockholders (unaudited)

   $ (0.20  
  

 

 

   

Weighted-average shares of common stock outstanding used in computing pro forma net loss per share of common stock

     5,371,897    
  

 

 

   

The accompanying notes are an integral part of these financial statements.

 

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LAIRD SUPERFOOD, INC.

STATEMENTS OF COMPREHENSIVE LOSS

 

     For the Years ended
December 31,
 
     2019     2018  

Net loss

   $ (8,503,948   $ (8,459,436

Other comprehensive income (loss)

    

Change in unrealized gains/(losses) on investment securities available-for-sale, net of tax(1)

     (226     —    
  

 

 

   

 

 

 

Total other comprehensive income (loss)

     (226     —    
  

 

 

   

 

 

 

Comprehensive loss

   $ (8,504,174   $ (8,459,436
  

 

 

   

 

 

 

 

(1)

The Company maintains a full valuation allowance related to our net deferred tax assets, primarily due to our historical net loss position. See note 9 for the estimated tax benefit deferred.

The accompanying notes are an integral part of these financial statements.

 

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LAIRD SUPERFOOD, INC.

STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

     Convertible
Preferred Stock
    Stockholders’ Equity (Deficit)        
     Preferred Stock     Common Stock     Additional
Paid-in Capital
    Accumulated Other
Comprehensive Loss
    Accumulated
Deficit
       
     Shares     Amount     Shares     Amount     Total  

Balances, January 1, 2018

     —       $ —         3,270,000     $ 6,854,688     $ —       $ —       $ (2,113,483   $ 4,741,205  

Conversion to $0.001 par value on July 3, 2018

     —         —         —         (10,546,427     10,546,427       —         —         —    

Stock-based compensation

     —         —         —         495,405       410,438       —         —         905,843  

Stock option exercises

         4,000       4       13,496       —           13,500  

Common stock issuances

     —         —         472,778       4,055,005         —         —         4,055,005  

Less: repurchased common stock

     —         —         (156,086     (855,084     (670,079     —         —         (1,525,163

Preferred stock issuances

     923,670       21,999,994       —         —         —         —         —         —    

Preferred stock issuance costs

     —         (272,896     —         —         —         —         —         —    

Beneficial conversion feature on Preferred Series A-2

     —         (749,998     —         —         749,998       —         —         749,998  

Deemed dividend of beneficial conversion feature

     —         749,998       —         —         (749,998     —         —         (749,998

Net loss

     —         —         —         —         —         —         (8,459,436     (8,459,436
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances, January 1, 2019

     923,670     $ 21,727,098       3,590,692     $ 3,591     $ 10,300,282     $ —       $ (10,572,919   $ (269,046

Stock-based compensation

     —         —         —         —         851,338       —         —         851,338  

Preferred stock issuance costs

       (52,073            

Preferred share conversion

     (64     (280     128       —         280       —         —         280  

Stock option exercises

         21,140       20       50,749       —         —         50,769  

Common stock issuances

     —         —         668,844       668       9,697,628       —         —         9,698,296  

Less: repurchased common stock

     —         —         (92,246     (91     (1,145,877     —         —         (1,145,968

Common stock issuance costs

     —         —         —         —         (19,029     —         —         (19,029

Unrealized loss on investment securities available-for-sale

     —         —         —         —         —         (226     —         (226

Less: repurchased preferred stock

     (609,013     (7,500,000     —         —         —         —         —         —    

Deemed contribution from the redemption of preferred stock

     —         (7,448,879     —         —         7,448,879       —           7,448,879  

Preferred stock redemption costs

       (2,915            

Net loss

     —         —         —         —         —         —         (8,503,948     (8,503,948
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances, December 31, 2019

     314,593     $ 6,722,951       4,188,558     $ 4,188     $ 27,184,250     $ (226   $ (19,076,867   $ 8,111,345  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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LAIRD SUPERFOOD, INC.

STATEMENTS OF CASH FLOWS

 

     For the Years Ended
December 31,
 
     2019     2018  

Cash flows from operating activities

    

Net loss

   $ (8,503,948   $ (8,459,436

Adjustments to reconcile net loss to net cash from operating activities:

    

Depreciation

     300,561       138,800  

Loss on disposal of equipment

     483       2,570  

Stock-based compensation

     851,338       905,843  

Noncash conversion of note payable to grant income

     (50,000     —    

Noncash advertising

     —         285,000  

Changes in operating assets and liabilities:

    

Accounts receivable

     (9,934     (283,370

Inventory

     (1,253,732     (487,124

Prepaid expenses and other current assets

     (136,669     (408,827

Deferred rent

     (1,131,393     (1,926,039

Deposits

     80,750       (33,772

Other assets

     2,598       (9,779

Accounts payable

     (60,741     620,536  

Payroll liabilities

     307,911       133,091  

Accrued expenses

     161,881       66,750  
  

 

 

   

 

 

 

Net cash from operating activities

     (9,440,895     (9,455,757
  

 

 

   

 

 

 

Cash flows from investing activities

    

Purchase of property, equipment, and software

     (2,423,965     (564,550

Deposits on equipment to be acquired

     (14,699     (153,107

Purchase of investment securities available-for-sale

     (12,485,435     —    

Proceeds from maturities of investment securities available-for-sale

     7,000,000       —    
  

 

 

   

 

 

 

Net cash from investing activities

     (7,924,099     (717,657
  

 

 

   

 

 

 

Cash flows from financing activities

    

Payments on line of credit

     (5,000,000     (150,000

Draw on line of credit

     5,000,000       —    

Proceeds from long-term debt

     —         50,000  

Issuance of common stock

     9,698,296       4,055,005  

Redemption of preferred stock

     (7,503,195     —    

Issuance of preferred stock

     —         21,999,994  

Stock issuance costs

     (71,102     (272,896

Common stock repurchases

     (1,145,968     —    

Preferred stock repurchases

     —         (1,525,163

Stock options exercised

     51,049       13,500  
  

 

 

   

 

 

 

Net cash from financing activities

     1,029,080       24,170,440  
  

 

 

   

 

 

 

Net change in cash

     (16,335,914     13,997,026  

Cash and cash equivalents, beginning of year

     17,340,023       3,342,997  
  

 

 

   

 

 

 

Cash and cash equivalents, end of year

   $ 1,004,109     $ 17,340,023  
  

 

 

   

 

 

 

Supplemental disclosures of cash flow information

    

Deemed contribution from redemption of preferred stock

   $ 7,448,879     $ —    
  

 

 

   

 

 

 

Interest paid

   $ 48,816     $ 50,139  
  

 

 

   

 

 

 

Purchases of equipment included in deposits at the beginning of the year

   $ 4,577     $ 357,929  
  

 

 

   

 

 

 

Purchases of land included in prepaids and other current assets at the beginning of the year

   $ 40,000     $ —    
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

1. Nature of Operations and Summary of Significant Accounting Policies

The accompanying financial statements include the accounts of Laird Superfood, Inc. (the “Company” or “Laird Superfood”), a Delaware corporation. On July 3, 2018, the Company entered into a plan of conversion and was converted from a corporation under the laws of the State of Oregon to a corporation under the laws of the State of Delaware with an updated par value of $0.001 per share of common stock.

Nature of Operations

Laird Superfood, Inc. is an emerging consumer products platform focused on manufacturing and marketing highly differentiated, plant-based and functional foods from its headquarters in Sisters, Oregon. The core pillars of the Laird Superfood platform are currently Superfood Creamer coffee creamers, Hydrate hydration products and beverage enhancing supplements, and roasted and instant coffees, teas and hot chocolate. The Company was founded in 2015.

Basis of Accounting

The financial statements include the accounts of the Company. The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and rules and regulations of the Securities and Exchange Commission (“SEC”). Operating results include the years ended December 31, 2019 and 2018.

Unaudited Pro Forma Financial Information

The unaudited pro forma information for the period ended December 31, 2019 has been prepared to give effect to (i) the automatic conversion of 162,340 outstanding shares of our Series A-1 preferred stock into 324,680 shares of common stock, after the Company effectuates a 2:1 split of its common stock, as of December 31, 2019, and (ii) the automatic conversion of the 152,253 outstanding shares of our Series A-2 preferred stock into 304,506 shares of common stock after the Company effectuates a 2:1 split of its common stock, as of December 31, 2019, in each case as of immediately prior to the closing of a qualified initial public offering. The unaudited pro forma balance sheet information does not include the shares of common stock expected to be sold in, and related proceeds to be received from, the initial public offering.

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

The following table represents the calculation of pro forma basic and diluted net loss per share attributable to common stockholders for the years ended December 31 2019 giving effect to the automatic conversion of outstanding shares of our convertible preferred stock as of immediately prior to the closing of the initial public offering. The unaudited pro forma net loss per share attributable to common stockholders has been computed using the weighted-average number of shares of common stock outstanding, including the pro forma effect of the conversion of all outstanding shares of convertible preferred stock into shares of common stock as if such conversion had occurred at the beginning of the period or their issuance dates, if later. Shares of common stock expected to be sold in in the initial public offering, and the related proceeds received, are excluded from the calculation.

 

     Year Ended
December 31,
2019
 

Numerator

  

Net loss attributable to Laird Superfood, Inc. common stockholders

   $ (1,055,069
  

 

 

 

Denominator

  

Weighted average common shares used to compute basic and diluted net loss per share attributable to common stockholders

     3,668,050  

Pro forma adjustment to reflect assumed conversion of preferred stock

     1,703,847  
  

 

 

 

Weighted average number of common shares used to compute basic and diluted pro forma net loss per share attributable to common stockholders

     5,371,897  
  

 

 

 

Basic and diluted:

  

Pro forma net loss per share to common stockholders, basic and diluted

   $ (0.20
  

 

 

 

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Although management believes its estimates and assumptions are reasonable when made, they are based upon information available at the time they are made. Management evaluates the estimates and assumptions on an ongoing basis and, if necessary, makes adjustments. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions, and given the subjective element of the estimates and assumptions made, actual results may differ from estimated results. The most significant estimates and judgments impact allowances for doubtful accounts and returns, inventory obsolescence, valuation allowance for deferred taxes, and fair value of stock-based compensation.

Segment reporting

The Company currently has one operating segment. In accordance with ASC 280, Segment Reporting (“ASC 280”), the Company considers operating segments to be components of the Company’s business for which separate financial information is available and is evaluated regularly by management in deciding how to allocate resources and in assessing performance. Management reviews financial information presented on a consolidated basis for purposes of allocation of resources and evaluating financial performance. Accordingly, the Company has determined that it has a single operating and reportable segment.

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

Substantially all product sales for the periods provided were derived from domestic sales.

See Note 15 for additional information regarding sales by platform within the Company’s single segment.

Cash and Cash Equivalents

Cash and cash equivalents are highly liquid instruments with an original maturity of three months or less when purchased. For the purpose of the statements of cash flows, the Company includes cash on hand, cash in clearing accounts, cash on deposit with financial institutions and investments with an original maturity of three months or less in determining the total balance.

Concentration of Risk

The Company’s cash balances are held in financial institutions insured by the Federal Deposit Insurance Corporation up to $250,000. The Company had $456,104 and $2,023,036 of cash balances in excess of insured limits at December 31, 2019 and 2018, respectively. Balances are held at high credit quality institutions and management believes the potential for losses on uninsured balances to be remote.

Accounts Receivable, net

Accounts receivable, net consists principally of trade receivables, which are recorded at the invoiced amount, net of allowances for doubtful accounts. Trade receivables do not bear interest. Receivables are considered past due or delinquent according to contract terms. Management closely monitors outstanding balances and writes off accounts receivable as they are determined uncollectible. The Company provides for estimated losses on accounts receivable based on prior bad debt experience and a review of existing receivables. Based on these factors, management has established a $14,786 allowance for doubtful accounts as of December 31, 2019. There was no allowance as of December 31, 2018.

Investments

Investment securities that are not classified as either held-to-maturity securities or trading securities are classified as available-for-sale securities and are reported at fair value, with unrealized gains and losses excluded from earnings and reported as other comprehensive income or loss, net of income taxes. Management determines the appropriate classification of securities at the time of purchase. Investment securities are valued utilizing quoted prices in active markets. Gains and losses on the sales of available-for-sale securities are determined using the specific-identification method.

Inventory

Inventory is stated at the lower of cost (first-in, first-out) or net realizable value and consists primarily of raw materials and packaging and finished goods. At December 31, 2019 and 2018, inventory was comprised of the following:

 

     December 31,  
     2019     2018  

Raw Materials and Packaging

   $ 1,187,513     $ 680,420  

Finished Goods

     1,248,452       501,813  
  

 

 

   

 

 

 

Total

   $ 2,435,965     $ 1,182,233  
  

 

 

   

 

 

 

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

For the years ended December 31, 2019 and 2018, the Company did not have a charge related to inventory obsolescence as products are powder-based and have an extensive shelf life. As of December 31, 2019 and 2018, the Company had a total of $100,387 and $124,933, respectively, of prepayments for future raw materials inventory, which was included in prepaid expenses on the balance sheets.

Property and Equipment

Property and equipment are valued at cost, net of accumulated depreciation. Expenditures for maintenance and repairs that do not extend the useful life or increase the value of the assets are charged to expense in the period incurred. Additions and betterments are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for depreciation purposes for furniture and factory equipment range from 3 to 10 years. The useful life for leasehold improvements is the lesser of the lease term or the useful life. Depreciation expense is allocated to general and administrative expenses and cost of goods sold upon the sale of inventory. For the years ended December 31, 2019 and 2018, depreciation expense was $300,561 and $138,800, respectively

As of December 31, 2019 and 2018, the Company had a total of $14,699 and $153,107, respectively, of deposits for future equipment purchases, which was included in deposits on the balance sheets.

Deferred Rent

Deferred rent includes tenant improvement costs that were incurred by the landlord, RII Lundgren Mill, LLC, in the build-out of the Company’s leased space and were reimbursed by the Company. These amounts are treated as additional rents and are expensed straight-line over the life of the lease.

Revenue Recognition

The Company’s significant accounting policy for revenue was updated as a result of the adoption of ASU 2014-09. The Company recognizes revenue in accordance with the five-step model as prescribed by ASU 2014-09 in which the Company evaluates the transfer of promised goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASU 2014-09, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 15 for additional information regarding revenue recognition. The Company has elected, as a practical expedient, to account for the shipping and handling as fulfillment costs, rather than as a separate performance obligation. Methodologies for determining these provisions are dependent on customer pricing and promotional practices. The Company will record reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. These estimates will be based on industry-based historical data, historical sales returns, if any, analysis of credit memo data, and other factors known at the time.

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

Cost of Goods Sold

Cost of goods sold includes material, labor, and overhead costs incurred in the storage and distribution of products sold in the period. Material costs include the cost of products purchased. Labor and overhead costs consist of indirect product costs, including wages and benefits for manufacturing, planning, and logistics personnel, depreciation, facility costs and freight.

Shipping and Handling

Costs of shipping and handling related to sales revenue are included in cost of goods sold. Shipping and handling costs totaled $1,751,142 and $1,505,341 for the twelve months ended December 31, 2019 and 2018, respectively. Income generated from shipping costs billed through to customers was included in Sales, net in the statements of operations. Shipping income totaled $464,551 and $450,523 for the twelve months ended December 31, 2019 and 2018, respectively.

Research and Product Development

Amounts spent on research and development activities are expensed as incurred as research and product development expense on the statements of operations. Research and product development expense was $324,284 and $119,487 for the years ended December 31, 2019 and 2018, respectively.

Advertising

Advertising and marketing costs are expensed when incurred. Advertising and marketing expenses for the years ended December 31, 2019 and 2018 was $4,289,252 and $3,391,552, respectively.

Income Taxes

Income taxes provide for the tax effects of transactions reported in the financial statements and consist of income taxes currently due and deferred tax assets and liabilities. The Company may also be subject to interest and penalties from taxing authorities on underpayment of income taxes. In such an event, interest and penalties are included in income tax expense. Deferred tax assets and liabilities are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to depreciable assets (use of different depreciation methods and lives for financial statement and income tax purposes) and net operating losses. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Due to the historical net loss position of the Company, the Company recorded a full deferred tax valuation allowance of $4,584,174 and $2,407,375 as of December 31, 2019 and 2018, respectively.

Repurchased Stock

Management presents repurchased stock (at cost) as a reduction in the stockholders’ equity section to more clearly reflect the historical stock repurchase transactions. There were eight common stock repurchase transactions during the year ended December 31, 2019, totaling 92,246 shares of common stock and $1,145,968. There were 13 stock repurchases transaction during the year ended December 31, 2018, totaling 156,086 shares of common stock and $1,525,163. Repurchases were valued at a price consistent with or less than the most recent private equity offering by the Company.

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

Stock Incentive Plan

The compensation cost relating to share-based payment transactions is recognized in the financial statements. The cost is measured based on the grant date fair value of the equity or liability instruments issued. Compensation cost for all employee stock awards is calculated and recognized over the employees’ service period, generally defined as the vesting period. For awards with graded-vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. Compensation cost for all consultant stock awards is calculated and recognized over the consultant’s service period based on the grant date fair value of the equity or liability instruments issued. Upon exercise of stock awards, recipients are issued shares of common stock. Pre-vesting forfeitures result in the reversal of all compensation cost as of the date of termination, post-vesting cancellation does not.

Earnings per Share

Basic earnings per share is computed on the basis of the weighted average number of shares of common stock that were outstanding during the period. Diluted earnings per share is similarly determined, except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if all dilutive potential common stock and preferred stock had been issued and are calculated under the treasury stock method. Due to the Company’s net loss, all stock options and convertible preferred stock are anti-dilutive and excluded.

License Agreement – Intangible Asset

On August 3, 2015, the Company entered into a license agreement with Laird Hamilton (the “LH License”). The LH License stated Laird Hamilton’s contribution to the Company was in the form of intellectual property, granting the Company the right to use Laird Hamilton’s name and likeness. This contribution, which was reported on the balance sheets as of December 31, 2019 and 2018, was valued at $132,000 and satisfied with the issuance of 660,000 shares of common stock. The Company has determined that the intangible asset associated with the LH License has an indefinite life, as there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the Company. Please see Note 14 for more information on the Company’s related party transaction with Mr. Hamilton.

On May 2, 2018, the Company entered into a license agreement with Gabrielle Reece (the “GR License”). Pursuant to the GR License, Gabrielle Reece granted the Company rights to her name, signature, voice, picture, image, likeness and biographical information commencing on July 1, 2015. This contribution, which is reported on the balance sheets as of December 31, 2019 and 2018, was valued at $100 based on the consideration exchanged. The Company has determined that the intangible asset associated with the GR License has an indefinite life, as there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the Company. Please see Note 14 for more information on the Company’s related party transaction with Ms. Reece.

On November 19, 2018, the Company executed a License and Preservation Agreement with Laird Hamilton and Gabrielle Reece which superseded the predecessor license agreements with both individuals. The agreement added specific terms related to noncompetition and allowable usage of the property under the license. No additional consideration was exchanged in connection with the agreement and the life of the agreement was set at 100 years. As indefinite-lived intangibles, the Company assesses qualitative factors each reporting period to determine whether events and circumstances exist that indicate that the fair values of the licensing agreements were less than the

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

carrying amounts. Upon considering these factors, the Company determined it was more likely than not that the fair values of the LH License and the GR License were not less than the carrying amounts; therefore, the Company recognized no impairment for the years ended December 31, 2019 and 2018.

Employee Benefit Plan

We sponsor a defined contribution 401(k) plan (the “401(k) plan”) for all employees 18 years or older. The 401(k) plan was initiated on July 1, 2018. Employee contributions may be made on a before-tax basis, limited by Internal Revenue Service regulations. For the period ended December 31, 2019 and 2018, we did not match employee contributions.

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current GAAP and replace it with a principle-based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-11, ASU No. 2016-12, and ASU No. 2016-20, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017 for public companies and is effective for interim and annual periods beginning after December 15, 2018 for non-public companies. The Company’s adoption of ASU 2014-09 on January 1, 2019 did not have a material effect on the results of operations, financial position or cash flows of the Company. See Note 15 for additional discussion.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments-Overall” (“ASU 2016-01”) to make targeted improvements to GAAP on accounting for financial instruments. The guidance in ASU 2016-01 is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities, the guidance is effective for fiscal years beginning after December 15, 2018 and for interim periods within fiscal years beginning after December 15, 2019. The Company adopted ASU 2016-01 on January 1, 2019 with no material impact on the Company’s financial position, results of operations and liquidity.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230)” (“ASU 2016-15”). The guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company adopted the standard on January 1, 2018. The adoption of ASU 2016-15 did not have a material impact on the Company’s financial position, results of operations or liquidity.

In May 2017, the FASB issued ASU No. 2017-09, “Compensation–Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), clarifying when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition or the classification of

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

the award is not the same immediately before and after a change to the terms and conditions of the award. The new guidance is effective for the Company on a prospective basis beginning on January 1, 2018, with early adoption permitted. The Company adopted the standard on January 1, 2018. The adoption of ASU 2017-09 did not have a material impact on the Company’s financial position, results of operations or liquidity.

In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815); I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”). The ASU 2017-11 addresses the complexity of accounting for certain financial instruments with down round features, changing the classification analysis of certain equity-linked financial instruments with down round features by updating the guidance such that a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The ASU 2017-11 further clarifies existing disclosure requirements for equity-classified instruments and recharacterize the indefinite deferral of certain provisions of Topic 480 to a scope exception. The Company early adopted ASU 2017-11 on January 1, 2018. The adoption of ASU 2017-11 did not have a material impact on the Company’s financial position, results of operations or liquidity.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation- Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”), expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for public entities for years beginning after December 15, 2018, including interim periods within that year. For all other entities, the amendments are effective for years beginning after December 15, 2019, and interim periods with years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption of ASU 2014-09. The Company adopted ASU 2018-07 in conjunction with ASC 606 as of January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial position, results of operations or liquidity.

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)” (“ASU 2018-15”). The ASU clarifies and aligns the accounting for implementation costs for hosting arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018- 15 is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company early adopted ASU 2018-15 on January 1, 2018 using the prospective method of adoption. The adoption of this ASU did not have a material impact on the Company’s financial results, results of operations or liquidity.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”). ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for public companies for all interim and annual reporting periods beginning after December 15, 2018. For all other entities, it is effective for interim and annual reporting periods beginning after December 15, 2021. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

operating leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements. The Company expects to adopt the provisions of this statement in the first quarter of its fiscal year ending December 31, 2021 and is currently assessing the potential impact on its financial position, results of operations and liquidity.

JOBS Act Accounting Election

If the Company elects to become publicly traded in the future, the Company will consider becoming an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. Should the Company become public, we could elect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. Currently, as a private company, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date but before the financial statements are available to be issued.

In September 2019 the Company began an equity round of funding with private investors, of which $9,698,238 in funding was received prior to December 31, 2019, and an incremental $1,997,665 through March 11, 2020.

On April 13, 2020, the Company completed a private placement to a third party investor for 383,142 shares of its Series B-1 preferred stock for total proceeds of $10,000,006, or $26.10 per share. The Series B-1 preferred stock carries certain customary protective provisions and, among other customary rights, the investor has elected one member to Laird Superfood’s board of directors to represent the Series B stockholders. The Company’s shares of preferred stock are non-participating, and voluntarily convertible to common stock at the option of the holder (with an initial conversion ratio of 1:1), or mandatorily convertible to common stock upon the event of a qualifying initial public offering.

In connection with the closing of the private placement of Series B-1 preferred stock on April 13, 2020, the Company entered into a Stockholder Agreement with the investor, under which the Company granted the investor (i) the right to purchase a specified percentage of the Company’s common stock in the event of an initial public offering of the Company’s common stock or in a concurrent private placement (the “Participation Right”), (ii) the right to designate one member to Laird Superfood’s board of directors, and (iii) the right to designate a representative as an observer to Laird Superfood’s board of directors, in each case for so long as the investor and its affiliates hold more than five percent of the shares of the Company’s outstanding common stock. The Participation Right will terminate in the event of an initial public offering of the Company’s common stock, but the investor’s right to designate a member of the board of directors for election and an observer of the board of directors will continue for so long as the investor holds more than five percent of the outstanding common stock of the Company. The Company also issued a warrant to purchase common

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

stock to the investor on April 13, 2020, which provides that if the investor exercises the Participation Right for $10,000,000 of shares of the Company’s common stock, the investor will be entitled to purchase at the time of the closing of the offering, for $0.01 per share, a number of shares of the Company’s common stock equal to ten percent of the shares then held by the investor and its affiliates (including shares issuable upon conversion of the Series B-1 preferred stock), but excluding the amounts purchased by the investor or its affiliates in the offering or otherwise.

On May 26, 2020, the Company executed a License and Preservation Agreement with Laird Hamilton, a significant stockholder, and Gabrielle Reece, an immediate family member of Mr. Hamilton, which superseded the predecessor license and preservation agreement with both individuals. Among other modifications, the agreement (i) modified certain approval rights of Mr. Hamilton and Ms. Reece for use of their respective images, signatures, voices, and names (other than those owned by the Company), rights of publicity and common law and statutory rights to the foregoing in the Company’s products, (ii) modified certain assignment, change of control and indemnification provisions, and (iii) granted the Company the right to extend the term of the agreement for additional ten-year terms upon the expiration of the initial one-hundred year term. No additional consideration was exchanged in connection with the agreement.

The Company’s board of directors and stockholders approved a 2-for-1 split of the Company’s common stock, which was effected on August 19, 2020. The split divided each share of the Company’s issued and outstanding common stock into two shares of common stock and correspondingly adjusted the conversion prices of its convertible preferred stock. No fractional shares were issued in connection with the reverse split. The split was effective upon filing of the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation on August 19, 2020. The Company has reflected the effect of the 2-for-1 split of its common stock (and the corresponding adjustment of the conversion prices of its preferred stock) in these financial statements as if it had occurred at the beginning of the earliest period presented.

2. Prepaid Expenses and Other Current Assets

The following table presents the components of prepaid expenses and other current assets at December 31, 2019 and 2018:

 

     December 31,  
     2019     2018  

Prepaid advertising

   $ 74,400     $ —    

Prepaid inventory

     100,387       124,933  

Prepaid insurance

     37,251       24,802  

Prepaid subscriptions and license fees

     193,257       49,190  

Prepaid consulting

     69,813       124,504  

Prepaid, other

     71,445       61,603  

Other current assets

     44,255       109,107  
  

 

 

   

 

 

 

Total prepaid expenses and other current assets

   $ 590,808     $ 494,139  
  

 

 

   

 

 

 

During the year ended December 31, 2017, the Company provided services to a third-party media and advertising company. The Company did not receive any cash payment for this service; however, the third-party awarded the Company with $300,000 worth of future advertising, which was recorded as other income in the statement of operations. During the twelve months ended December 31, 2018,

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

the Company used $300,000 of the total awarded amount. During the years ended December 31, 2019, the Company did not use any of the total awarded amount as the credits were fully utilized in 2018. The balance at the end of December 31, 2019 in the amount of $74,400 relates to podcast advertising deposits that are anticipated to run in the first quarter of 2020.

3. Investment securities

Investment securities at December 31, 2019 consisted of the following:

 

     Amortized
cost
    Gross
unrealized
gains
    Gross
unrealized
losses
    Estimated fair
value
 

December 31, 2019

        

U.S Treasuries

   $ 5,485,435     $ -       $ (226   $ 5,485,209  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investment securities available-for-sale

   $ 5,485,435     $ -       $ (226   $ 5,485,209  
  

 

 

   

 

 

   

 

 

   

 

 

 

The investments have been in an unrealized loss position for less than twelve months. The amortized cost and estimated fair value of investment securities at December 31, 2019, by contractual maturity, are shown below.

 

     Available-for-sale  
     Amortized
cost
    Estimated fair
value
 

Due in one year or less

   $ 5,485,435     $ 5,485,209  
  

 

 

   

 

 

 

Total investment securities available-for-sale

   $ 5,485,435     $ 5,485,209  
  

 

 

   

 

 

 

Investment securities with an estimated fair value of $5,485,209 at December 31, 2019 were pledged to secure our revolving line of credit. See Note 5 for additional information.

The Company had maturities of five investment securities totaling $7,000,000 during the year ended December 31, 2019 and recognized a gain of $7,664.

4. Fair Value Measurements securities

Factors used in determining the fair value of our financial assets and liabilities are summarized into three broad categories:

 

   

Level 1 – quoted prices in active markets for identical securities as of the reporting date;

 

   

Level 2 – other significant directly or indirectly observable inputs, including quoted prices for similar securities, interest rates, prepayment speeds and credit risk; and

 

   

Level 3 – significant inputs that are generally less observable than objective sources, including our own assumptions in determining fair value.

The factors or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following tables summarize assets measured at fair value on a recurring basis (in thousands):

 

Fair Value at December 31, 2019

   Level 1     Level 2     Level 3  

U.S Treasuries

   $ 5,485,209     $ -       $ -    

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

The Company did not have any assets measured at fair value on a recurring basis at December 31, 2018.

The Company believes the carrying amounts of Cash and cash equivalents, Accounts receivable, Prepaid expenses and other current assets, Deposits, Other Assets, Accounts payable, Payroll liabilities and Accrued expenses are a reasonable approximation of the fair value of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved.

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

The Company’s non-financial assets, such as License agreements-intangibles, Inventory and Property and equipment, net, are recorded at fair value when an impairment is recognized.

5. Revolving Lines of Credit

On February 5, 2019, the Company entered into a revolving line of credit with First Interstate Bank (“FIB”) in a principal amount not exceeding $5,000,000. The line of credit is secured by the Company’s investment account held at FIB. The outstanding amounts under the line of credit have an interest rate calculated as LIBOR plus 2.0% per annum until paid in full. The loan agreement was renewed by the Company on February 26, 2020 and has a maturity date of February 5, 2021. The balance on the line of credit was $0 as of December 31, 2019. Management was in compliance with all financial covenants as of December 31, 2019.

On August 10, 2017, the Company entered into a revolving line of credit with East Asset Management, LLC (“East”) in a principal amount not exceeding the lesser of the borrowing base or $3,000,000. Upon the mutual agreement of the Company and East, the primary revolving line of credit may be expanded to $10,000,000, subject to an increase in the borrowing base. The borrowing base is comprised of (a) up to 90% of eligible accounts receivable aged 90 days or less from due date utilizing the average of a trailing three months of actual book value, plus (b) up to 90% of inventory and prepaid inventory book values utilizing the average of a trailing three months of actual book value. The outstanding amounts under the line of credit have a fixed interest rate of 15% per annum until paid in full and the line of credit has a maturity date of August 10, 2022. In the event of default, the interest rate would increase to 20% while such default exists. The line of credit is secured by a security interest in accounts receivable and inventory.

The balance on the line of credit was $0 as of both December 31, 2019 and 2018. Management was in compliance with all financial covenants as of December 31, 2019 and 2018.

A secondary line of credit with East in an amount up to $200,000 is available to the Company, which is not subject to the requirements of the borrowing base. The secondary line of credit is secured by a security interest in the Company’s accounts receivable and inventory. The secondary line is available with the same draw and payback conditions as the primary line.

East was also granted a right of first refusal on any future equity offerings by the Company to purchase up to 20% of equity in any such offerings at a 20% price per share discount, excluding (a) shares representing, in the aggregate, not more than five percent of the Company’s issued and outstanding capital stock on a fully-diluted basis, issued to employees, consultants or directors

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

pursuant to incentive plans; (b) shares issued for consideration other than cash pursuant to a merger, consolidation, strategic alliance, acquisition or similar business combination; (c) shares issued in connection with any distribution dividend, conversion or recapitalization; (d) shares issued pursuant to any bona fide arms’ length equipment loan or leasing agreement, real property leasing agreement, or debt financing from a financial institution; (e) shares issued in connection with strategic transactions involving the Company and other entities, such as joint ventures, manufacturing, marketing or distribution agreements (provided that in the case of clauses (d) and (e), such issuance represents ten percent or more of the Company’s issued and outstanding capital stock on a fully-diluted basis); and (f) shares issued pursuant to a registration statement filed under the Securities Act of 1933, as amended, in connection with an initial public offering.

6. Long-term Debt

The following table presents the components of long-term debt:

 

     December 31,  
     2019     2018  

Forgivable loan, City of Sisters

   $ 51,000     $ 51,000  

Forgivable loan, Deschutes County

     -         50,000  
  

 

 

   

 

 

 

Long-term debt

   $ 51,000     $ 101,000  
  

 

 

   

 

 

 

City of Sisters

On May 30, 2017, the Company entered into a forgivable loan agreement with the City of Sisters in the amount of $51,000. This forgivable loan was issued to help the Company expand its business operations in the city of Sisters, Oregon through eligible jobs. The Company has until May 30, 2020 to create jobs for 30 full-time employees with an average annual salary of $40,000 per person, and, once created and filled, the Company must maintain those jobs for an additional period of three years for the loan to be converted to a grant. If the requirements are not met, the Company is required to pay the loan in full, including interest of 8 percent per annum on the unpaid principal amount. The Company created the eligible jobs as of April 1, 2018.

Deschutes County

On April 11, 2018, the Company entered into a forgivable loan agreement with Deschutes County, Oregon in an amount up to $50,000. This forgivable loan was issued to help the Company expand its business operations in the city of Sisters, Oregon by increasing employment and investing in equipment and building improvements. Per the agreement, the Company had until December 31, 2019 to create jobs for 25 full-time employees with an average annual salary of $47,960 per person, and, once created and filled, must maintain those eligible jobs for an additional period of one year for the loan to be converted to a grant. If the requirements are not met, the Company would have been required to pay the loan in full, including interest of 8 percent per annum on the unpaid principal amount. The Company created the eligible jobs as of March 19, 2018 and received funds from the forgivable loan on June 22, 2018. The Company met the one-year requirement and the loan was converted to a grant effective June 12, 2019.

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

7. Property and Equipment

Property and equipment is comprised of the following as of December 31, 2019 and 2018:

 

     December 31,  
     2019     2018  

Factory equipment

   $ 2,011,297     $ 929,195  

Land

     947,394       -    

Furniture and office equipment

     465,972       175,374  

Leasehold improvements

     194,696       42,031  

Construction in process

     -         7,979  
  

 

 

   

 

 

 
     3,619,359       1,154,579  

Accumulated depreciation

     (466,073     (168,791
  

 

 

   

 

 

 

Property and equipment, net

   $ 3,153,286     $ 985,788  
  

 

 

   

 

 

 

8. Commitments and Contingencies

The Company historically leased its warehouse space under a commercial lease with DDA Realty, LLC (formerly owned by Personalized Nutrients, LLC), dated September 30, 2016. The lease commenced on October 1, 2016, with monthly payments of $3,000 and a lease term that expired June 30, 2017. Under mutual agreement of both parties, the Company continued leasing the warehouse space through February 2018 on a month-to-month basis.

The Company historically leased office space under operating leases with Sisters Commercial II LLC. The original lease commenced on May 3, 2017, with additional suite leases beginning on January 4, 2018, February 16, 2018 and May 21, 2018. Total monthly payments for all office spaces was $1,975 and was on a month-to-month basis. On September 11, 2019 the Company provided 30-day written notice of intent to vacate the properties and terminated the lease as of October 11, 2019.

The Company currently leases its warehouse space under a commercial lease with RII Lundgren Mill, LLC, dated March 1, 2018. The lease commenced March 1, 2018 with monthly payments of $6,475, to escalate after 24 months by the lesser of 3% or the CPI index adjustment. The initial lease term is ten years, and the Company has the option to renew the lease for two additional five-year periods. The landlord has paid for many tenant improvements; however, the Company committed to reimbursing the landlord, in additional rents, for specific improvements. On November 20, 2018, the Company completed the reimbursement of $797,471. The Company also issued the landlord 2,000 stock options on April 15, 2018 with a strike price of $7.50 per share in conjunction with this lease agreement.

The Company executed a second lease for additional warehouse and office space under a commercial lease with RII Lundgren Mill, LLC, dated December 17, 2018. The lease commenced on July 1, 2019 with monthly payments of $12,784, to escalate after 24 months by the lesser of 3% or the CPI index adjustment. The initial lease term is ten years, and the Company has the option to renew the lease for two additional five-year periods. The landlord has paid for many tenant improvements; however, the Company committed to reimbursing the landlord, in additional rents, for specific improvements. On December 20, 2018, the Company completed the initial reimbursement of

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

$1,202,529. The Company made the final reimbursement in the amount of $1,399,001 on December 31, 2019.

On January 25, 2019, the Company executed a commercial lease agreement for storage space with Earthwood Development, LLC. The initial lease term is six months and commenced on March 1, 2019. Monthly payments are $415. Under mutual agreement of both parties, the Company is continuing to lease the warehouse space on a month-to-month basis.

On April 18, 2018, the Company executed a land real estate sales agreement, securing an option to acquire lots adjacent to its current manufacturing facility for an earnest money deposit of $40,000. The Company elected to complete the land purchase in Sisters, Oregon for an additional $903,506 on March 15, 2019.

On May 26, 2019, the Company executed and commenced an agricultural license agreement for the lease of agricultural land in Hanalei, Hawaii with PRW Princeville Development Company LLC. Total monthly payments will be the greater of $1,000 or eight percent of total monthly gross sales of the business done and/or generated on, in, into or from the premises. The initial lease term is five years, with one option to extend the term by five years. The agreement was subsequently amended on September 19, 2019 to include a termination clause if the storefront and property in the Hanalei, Hawaii Lease, discussed below, is not executed. The amendment also expanded the permitted access to include access through other property to the public roadway.

On May 26, 2019, the Company executed a license agreement with PRW Princeville Development Company LLC for storefront and property in Hanalei, Hawaii. Initially, total monthly payments will be the greater of $1,000 or eight percent of total monthly gross sales of the business done and/or generated on, in, into or from the property. The initial lease term is five years, with one option to extend the term by five years. The agreement will commence upon receipt of applicable permits, and if not obtained by January 1, 2020, the lease will terminate. The agreement was subsequently amended on September 19, 2019 to extend the initial permitting period from January 1, 2020 to July 1, 2020, and the payment terms to include the monthly minimum lease payment due the first of the month, with a reconciliation to gross sales in the subsequent month.

The following table sets forth the amounts of our significant contractual obligations and commitments with definitive payment terms as of December 31, 2019:

 

Payments Due by Period

   Operating
Leases(1)
    Note
Payable
    Total  

2020

   $ 233,047     $ -       $ 233,047.00  

2021

     237,737       51,000       288,737  

2022

     244,869       -         244,869  

2023

     252,216       -         252,216  

2024

     259,782       -         259,782  

Thereafter

     1,132,122       -         1,132,122  
  

 

 

   

 

 

   

 

 

 
   $ 2,359,773     $ 51,000     $ 2,410,773  
  

 

 

   

 

 

   

 

 

 

 

(1)

Operating lease obligations related to our manufacturing facility leases dated March 1, 2018 and December 17, 2018.

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

Rent expense is allocated to general and administrative expenses and cost of goods sold upon the sale of inventory. Rent expense for the years ended December 31, 2019 and 2018 was $520,835 and $220,588, respectively.

9. Deferred Tax Assets and Liabilities

The provision for income taxes results in effective tax rates which are different than the U.S. federal income tax statutory rate. A reconciliation of the differences for the years ended December 31, 2019 and 2018 was as follows:

 

     2019     2018  

Expected income tax benefit at federal statutory rate

   $ 1,785,829     $ 1,776,482  

Expected income tax benefit at state statutory rates net of federal tax benefit

     364,820       362,910  

Stock based compensation

     (231,609     (229,090

Change in valuation allowances – net

     (2,176,799     (1,965,156

Other – net

     257,759       54,854  
  

 

 

   

 

 

 

Benefit from income taxes

   $ -       $ -    
  

 

 

   

 

 

 

Effective tax rate

     0     0

The Company had a tax net loss for the twelve months ended December 31, 2019 and 2018, and therefore expects no assessment of income taxes for such periods. Additionally, the net deferred tax assets are fully allowed for. Accordingly, there was no provision for, or benefit from, income taxes reported for the years ended December 31, 2019 and 2018. The Company’s deferred tax assets and liabilities consisted of the following as of December 31, 2019 and 2018:

 

     December 31,  
     2019     2018  

Noncurrent deferred tax assets:

    

Federal net operating loss carryforwards

   $ 3,470,371     $ 1,993,273  

State net operating loss carryforwards

     1,285,488       675,523  

Accrued – PTO

     53,525       -    
  

 

 

   

 

 

 

Total noncurrent deferred tax assets

     4,809,384       2,668,796  

Noncurrent deferred tax liabilities:

    

Federal depreciation and amortization

   $ 179,720     $ 184,883  

State depreciation and amortization

     45,490       76,538  
  

 

 

   

 

 

 

Total noncurrent deferred tax liabilities

     225,210       261,421  

Net noncurrent deferred tax assets

   $ 4,584,174     $ 2,407,375  

Valuation allowance

     (4,584,174     (2,407,375
  

 

 

   

 

 

 

Total net noncurrent deferred tax assets

   $ -       $ -    
  

 

 

   

 

 

 

The Company assesses its deferred tax assets and liabilities to determine if it is more likely than not they will be realized; if not, a valuation allowance is required to be recorded. Based on this guidance, the Company provided a valuation allowance for the full amount. The net increase in the valuation allowance for deferred tax assets and liabilities for the twelve months ended December 31, 2019 and 2018 was $2,176,799 and $1,965,156, respectively. This valuation allowance included the

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

estimated tax benefit of $59 related to the unrealized loss on investment securities available-for-sale. At December 31, 2019 and December 31, 2018, the Company had U.S. federal net operating losses (“NOLs”) totaling approximately $17,546,110 and $10,174,054 respectively. The Company had federal NOLs at December 31, 2019 and 2018 totaling approximately $1,868,077 from 2017 and prior years that can be carried forward for 20 years, which begin to expire in 2036. At December 31, 2019 and 2018, the Company had federal NOLs totaling approximately $15,678,033 and $8,305,977, respectively from 2018 and future years that can be carried forward indefinitely.

GAAP requires management to evaluate and report information regarding its exposure to various tax positions taken by the Company. The Company has determined whether there are any tax positions that have met the recognition threshold and has measured the Company’s exposure to those tax positions. Management believes that the Company has adequately addressed all relevant tax positions and that there are no unrecorded tax liabilities.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. U.S. and state jurisdictions have statutes of limitations that generally range from 3 to 5 years.

10. Stock Incentive Plan

The Company adopted a stock incentive plan (the “2018 Stock Incentive Plan”) on November 19, 2018, to provide common stock options to Company employees and consultants. Previously, the Company was subject to its 2016 stock incentive plan (the “2016 Stock Incentive Plan,” or collectively the “Stock Incentive Plans”). Under the Company’s Stock Incentive Plans, the Company may award incentive stock options, non-qualified stock options, and restricted stock. The Stock Incentive Plans were established to reward employees and others who contribute to the success and profitability of the Company, and to give such individuals an interest in the Company, thereby enhancing their personal interest in the Company’s continued success. The Stock Incentive Plans also assists the Company in attracting and retaining key employees and consultants.

The Stock Incentive Plans prescribe various terms and conditions for the award of options and the total number of shares authorized for this purpose. For options, the strike price is equal to the fair market value of the Company’s stock price at the date of grant. Generally, options become exercisable based on years of service and vesting schedules, and expire after (i) a period of ten years from the date of grant, (ii) three months following the date of termination of employment from the Company, (iii) one year following the date of termination from the Company by reason of death or disability, (iv) the date of termination of employment for cause, or (v) the fifth anniversary of the date of the grant if it is held by a 10 percent or greater stockholder.

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

The following table summarizes the Company’s stock option activity during the years ended December 31, 2019 and 2018:

 

     December 31, 2019  
     Options
Activity
    Weighted Average
Exercise Price

(per share)
    Weighted Average
Remaining
Contractual Term
(years)
    Aggregate
intrinsic value
 

Balance at January 1, 2019

     641,500     $ 5.99       7.13     $ 4,057,973  

Granted

     297,900       12.39      

Exercised/released

     (21,140     2.40      

Cancelled/forfeited

     (129,732     6.46      
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2019

     788,528     $ 8.42       7.17     $ 4,799,381  
  

 

 

   

 

 

   

 

 

   

 

 

 

Exercisable at December 31, 2019

     376,506     $ 5.83       6.20     $ 3,265,254  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     December 31, 2018  
     Options
Activity
    Weighted Average
Exercise Price
(per share)
    Weighted Average
Remaining
Contractual Term
(years)
    Aggregate
intrinsic value
 

Balance at January 1, 2018

     309,700     $ 2.43       8.73     $ 1,570,800  

Granted

     342,300       9.21      

Exercised/released

     (4,000     3.38      

Cancelled/forfeited

     (6,500     7.62      
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2018

     641,500     $ 5.99       7.13     $ 4,057,973  
  

 

 

   

 

 

   

 

 

   

 

 

 

Exercisable at December 31, 2018

     188,804     $ 2.62       7.66     $ 1,830,028  
  

 

 

   

 

 

   

 

 

   

 

 

 

Stock-based compensation expense is recognized ratably over the requisite service period for all awards. As a result of applying the provisions of ASC 718, “Compensation- Stock Compensation’ (“ASC 718”) and ASC 505-50, “Equity, Equity-Based Payment to Non-Employees” (“ASC 505-50”) during the year ended December 31, 2019 the Company recognized stock compensation expense of $846,436 and $69,375 in bonuses which were paid out in common stock, and $905,843 for the year ended December 31, 2018.

At December 31, 2019 and 2018, there was $1,474,669 and $1,233,473, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements.

ASC 718 and ASC 505-50 requires the use of the fair-value-based method for measuring the value of stock-based compensation. The Company estimates the fair value of each stock option award on the date of grant using a Black-Scholes option-pricing model. The estimated fair value of each grant of stock options awarded during the twelve months ended December 31, 2019 and 2018 was determined using the following assumptions:

 

   

Expected Term. Due to the lack of a public market for the trading of shares of the Company’s common stock and the lack of sufficient company-specific historical data, the expected term

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

 

of employee stock options is determined using the “simplified” method, as prescribed in SEC Staff Accounting Bulletin (“SAB”) No. 107 (“SAB 107”), whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option.

 

   

Risk-free Interest Rate. The risk-free interest rate is based on the interest rate payable on United States Treasury yield curve in effect at the time of grant for a period that is commensurate with the assumed expected term.

 

   

Dividend Yield. The dividend yield is 0% because the Company has never paid, and for the foreseeable future does not expect to pay, dividend on its shares of common stock.

 

   

Expected Volatility. The expected volatility is based on the volatility of the Company’s stock price from historical private offerings, combined with the historical stock prices of identified peer companies. Given the limited history of both the Company and comparable publicly traded peer companies, the available historical stock prices do not cover the expected term of the option. However, the Company determined that the calculated volatility still provides an appropriate basis for a reasonable and fair estimate.

The inputs and assumptions used to estimate the fair value of share-based payment awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different inputs and assumptions, the Company’s share-based compensation expense could be materially different for future awards.

For the twelve months ended December 31, 2019 and 2018, the grant-date fair value of stock options was estimated at the time of grant using the following weighted-average inputs and assumptions in the Black-Scholes option pricing model:

 

     Years Ended December 31,  
     2019     2018  

Weighted-average expected volatility

     61.50     60.44

Weighted-average expected term (years)

     6.01       5.95  

Weighted-average expected risk-free interest rate

     2.28     2.75

Dividend yield

     0.00     0.00
  

 

 

   

 

 

 

Weighted-average fair value of options granted

   $ 7.15     $ 5.32  

11. Preferred Stock

The Company is authorized to issue 1,329,680 shares of preferred stock at a par value of $0.001, including 1,117,426 shares of Series A-1 preferred stock, including 609,078 which were undesignated preferred, and 152,253 shares of Series A-2 preferred stock, of which 162,340 shares of Series A-1 preferred stock and 152,253 shares of Series A-2 preferred stock were outstanding as of December 31, 2019; and 771,417 shares of Series A-1 preferred stock and 152,253 shares of Series A-2 preferred stock were outstanding as of December 31, 2018.

Series A-1 and A-2 Preferred Stock

Effective November 19, 2018, the Company executed a capital transaction of $25,000,000 with a private investor, with $15 million funded at the closing date and an additional $10,000,000 to be funded one year following the execution. The additional tranche was determined to be embedded in

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

the initial agreement and not subject to bifurcation accounting. The investing entity received Series A-1 preferred stock, carrying certain standard protective provisions.

In conjunction with this equity infusion, in November and December 2018, the Company further sold to existing stockholders an additional $7,000,000 of shares of Series A-1 and A-2 preferred stock, carrying the same standard protective provisions noted above, partially offset by redemptions of common stock of $670,133. One additional redemption of common stock was completed in January 2019 for $1,079,878.

All shares of Series A-1 and A-2 preferred stock issued are convertible into common stock at any time at the option of the holder, or mandatorily convertible into common stock upon the event of an initial public offering. The Series A-1 and A-2 preferred stock are redeemable upon the occurrence of a deemed liquidation event. The Company determined that this redemption feature requires classification of both Series A-1 and A-2 preferred stock as mezzanine equity in our balance sheet as of December 31, 2019 and December 31, 2018. Shares of preferred stock are entitled to non-cumulative dividends paid on as as-converted basis when, and if, paid to common stock. In the event of liquidation, shares of preferred stock receive a per share amount equal to the greater of the original purchase price plus accrued dividends in preference of the common stockholders, or the amount that holders of preferred stock would receive on an as-converted basis. Preferred stock carry pro rata participation rights in subsequent issuances of securities.

Shares of Series A-2 preferred stock were issued at a 20% discount, based on preexisting terms in a line of credit agreement with the investor. As a result, the $673,133 was recorded as a reduction to additional paid-in-capital in 2018 and was considered a deemed dividend increasing the net loss attributable to common stockholders.

On November 18, 2019, the Company negotiated the repurchase of 609,013 shares of Series A-1 preferred stock from a private investor for $7,500,000, or $12.32 per share. At of the time of repurchase, the carrying value of the shares of Series A-1 preferred stock outstanding on the balance sheet was $14,999,901, or a value of $24.63 per share. The favorable rate at which the shares were able to be negotiated resulted in a deemed contribution of $7,448,879 which was included in net loss available to common stockholders.

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

12. Earnings per Share

Basic earnings per share is determined by dividing net loss attributable to Laird Superfood, Inc. common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is similarly determined, except that the denominator is increased to include the number of additional common and preferred shares that would have been outstanding if all dilutive potential common and preferred shares had been issued. Dilutive potential common and preferred shares consist principally of employee stock options and convertible preferred stock issued by the Company and are calculated using the treasury stock method. Basic earnings per share is reconciled to diluted earnings per share in the following table:

 

     Years Ended December 31,  
     2019     2018  

Net loss

   $ (8,503,948   $ (8,459,436

Deemed dividend of beneficial conversion feature

     -         (749,998

Deemed contribution from the redemption of preferred stock

     7,448,879    
  

 

 

   

 

 

 

Net loss attributable to Laird Superfood, Inc. common stockholders

   $ (1,055,069   $ (9,209,434
  

 

 

   

 

 

 

Weighted average shares outstanding - basic

     3,668,050       3,541,563  

Dilutive securities

     -         -    
  

 

 

   

 

 

 

Weighted average shares outstanding - diluted

     3,668,050       3,541,563  
  

 

 

   

 

 

 

Common stock equivalent shares excluded due to anti-dilutive effect

     2,492,375       844,654  
  

 

 

   

 

 

 

Basic and diluted:

    

Net loss per share (basic)

   $ (0.29   $ (2.60
  

 

 

   

 

 

 

Net loss per share (diluted)

   $ (0.29   $ (2.60
  

 

 

   

 

 

 

13. Concentrations

The Company had 81 percent trade accounts receivable from three customers at December 31, 2019. The Company had 24 percent of trade accounts receivable from two customers at December 31, 2018.

The Company had 55 percent of accounts payable due to four vendors at December 31, 2019. The Company had 84 percent of accounts payable due to two vendors at December 31, 2018.

The Company sold a substantial portion of products to one customer (11%) for the year ended December 31, 2019. As of December 31, 2019 the amount due from this customer included in accounts receivable was $176,957. The Company had no significant revenue concentration for the year ended December 31, 2018. The loss of a significant customer, or the failure to attract new customers, could have an adverse effect on the Company’s business, results of operation and financial condition.

The Company purchased a substantial portion of products from three suppliers (66%) for the year ended December 31, 2019, and from three suppliers (70%) for the year ended December 31, 2018. The loss of any major supplier could have a material adverse impact on the Company’s results of operations, cash flows and financial position.

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

14. Related Party

The Company conducts business with suppliers and service providers who are also stockholders of the Company. From time to time, service providers are offered shares of common stock as compensation for their services. Shares provided as compensation are calculated based on the fair value of the service provided and the most recent equity offering price per share. Additional material related party transactions are noted below.

License Agreements

On November 19, 2018, the Company executed a License and Preservation Agreement with Laird Hamilton, a significant stockholder, and Gabrielle Reece, an immediate family member of Mr. Hamilton, which superseded the predecessor license agreements with both individuals. The agreement added specific terms related to noncompetition and allowable usage of the property under the license. No additional consideration was exchanged in connection with the agreements and the life of the agreement was set at 100 years.

On May 2, 2018, the Company entered into the GR License. Pursuant to the GR License, Gabrielle Reece granted the Company rights to her name, signature, voice, picture, image, likeness and biographical information commencing on July 1, 2015 in exchange for $100. See additional discussion related to the GR License in Note 1 of the financial statements.

On August 3, 2015, the Company entered into the LH License. This agreement stated Laird Hamilton’s contribution to the Company was in the form of intellectual property, granting the Company the right to use Laird Hamilton’s name and likeness in exchange for 660,000 shares of equity in the Company valued at $132,000. See additional discussion related to the LH License in Note 1 of the financial statements.

15. Revenue Recognition

On January 1, 2019, the Company adopted ASU 2014-09, using the modified retrospective method for all contracts not completed as of the date of adoption. Adoption of ASU 2014-09 did not have a material effect on the results of operations, financial position or cash flows of the Company. See additional discussion in Note 1. Additionally, the Company evaluated the impact of the new standard on certain common practices currently employed by us and by other manufacturers of consumer products, such as scan-based trading, product rebate and other pricing allowances, product returns, trade promotions, sales broker commissions and slotting fees, which are estimated at the end of each reporting period.

The Company’s primary source of revenue is sales of coffee creamers, hydration and beverage enhancing supplements, and coffee, tea and hot chocolate products. The Company recognizes revenue when control of the promised good or service is transferred to the customer and in amounts that the Company expects to collect. The timing of revenue recognition takes into consideration the various shipping terms applicable to the Company’s sales. Each delivery or shipment made to a third party customer is considered to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. The Company is entitled to collection of the sales price under normal credit terms.

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

In accordance with ASC Topic 606, the Company disaggregates net sales from contracts with customers based on the characteristics of the products sold:

 

     Years ended December 31,  
     2019     2018  
     $     % of Total     $     % of Total  

Coffee Creamers

   $ 9,330,678       71.2   $ 5,611,857       67.7

Hydration and Beverage Enhancing Supplements

     2,022,269       15.4     956,967       11.5

Coffee, Tea, and Hot Chocolate Products

     1,930,434       14.7     1,347,297       16.2

Other

     471,097       3.6     233,024       2.8
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross Sales

     13,754,478       105.0     8,149,145       98.3

Shipping income

     464,551       3.5     450,523       5.4

Returns and discounts

     (1,115,301     -8.5     (308,586     -3.7
  

 

 

   

 

 

   

 

 

   

 

 

 

Sales, net

   $ 13,103,728       100.0   $ 8,291,082       100.0
  

 

 

   

 

 

   

 

 

   

 

 

 

The Company generates revenue through three channels: online, wholesale, and food service:

 

     Years ended December 31,  
     2019     2018  
     $     %     $     %  

Online

   $ 7,646,864       58.4   $ 5,729,258       69.1

Wholesale

     5,295,024       40.4     2,560,199       30.9

Food Service

     161,840       1.2     1,625       0.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Sales, net

   $ 13,103,728       100.0   $ 8,291,082       100.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Contract assets and liabilities (rewards programs, accrued returns, and customer deposits) are considered insignificant. Receivables from contracts with customers are included in Accounts Receivable, net on the Company’s balance sheets. At December 31, 2019 and 2018, Accounts receivable, net included, $384,806 and $374,872, respectively, in receivables from contracts with customers.

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

16. Quarterly Financial Information (unaudited)

The following tables present the summary results for the eight quarters ending December 31, 2019. This unaudited quarterly information has been prepared on a consistent basis with the audited financial statements and, in the opinion of management, includes all adjustments which management believes are necessary for a fair presentation of the information for the periods presented. The Company’s unaudited quarterly operating results may fluctuate significantly as a result of a variety of factors, and operating results for any quarter are not necessarily indicative of results for a full year or future quarters.

 

     2019
(unaudited)
 
     December 31     September 30     June 30     March 31     Four Quarters  

Statement of Operations Data:

          

Sales, net

   $ 4,171,086     $ 3,487,335     $ 2,954,190     $ 2,491,117     $ 13,103,728  

Cost of goods sold

     (2,722,605     (2,026,930     (1,804,956     (1,464,603     (8,019,094
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     1,448,481       1,460,405       1,149,234       1,026,514       5,084,634  

Operating expenses:

          

General and administrative

     1,491,383       1,376,302       1,426,954       906,545       5,201,184  

Research and product development

     137,872       109,978       42,866       33,568       324,284  

Sales and marketing

     2,045,841       2,385,080       2,018,646       1,861,570       8,311,137  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     3,675,096       3,871,360       3,488,466       2,801,683       13,836,605  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (2,226,615     (2,410,955     (2,339,232     (1,775,169     (8,751,971

Other (expense) income

     67,519       37,773       88,047       54,684       248,023  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (2,159,096   $ (2,373,182   $ (2,251,185   $ (1,720,485   $ (8,503,948

Deemed contribution from the redemption of preferred stock

   $ 7,448,879           $ 7,448,879  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Laird Superfood, Inc. common stockholders

   $ 5,289,783     $ (2,373,182   $ (2,251,185   $ (1,720,485   $ (1,055,069
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share, basic

   $ 1.31     $ (0.66   $ (0.64   $ (0.49  

Shares used in computing net loss per share,
basic

     4,045,056       3,592,735       3,520,338       3,509,009    

Net income (loss) per share, diluted

   $ 0.95     $ (0.66   $ (0.64   $ (0.49  

Shares used in computing net loss per share, diluted

     5,552,038       3,592,735       3,592,735       3,509,009    

 

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LAIRD SUPERFOOD, INC.

Notes to Financial Statements

 

     2018
(unaudited)
 
     December 31     September 30     June 30     March 31     Four Quarters  

Statement of Operations Data:

          

Sales, net

   $ 2,183,527     $ 2,160,202     $ 2,175,641     $ 1,771,712     $ 8,291,082  

Cost of goods sold

     (1,391,263     (1,383,967     (1,606,737     (1,246,155     (5,628,122
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     792,264       776,235       568,904       525,557       2,662,960  

Operating expenses:

          

General and administrative

     3,292,994       1,064,968       954,656       513,417       5,826,035  

Research and product development

     30,588       31,300       27,722       29,877       119,487  

Sales and marketing

     1,320,508       1,170,879       1,346,043       1,309,504       5,146,934  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     4,644,090       2,267,147       2,328,421       1,852,798       11,092,456  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (3,851,826     (1,490,912     (1,759,517     (1,327,241     (8,429,496

Other (expense) income

     9,981       (14,766     (15,670     (9,485     (29,940
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (3,841,845   $ (1,505,678   $ (1,775,187   $ (1,336,726   $ (8,459,436

Less deemed dividend of beneficial conversion feature amortization

     (749,998     -         -         -         (749,998
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Laird Superfood, Inc. common stockholders

   $ (4,591,843   $ (1,505,678   $ (1,775,187   $ (1,336,726   $ (9,209,434
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share, basic and diluted

   $ (1.27   $ (0.41   $ (0.49   $ (0.41  

Shares used in computing net loss per share, basic and diluted

     3,627,695       3,641,108       3,630,420       3,261,914    

17. Impact of COVID-19

Since January of 2020, the coronavirus (COVID-19) outbreak, characterized as a pandemic by the World Health Organization on March 11, 2020, has caused significant disruptions in international and U.S. economies and markets. Since the beginning of our first quarter of 2020 demand for our shelf-stable powdered coffee creamers, hydration and beverage enhancing supplements, and coffee products has risen as consumers prepare more meals in their homes. We believe we are taking all reasonable precautions in the management of our operations in response to the outbreak of COVID-19. Our top priority is the health and safety of our employees, and we are following published guidelines by the Center for Disease Control (CDC) and other governmental health organizations in implementing procedures to protect or employees. In addition, we have implemented strict sanitation protocols throughout our operations, and restricted access to visitors, as we work in a critical infrastructure industry as part of the nation’s food supply. The pandemic is an ever evolving and challenging situation and its impact on our business in the future is uncertain.

 

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LAIRD SUPERFOOD, INC.

BALANCE SHEETS

(Unaudited)

 

    As of     Pro Forma as of  
    December 31, 2019     June 30, 2020     June 30, 2020  
Assets

 

Current assets

     

Cash and cash equivalents

  $ 1,004,109     $ 8,549,176     $ 8,549,176  

Accounts receivable, net

    384,806       709,017       709,017  

Investment securities available-for-sale

    5,485,209       4,506,333       4,506,333  

Inventory

    2,435,965       3,483,975       3,483,975  

Prepaid expenses and other current assets

    590,808       708,848       708,848  

Deposits

    143,327       436,861       436,861  
 

 

 

   

 

 

   

 

 

 

Total current assets

    10,044,224       18,394,210       18,394,210  
 

 

 

   

 

 

   

 

 

 

Noncurrent assets

     

Property and equipment, net

    3,153,286       2,761,713       2,761,713  

Fixed assets held for sale

    -         250,000       250,000  

Licensing agreement - intangible

    132,100       132,100       132,100  

Deferred rent

    3,057,432       2,876,755       2,876,755  

Other assets

    15,143       263,939       263,939  
 

 

 

   

 

 

   

 

 

 

Total noncurrent assets

    6,357,961       6,284,507       6,284,507  
 

 

 

   

 

 

   

 

 

 

Total assets

  $ 16,402,185     $ 24,678,717     $ 24,678,717  
 

 

 

   

 

 

   

 

 

 
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)

 

Current liabilities

     

Accounts payable

  $ 724,751     $ 1,292,839     $ 1,292,839  

Payroll liabilities

    491,092       658,668       658,668  

Accrued expenses

    301,046       456,990       456,990  
 

 

 

   

 

 

   

 

 

 

Total current liabilities

    1,516,889       2,408,497       2,408,497  
 

 

 

   

 

 

   

 

 

 

Long-term liabilities

     

Note payable

    51,000       51,000       51,000  
 

 

 

   

 

 

   

 

 

 

Total long-term liabilities

    51,000       51,000       51,000  
 

 

 

   

 

 

   

 

 

 

Total liabilities

    1,567,889       2,459,497       2,459,497  
 

 

 

   

 

 

   

 

 

 

Commitments and contingencies (Note 9)

     

Convertible preferred stock

     

Preferred stock, $0.001 par value, 1,061,720 and 1,329,680 shares authorized as of June 30, 2020 and December 31, 2019, respectively; Series A-1 Preferred Stock, 162,340 shares authorized, issued, and outstanding as of June 30, 2020; 1,177,426 shares authorized, 162,340 outstanding, and 609,078 undesignated as of December 31, 2019; Series A-2 Preferred Stock, 152,253 shares authorized, issued, and outstanding as of June 30, 2020 and December 31, 2019; Series B-1 Preferred Stock 383,142 shares authorized, issued, and outstanding as of June 30, 2020; Series B-2 Preferred Stock 363,985 shares authorized; 0 issued and outstanding as of June 30, 2020

    6,722,951       15,929,297       -    
 

 

 

   

 

 

   

 

 

 

Total convertible preferred stock

    6,722,951       15,929,297       -    
 

 

 

   

 

 

   

 

 

 

Stockholders’ equity (deficit)

     

Common stock, $0.001 par value, 9,600,000 shares authorized; 4,695,248 and 4,330,500 issued and outstanding at June 30, 2020, respectively; 4,551,950 and 4,188,558 issued and outstanding at December 31, 2019, respectively

    4,188       4,330       5,726  

Additional paid-in capital

    27,184,250       30,346,961       46,274,862  

Accumulated other comprehensive income (loss)

    (226     17,119       17,119  

Accumulated deficit

    (19,076,867     (24,078,487     (24,078,487
 

 

 

   

 

 

   

 

 

 

Total stockholders’ equity (deficit)

    8,111,345       6,289,923       22,219,220  
 

 

 

   

 

 

   

 

 

 

Total liabilities, convertible preferred stock and stockholders’ equity (deficit)

  $ 16,402,185     $ 24,678,717     $ 24,678,717  
 

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

F-33


Table of Contents

LAIRD SUPERFOOD, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

    For the Three Months Ended
June 30,
    For the Six Months Ended
June 30,
 
            2020                     2019                     2020                     2019          

Sales, net

  $ 5,608,830     $ 2,954,190     $ 11,092,055     $ 5,445,307  

Cost of goods sold

    (4,285,128     (1,804,956     (7,650,736     (3,269,325
 

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    1,323,702       1,149,234       3,441,319       2,175,982  
 

 

 

   

 

 

   

 

 

   

 

 

 

General and administrative

       

Salaries, wages and benefits

    804,903       648,933       1,621,075       1,120,168  

Stock-based compensation

    116,249       238,080       299,452       291,715  

Professional fees

    191,130       100,689       373,177       218,709  

Office expense

    108,883       120,319       222,248       180,481  

Occupancy

    56,343       27,522       109,774       43,891  

Merchant service fees

    89,014       38,666       145,049       67,583  

Netsuite subscription expense

    30,923       39,719       57,318       77,433  

Impairment on asset held for sale

    239,734       -         239,734       -    

Other expense

    195,263       213,026       364,185       333,519  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total general and administrative expenses

    1,832,442       1,426,954       3,432,012       2,333,499  
 

 

 

   

 

 

   

 

 

   

 

 

 

Research and product development

       

Salaries, wages and benefits

    72,931       30,765       147,833       54,720  

Stock-based compensation

    2,192       1,752       4,384       3,504  

Other expense

    42,673       10,349       108,894       18,211  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total research and product development expenses

    117,796       42,866       261,111       76,435  
 

 

 

   

 

 

   

 

 

   

 

 

 

Sales and marketing

       

Salaries, wages and benefits

    697,547       690,011       1,443,556       1,185,521  

Stock-based compensation

    35,938       (9,928     110,434       30,879  

General marketing

    261,662       456,700       570,884       852,693  

Advertising

    1,154,060       556,874       2,090,423       1,168,396  

Amazon selling fee

    208,317       126,681       395,889       227,495  

Travel expense

    3,950       92,748       73,964       184,041  

Other expense

    34,227       105,560       103,367       231,195  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total sales and marketing expenses

    2,395,701       2,018,646       4,788,517       3,880,220  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    4,345,939       3,488,466       8,481,640       6,290,154  
 

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (3,022,237     (2,339,232     (5,040,321     (4,114,172
 

 

 

   

 

 

   

 

 

   

 

 

 

Other income

       

Interest and dividend income

    8,170       38,047       31,024       92,729  

Gain on sale of available-for-sale securities

    7,677       -         7,677       -    

Grant income

    -         50,000       -         50,000  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total other income

    15,847       88,047       38,701       142,729  
 

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (3,006,390     (2,251,185     (5,001,620     (3,971,443

Benefit from income taxes

    -         -         -         -    
 

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (3,006,390   $ (2,251,185   $ (5,001,620   $ (3,971,443
 

 

 

   

 

 

   

 

 

   

 

 

 

Less deemed dividend of beneficial conversion feature

    (825,366     -         (825,366     -    

Less deemed dividend on warrant discount

    (179,427     -         (179,427     -    
 

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Laird Superfood, Inc. common stockholders

  $ (4,011,183   $ (2,251,185   $ (6,006,413   $ (3,971,443
 

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share attributable to Laird Superfood, Inc common stockholders:

       

Basic

  $ (0.93   $ (0.64   $ (1.40   $ (1.13
 

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

  $ (0.93   $ (0.64   $ (1.40   $ (1.13
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares of common stock outstanding used in computing net loss per share of common stock

    4,325,265       3,520,338       4,303,305       3,514,705  
 

 

 

     

 

 

   

Pro forma effect of preferred stock conversion (unaudited)

       

Basic and diluted pro forma net loss per share to common stockholders

  $ (0.71     $ (1.14  
 

 

 

     

 

 

   

Weighted-average shares of common stock outstanding used in computing pro forma net loss per share of common stock

    5,611,521         5,261,155    
 

 

 

     

 

 

   

The accompanying notes are an integral part of these financial statements.

 

F-34


Table of Contents

LAIRD SUPERFOOD, INC.

STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

 

     For the Three Months ended
June 30,
    For the Six Months ended
June 30,
 
     2020     2019     2020     2019  

Net loss

   $ (3,006,390   $ (2,251,185   $ (5,001,620   $ (3,971,443

Other comprehensive income (loss), net of tax

        

Change in unrealized gains (losses) on investment securities available-for-sale, net of tax(1)

     (13,744     36,493       17,345       63,080  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss)

     (13,744     36,493       17,345       63,080  
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss

   $ (3,020,134   $ (2,214,692   $ (4,984,275   $ (3,908,363
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

The Company maintains a full valuation allowance related to our net deferred tax assets, primarily due to our historical net loss position. See note 10 for the estimated tax benefit deferred.

The accompanying notes are an integral part of these financial statements.

 

F-35


Table of Contents

LAIRD SUPERFOOD, INC.

STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

 

     Convertible
Preferred Stock
    Stockholders’ Equity (Deficit)        
     Preferred Stock     Common Stock     Additional
Paid-in Capital
    Accumulated Other
Comprehensive Income
    Accumulated
Deficit
       
     Shares     Amount     Shares     Amount     Total  

Balances, January 1, 2020

     314,593     $ 6,722,951       4,188,558     $ 4,188     $ 27,184,250     $ (226   $ (19,076,867   $ 8,111,345  

Stock-based compensation

     -         -         -         -         471,320       -         -         471,320  

Stock option exercises

     -         -         804       -         6,030       -         -         6,030  

Preferred stock issuances

     383,142       10,000,006       -         -         -         -         -         -    

Beneficial conversion feature on Preferred Series B-1

     -         (825,366     -         -         825,366       -         -         825,366  

Deemed dividend of beneficial conversion feature

     -         825,366       -         -         (825,366     -         -         (825,366

Allocation of preferred series B-1 proceeds to warrant

     -         (825,366     -         -         825,366       -         -         825,366  

Deemed dividend on warrant discount

     -         179,427       -         -         (179,427     -         -         (179,427

Preferred stock issuance costs

       (147,721     -         -         -         -         -         -    

Less: repurchased common stock

     -           (1,416     (1     (20,530     -         -         (20,531

Restricted Stock Awards

     -         -         4,784       5       62,425       -         -         62,430  

Common stock issuances

     -         -         137,770       138       1,997,527       -         -         1,997,665  

Other comprehensive income, net of tax

     -         -         -         -         -         17,345       -         17,345  

Net loss

     -         -         -         -         -         -         (5,001,620     (5,001,620
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances, June 30, 2020

     697,735     $ 15,929,297       4,330,500     $ 4,330     $ 30,346,961     $ 17,119     $ (24,078,487   $ 6,289,923  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
 
     Convertible
Preferred Stock
    Stockholders’ Equity (Deficit)        
     Preferred Stock     Common Stock     Additional
Paid-in Capital
    Accumulated Other
Comprehensive Income
    Accumulated
Deficit
       
     Shares     Amount     Shares     Amount     Total  

Balances, January 1, 2019

     923,670     $ 21,727,098       3,590,692     $ 3,591     $ 10,300,282     $ -       $ (10,572,919   $ (269,046

Stock-based compensation

     -         -         -         -         327,953       -         -         327,953  

Stock option exercises

     -         -         17,334       17       34,651       -         -         34,668  

Common stock issuances

     -         -         -         -         -         -         -         -    

Less: repurchased common stock

     -         -         (87,688     (88     (1,079,790     -         -         (1,079,878

Preferred stock issuance costs

     -         (52,073     -         -         -         -         -         -    

Other comprehensive income, net of tax

     -         -         -         -         -         63,080       -         63,080  

Net loss

     -         -         -         -         -         -         (3,971,443     (3,971,443
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances, June 30, 2019

     923,670     $ 21,675,025       3,520,338     $ 3,520     $ 9,583,096     $ 63,080     $ (14,544,362   $ (4,894,666
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

F-36


Table of Contents

LAIRD SUPERFOOD, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

     For the Six Months Ended
June 30,
 
             2020                     2019          

Cash flows from operating activities

    

Net loss

   $ (5,001,620   $ (3,971,443

Adjustments to reconcile net loss to net cash from operating activities:

    

Depreciation

     229,284       113,562  

Loss on disposal of equipment

     -         483  

Stock-based compensation

     471,320       327,953  

Restricted stock awards

     62,431       -    

Noncash conversion of note payable to grant income

     -         (50,000

Impairment on asset held for sale

     239,734       -    

Gain on sale of investment securities available-for-sale

     7,677       -    

Changes in operating assets and liabilities:

    

Accounts receivable

     (324,211     1,934  

Inventory

     (1,048,010     (172,056

Prepaid expenses and other current assets

     (118,040     (451,604

Deferred rent

     180,677       75,074  

Deposits

     10,941       (1,424

Other assets

     (248,796     1,259  

Accounts payable

     568,088       (267,986

Payroll liabilities

     167,576       232,156  

Accrued expenses

     155,944       6,230  
  

 

 

   

 

 

 

Net cash from operating activities

     (4,647,005     (4,155,862
  

 

 

   

 

 

 

Cash flows from investing activities

    

Purchase of property, equipment, and software

     (312,746     (1,577,720

Deposits on equipment to be acquired

     (319,174     (29,764

Sale of investment securities available-for-sale

     513,544       -    

Purchase of investment securities available-for-sale

     -         (12,935,473

Proceeds from maturities of investment securities available-for-sale

     475,000       3,000,000  
  

 

 

   

 

 

 

Net cash from investing activities

     356,624       (11,542,957
  

 

 

   

 

 

 

Cash flows from financing activities

    

Issuance of common stock

     1,997,665       -    

Issuance of preferred stock

     10,000,006       -    

Common stock repurchases

     (20,532     (1,079,878

Stock options exercised

     6,030       34,667  

Preferred stock issuance costs

     (147,721     (52,073
  

 

 

   

 

 

 

Net cash from financing activities

     11,835,448       (1,097,284
  

 

 

   

 

 

 

Net change in cash and cash equivalents

     7,545,067       (16,796,103

Cash and cash equivalents, beginning of period

     1,004,109       17,340,023  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 8,549,176     $ 543,920  
  

 

 

   

 

 

 

Supplemental disclosures of cash flow information

    

Unrealized gain on available-for-sale securities

   $ 17,345     $ 63,090  
  

 

 

   

 

 

 

Purchases of equipment included in deposits at the beginning of the period

   $ 14,699     $ 4,577  
  

 

 

   

 

 

 

Purchases of land included in prepaids and other current assets at the beginning of the period

   $ -       $ 40,000  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

F-37


Table of Contents

LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

1. Nature of Operations and Summary of Significant Accounting Policies

The accompanying financial statements include the accounts of Laird Superfood, Inc. (the “Company” or “Laird Superfood”), a Delaware corporation. On July 3, 2018, the Company entered into a plan of conversion and was converted from a corporation under the laws of the State of Oregon to a corporation under the laws of the State of Delaware with an updated par value of $0.001 per share of common stock.

Nature of Operations

Laird Superfood, Inc. is an emerging consumer products platform focused on manufacturing and marketing highly differentiated, plant-based and functional foods from its headquarters in Sisters, Oregon. The core pillars of the Laird Superfood platform are currently Superfood Creamer coffee creamers, Hydrate hydration products and beverage enhancing supplements, and roasted and instant coffees, teas and hot chocolate. The Company was founded in 2015.

Basis of Accounting

The financial statements include the accounts of the Company. The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and rules and regulations of the Securities and Exchange Commission (“SEC”). Operating results include the three and six months ended June 30, 2020 and 2019. Certain information in footnote disclosures normally included in financial statements prepared in accordance with GAAP has been condensed or omitted pursuant to the rules and regulations of the SEC and the accounting standards for interim financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Financial Statements for the years ended December 31, 2019 and 2018.

Unaudited Pro Forma Financial Information

The unaudited pro forma balance sheet information at June 30, 2020 has been prepared to give effect to (i) the automatic conversion of 162,340 outstanding shares of our Series A-1 preferred stock into 324,680 shares of common stock, (ii) the automatic conversion of the 152,253 outstanding shares of our Series A-2 preferred stock into 304,506 shares of common stock, and (iii) the automatic conversion of 383,142 outstanding shares of our Series B-1 preferred stock into 766,284 shares of common stock, in each case as of immediately prior to the closing of a qualified initial public offering and reflecting the 2:1 split of the Company’s common stock that became effective on August 19, 2020. The unaudited pro forma balance sheet information does not include the shares of common stock expected to be sold in, and related proceeds to be received from, the initial public offering.

The following table represents the calculation of pro forma basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2020, giving effect to the automatic conversion of outstanding shares of our convertible preferred stock as of immediately prior to the closing of the initial public offering. The unaudited pro forma net loss per share attributable to common stockholders has been computed using the weighted-average number of shares of common stock outstanding, including the pro forma effect of the conversion of all outstanding shares of convertible preferred stock into shares of common stock as if such conversion had occurred at the beginning of the period or their issuance dates, if later. Shares of common stock

 

F-38


Table of Contents

LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

expected to be sold in in the initial public offering, and the related proceeds received, are excluded from the calculation.

 

     Three Months
Ended June 30,

2020
    Six Months
Ended June 30,

2020
 

Numerator

    

Net loss attributable to Laird Superfood, Inc. common stockholders

   $ (4,011,183   $ (6,006,413
  

 

 

   

 

 

 

Denominator

    

Weighted average common shares used to compute basic and diluted net loss per share attributable to common stockholders

     4,325,265       4,303,305  

Pro forma adjustment to reflect assumed conversion of preferred stock

     1,286,257       957,849  
  

 

 

   

 

 

 

Weighted average number of common shares used to compute basic and diluted pro forma net loss per share attributable to common stockholders

     5,611,521       5,261,155  
  

 

 

   

 

 

 

Basic and diluted:

    

Pro forma net loss per share to common stockholders, basic and diluted

   $ (0.71   $ (1.14
  

 

 

   

 

 

 

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Although management believes its estimates and assumptions are reasonable when made, they are based upon information available at the time they are made. Management evaluates the estimates and assumptions on an ongoing basis and, if necessary, makes adjustments. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions, and given the subjective element of the estimates and assumptions made, actual results may differ from estimated results. The most significant estimates and judgments impact allowances for doubtful accounts and returns, inventory obsolescence, valuation allowance for deferred taxes, fair value of stock-based compensation, beneficial conversion feature, and discount on warrants.

Segment reporting

The Company currently has one operating segment. In accordance with ASC 280, Segment Reporting (“ASC 280”), the Company considers operating segments to be components of the Company’s business for which separate financial information is available and is evaluated regularly by management in deciding how to allocate resources and in assessing performance. Management reviews financial information presented on a consolidated basis for purposes of allocation of resources and evaluating financial performance. Accordingly, the Company has determined that it has a single operating and reportable segment.

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

Substantially all product sales for the periods provided were derived from domestic sales.

See Note 16 for additional information regarding sales by platform within the Company’s single segment.

Cash and Cash Equivalents

Cash and cash equivalents are highly liquid instruments with an original maturity of three months or less when purchased. For the purpose of the statements of cash flows, the Company includes cash on hand, cash in clearing accounts, cash on deposit with financial institutions and investments with an original maturity of three months or less in determining the total balance.

Concentration of Risk

The Company’s cash balances are held in financial institutions insured by the Federal Deposit Insurance Corporation up to $250,000. The Company had $7,516,738 and $456,104 of cash balances in excess of insured limits at June 30, 2020 and December 31, 2019, respectively. Balances are held at high credit quality institutions and management believes the potential for losses on uninsured balances to be remote.

Accounts Receivable, net

Accounts receivable, net consists principally of trade receivables, which are recorded at the invoiced amount, net of allowances for doubtful accounts. Trade receivables do not bear interest. Receivables are considered past due or delinquent according to contract terms. Management closely monitors outstanding balances and writes off accounts receivable as they are determined uncollectible. The Company provides for estimated losses on accounts receivable based on prior bad debt experience and a review of existing receivables. Based on these factors, management determined no allowance for doubtful accounts was required as of June 30, 2020. As of December 31, 2019 management established a $14,786 allowance for doubtful accounts.    

Investments

Investment securities that are not classified as either held-to-maturity securities or trading securities are classified as available-for-sale securities and are reported at fair value, with unrealized gains and losses excluded from earnings and reported as other comprehensive income or loss, net of income taxes. Management determines the appropriate classification of securities at the time of purchase. Investment securities are valued utilizing quoted prices in active markets. Gains and losses on the sales of available-for-sale securities are determined using the specific-identification method.

Inventory

Inventory is stated at the lower of cost (first-in, first-out) or net realizable value and consists primarily of raw materials and packaging and finished goods. At June 30, 2020 and December 31, 2019, inventory was comprised of the following:

 

     June 30,
2020
    December 31,
2019
 

Raw Materials and Packaging

   $ 1,193,131     $ 1,187,513  

Finished Goods

     2,290,844       1,248,452  
  

 

 

   

 

 

 

Total

   $ 3,483,975     $ 2,435,965  
  

 

 

   

 

 

 

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

For the three and six month periods ended June 30, 2020, the Company recorded $189,040 in inventory obsolescence related to the Company’s liquid creamer product line. For the three and six months ended June 30, 2019, the Company did not have a charge related to inventory obsolescence, as the majority of products manufactured consisted of powder-based products which have an extensive shelf life.

As of June 30, 2020 and December 31, 2019, the Company had a total of $330,233 and $100,387, respectively, of prepayments for future raw materials inventory, which is included in prepaid expenses on the balance sheets.

Property and Equipment

Property and equipment are valued at cost, net of accumulated depreciation. Expenditures for maintenance and repairs that do not extend the useful life or increase the value of the assets are charged to expense in the period incurred. Additions and betterments are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for depreciation purposes for furniture and factory equipment range from 3 to 10 years. The useful life for leasehold improvements is the lesser of the lease term or the useful life. Depreciation expense is allocated to general and administrative expenses and cost of goods sold upon the sale of inventory. For the three month periods ended June 30, 2020 and 2019, depreciation expense was $114,383 and $64,934, respectively. For the six month periods ended June 30, 2020 and 2019, depreciation expense was $229,284 and $113,562, respectively.

As of June 30, 2020 and December 31, 2019, the Company had a total of $319,174 and $14,699, respectively, of deposits for future equipment purchases, which is included in deposits on the balance sheets.

Fixed Assets Held for Sale

Long-lived assets identified by the Company for sale, which have met all criteria under ASC 360-10-35 to be classified as held for sale, are disclosed separately on the balance sheet. Fixed assets held for sale are measured at the lower of the assets carrying amount or fair value less costs to sell, and depreciation is no longer recorded. Fixed assets held for sale as of June 30, 2020 include the Company’s intermittent motion form (“IMF”) production line. The Company had no fixed assets held for sale as of December 31, 2019. The Company determined a fair value of $250,000 for all assets associated with the IMF production line. As the determined fair value is less than the net carrying value of the assets, the Company recorded an impairment loss of $239,734 during the three and six months ended June 30, 2020. The Company did not record an impairment for the three and six months ended June 30, 2019.

Deferred Rent

Deferred rent includes tenant improvement costs that were incurred by the landlord, RII Lundgren Mill, LLC, in the build-out of the Company’s leased space and were reimbursed by the Company. These amounts are treated as additional rents and are expensed straight-line over the life of the lease.

Revenue Recognition

The Company’s significant accounting policy for revenue was updated as a result of the adoption of Accounting Standards Update (“ASU”) 2014-09. The Company recognizes revenue in accordance

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

with the five-step model as prescribed by ASU 2014-09 in which the Company evaluates the transfer of promised goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASU 2014-09, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 16 for additional information regarding revenue recognition. The Company has elected, as a practical expedient, to account for the shipping and handling as fulfillment costs, rather than as a separate performance obligation. Methodologies for determining these provisions are dependent on customer pricing and promotional practices. The Company will record reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. These estimates will be based on industry-based historical data, historical sales returns, if any, analysis of credit memo data, and other factors known at the time.

Cost of Goods Sold

Cost of goods sold includes material, labor, and overhead costs incurred in the storage and distribution of products sold in the period. Material costs include the cost of products purchased. Labor and overhead costs consist of indirect product costs, including wages and benefits for manufacturing, planning, and logistics personnel, depreciation, facility costs and freight.

Shipping and Handling

Costs of shipping and handling related to sales revenue are included in cost of goods sold. Shipping and handling costs totaled $954,295 and $454,675 for the three months ended June 30, 2020 and 2019, respectively, and totaled $1,588,937 and $847,505 for the six months ended June 30, 2020 and 2019, respectively. Income generated from shipping costs billed through to customers was included in Sales, net in the statements of operations. Shipping income totaled $43,794 and $110,603 for the three months ended June 30, 2020 and 2019, respectively, and $195,345 and $197,309 for the six months ended June 30, 2020 and 2019, respectively.

Research and Product Development

Amounts spent on research and development activities are expensed as incurred as research and product development expense on the statements of operations. Research and product development expense was $117,796 and $42,866 for the three months ended June 30, 2020 and 2019, respectively, and $261,111 and $76,435 for the six months ended June 30, 2020 and 2019, respectively.

Advertising

Advertising and marketing costs are expensed when incurred. Advertising and marketing expenses for the three months ended June 30, 2020 and 2019 was $1,415,722 and $1,013,574, respectively, and $2,661,307 and $2,021,089 for the six months ended June 30, 2020 and 2019, respectively.

Income Taxes

Income taxes provide for the tax effects of transactions reported in the financial statements and consist of income taxes currently due and deferred tax assets and liabilities. The Company may also be

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

subject to interest and penalties from taxing authorities on underpayment of income taxes. In such an event, interest and penalties are included in income tax expense. Deferred tax assets and liabilities are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to depreciable assets (use of different depreciation methods and lives for financial statement and income tax purposes) and net operating losses. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Due to the historical net loss position of the Company, the Company recorded a full deferred tax valuation allowance of $5,932,540 and $4,584,174 as of June 30, 2020 and December 31, 2019, respectively.

Repurchased Stock

Management presents repurchased stock (at cost) as a reduction in stockholders’ equity to more clearly reflect the historical stock repurchase transactions. There were two common stock repurchase transactions during the six months ended June 30, 2020, totaling 1,416 shares of common stock and $20,532. There was one stock repurchase transaction during the six months ended June 30, 2019, totaling 87,688 shares of common stock and $1,079,878. Repurchases were valued at a price consistent with or less than the most recent private equity offering by the Company.

Stock Incentive Plan

The compensation cost relating to share-based payment transactions is recognized in the financial statements. The cost is measured based on the grant date fair value of the equity or liability instruments issued. Compensation cost for all employee stock awards is calculated and recognized over the employees’ service period, generally defined as the vesting period. For awards with graded-vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. Compensation cost for all consultant stock awards is calculated and recognized over the consultant’s service period based on the grant date fair value of the equity or liability instruments issued. Upon exercise of stock awards, recipients are issued shares of common stock. Pre-vesting forfeitures result in the reversal of all compensation cost as of the date of termination, post-vesting cancellation does not.

Earnings per Share

Basic earnings per share is computed on the basis of the weighted average number of shares of common stock that were outstanding during the period. Diluted earnings per share is similarly determined, except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if all dilutive potential common stock and preferred stock had been issued and are calculated under the treasury stock method. Due to the Company’s net loss, all stock options and convertible preferred stock are anti-dilutive and excluded.

Warrants

Issued and detachable stock warrants are classified as equity or liability instruments based on the specific terms of the underlying warrant agreement. In circumstances where debt or equity is issued with detachable warrants, the proceeds from issuance are allocated to each instrument based on an acceptable method, which generally involves determining the fair value of one or more of the instruments.

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

License Agreement – Intangible Asset

On August 3, 2015, the Company entered into a license agreement with Laird Hamilton (the “LH License”). The LH License stated Laird Hamilton’s contribution to the Company was in the form of intellectual property, granting the Company the right to use Laird Hamilton’s name and likeness. This contribution, which was reported on the balance sheets as of June 30, 2020 and December 31, 2019, was valued at $132,000 and satisfied with the issuance of 660,000 shares of common stock. The Company has determined that the intangible asset associated with the LH License has an indefinite life, as there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the Company. Please see Note 15 for more information on the Company’s related party transaction with Mr. Hamilton.

On May 2, 2018, the Company entered into a license agreement with Gabrielle Reece (the “GR License”). Pursuant to the GR License, Gabrielle Reece granted the Company rights to her name, signature, voice, picture, image, likeness and biographical information commencing on July 1, 2015. This contribution, which is reported on the balance sheets as of June 30, 2020 and December 31, 2019, was valued at $100 based on the consideration exchanged. The Company has determined that the intangible asset associated with the GR License has an indefinite life, as there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the Company. Please see Note 15 for more information on the Company’s related party transaction with Ms. Reece.

On November 19, 2018, the Company executed a License and Preservation Agreement with Laird Hamilton and Gabrielle Reece which superseded the predecessor license agreements with both individuals. The agreement added specific terms related to noncompetition and allowable usage of the property under the license. No additional consideration was exchanged in connection with the agreement and the life of the agreement was set at 100 years.

On May 26, 2020, the Company executed a License and Preservation Agreement with Laird Hamilton, a significant stockholder, and Gabrielle Reece, an immediate family member of Mr. Hamilton, which superseded the predecessor license and preservation agreement with both individuals. Among other modifications, the agreement (i) modified certain approval rights of Mr. Hamilton and Ms. Reece for use of their respective images, signatures, voices, and names (other than those owned by the Company), rights of publicity and common law and statutory rights to the foregoing in the Company’s products, (ii) modified certain assignment, change of control and indemnification provisions, and (iii) granted the Company the right to extend the term of the agreement for additional ten-year terms upon the expiration of the initial one-hundred year term.    No additional consideration was exchanged in connection with the agreement. As indefinite-lived intangibles, the Company assesses qualitative factors each reporting period to determine whether events and circumstances exist that indicate that the fair values of the licensing agreements were less than the carrying amounts. Upon considering these factors, the Company determined it was more likely than not that the fair values of the LH License and the GR License were not less than the carrying amounts; therefore, the Company recognized no impairment for the three and six months ended June 30, 2020 and 2019.

Employee Benefit Plan

The Company sponsors a defined contribution 401(k) plan (the “401(k) plan”) for all employees 18 years or older. The 401(k) plan was initiated on July 1, 2018. Employee contributions may be made on a before-tax basis, limited by Internal Revenue Service regulations. For the three and six month periods ended June 30, 2020 and 2019, we did not match employee contributions.

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

Recently Adopted Accounting Pronouncements

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments-Overall” (“ASU 2016-01”) to make targeted improvements to GAAP on accounting for financial instruments. The guidance in ASU 2016-01 is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities, the guidance is effective for fiscal years beginning after December 15, 2018 and for interim periods within fiscal years beginning after December 15, 2019. The Company adopted ASU 2016-01 on January 1, 2019 with no material impact on the Company’s financial position, results of operations and liquidity.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation- Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”), expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for public entities for years beginning after December 15, 2018, including interim periods within that year. For all other entities, the amendments are effective for years beginning after December 15, 2019, and interim periods with years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption of ASU 2014-09. The Company adopted ASU 2018-07 in conjunction with ASC 606 as of January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial position, results of operations or liquidity.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”). ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for public companies for all interim and annual reporting periods beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements. The FASB has recently issued ASU No. 2020-05, “Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective dates for certain entities”, which extends the effective date for all other entities, for annual reporting periods beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company expects to adopt the provisions of this statement in the first quarter of its fiscal year ending December 31, 2021 and is currently assessing the potential impact on its financial position, results of operations and liquidity.

JOBS Act Accounting Election

As a company with less than $1.07 billion in revenue during our last fiscal year, the Company qualifies as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. An emerging growth company can elect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. Currently, as a private company, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date but before the financial statements are available to be issued. The Company has evaluated events and transactions subsequent to June 30, 2020 for potential recognition of disclosure in the financial statements.

The Company’s board of directors and stockholders approved a 2-for-1 split of the Company’s common stock, which was effected on August 19, 2020. The split divided each share of the Company’s issued and outstanding common stock into two shares of common stock and correspondingly adjusted the conversion prices of its convertible preferred stock. No fractional shares were issued in connection with the reverse split. The split was effective upon filing of the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation on August 19, 2020. The Company has reflected the effect of the 2-for-1 split of its common stock (and the corresponding adjustment of the conversion prices of its preferred stock) in these financial statements as if it had occurred at the beginning of the earliest period presented.

2. Prepaid Expenses and Other Current Assets

The following table presents the components of prepaid expenses and other current assets at June 30, 2020 and December 31, 2019:

 

     June 30,
2020
    December 31,
2019
 

Prepaid inventory

   $ 330,233     $ 100,387  

Prepaid subscriptions and license fees

     194,891       193,257  

Prepaid, other

     81,705       71,445  

Prepaid consulting

     41,888       69,813  

Prepaid insurance

     1,867       37,251  

Prepaid advertising

     -         74,400  

Other current assets

     58,264       44,255  
  

 

 

   

 

 

 
   $ 708,848     $ 590,808  
  

 

 

   

 

 

 

3. Investment securities

Investment securities at June 30, 2020 and December 31, 2019 consisted of the following:

 

     Amortized
cost
    Gross
unrealized
gains
    Gross
unrealized
losses
    Estimated
fair value
 

June 30, 2020

        

U.S Treasuries

   $ 4,489,214     $ 17,119     $ -       $ 4,506,333  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investment securities available-for-sale

   $ 4,489,214     $ 17,119     $ -       $ 4,506,333  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

     Amortized
cost
    Gross
unrealized
gains
    Gross
unrealized
losses
    Estimated
fair value
 

December 31, 2019

        

U.S Treasuries

   $ 5,485,435     $ -       $ (226   $ 5,485,209  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investment securities available-for-sale

   $ 5,485,435     $ -       $ (226   $ 5,485,209  
  

 

 

   

 

 

   

 

 

   

 

 

 

The amortized cost and estimated fair value of investment securities at June 30, 2020, by contractual maturity, are shown below.

 

     Available-for-sale  
     Amortized
cost
    Estimated
fair value
 

June 30, 2020

    

Due in one year or less

   $ 4,489,214     $ 4,506,333  
  

 

 

   

 

 

 

Total investment securities available-for-sale

   $ 4,489,214     $ 4,506,333  
  

 

 

   

 

 

 

Investment securities with an estimated fair value of $4,506,333 and $5,485,209 as of June 30, 2020 and December 31, 2019, respectively, were pledged to secure our revolving line of credit. See Note 5 for additional information.

The Company had maturity of one investment totaling $475,000 during the three and six months ended June 30, 2020. The Company also recorded two sales and recognized a gain of $7,677 during the three and six months ended June 30, 2020. The Company had maturities of three investments totaling $3,000,000, and no sales, during the three and six months ended June 30, 2019.

4. Fair Value Measurements

Factors used in determining the fair value of our assets and liabilities are summarized into three broad categories:

 

   

Level 1 – quoted prices in active markets for identical securities as of the reporting date;

 

   

Level 2 – other significant directly or indirectly observable inputs, including quoted prices for similar securities, interest rates, prepayment speeds and credit risk; and

 

   

Level 3 – significant inputs that are generally less observable than objective sources, including our own assumptions in determining fair value.

The factors or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following tables summarize assets subject to fair value measurements:

 

Fair Value at June 30, 2020

   Level 1     Level 2     Level 3  

U.S Treasuries

   $ 4,506,333     $-         $ -    

Fixed assets held for sale

   $ -       $ -       $ 250,000  

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

Fair Value at December 31, 2019

   Level 1     Level 2     Level 3  

U.S Treasuries

   $ 5,485,209     $ -       $ -    

The Company believes the carrying amounts of Cash and cash equivalents, Accounts receivable, Prepaid expenses and other current assets, Deposits, Other Assets, Accounts payable, Payroll liabilities and Accrued expenses are a reasonable approximation of the fair value of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved.

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

The Company’s non-financial assets, such as License agreements-intangibles, Inventory and Property and equipment, net, are recorded using fair value-based measurements when an impairment is recognized.

 

     June 30,
2020
    December 31,
2019
 

Fair Value

   $ 250,000     $ -    

Carrying Value

   $ 489,734     $ -    

During the three and six months ended June 30, 2020, long-lived assets were impaired and written down to their estimated fair values less costs to sell, and were included in assets held for sale at June 30, 2020. The Level 3 fair values of the long-lived assets were determined using the income approach. The unobservable inputs to the income approach included the assets’ estimated future cash flows upon sale. As the determined fair value is less than the net carrying value of the assets, the Company recorded an impairment loss of $239,734 during the three and six months ended June 30, 2020.

5. Revolving Lines of Credit

On February 5, 2019, the Company entered into a revolving line of credit with First Interstate Bank (“FIB”) in a principal amount not exceeding $5,000,000. The line of credit is secured by the Company’s investment account held at FIB. The outstanding amounts under the line of credit have an interest rate calculated as LIBOR plus 2.0% per annum until paid in full. The loan agreement was renewed by the Company on February 26, 2020 and has a maturity date of February 5, 2021. The balance on the line of credit was $0 as of June 30, 2020 and December 31, 2019. Management was in compliance with all financial covenants as of June 30, 2020 and December 31, 2019.

On August 10, 2017, the Company entered into a revolving line of credit with East Asset Management, LLC (“East”) in a principal amount not exceeding the lesser of the borrowing base or $3,000,000. Upon the mutual agreement of the Company and East, the primary revolving line of credit may be expanded to $10,000,000, subject to an increase in the borrowing base. The borrowing base is comprised of (a) up to 90% of eligible accounts receivable aged 90 days or less from due date utilizing the average of a trailing three months of actual book value, plus (b) up to 90% of inventory and prepaid inventory book values utilizing the average of a trailing three months of actual book value. The outstanding amounts under the line of credit have a fixed interest rate of 15% per annum until paid in full and the line of credit has a maturity date of August 10, 2022. In the event of default, the interest rate would increase to 20% while such default exists. The line of credit is secured by a

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

security interest in accounts receivable and inventory. The balance on the line of credit was $0 as of both June 30, 2020 and December 31, 2019. Management was in compliance with all financial covenants as of June 30, 2020 and December 31, 2019.

A secondary line of credit with East in an amount up to $200,000 is available to the Company, which is not subject to the requirements of the borrowing base. The secondary line of credit is secured by a security interest in the Company’s accounts receivable and inventory. The secondary line is available with the same draw and payback conditions as the primary line.

East was also granted a right of first refusal on any future equity offerings by the Company to purchase up to 20% of equity in any such offerings at a 20% price per share discount, excluding (a) shares representing, in the aggregate, not more than five percent of the Company’s issued and outstanding capital stock on a fully-diluted basis, issued to employees, consultants or directors pursuant to incentive plans; (b) shares issued for consideration other than cash pursuant to a merger, consolidation, strategic alliance, acquisition or similar business combination; (c) shares issued in connection with any distribution dividend, conversion or recapitalization; (d) shares issued pursuant to any bona fide arms’ length equipment loan or leasing agreement, real property leasing agreement, or debt financing from a financial institution; (e) shares issued in connection with strategic transactions involving the Company and other entities, such as joint ventures, manufacturing, marketing or distribution agreements (provided that in the case of clauses (d) and (e), such issuance represents ten percent or more of the Company’s issued and outstanding capital stock on a fully-diluted basis); and (f) shares issued pursuant to a registration statement filed under the Securities Act of 1933, as amended, in connection with an initial public offering.

6. Long-term Debt

The following table presents the components of long-term debt:

 

     June 30,
2020
    December 31,
2019
 

Forgivable loan, City of Sisters

   $ 51,000     $ 51,000  
  

 

 

   

 

 

 

Long-term debt

   $ 51,000     $ 51,000  
  

 

 

   

 

 

 

City of Sisters

On May 30, 2017, the Company entered into a forgivable loan agreement with the City of Sisters in the amount of $51,000. This forgivable loan was issued to help the Company expand its business operations in the city of Sisters, Oregon through eligible jobs. The Company had until May 30, 2020 to create jobs for 30 full-time employees with an average annual salary of $40,000 per person, and, once created and filled, the Company must maintain those jobs for an additional period of three years for the loan to be converted to a grant. If the requirements are not met, the Company is required to pay the loan in full, including interest of 8 percent per annum on the unpaid principal amount. The Company created the eligible jobs as of April 1, 2018.

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

7. Property and Equipment, Net

Property and equipment, net is comprised of the following as of June 30, 2020 and December 31, 2019:

 

     June 30,
2020
    December 31,
2019
 

Factory equipment

   $ 1,751,929     $ 2,011,297  

Land

     947,394       947,394  

Furniture and office equipment

     512,746       465,972  

Leasehold improvements

     198,672       194,696  
  

 

 

   

 

 

 
     3,410,741       3,619,359  

Accumulated depreciation

     (649,028     (466,073
  

 

 

   

 

 

 

Property and equipment, net

   $ 2,761,713     $ 3,153,286  
  

 

 

   

 

 

 

8. Fixed Assets Classified as Held for Sale

On June 9, 2020, management approved a plan to dispose of the Company’s intermittent motion form (“IMF”) production line for its powder-based products. The Company determined a fair value of $250,000 for all assets associated with the IMF production line. No further commissions or sales costs (including shipping costs) are anticipated with the sale of the asset. The assets attributable to the production line have been classified as assets held for sale and presented separately on the Balance Sheet. As the determined fair value is less than the net carrying value of the assets, the Company recorded an impairment loss of $239,734 and $0 during the three and six months ended June 30, 2020 and 2019, respectively. The major classes of assets comprising the fixed assets classified as held for sale as of June 30, 2020 and December 31, 2019 are as follows:

 

     June 30,
2020
    December 31,
2019
 

Factory equipment

   $ 250,000     $ -    
  

 

 

   

 

 

 

Fixed assets held for sale

   $ 250,000     $ -    
  

 

 

   

 

 

 

9. Commitments and Contingencies

The Company historically leased office space under operating leases with Sisters Commercial II LLC. The original lease commenced on May 3, 2017, with additional suite leases beginning on January 4, 2018, February 16, 2018 and May 21, 2018. Total monthly payments for all office spaces was $1,975 and was on a month-to-month basis. On September 11, 2019 the Company provided 30-day written notice of intent to vacate the properties and terminated the lease as of October 11, 2019.

The Company currently leases its warehouse space under a commercial lease with RII Lundgren Mill, LLC, dated March 1, 2018. The lease commenced March 1, 2018 with monthly payments of $6,475, to escalate after 24 months by the lesser of 3% or the CPI adjustment. The initial lease term is ten years, and the Company has the option to renew the lease for two additional five-year periods. The landlord has paid for many tenant improvements; however, the Company committed to reimbursing the landlord, in additional rents, for specific improvements. On November 20, 2018, the Company

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

completed the reimbursement of $797,471. The Company also issued the landlord 2,000 stock options on April 15, 2018 with a strike price of $7.50 per share in conjunction with this lease agreement.

The Company executed a second lease for additional warehouse and office space under a commercial lease with RII Lundgren Mill, LLC, dated December 17, 2018. The lease commenced on July 1, 2019 with monthly payments of $12,784, to escalate after 24 months by the lesser of 3% or the CPI adjustment. The initial lease term is ten years, and the Company has the option to renew the lease for two additional five-year periods. The landlord has paid for many tenant improvements; however, the Company committed to reimbursing the landlord, in additional rents, for specific improvements. On December 20, 2018, the Company completed the initial reimbursement of $1,202,529. The Company made the final reimbursement in the amount of $1,399,001 on December 31, 2019.

On January 25, 2019, the Company executed a commercial lease agreement for storage space with Earthwood Development, LLC. The initial lease term is six months and commenced on March 1, 2019. Monthly payments are $415. Under mutual agreement of both parties, the Company is continuing to lease the warehouse space on a month-to-month basis.

On April 18, 2018, the Company executed a land real estate sales agreement, securing an option to acquire lots adjacent to its current manufacturing facility for an earnest money deposit of $40,000. The Company elected to complete the land purchase in Sisters, Oregon for an additional $903,506 on March 15, 2019.

On May 26, 2019, the Company executed and commenced an agricultural license agreement for the lease of agricultural land in Hanalei, Hawaii with PRW Princeville Development Company LLC. Total monthly payments will be the greater of $1,000 or eight percent of total monthly gross sales of the business done and/or generated on, in, into or from the premises. The initial lease term is five years, with one option to extend the term by five years. The agreement was subsequently amended on September 19, 2019 to include a termination clause if the storefront and property in the Hanalei, Hawaii Lease, discussed below, is not executed. The amendment also expanded the permitted access to include access through other property to the public roadway.

On May 26, 2019, the Company executed a license agreement with PRW Princeville Development Company LLC for storefront and property in Hanalei, Hawaii. Initially, total monthly payments will be the greater of $1,000 or eight percent of total monthly gross sales of the business done and/or generated on, in, into or from the property. The initial lease term is five years, with one option to extend the term by five years. The agreement will commence upon receipt of applicable permits, and if not obtained by January 1, 2020, the lease will terminate. The agreement was subsequently amended on September 19, 2019 to extend the initial permitting period from January 1, 2020 to July 1, 2020, and the payment terms to include the monthly minimum lease payment due the first of the month, with a reconciliation to gross sales in the subsequent month. The Company is currently negotiating to extend the permitting period.    

On March 26, 2020, the Company executed a commercial lease agreement for storage space with A Logistics, LLC. The initial lease term is six months and commenced on March 26, 2020. Monthly payments are $7,000.

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

The following table sets forth the amounts of our significant contractual obligations and commitments with definitive payment terms as of June 30, 2020:

 

Payments Due by Period

   Operating
Leases(1)
    Note
Payable
    Total  

2020

   $ 137,718     $ -       $ 137,718  

2021

     237,737       51,000       288,737  

2022

     244,869       -         244,869  

2023

     252,216       -         252,216  

2024

     259,782       -         259,782  

Thereafter

     1,132,122       -         1,132,122  
  

 

 

   

 

 

   

 

 

 
   $ 2,264,444     $ 51,000     $ 2,315,444  
  

 

 

   

 

 

   

 

 

 

 

(1)

Operating lease obligations related to our manufacturing facility leases dated March 1, 2018 and December 17, 2018; and our storage facility dated March 26, 2020.

Rent expense is allocated to general and administrative expenses and cost of goods sold upon the sale of inventory. Rent expense for the three months ended June 30, 2020 and 2019 was $203,484 and $94,476, respectively, and $375,664 and $154,778 for the six months ended June 30, 2020 and 2019, respectively.

10. Deferred Tax Assets and Liabilities

The Company had a tax net loss for the three and six months ended June 30, 2020 and 2019, and therefore expects no assessment of income taxes for such periods. Additionally, the net deferred tax assets are fully allowed for as of June 30, 2020 and December 31, 2019. Due to the full valuation allowance during 2019 and at June 30, 2020 there was no provision for, or benefit from, income taxes reported for the three or six months ended June 30, 2020 and 2019. The Company’s deferred tax assets and liabilities consisted of the following as of June 30, 2020 and December 31, 2019:

 

     June 30,
2020
    December 31,
2019
 

Noncurrent deferred tax assets:

    

Federal net operating loss carryforwards

   $ 4,222,100     $ 3,470,371  

State net operating loss carryforwards

     1,639,415       1,285,488  

Federal depreciation and amortization

     473,018       53,525  

State depreciation and amortization

     214,271       -    

Accrued—PTO

     85,812       -    

Other

     78,566       -    
  

 

 

   

 

 

 

Total noncurrent deferred tax assets

     6,713,182       4,809,384  

Noncurrent deferred tax liabilities:

    

Federal depreciation and amortization

   $ -       $ 179,720  

State depreciation and amortization

     -         45,490  

Deferred rent asset

     780,642       -    
  

 

 

   

 

 

 

Total noncurrent deferred tax liabilities

     780,642       225,210  

Net noncurrent deferred tax assets

   $ 5,932,540     $ 4,584,174  

Valuation allowance

     (5,932,540     (4,584,174
  

 

 

   

 

 

 

Total net noncurrent deferred tax assets

   $ -       $ -    
  

 

 

   

 

 

 

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

The Company assesses its deferred tax assets and liabilities to determine if it is more likely than not they will be realized; if not, a valuation allowance is required to be recorded. Based on this guidance, the Company provided a valuation allowance for the full amount. The net increase in the valuation allowance for deferred tax assets and liabilities for the six months ended June 30, 2020 and 2019 was $1,348,366 and $1,058,522, respectively. This valuation allowance included the estimated tax liability of $4,639 related to the unrealized gain on investment securities available-for-sale as of June 30, 2020. At June 30, 2020 and December 31, 2019, the Company had U.S. federal net operating losses (“NOLs”) totaling approximately $21,752,549 and $17,546,110, respectively. The Company had federal NOLs at June 30, 2020 and December 31, 2019 totaling approximately $1,868,077 from 2017 and prior years that can be carried forward for 20 years, which begin to expire in 2036. At June 30, 2020 and December 31, 2019 the Company had federal NOLs totaling approximately $19,884,472 and $15,678,033, respectively from 2018 and future years that can be carried forward indefinitely.

GAAP requires management to evaluate and report information regarding its exposure to various tax positions taken by the Company. The Company has determined whether there are any tax positions that have met the recognition threshold and has measured the Company’s exposure to those tax positions. Management believes that the Company has adequately addressed all relevant tax positions and that there are no unrecorded tax liabilities.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. U.S. and state jurisdictions have statutes of limitations that generally range from 3 to 5 years.

11. Stock Incentive Plan

The Company adopted a stock incentive plan (the “2018 Stock Incentive Plan”) on November 19, 2018, to provide common stock options to Company employees and consultants. Previously, the Company was subject to its 2016 stock incentive plan (the “2016 Stock Incentive Plan,” or collectively the “Stock Incentive Plans”). Under the Company’s Stock Incentive Plans, the Company may award incentive stock options, non-qualified stock options, and restricted stock. The Stock Incentive Plans were established to reward employees and others who contribute to the success and profitability of the Company, and to give such individuals an interest in the Company, thereby enhancing their personal interest in the Company’s continued success. The Stock Incentive Plans also assists the Company in attracting and retaining key employees and consultants.

The Stock Incentive Plans prescribe various terms and conditions for the award of options and the total number of shares authorized for this purpose. For options, the strike price is equal to the fair market value of the Company’s stock price at the date of grant. Generally, options become exercisable based on years of service and vesting schedules, and expire after (i) a period of ten years from the date of grant, (ii) three months following the date of termination of employment from the Company, (iii) one year following the date of termination from the Company by reason of death or disability, (iv) the date of termination of employment for cause, or (v) the fifth anniversary of the date of the grant if it is held by a 10 percent or greater stockholder.

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

The following table summarizes the Company’s stock option activity during the six months ended June 30, 2020 and 2019:

 

     June 30, 2020  
     Options
Activity
    Weighted Average
Exercise Price
(per share)
    Weighted Average
Remaining
Contractual Term
(years)
    Aggregate
intrinsic value
 

Balance at January 1, 2020

     788,528     $ 8.42       7.17     $ 4,799,381  

Granted

     151,579       13.47      

Exercised/released

     (805     7.50      

Cancelled/forfeited

     (16,498     10.97      
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2020

     922,804     $ 9.20       7.14     $ 3,553,415  
  

 

 

   

 

 

   

 

 

   

 

 

 

Exercisable at June 30, 2020

     514,756     $ 6.86       5.72     $ 3,186,683  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     June 30, 2019  
     Options
Activity
    Weighted Average
Exercise Price
(per share)
    Weighted Average
Remaining
Contractual Term
(years)
    Aggregate
intrinsic value
 

Balance at January 1, 2019

     641,500     $ 5.99       7.13     $ 4,057,973  

Granted

     250,000       12.32      

Exercised/released

     (17,334     2.00      

Cancelled/forfeited

     (65,566     2.31      
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2019

     808,600     $ 8.33       7.48     $ 3,223,159  
  

 

 

   

 

 

   

 

 

   

 

 

 

Exercisable at June 30, 2019

     343,186     $ 5.16       6.41     $ 2,450,586  
  

 

 

   

 

 

   

 

 

   

 

 

 

The stock-based compensation expense is recognized ratably over the requisite service period for all awards. As a result of applying the provisions of ASC 718, “Compensation- Stock Compensation” (“ASC 718”) the Company recognized stock compensation expense of $212,834 and $230,832 for the three months ended June 30, 2020 and 2019, respectively. During the six months ended June 30, 2020 and 2019, the Company recognized stock compensation expense of $471,320 and $327,953, respectively.

At June 30, 2020 and December 31, 2019, there was $2,157,263 and $1,474,669, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements.

During the six months ended June 30, 2020, the Company granted 4,784 shares of common stock to five employees which were fully vested as of the date of issuance and were granted and valued at the observable price for similar instruments. As a result of applying the provisions of ASC 718, the Company recorded stock-based compensation expense in 2019, and the expense of $62,431 for the three and six months ended June 30, 2020 was allocated to shareholder’s equity for the fair value of restricted shares issued.

ASC 718 requires the use of the fair-value-based method for measuring the value of stock-based compensation. The Company estimates the fair value of each stock option award on the date of grant

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

using a Black-Scholes option-pricing model. The estimated fair value of each grant of stock options awarded during the six months ended June 30, 2020 and 2019 was determined using the following assumptions:

 

   

Expected Term. Due to the lack of a public market for the trading of shares of the Company’s common stock and the lack of sufficient company-specific historical data, the expected term of employee stock options is determined using the “simplified” method, as prescribed in SEC Staff Accounting Bulletin (“SAB”) No. 107 (“SAB 107”), whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option.

 

   

Risk-free Interest Rate. The risk-free interest rate is based on the interest rate payable on United States Treasury yield curve in effect at the time of grant for a period that is commensurate with the assumed expected term.

 

   

Dividend Yield. The dividend yield is 0% because the Company has never paid, and for the foreseeable future does not expect to pay, dividend on its shares of common stock.

 

   

Expected Volatility. The expected volatility is based on the volatility of the Company’s stock price from historical private offerings, combined with the historical stock prices of identified peer companies. Given the limited history of both the Company and comparable publicly traded peer companies, the available historical stock prices do not cover the expected term of the option. However, the Company determined that the calculated volatility still provides an appropriate basis for a reasonable and fair estimate.

The inputs and assumptions used to estimate the fair value of share-based payment awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different inputs and assumptions, the Company’s share-based compensation expense could be materially different for future awards.

For the six months ended June 30, 2020 and 2019, the grant-date fair value of stock options was estimated at the time of grant using the following weighted-average inputs and assumptions in the Black-Scholes option pricing model:

 

     For the Six Months Ended
June 30,
 
     2020     2019  

Weighted-average expected volatility

     69.88     61.82

Weighted-average expected term (years)

     6.23       5.98  

Weighted-average expected risk-free interest rate

     0.74     2.37

Dividend yield

     0.00     0.00
  

 

 

   

 

 

 

Weighted-average fair value of options granted

   $ 8.42     $ 7.16  

12. Preferred Stock

The Company is authorized to issue 1,061,720 shares of preferred stock at a par value of $0.001, including 162,340 shares of Series A-1 preferred stock, 152,253 shares of Series A-2 preferred stock, 383,142 of Series B-1 preferred stock, and 363,985 of Series B-2 preferred stock, of which 162,340 shares of Series A-1 preferred stock, 152,253 shares of Series A-2 preferred stock, and 383,142 shares of Series B-1 preferred stock were outstanding as of June 30, 2020.

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

As of December 31, 2019, the Company was authorized to issue 1,329,680 shares of preferred stock at a par value of $0.001, including 1,117,426 shares of Series A-1 preferred stock, including 609,078 which were undesignated preferred, and 152,253 shares of Series A-2 preferred stock, of which 162,340 shares of Series A-1 preferred stock and 152,253 shares of Series A-2 preferred stock were outstanding.

Series A-1 and A-2 Preferred Stock

Effective November 19, 2018, the Company executed a capital transaction of $25,000,000 with a private investor, with $15,000,000 funded at the closing date and an additional $10,000,000 to be funded one year following the execution. The additional tranche was determined to be embedded in the initial agreement and not subject to bifurcation accounting. The investing entity received Series A-1 preferred stock, carrying certain standard protective provisions.

In conjunction with this equity infusion, in November and December 2018, the Company further sold to existing stockholders an additional $7,000,000 of shares of Series A-1 and A-2 preferred stock, carrying the same standard protective provisions noted above, partially offset by redemptions of common stock of $670,133. One additional redemption of common stock was completed in January 2019 for $1,079,878.

All shares of Series A-1 and A-2 preferred stock issued are convertible into common stock at any time at the option of the holder, or mandatorily convertible into common stock upon the event of an initial public offering. The Series A-1 and A-2 preferred stock are redeemable upon the occurrence of a deemed liquidation event. The Company determined that this redemption feature requires classification of both Series A-1 and A-2 preferred stock as mezzanine equity in our balance sheet as of June 30, 2020 and December 31, 2019. Shares of preferred stock are entitled to non-cumulative dividends paid on an as-converted basis when, and if, paid to common stock. In the event of liquidation, shares of preferred stock receive a per share amount equal to the greater of the original purchase price plus accrued dividends in preference of the common stockholders, or the amount that holders of preferred stock would receive on an as-converted basis. Preferred stock carry pro rata participation rights in subsequent issuances of securities.

Shares of Series A-2 preferred stock were issued at a 20% discount, based on preexisting terms in a line of credit agreement with the investor. As a result, the $673,133 was recorded as a reduction to additional paid-in-capital in 2018 and was considered a deemed dividend increasing the net loss attributable to common stockholders.

On November 18, 2019, the Company negotiated the repurchase of 609,013 shares of Series A-1 preferred stock from a private investor for $7,500,000, or $12.32 per share, and the termination of the private investor’s commitment to fund an additional $10,000,000 in November 2019. At the time of repurchase, the carrying value of the shares of Series A-1 preferred stock outstanding on the balance sheet was $14,999,901, or a value of $24.63 per share. The favorable rate at which the shares were able to be negotiated resulted in a deemed contribution of $7,448,879 which was included in net loss available to common stockholders.

Series B-1 and B-2 Preferred Stock

Effective April 13, 2020, the Company completed a private placement to a third-party investor for 383,142 shares of its Series B-1 preferred stock for total proceeds of $10,000,006, or $26.10 per

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

share. The shares of Series B-1 preferred stock issued are convertible into common stock at any time at the option of the holder, or mandatorily convertible into common stock upon the event of an initial public offering. The Series B-1 preferred stock are redeemable upon the occurrence of a deemed liquidation event. The Company determined that this redemption feature requires classification of the Series B-1 preferred stock as mezzanine equity in our balance sheet as of June 30, 2020.

In connection with the closing of the private placement of Series B-1 preferred stock on April 13, 2020, the Company entered into a Stockholder Agreement with the investor, under which the Company granted the investor (i) the right to purchase a specified percentage of the Company’s common stock in the event of an initial public offering of the Company’s common stock or in a concurrent private placement (the “Participation Right”), (ii) the right to designate one member to Laird Superfood’s board of directors, and (iii) the right to designate a representative as an observer to Laird Superfood’s board of directors, in each case for so long as the investor and its affiliates hold more than five percent of the shares of the Company’s outstanding common stock. The Participation Right will terminate in the event of an initial public offering of the Company’s common stock, but the investor’s right to designate a member of the board of directors for election and an observer of the board of directors will continue for so long as the investor holds more than five percent of the outstanding common stock of the Company. The Company also issued a warrant to purchase common stock to the investor on April 13, 2020, which provides that if the investor exercises the Participation Right for $10,000,000 of shares of the Company’s common stock, the investor will be entitled to purchase at the time of the closing of the offering, for $0.01 per share, a number of shares of the Company’s common stock equal to ten percent of the shares then held by the investor and its affiliates (including shares issuable upon conversion of the Series B-1 preferred stock), but excluding the amounts purchased by the investor or its affiliates in the offering or otherwise.

In accordance with ASC 480, the Company recorded the Series B-1 preferred stock issued with detachable warrants by allocating the proceeds to the instruments based on their relative fair values. Utilizing the Black-Scholes option pricing model, the Company calculated the fair value of the warrants on April 13, 2020 to be approximately $899,617. The fair value of the warrants was computed assuming a risk-free interest rate of 0.17%, no dividends, expected volatility of approximately 65%, which was calculated based on a combination of historical volatility and the history of comparable peer companies, and an expected warrant life of approximately 0.75 years. As a result, the relative fair value for the warrants of $825,366 was recorded as an increase to additional paid-in-capital and a preferred stock discount. The discount is being amortized as a deemed discount over approximately 11.5 months, which is estimated based on the expected timing of a Warrant Exercisability Trigger and the customary lock-up agreement of six months once exercised.

The effective conversion price of Series B-1 preferred stock were issued at a discount to the Company’s current estimated common stock value as a result of the relative fair value allocation between instruments issued, resulting in a beneficial conversion feature on the Series B-1 preferred stock. The beneficial conversion feature of $825,366 was recorded initially as a preferred stock discount, however, due to the immediate conversion right, a deemed dividend to the preferred stock holders was recognized as a reduction to additional paid-in-capital in the three and six months ended June 30, 2020 and was considered a deemed dividend increasing the net loss attributable to common stockholders.

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

In conjunction with the issuance of the Series B-1 preferred stocks, the Company amended and restated its certificate of incorporation to decrease the number of authorized shares of preferred stock to 1,061,720 shares of preferred stock, and designate 383,142 shares of authorized and unissued shares of preferred stock as Series B-1 preferred stock, and 363,985 shares of authorized and unissued shares of preferred stock as Series B-2 preferred stock.

13. Earnings per Share

Basic earnings (loss) per share is determined by dividing net loss attributable to Laird Superfood, Inc. common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is similarly determined, except that the denominator is increased to include the number of additional common and preferred shares that would have been outstanding if all dilutive potential common and preferred shares had been issued. Dilutive potential common and preferred shares consist principally of employee stock options and convertible preferred stock issued by the Company and are calculated using the treasury stock method. Basic earnings per share is reconciled to diluted earnings per share in the following table:

 

     Three Months Ended
June 30,
    Six Months Ended June 30,  
     2020     2019     2020     2019  

Net loss

   $ (3,006,390   $ (2,251,185   $ (5,001,620   $ (3,971,443
  

 

 

   

 

 

   

 

 

   

 

 

 

Less deemed dividend of beneficial conversion feature

     (825,366     -         (825,366     -    

Less deemed dividend on warrant discount

     (179,427     -         (179,427     -    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Laird Superfood, Inc. common stockholders

     (4,011,183     (2,251,185     (6,006,413     (3,971,443
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding- basic

     4,325,265       3,520,338       4,303,305       3,514,705  

Dilutive securities

     -         -         -         -    
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding- diluted

     4,325,265       3,520,338       4,303,305       3,514,705  
  

 

 

   

 

 

   

 

 

   

 

 

 

Common stock equivalent shares excluded due to anti-dilutive effect

     2,209,061       2,655,940       1,880,653       2,655,940  
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted:

        

Net loss per share (basic)

   $ (0.93   $ (0.64   $ (1.40   $ (1.13
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share (diluted)

   $ (0.93   $ (0.64   $ (1.40   $ (1.13
  

 

 

   

 

 

   

 

 

   

 

 

 

14. Concentrations

The Company had 68 percent trade accounts receivable from four customers at June 30, 2020. The Company had 81 percent of trade accounts receivable from three customers at December 31, 2019.

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

The Company had 40 percent of accounts payable due to two vendors at June 30, 2020. The Company had 55 percent of accounts payable due to four vendors at December 31, 2019.

The Company sold a substantial portion of products to two customers (25%) for the three months ended June 30, 2020. As of June 30, 2020, the amount due from these customers included in accounts receivable was $355,708. The Company had no significant customers for the three months ended June 30, 2019. The Company sold a substantial portion of products to one customer (22%) for the six months ended June 30, 2020 and had no significant customers for the six months ended June 30, 2019. The loss of a significant customer, or the failure to attract new customers, could have an adverse effect on the Company’s business, results of operation and financial condition.

The Company purchased a substantial portion of raw materials and packaging from four suppliers (68%) and four suppliers (75%) for the three months ended June 30, 2020, and 2019. The Company purchased a substantial portion of raw materials and packaging from two suppliers (50%) and four suppliers (71%) for the six months ended June 30, 2020 and 2019. The loss of any major supplier could have a material adverse impact on the Company’s results of operations, cash flows and financial position.

In addition, our top suppliers are in a similar geographic area, which increases the risk of significant supply disruptions from local and regional events. Vietnam, Indonesia, and the Philippines geographically accounted for approximately 59% and 64% of our total raw materials and packaging purchases in the three months ended June 30, 2020, and 2019, respectively. Vietnam, Indonesia, and the Philippines geographically accounted for approximately 65% of our total raw materials and packaging purchases in the six months ended June 30, 2020. Vietnam, Peru, and the Philippines geographically accounted for approximately 62% of our total raw materials and packaging purchases in the six months ended June 30, 2019. In the event that our supply from our current suppliers is interrupted, our operations may be interrupted resulting in lost revenue, added costs and distribution delays that could harm our business and customer relationships until we are able to identify and enter into an agreement with one or more alternative suppliers.

15. Related Party

The Company conducts business with suppliers and service providers who are also stockholders of the Company. From time to time, service providers are offered shares of common stock as compensation for their services. Shares provided as compensation are calculated based on the fair value of the service provided and the most recent equity offering price per share. Additional material related party transactions are noted below.

License Agreements

On May 26, 2020, the Company executed a License and Preservation Agreement which superseded the predecessor license and preservation agreement with both individuals. Among other modifications, the agreement (i) modified certain approval rights, (ii) modified certain assignment, change of control and indemnification provisions, and (iii) granted the Company the right to extend the term of the agreement for additional ten-year terms upon the expiration of the initial one-hundred year term. No additional consideration was exchanged in connection with the agreement. See additional discussion related to the LH License in Note 1 of the financial statements.

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

On November 19, 2018, the Company executed a License and Preservation Agreement with Laird Hamilton, a significant stockholder, and Gabrielle Reece, an immediate family member of Mr. Hamilton, which superseded the predecessor license agreements with both individuals. The agreement added specific terms related to noncompetition and allowable usage of the property under the license. No additional consideration was exchanged in connection with the agreements and the life of the agreement was set at 100 years.

On May 2, 2018, the Company entered into the GR License. Pursuant to the GR License, Gabrielle Reece granted the Company rights to her name, signature, voice, picture, image, likeness and biographical information commencing on July 1, 2015 in exchange for $100. See additional discussion related to the GR License in Note 1 of the financial statements.

On August 3, 2015, the Company entered into the LH License. This agreement stated Laird Hamilton’s contribution to the Company was in the form of intellectual property, granting the Company the right to use Laird Hamilton’s name and likeness in exchange for 660,000 shares of equity in the Company valued at $132,000. See additional discussion related to the LH License in Note 1 of the financial statements.

16. Revenue Recognition

The Company’s primary source of revenue is sales of coffee creamers, hydration and beverage enhancing supplements, and coffee, tea and hot chocolate products. The Company recognizes revenue when control of the promised good or service is transferred to the customer and in amounts that the Company expects to collect. The timing of revenue recognition takes into consideration the various shipping terms applicable to the Company’s sales. Each delivery or shipment made to a third party customer is considered to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. The Company is entitled to collection of the sales price under normal credit terms. Additionally, the Company estimates the impact of certain common practices employed by us and other manufacturers of consumer products, such as scan-based trading, product rebate and other pricing allowances, product returns, trade promotions, sales broker commissions and slotting fees. These estimates are recorded at the end of each reporting period.

In accordance with ASC Topic 606, the Company disaggregates net sales from contracts with customers based on the characteristics of the products sold:

 

     Three Months Ended June 30,  
     2020     2019  
     $     % of Total     $     % of Total  

Coffee Creamers

   $ 4,097,020       73   $ 1,945,428       66

Hydration and Beverage Enhancing Supplements

     983,582       18     546,609       19

Coffee, Tea, and Hot Chocolate Products

     1,223,451       22     398,410       13

Other

     64,286       1     133,573       5
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross Sales

     6,368,339       114     3,024,020       102

Shipping income

     43,793       0     110,602       4

Returns and discounts

     (803,302     -14     (180,432     -6
  

 

 

   

 

 

   

 

 

   

 

 

 

Sales, net

   $ 5,608,830       100   $ 2,954,190       100
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

     Six Months Ended June 30,  
     2020     2019  
     $     % of Total     $     % of Total  

Coffee Creamers

   $ 8,017,868       72   $ 3,709,042       68

Hydration and Beverage Enhancing Supplements

     1,849,298       17     841,787       15

Coffee, Tea, and Hot Chocolate Products

     1,979,141       18     731,145       13

Other

     200,262       2     207,116       4
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross Sales

     12,046,569       109     5,489,090       100

Shipping income

     195,345       2     197,309       4

Returns and discounts

     (1,149,859     -11     (241,092     -4
  

 

 

   

 

 

   

 

 

   

 

 

 

Sales, net

   $ 11,092,055       100   $ 5,445,307       100
  

 

 

   

 

 

   

 

 

   

 

 

 

The Company generates revenue through three channels: online, wholesale, and food service:

 

     Three Months Ended June 30,  
     2020     2019  
     $     % of Total     $     % of Total  

Online

   $ 3,684,526       66   $ 1,752,515       59

Wholesale

     1,823,188       32     1,157,306       39

Food Service

     101,116       2     44,369       2
  

 

 

   

 

 

   

 

 

   

 

 

 

Sales, net

   $ 5,608,830       100.00   $ 2,954,190       100
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     Six Months Ended June 30,  
     2020     2019  
     $     % of Total     $     % of Total  

Online

   $ 6,335,220       57   $ 3,095,890       57

Wholesale

     4,551,047       41     2,281,635       42

Food Service

     205,788       2     67,782       1
  

 

 

   

 

 

   

 

 

   

 

 

 

Sales, net

   $ 11,092,055       100   $ 5,445,307       100
  

 

 

   

 

 

   

 

 

   

 

 

 

Contract assets and liabilities (rewards programs, accrued returns, and customer deposits) have been estimated and recorded as of June 30, 2020. Contract assets and liabilities were considered insignificant as of June 30, 2019. Receivables from contracts with customers are included in Accounts Receivable, net on the Company’s balance sheets. At June 30, 2020 and December 31, 2019, Accounts receivable, net included, $709,017 and $384,806, respectively, in receivables from contracts with customers.

17. Impact of COVID-19

Since January of 2020, the coronavirus (COVID-19) outbreak, characterized as a pandemic by the World Health Organization on March 11, 2020, has caused significant disruptions in international and U.S. economies and markets. In the first half of 2020, demand for our shelf-stable powdered coffee creamers, hydration and beverage enhancing supplements, and coffee, tea and hot chocolate products has risen as consumers prepare more meals in their homes. As we work in a critical

 

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Financial Statements

 

infrastructure industry as part of the nation’s food supply, we have implemented health and safety policies for all of our staff, including a transition to telework wherever possible; enacted strict sanitation protocols throughout our operations; and restricted access to visitors. Our top priority is the health and safety of our employees, and we are following published guidelines by the Center for Disease Control and other governmental health organizations in implementing procedures to protect our employees. The pandemic is an ever evolving and challenging situation and its impact on our business in the future is uncertain.

 

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Shares

LOGO

Laird Superfood, Inc.

Common Stock

 

 

PROSPECTUS

 

 

Joint Book-Running Managers

 

Canaccord Genuity   Craig-Hallum Capital Group

Co-Manager

Roth Capital Partners

                    , 2020

Through and including                     , 2020 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.


Table of Contents

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following is a statement of estimated expenses and costs (other than underwriting discounts and commissions), to be paid solely by us, in connection with the issuance and distribution of the securities being registered hereby. Other than the SEC registration fee, the stock exchange fee and the FINRA filing fee, the amounts set forth below are estimates:

 

     Amount to
be Paid
 

SEC registration fee

   $ 5,192  

FINRA filing fee

                 

Stock exchange listing fee

                 

Printing and engraving expenses

                 

Legal fees and expenses

                 

Accounting fees and expenses

                 

Transfer agent and registrar fees

                 

Miscellaneous fees and expenses

                 
  

 

 

 

Total

   $              
  

 

 

 

 

*

To be provided by amendment.

Item 14. Indemnification of Directors and Officers.

Section 102 of the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation that will be effective upon the closing of this offering provides that none of our directors shall be personally liable to us or our shareholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust, or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which

 

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such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our amended and restated certificate of incorporation that will be effective upon the closing of this offering provides that we will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee, or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

Our amended and restated certificate of incorporation that will be effective upon the closing of this offering provides that we will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

We have entered into indemnification agreements with certain of our directors, and we intend to enter into indemnification agreements with all of our directors and executive officers prior to the completion of this offering. These indemnification agreements may require us, among other things, to indemnify each such director for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him or her in any action or proceeding arising out of his or her service as one of our directors.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

 

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Item 15. Recent Sales of Unregistered Securities

The following list sets forth information as to all securities we have sold since January 1, 2017, which were not registered under the Securities Act giving effect to a 2-for-1 split of our common stock. which was effected on August 19, 2020.

 

  1.

From March 2016 through May 2017, we issued and sold an aggregate of 667,500 shares of our common stock to investors for an aggregate purchase price of $1,335,000.

 

  2.

In May 2017, we issued and sold an aggregate of 260,000 shares of our common stock to investors for an aggregate purchase price of $1,950,000.

 

  3.

In December 2017, we issued and sold an aggregate of 460,000 shares of our common stock for an aggregate purchase price of $3,450,000.

 

  4.

From March 2018 through June 2018, we issued and sold an aggregate of 472,778 shares of our common stock to investors for an aggregate purchase price of $4,055,008.

 

  5.

From November 2018 through December 2018, we issued and sold an aggregate of 923,670 shares of our Series A convertible preferred stock to investors for an aggregate purchase price of $21,999,994.

 

  6.

From September 2019 through March 2020, we issued and sold an aggregate of 806,614 shares of our common stock to investors for an aggregate purchase price of $11,695,903.

 

  7.

In April 2020, we issued and sold 383,142 shares of our Series B-1 convertible preferred stock to Danone Manifesto Ventures, PBC at $26.10 per share for an aggregate purchase price of $10,000,006.

 

  8.

During the past three years, we issued options to purchase an aggregate of              shares of our common stock under the Laird Superfood, Inc. 2018 Stock Option Incentive Program. Upon the exercise of options, we issued to non-employee consultants (i) 37,500 shares of our common stock on April 26, 2017 for an aggregate purchase price of $75,000, (ii) 10,000 shares of our common stock on August 1, 2017 for an aggregate purchase price of $20,000, and (iii)                 .

We claimed exemption from registration under the Securities Act for the sale and issuance of securities in the transactions described in paragraphs (1) through (8) by virtue of Section 4(a)(2) and/or Regulation D promulgated thereunder as transactions not involving any public offering. All of the purchasers of unregistered securities for which we relied on Section 4(a)(2) and/or Regulation D represented that they were accredited investors as defined under the Securities Act. We claimed such exemption on the basis that (a) the purchasers in each case represented that they intended to acquire the securities for investment only and not with a view to the distribution thereof and that they either received adequate information about the registrant or had access, through employment or other relationships, to such information and (b) appropriate legends were affixed to the stock certificates issued in such transactions.

We claimed exemption from registration under the Securities Act for the sales and issuances of securities in the transactions described in paragraph (9) above under Section 4(a)(2) of the Securities Act in that such sales and issuances did not involve a public offering or under Rule 701 promulgated under the Securities Act, in that they were offered and sold either pursuant to written compensatory plans or pursuant to a written contract relating to compensation, as provided by Rule 701.

 

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Item 16. Exhibits.

(a) Exhibits

 

Exhibit No.

 

Description

  1.1*   Form of Underwriting Agreement.
  3.1   Second Amended and Restated Certificate of Incorporation of Laird Superfood, Inc., as amended, as currently in effect.
  3.2   Bylaws of Laird Superfood, Inc., as currently in effect.
  3.3*   Form of Amended and Restated Certificate of Incorporation of Laird Superfood, Inc., to be effective upon the closing of this offering.
  3.4*   Form of Amended and Restated Bylaws of Laird Superfood, Inc., to be effective upon the closing of this offering.
  4.1*   Form of Stock Certificate for Common Stock.
  4.2   Warrant to Purchase Common Stock of Laird Superfood, Inc. dated April 13, 2020.
  4.3   Stockholder Agreement, dated April 13, 2020, between the Company and Danone Manifesto Ventures, PBC.
  5.1*   Opinion of Hogan Lovells US LLP.
10.1#   Form of Laird Superfood, Inc. 2020 Omnibus Incentive Plan.
10.2#*   Form of Incentive Stock Option Agreement under the 2020 Omnibus Incentive Plan.
10.3#*   Form of Non-Qualified Stock Option Agreement under 2020 Omnibus Incentive Plan.
10.4#*   Form of Restricted Stock Award Agreement under the 2020 Omnibus Incentive Plan.
10.5#*   Form of Indemnification Agreement for Non-Employee Directors.
10.6#   Laird Superfood, Inc. 2018 Equity Incentive Plan, and form of award agreement thereunder.
10.7#   Laird Superfood, Inc. 2016 Stock Incentive Plan, and form of award agreement thereunder.
10.8#   Form of Laird Superfood 2020 Employee Stock Purchase Plan.
10.9#   Form of Amended and Restated Employment Agreement between the Company and Paul Hodge (to be effective upon the closing of this offering).
10.10#   Form of Amended and Restated Employment Agreement between the Company and Valerie Ells (to be effective upon the closing of this offering).
10.11#   Form of Amended and Restated Employment Agreement between the Company and Luan Pham (to be effective upon the closing of this offering).
10.12   License and Preservation Agreement, dated May 26, 2020, by and among the Company, Laird Hamilton, and Gabrielle Reece.
10.13   Loan Agreement, dated August 10, 2017, between the Company and East Asset Management, LLC.
10.14   Commercial Pledge Agreement, dated February 5, 2019, between the Company and First Interstate Bank, as amended February 26, 2020.
23.1   Consent of Moss Adams LLP.
23.2*   Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
24.1   Powers of Attorney (included on signature page).
99.1   Consent of Geoffrey T. Barker, Director Nominee.
99.2   Consent of Maile Clark, Director Nominee.
99.3   Consent of Jim Buechler, Director Nominee.

 

*

To be filed by amendment.

#

Indicates management contract or compensatory plan.

 

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(b) Financial Statement Schedules

No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or related notes, which are incorporated herein by reference.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Sisters, State of Oregon, on the 31st day of August, 2020.

 

Laird Superfood, Inc.
By:  

/s/ Paul W. Hodge Jr.

Name:   Paul W. Hodge Jr.
Title:   President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul Hodge Jr. and Valerie Ells, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Paul W. Hodge Jr.

   President, Chief Executive Officer and Director (Principal Executive Officer)   August 31, 2020
Paul W. Hodge Jr.

/s/ Valerie Ells

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

  August 31, 2020
Valerie Ells

/s/ Thomas Wetherald

   Chairman of the Board and Director   August 31, 2020
Thomas Wetherald

/s/ Laird Hamilton

   Chief Innovator and Director   August 31, 2020
Laird Hamilton

/s/ Gregory Graves

   Director   August 31, 2020
Gregory Graves
EX-3.1 2 d934473dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

LAIRD SUPERFOOD, INC.

As Amended August 19, 2020

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)

Laird Superfood, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1.    That the name of this corporation is Laird Superfood, Inc., and that this corporation was originally incorporated pursuant to the General Corporation Law on July 3, 2018 under the name Laird Superfood, Inc. (the “Original Certificate of Incorporation”).

2.    That this corporation duly amended and restated the Original Certificate of Incorporation on November 19, 2018 (the “First Amended and Restated Certificate of Incorporation”).

3.    That the Board of Directors of the Corporation duly adopted resolutions proposing to amend and restate the First Amended and Restated Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the First Amended and Restated Certificate of Incorporation of this corporation be amended and restated in its entirety to read as follows:

FIRST: The name of this corporation is Laird Superfood, Inc. (the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street – Corporation Trust Center, Wilmington, Delaware 19801, in the County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 9,600,000 shares of Common Stock, $0.001 par value per share (“Common Stock) and (ii) 1,061,720 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock). Effective at the time of filing (the “Effective Time) of this Certificate of Amendment to the Corporation’s Second Amended and Restated Certificate of Incorporation pursuant to the General Corporation Law of the State of Delaware, and notwithstanding any contrary provision in the Second Amended and Restated Certificate of Incorporation, each share of the Common Stock (the “Old Common Stock) issued and outstanding shall be reclassified and subdivided into two (2.00) validly issued, fully paid and non-assessable shares of the Corporation’s common stock, $0.001 par value per share (the “New Common Stock), without any action by the holder thereof (such change, reclassification and subdivision being referred to herein as the “Stock Split). Each certificate that theretofore represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified and subdivided; provided, that each person holding of record a stock certificate or certificates that represented shares of Old Common Stock shall be entitled to receive, upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing the number of shares of New Common Stock to which such person is entitled pursuant to the Stock Split.


The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A.    COMMON STOCK

1.    General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein.

2.    Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings). There shall be no cumulative voting. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of this Second Amended and Restated Certificate of Incorporation) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

B.    PREFERRED STOCK

162,340 shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated “Series A-1 Preferred Stock”, 152,253 shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated “Series A-2 Preferred Stock”, 383,142 shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated “Series B-1 Preferred Stock” and 363,985 shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated “Series B-2 Preferred Stock” with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations. The Series A-1 Preferred Stock and Series A-2 Preferred Stock are referred to as “Series A Preferred Stock” and have identical provisions except as otherwise specified herein. The Series B-1 Preferred Stock and Series B-2 Preferred Stock are referred to as “Series B Preferred Stock” and have identical provisions except as otherwise specified herein. Unless otherwise indicated, references to “sections” or “subsections” in this Part B of this Article Fourth refer to sections and subsections of Part B of this Article Fourth.

1.    Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in this Second Amended and Restated Certificate of Incorporation): the holders of the Series B Preferred Stock then outstanding shall first receive, and the holders of Series A Preferred Stock then outstanding shall second receive or simultaneously receive, a dividend on each outstanding applicable share of Preferred Stock in an amount at least equal to (i) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per applicable share of Preferred Stock as would equal the product of (A) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (B) the number of shares of Common Stock issuable upon conversion of an applicable

 

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share of Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend or (ii) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per applicable share of Preferred Stock determined by (1) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (2) multiplying such fraction by an amount equal to the Applicable Original Issue Price (as defined below); provided that, if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Corporation, the dividend payable to the holders of Series B Preferred Stock and Series A Preferred Stock, as applicable, pursuant to this Section 1 shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series B Preferred Stock dividend or highest Series A Preferred Stock dividend, as applicable. The “Series A-1 Original Issue Price” shall mean $24.63 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A-1 Preferred Stock. The “Series A-2 Original Issue Price” shall mean $19.704 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A-2 Preferred Stock. The Series A-1 Original Issue Price and the Series A-2 Original Issue Price are collectively referred to as the “Series A Original Issue Price”. The “Series B-1 Original Issue Price” shall mean $26.10 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B-1 Preferred Stock. The Board of Directors of the Corporation is hereby authorized to provide by resolution from time to time solely during the Additional Offering Period (as defined in the Amended and Restated Investors’ Rights Agreement of the Corporation, dated as of April 13, 2020 (the “Amended and Restated Investors Rights Agreement”)) for the issuance of shares of Series B-2 Preferred Stock up to the number of shares of Series B-2 Preferred Stock authorized herein, and by filing a certificate pursuant to the General Corporation Law, to set the original purchase price per share of any such Series B-2 Preferred Stock (the “Series B-2 Original Issue Price”), or otherwise cause this Second Amended and Restated Certificate of Incorporation to be amended to reflect such amended Series B-2 Original Issue Price, which shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B-2 Preferred Stock. The Series B-1 Original Issue Price and the Series B-2 Original Issue Price are collectively referred to as the “Series B Original Issue Price”. The “Applicable Original Issue Price” means: (i) the Series A Original Issue Price, in respect of the Series A Preferred Stock, or (ii) the Series B Original Issue Price, in respect of the Series B Preferred Stock.

2.    Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

  2.1    Preferential Payments to Holders of Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, on a pari passu basis, and in the event of a Deemed Liquidation Event (as defined below), the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to

 

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stockholders in such Deemed Liquidation Event or out of the Available Proceeds (as defined below), as applicable, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, on a pari passu basis, an amount per share equal to the greater of (i) the Applicable Original Issue Price, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the amount payable pursuant to this sentence is hereinafter referred to as the “Applicable Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1, the holders of shares of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

  2.2    Payments to Holders of Common Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment in full of all Applicable Liquidation Amounts required to be paid to the holders of shares of Preferred Stock, the remaining assets of the Corporation available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of Preferred Stock pursuant to Section 2.1 or the remaining Available Proceeds, as the case may be, shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares held by each such holder.

  2.3    Deemed Liquidation Events.

2.3.1    Definition. Each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of at least a majority of the outstanding shares of Series B Preferred Stock (the “Requisite Holders”) elect otherwise by written notice sent to the Corporation at least three (3) days prior to the effective date of any such event:

(a)    a merger or consolidation in which

 

  (i)

the Corporation is a constituent party or

 

  (ii)

a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation,

except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or

 

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(b)    (1) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole or (2) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

2.3.2    Effecting a Deemed Liquidation Event.

(a)    The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be paid to the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2.

(b)    In the event of a Deemed Liquidation Event referred to in Subsection 2.3.1(a)(ii) or 2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause; (ii) to require the redemption of such shares of Preferred Stock, and (iii) if the holders of at least a majority of the then outstanding shares of Preferred Stock so request in a written instrument delivered to the Corporation not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), on the one hundred fiftieth (150th) day after such Deemed Liquidation Event (the “Redemption Date”), to redeem all outstanding shares of Preferred Stock at a price per share equal to the Applicable Liquidation Amount (the “Redemption Price”). Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. The Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock not less than twenty-five (25) days prior to the Redemption Date. Each Redemption Notice shall state: (a) the number of shares of Preferred

 

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Stock held by the holder that the Corporation shall redeem on the Redemption Date specified in the Redemption Notice; (b) the Redemption Date and the Redemption Price; and (c) for holders of shares in certificated form, that the holder is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the Redemption Date, each holder of shares of Preferred Stock to be redeemed on such Redemption Date shall, if a holder of shares in certificated form, surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. If any shares of Preferred Stock are not redeemed for any reason on any Redemption Date, all such unredeemed shares shall remain outstanding and entitled to all the rights and preferences provided herein, and the Corporation shall pay interest on the Redemption Price applicable to such unredeemed shares at an aggregate per annum rate equal to ten percent (10%) (increased by one percent (1%) each month following the Redemption Date until the Redemption Price, and any interest thereon, is paid in full), with such interest to accrue daily in arrears and be compounded annually; provided, however, that in no event shall such interest exceed the maximum permitted rate of interest under applicable law (the “Maximum Permitted Rate”), provided, however, that the Corporation shall take all such actions as may be necessary, including without limitation, making any applicable governmental filings, to cause the Maximum Permitted Rate to be the highest possible rate. In the event any provision hereof would result in the rate of interest payable hereunder being in excess of the Maximum Permitted Rate, the amount of interest required to be paid hereunder shall automatically be reduced to eliminate such excess; provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable Redemption Date to the extent permitted by law. Prior to the distribution or redemption provided for in this Subsection 2.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business.

2.3.3    Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities to be paid or distributed to such holders pursuant to such Deemed Liquidation Event. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation, including the approval of the Series B Director (as defined herein).

2.3.4    Allocation of Escrow and Contingent Consideration. In the event of a Deemed Liquidation Event pursuant to Subsection 2.3.1(a)(i), if any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies (the “Additional Consideration”), the Merger Agreement shall provide that (a) the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 as if the Initial Consideration were the only

 

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consideration payable in connection with such Deemed Liquidation Event; and (b) any Additional Consideration which becomes payable to the stockholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Subsection 2.3.4, consideration placed into escrow or retained as a holdback to be available for satisfaction of indemnification or similar obligations in connection with such Deemed Liquidation Event shall be deemed to be Additional Consideration.

3.    Voting.

  3.1    General. On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of the applicable Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of this Second Amended and Restated Certificate of Incorporation, holders of Preferred Stock shall vote together with the holders of Common Stock as a single class and on an as-converted to Common Stock basis.

  3.2    Election of Directors. The holders of record of the shares of Series B Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Corporation (the “Series B Director”) and the holders of record of the shares of Common Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation. Any director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of Series B Preferred Stock or Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 3.2, then any directorship not so filled shall remain vacant until such time as the holders of the Series B Preferred Stock or Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series A Preferred Stock and the Series B Preferred Stock), exclusively and voting together as a single class, shall be entitled to elect the balance of the total number of directors of the Corporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 3.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 3.2.

 

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  3.3    Series B Preferred Stock Protective Provisions. At any time when at least 114,943 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock) are outstanding, the Corporation (or any of its subsidiaries, as applicable) shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or this Second Amended and Restated Certificate of Incorporation) the written consent or affirmative vote of the Requisite Holders given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

3.3.1    amend, alter or repeal any provision of this Second Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation, the Amended and Restated Voting Agreement of the Corporation, the Amended and Restated Investors’ Rights Agreement or the Amended and Restated Right of First Refusal and Co-Sale Agreement of the Corporation, or otherwise alter or change the rights, preferences or privileges of the Series B Preferred Stock, in a manner that adversely affects the rights, preferences or privileges of the Series B Preferred Stock, or this Section 3.3;

3.3.2    liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any merger or consolidation or any other Deemed Liquidation Event, or consent to any of the foregoing in each case, if such transaction (i) occurs prior to the second (2nd) anniversary of the date hereof and (ii) would result in payment to the holders of Series B-1 Preferred of a per share cash amount less than the Series B-1 Issue Price (subject to adjustments for stock dividends, splits, combinations and similar events);

3.3.3    create, or authorize the creation of, or issue or obligate itself to issue shares of (excluding, for the avoidance of doubt, issuances of Series B-2 Preferred Stock up to the number authorized herein), any additional class or series of capital stock unless the same ranks junior to the Series B Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends and rights of redemption, or increase the authorized number of shares of Series B Preferred Stock or increase the authorized number of shares of any additional class or series of capital stock of the Corporation unless the same ranks junior to the Series B Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends and rights of redemption;

3.3.4    (i) reclassify, alter or amend any existing security of the Corporation that is pari passu with the Series B Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Series B Preferred Stock in respect of any such right, preference, or privilege or (ii) reclassify, alter or amend any existing security of the Corporation that is junior to the Series B Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Series B Preferred Stock in respect of any such right, preference or privilege;

 

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3.3.5    purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Corporation other than (i) redemptions of or dividends or distributions on the Series B Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock and (iii) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service at a purchase price equal to (a) the lower of (I) the original purchase price or (II) the then-current fair market value therefor or (b) such other purchase price approved by the Board of Directors of the Corporation, including the Series B Director;

3.3.6    create, or authorize the creation of, or issue, or authorize the issuance of any debt security or create any lien or security interest (except for purchase money liens or statutory liens of landlords, mechanics, materialmen, workmen, warehousemen and other similar persons arising or incurred in the ordinary course of business) or incur other indebtedness for borrowed money, including but not limited to obligations and contingent obligations under guarantees, or permit any subsidiary to take any such action with respect to any debt security lien, security interest or other indebtedness for borrowed money, if the aggregate indebtedness of the Corporation and its subsidiaries for borrowed money following such action would exceed $500,000 other than equipment leases, bank lines of credit or trade payables incurred in the ordinary course unless such debt security, lien, security interest or other indebtedness for borrowed money has received the prior approval of the Board of Directors of the Corporation, including the approval of the Series B Director;

3.3.7    create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Corporation;

3.3.8    increase or decrease the authorized number of directors constituting the Board of Directors of the Corporation; provided that this Subsection 3.3.8 shall not apply to any increase in the authorized number of directors in connection with a Qualified Public Offering (as defined below);

3.3.9    change the principal business of the Corporation, which shall be deemed to be plant-based foods and supplements (the “Business”) or exit the Business;

3.3.10    cause or permit any of its subsidiaries to sell, issue, sponsor, create or distribute any digital tokens, cryptocurrency or other blockchain-based assets (collectively, “Tokens”), including through a pre-sale, initial coin offering, token distribution event or crowdfunding, or through the issuance of any instrument convertible into or exchangeable for Tokens; or

3.3.11    take any action to authorize any of the foregoing.

4.    Optional Conversion.

The holders of the Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

 

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  4.1    Right to Convert.

4.1.1    Conversion Ratio. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Applicable Original Issue Price by the Applicable Conversion Price (as defined below) in effect at the time of conversion. The “Series A-1 Conversion Price” shall initially be equal to $24.63. The “Series A-2 Conversion Price” shall initially be equal to $19.704. The Series A-1 Conversion Price and the Series A-2 Conversion Price are collectively referred to as the “Series A Conversion Price.” The “Series B-1 Conversion Price” shall initially be equal to $26.10. The “Series B-2 Conversion Price”, if any shares of Series B-2 Preferred Stock are issued by the Corporation, shall initially be equal to the original purchase price of such share of Series B-2 Preferred Stock as issued by the Corporation. The Series B-1 Conversion Price and the Series B-2 Conversion Price are collectively referred to as the “Series B Conversion Price.” The Series A Conversion Price and the Series B Conversion Price are collectively referred to as the “Applicable Conversion Price.” Such initial Applicable Conversion Price, and the rate at which shares of Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

4.1.2    Termination of Conversion Rights. In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Preferred Stock.

  4.2    Fractional Shares.    No fractional shares of Common Stock shall be issued upon conversion of the Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board of Directors of the Corporation. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.

  4.3    Mechanics of Conversion.

4.3.1    Notice of Conversion. In order for a holder of Preferred Stock to voluntarily convert shares of Preferred Stock into shares of Common Stock, such holder shall (a) provide written notice to the Corporation’s transfer agent at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent) that such holder elects to convert all or any number of such holder’s shares of Preferred Stock and, if applicable, any event on which such conversion is contingent and, (b) if such holder’s shares are certificated, surrender the certificate or certificates for such shares of Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the

 

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Corporation serves as its own transfer agent). Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the shares of Common Stock to be issued. If required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such notice and, if applicable, certificates (or lost certificate affidavit and agreement) shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time (i) issue and deliver to such holder of Preferred Stock, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of the shares of Preferred Stock represented by the surrendered certificate that were not converted into Common Stock, (ii) pay in cash such amount as provided in Subsection 4.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and (iii) pay all declared but unpaid dividends on the shares of Preferred Stock converted.

4.3.2    Reservation of Shares. The Corporation shall at all times when the Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Second Amended and Restated Certificate of Incorporation. Before taking any action which would cause an adjustment reducing the Applicable Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Applicable Conversion Price.

4.3.3    Effect of Conversion. All shares of Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Subsection 4.2 and to receive payment of any dividends declared but unpaid thereon. Any shares of Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

 

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4.3.4    No Further Adjustment. Upon any such conversion, no adjustment to the Applicable Conversion Price shall be made for any declared but unpaid dividends on the applicable Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion.

4.3.5    Taxes. The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Preferred Stock pursuant to this Section 4. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

  4.4    Adjustments to Applicable Conversion Price for Diluting Issues.

4.4.1    Special Definitions. For purposes of this Article Fourth, the following definitions shall apply:

(a)    “Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

(b)    “Applicable Original Issue Date” shall mean (i) the date on which the first share of the Series B-1 Preferred Stock was issued with respect to the Series B-1 Preferred Stock, (ii) the date on which the first share of the Series B-2 Preferred Stock is issued with respect to the Series B-2 Preferred Stock, if any share of the Series B-2 Preferred Stock is issued, (iii) the date on which the first share of Series A-1 Preferred Stock was issued with respect to the Series A-1 Preferred Stock or (iv) the date on which the first share of Series A-2 Preferred Stock was issued with respect to the Series A-2 Preferred Stock.

(c)    “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

(d)    “Additional Shares of Common Stock” shall mean all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Applicable Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

 

  (i)

shares of Common Stock, Options or Convertible Securities issued as a dividend or distribution on Preferred Stock;

 

  (ii)

shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Subsection 4.5, 4.6, 4.7 or 4.8;

 

 

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  (iii)

shares of Common Stock or Options issued to employees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to the Corporation’s 2018 Incentive Equity Plan (the “2018 Plan”) or any other plan, agreement or arrangement approved by the Board of Directors of the Corporation, including the approval of the Series B Director;

 

  (iv)

shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or shares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security;

 

  (v)

shares of Common Stock, Options or Convertible Securities issued as acquisition consideration pursuant to the acquisition of another entity by the Corporation by merger, majority stock purchase, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board of Directors of the Corporation;

 

  (vi)

shares of Common Stock, Options or Convertible Securities issued to a third party pursuant to an agreement that provides that the use of proceeds from such issuance shall be used solely to fund an acquisition of another entity by the Corporation by merger, majority stock purchase, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board of Directors of the Corporation; or

 

  (vii)

the Warrant to Purchase Common Stock issued by the Corporation on April 13, 2020, and the shares of Common Stock issuable upon the exercise thereof.

 

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4.4.2    No Adjustment of Applicable Conversion Price. No adjustment in the Applicable Conversion Price shall be made as the result of the issuance or deemed issuance of Additional Shares of Common Stock if the Corporation receives written notice from the Requisite Holders agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock.

4.4.3    Deemed Issue of Additional Shares of Common Stock.

(a)    If the Corporation at any time or from time to time after the Applicable Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

(b)    If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Applicable Conversion Price pursuant to the terms of Subsection 4.4.4, are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Applicable Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Applicable Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (b) shall have the effect of increasing the Applicable Conversion Price to an amount which exceeds the lower of (i) the Applicable Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Applicable Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock (other than deemed issuances of Additional Shares of Common Stock as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.

(c)    If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Exempted Securities), the issuance of which did not result in an adjustment to the Applicable Conversion Price pursuant to

 

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the terms of Subsection 4.4.4 (either because the consideration per share (determined pursuant to Subsection 4.4.5) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Applicable Conversion Price then in effect, or because such Option or Convertible Security was issued before the Applicable Original Issue Date), are revised after the Applicable Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Subsection 4.4.3(a)) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

(d)    Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Applicable Conversion Price pursuant to the terms of Subsection 4.4.4, the Applicable Conversion Price shall be readjusted to such Applicable Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued.

(e)    If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Applicable Conversion Price provided for in this Subsection 4.4.3 shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (b) and (c) of this Subsection 4.4.3). If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Applicable Conversion Price that would result under the terms of this Subsection 4.4.3 at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to Applicable Conversion Price that such issuance or amendment took place at the time such calculation can first be made.

4.4.4    Adjustment of Applicable Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Applicable Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 4.4.3), without consideration or for a consideration per share less than the Applicable Conversion Price in effect immediately prior to such issuance or deemed issuance, then the Applicable Conversion Price

 

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shall be reduced to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:

CP2 = CP1 * (A + B) ÷ (A + C)

For purposes of the foregoing formula, the following definitions shall apply:

(a)    “CP2” shall mean the Applicable Conversion Price in effect immediately after such issuance or deemed issuance of Additional Shares of Common Stock;

(b)    “CP1” shall mean the Applicable Conversion Price in effect immediately prior to such issuance or deemed issuance of Additional Shares of Common Stock;

(c)    “A” shall mean the number of shares of Common Stock outstanding immediately prior to such issuance or deemed issuance of Additional Shares of Common Stock (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issuance or deemed issuance or upon conversion or exchange of Convertible Securities (including the Preferred Stock) outstanding (assuming exercise of any outstanding Options therefor) immediately prior to such issue);

(d)    “B” shall mean the number of shares of Common Stock that would have been issued if such Additional Shares of Common Stock had been issued or deemed issued at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Corporation in respect of such issue by CP1); and

(e)    “C” shall mean the number of such Additional Shares of Common Stock issued in such transaction.

For the avoidance of doubt, any adjustment to the Applicable Conversion Price shall be made solely with respect to the applicable class of Preferred Stock (i.e., if there is an issuance of Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 4.4.3), without consideration or for a consideration per share less than the Series B-1 Conversion Price but above the Series A Conversion Price, then the Series B-1 Conversion Price shall be adjusted pursuant to this Subsection 4.4.4, but the Series A Conversion Price shall not be adjusted).

Furthermore, for the avoidance of doubt, such calculation of the adjustment of the Applicable Conversion Price upon an issuance of Additional Shares of Common Stock shall be made promptly after the final closing of such issuance.

4.4.5    Determination of Consideration. For purposes of this Subsection 4.4, the consideration received by the Corporation for the issuance or deemed issuance of any Additional Shares of Common Stock shall be computed as follows:

(a)    Cash and Property: Such consideration shall:

 

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  (i)

insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest;

 

  (ii)

insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and

 

  (iii)

in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the Corporation.

(b)    Options and Convertible Securities. The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Subsection 4.4.3, relating to Options and Convertible Securities, shall be determined by dividing:

 

  (i)

The total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

 

  (ii)

the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the

 

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  conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

(c)    East Asset Management. For purposes of this Subsection 4.4.5, any purchases by East Asset Management, LLC (“East”) in an offering of equity securities of the Corporation pursuant to East’s participation rights under the loan agreement dated August 10, 2017 with the Corporation (the “Loan Agreement”) shall be deemed to be purchased at the pre-discount price of such offering, without regard to East’s discount under the Loan Agreement.

4.4.6    Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Applicable Conversion Price pursuant to the terms of Subsection 4.4.4, and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, then, upon the final such issuance, the Applicable Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

  4.5    Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Applicable Original Issue Date effect a subdivision of the outstanding Common Stock, the Applicable Conversion Price in effect immediately before that subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Corporation shall at any time or from time to time after the Applicable Original Issue Date combine the outstanding shares of Common Stock, the Applicable Conversion Price in effect immediately before the combination shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

  4.6    Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Applicable Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Applicable Conversion Price in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Applicable Conversion Price then in effect by a fraction:

 

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(1)    the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

(2)    the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Notwithstanding the foregoing (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Applicable Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Applicable Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

  4.7    Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after the Applicable Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock) or in other property and the provisions of Section 1 do not apply to such dividend or distribution, then and in each such event the holders of Preferred Stock shall receive, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

  4.8    Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of the Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Preferred Stock.

 

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  4.9    Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Applicable Conversion Price pursuant to this Section 4, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than ten (10) days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Preferred Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which the Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Preferred Stock (but in any event not later than ten (10) days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (i) the Applicable Conversion Price then in effect, and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of Preferred Stock.

  4.10    Notice of Record Date. In the event:

(a)    the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

(b)    of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event; or

(c)    of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation,

then, and in each such case, the Corporation will send or cause to be sent to the holders of the Preferred Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Preferred Stock and the Common Stock. Such notice shall be sent at least ten (10) days prior to the record date or effective date for the event specified in such notice.

5.    Mandatory Conversion.

  5.1    Mandatory Conversion Trigger Events. Upon either (a) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”) at a price of at least (A) $35.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar

 

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recapitalization with respect to the Common Stock), if such Public Offering occurs within the twelve (12) month period immediately following the date hereof, or (B) $52.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), if such Public Offering occurs more than twelve (12) months following the date hereof, and, in each case, resulting in at least $35,000,000 of proceeds, net of the underwriting discount and commissions, to the Corporation and in connection with such offering the Common Stock is listed for trading on the Nasdaq Stock Market’s Global Select, Global or Capital Markets, the New York Stock Exchange, the NYSE American or another exchange or marketplace approved by the Board of Directors of the Corporation, including the approval of the Series B Director (a “Qualified Public Offering”) or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the Requisite Holders (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “Mandatory Conversion Time”), then (i) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate as calculated pursuant to Subsection 4.4.1, and (ii) such shares may not be reissued by the Corporation.

  5.2    Mandatory Conversion Procedural Requirements. All holders of record of applicable shares of Preferred Stock shall be sent written notice of the Mandatory Conversion Time and the place designated for mandatory conversion of all such applicable shares of Preferred Stock pursuant to this Section 5. Such notice need not be sent in advance of the occurrence of the Mandatory Conversion Time. Upon receipt of such notice, each holder of applicable shares of Preferred Stock in certificated form shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice. If so required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Preferred Stock converted pursuant to Subsection 5.1, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender any certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of any certificate or certificates of such holders (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Subsection 5.2. As soon as practicable after the Mandatory Conversion Time and, if applicable, the surrender of any certificate or certificates (or lost certificate affidavit and agreement) for Preferred Stock, the Corporation shall (a) issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and (b) pay cash as provided in Subsection 4.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and the payment of any declared but unpaid dividends on the applicable shares of Preferred Stock converted. Such applicable converted Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of applicable shares of Preferred Stock accordingly.

 

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6.    Redeemed or Otherwise Acquired Shares. Any shares of Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Preferred Stock following redemption.

7.    Waiver. Any of the rights, powers, preferences and other terms of the Series A Preferred Stock set forth herein may be waived on behalf of all holders of Series A Preferred Stock by the affirmative written consent or vote of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding. Any of the rights, powers, preferences and other terms of the Series B Preferred Stock set forth herein may be waived on behalf of all holders of Series B Preferred Stock by the affirmative written consent or vote of the holders of at least a majority of the shares of Series B Preferred Stock then outstanding. Any of the rights, powers, preferences and other terms of the Preferred Stock as a class set forth herein may be waived on behalf of all holders of Preferred Stock as a class by the affirmative written consent or vote of the holders of at least a majority of the shares of Preferred Stock then outstanding, voting together as a class.

8.    Notices. Any notice required or permitted by the provisions of this Article Fourth to be given to a holder of shares of Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the General Corporation Law, and shall be deemed sent upon such mailing or electronic transmission.

FIFTH: Subject to any additional vote required by this Second Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation, the Amended and Restated Voting Agreement of the Corporation, the Amended and Restated Investors’ Rights Agreement or the Amended and Restated Right of First Refusal and Co-Sale Agreement of the Corporation, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

SIXTH: Subject to any additional vote required by this Second Amended and Restated Certificate of Incorporation, the Amended and Restated Voting Agreement of the Corporation, the Amended and Restated Investors’ Rights Agreement or the Amended and Restated Right of First Refusal and Co-Sale Agreement of the Corporation, the number of directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation. Each director shall be entitled to one vote on each matter presented to the Board of Directors of the Corporation; provided, however, that, so long as the holders of Series B Preferred Stock are entitled to elect the Series B Director, the affirmative vote the Series B Director shall be required for the authorization by the Board of Directors of the Corporation of any of the matters set forth in Section 5.3 of the Amended and Restated Investors’ Rights Agreement, by and among the Corporation and the other parties thereto, as such agreement may be further amended and/or restated from time to time.

SEVENTH: Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

 

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EIGHTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors of the Corporation or in the Bylaws of the Corporation.

NINTH: To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article Ninth to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article Ninth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

TENTH:

1.    Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was, at any time during which this Certificate of Incorporation is in effect (whether or not such person continues to serve in such capacity at the time any indemnification or payment of expenses pursuant hereto is sought or at the time any proceeding relating thereto exists or is brought), a director or officer of the Corporation or is or was at any such time serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (hereinafter, an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity while serving as a director, officer, trustee, employee or agent, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor of the Corporation by merger or otherwise) to the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or modification, only to the extent that such amendment or modification permits the Corporation to provide greater indemnification rights than said law permitted the Corporation to provide prior to such amendment or modification), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974 and amounts paid or to be paid in settlement) incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in Section 4 of this Article Tenth, the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized in the first instance by the Board of Directors of the Corporation.

 

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2.    Advancement of Expenses. The right to indemnification conferred upon Indemnitees in this Article Tenth shall include the right, without the need for any action by the Board of Directors of the Corporation, to be paid by the Corporation (and any successor of the Corporation by merger or otherwise) the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter, the “Undertaking”) by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal (a “Final Disposition”) that such director or officer is not entitled to be indemnified for such expenses under this Article Tenth or otherwise.

3.    Nature of Rights; Other Sources. The rights conferred upon Indemnitees in this Article Tenth shall be contract rights between the Corporation and each Indemnitee to whom such rights are extended that vest at the commencement of such person’s service to or at the request of the Corporation and all such rights shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation or ceased to serve at the Corporation’s request as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, as described herein, and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. The Corporation hereby acknowledges that certain Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance (other than directors’ and officers’ liability insurance or similar insurance obtained or maintained by or on behalf of the Corporation, its affiliates or any of the foregoing’s respective subsidiaries) from persons or entities other than the Corporation (collectively, the “Other Indemnitors”). The Corporation hereby agrees (i) that it is the indemnitor of first resort of the Indemnitees (i.e., its obligations to an Indemnitee hereunder are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by an Indemnitee and shall be liable for the full amount of all losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) to the extent legally permitted and as required by the terms hereof, without regard to any rights an Indemnitee may have against the Other Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Other Indemnitors on behalf of an Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Corporation hereunder shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Corporation. For the avoidance of doubt, no person or entity providing directors’ or officers’ liability insurance or similar insurance obtained or maintained by or on behalf of the

 

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Corporation, any of its affiliates or any of the foregoing’s respective subsidiaries, including any person or entity providing such insurance obtained or maintained as contemplated by Section 8 of this Article Tenth, shall be an Other Indemnitor.

4.    Claims. To obtain indemnification under this Article Tenth, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this Section 4, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (i) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (ii) if no request is made by the claimant for a determination by Independent Counsel, (a) by the a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum, (b) if there are no such Disinterested Directors, or if a majority of the Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors of the Corporation, a copy of which shall be delivered to the claimant, or (c) if a majority of Disinterested Directors so directs, by a majority of the stockholders of the Corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by the Board of Directors of the Corporation. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within ten (10) days after such determination.

5.    Enforcement. If a claim under Section 1 of this Article Tenth is not paid in full by the Corporation within sixty (60) days after a written claim pursuant to Section 4 of this Article Tenth has been received by the Corporation, or if a claim under Section 2 of this Article Tenth is not paid in full by the Corporation within twenty (20) days after a written claim therefor has been made, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim to the fullest extent permitted by law. It shall be a defense to any such action that (x) in the case of a claim for indemnification, the claimant has not met the standard of conduct which makes it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed or (y) in the case of a claim for an advancement of expenses, that the claimant is not entitled to the requested advancement of expenses, but (except where the required Undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, Disinterested Directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board, Disinterested Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

6.    Procedures. If a determination shall have been made pursuant to Section 4 of this Article Tenth that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 5 of this Article Tenth. The Corporation shall be precluded from asserting in any judicial proceeding

 

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commenced pursuant to Section 5 of this Article Tenth that the procedures and presumptions of this Article Tenth are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Article Tenth.

7.    Non-Exclusive Rights. The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Article Tenth: (i) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Second Amended and Restated Certificate of Incorporation, the Corporation’s Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise and (ii) cannot be terminated by the Corporation, the Board of Directors of the Corporation or the stockholders of the Corporation with respect to any act or omission that is the subject of the Proceeding for which indemnification or advancement of expenses is sought prior to the date of such termination. Any amendment, modification, alteration or repeal of this Article Tenth (by merger, consolidation or otherwise) that in any way diminishes, limits, restricts, adversely affects or eliminates any right of an Indemnitee or his or her successors to indemnification, advancement of expenses or otherwise shall be prospective only and shall not, without the written consent of the Indemnitee, in any way diminish, limit, restrict, adversely affect or eliminate any such right with respect to any actual or alleged state of facts, occurrence, action or omission then or previously existing, or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such actual or alleged state of facts, occurrence, action or omission.

8.    Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

9.    Additional Rights. The Board of Directors of the Corporation may grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in connection with any Proceeding in advance of its final disposition, to any current or former employee or agent of the Corporation to the fullest extent of the provisions of this Article Tenth with respect to the indemnification and advancement of expenses of current or former directors and officers of the Corporation.

10.    Severability. If any provision or provisions of this Article Tenth shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article Tenth (including, without limitation, each portion of any section of this Article Tenth containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article Tenth (including, without limitation, each such portion of any section of this Article Tenth containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

11.    Definitions; Construction. For purposes of this Article Tenth: “Disinterested Director” means a director of the Corporation who is not and was not a party to the Proceeding in respect of which indemnification is sought by the claimant; and “Independent

 

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Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporate law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Article Tenth. Any reference to an officer of the Corporation in this Article Tenth shall be deemed to refer exclusively to the officers appointed as such pursuant to the Bylaws by the Board of Directors of the Corporation or by an officer to whom the Board of Directors of the Corporation has delegated the power to appoint officers, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors (or equivalent governing body) of such other entity pursuant to the certificate of incorporation and bylaws (or equivalent organizational documents) of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise has been given or has used the title of “vice president” or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article Tenth.

12.    Notices. Any notice, request or other communication required or permitted to be given to the Corporation under this Article Tenth shall be in writing and either delivered in person or sent by telecopy, fax, email, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

Any amendment, repeal or modification of the foregoing provisions of this Article Tenth shall not (a) adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification or (b) increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to, such amendment, repeal or modification.

ELEVENTH: The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Preferred Stock or any partner, member, director, stockholder, employee, affiliate or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, the persons referred to in clauses (i) and (ii) are “Covered Persons”), unless such matter, transaction or interest is first presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation while such Covered Person is performing services in such capacity. Any repeal or modification of this Article Eleventh will only be prospective and will not affect the rights under this Article Eleventh in effect at the time of the occurrence of any actions or omissions to act giving rise to liability.

 

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Notwithstanding anything to the contrary contained elsewhere in this Second Amended and Restated Certificate of Incorporation, the affirmative vote of the Requisite Holders will be required to amend or repeal, or to adopt any provisions inconsistent with this Article Eleventh.

TWELFTH: Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s certificate of incorporation or bylaws or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and, to the fullest extent permitted by law, to have consented to the provisions of this Article Twelfth. If any provision or provisions of this Article Twelfth shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Twelfth (including, without limitation, each portion of any sentence of this Article Twelfth containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

*    *    *

4.    That the foregoing amendment and restatement was approved by the holders of the requisite number of shares of this Corporation in accordance with Section 228 of the General Corporation Law.

5.    That this Second Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of the First Amended and Restated Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.

 

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IN WITNESS WHEREOF, this Second Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this 13th day of April, 2020.

 

By:   /s/ Paul Hodge
Name:   Paul Hodge
Title:   Chief Executive Officer

 

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EX-3.2 3 d934473dex32.htm EX-3.2 EX-3.2

Exhibit 3.2

BYLAWS

OF

LAIRD SUPERFOOD, INC.

(Effective as of July 2nd, 2018)

ARTICLE I

OFFICES, CORPORATE SEAL

Section 1.01.    Registered Office. The registered office of the corporation in Delaware shall be that set forth in the Certificate of Incorporation or in the most recent amendment of the Certificate of Incorporation or in a certificate filed with the Secretary of State of Delaware changing the registered office.

Section 1.02.    Other Offices. The corporation may have such other offices, within or without the State of Delaware, as the directors shall, from time to time, determine.

Section 1.03. Corporate Seal. The corporate seal, if one is adopted, shall be in such form as the Board of Directors shall approve. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.01.    Place and Time of Meetings. All meetings of the stockholders shall be held at such place as may be designated from time to time by the Board of Directors and, in the absence of such designation, shall be held at the principal executive office of the corporation. The directors shall designate the time of day for each meeting of the stockholders and, in the absence of such designation, every meeting of stockholders shall be held at ten o’clock a.m. local time at the place of such meeting. Notwithstanding the foregoing, the Board of Directors may determine that the meeting shall not be held at any place, but may instead be held by means of remote communication.

Section 2.02.    Annual Meetings. Unless directors are elected by written consent in lieu of an annual meeting, the corporation shall hold annual meetings of stockholders on such date and at such time as shall be designated from time to time by the Board of Directors. If an annual meeting is held, then at such meeting the stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. If a written consent electing directors is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

Section 2.03.    Special Meetings. Special meetings of the stockholders, called by the Board of Directors or the Chief Executive Officer, may be held at any time and for any purpose or purposes, unless otherwise prescribed by statute. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice thereof (except to the extent that such notice is waived or is not required as provided in the General Corporation Law of the State of Delaware (the “DGCL”) or these Bylaws).

 

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Section 2.04.    Quorum, Adjourned Meetings. Stockholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. Except as otherwise provided by statute or by the Certificate of Incorporation, the holders of a majority of the shares entitled to vote at the meeting, and who are present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter. Once a share is represented for any purpose at a meeting (other than solely to object (1) to holding the meeting or transacting business at the meeting, or (2) (if it is a special meeting) to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice), it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time.

Section 2.05.    Voting. Unless otherwise provided in the DGCL or in the corporation’s Certificate of Incorporation, and subject to the other provisions of these Bylaws, each stockholder shall be entitled to one vote on each matter, in person or by proxy, for each share of the corporation’s capital stock that has voting power and that is held by such stockholder. Cumulative voting shall not be allowed in the election of directors or for any other reason. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.06.    Required Vote. When a quorum is present at any meeting of stockholders, all matters shall be determined, adopted and approved by the affirmative vote (which need not be by ballot) of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote with respect to the matter, unless the proposed action is one upon which, by express provision of statute or of the Certificate of Incorporation, a different vote is specified and required, in which case such express provision shall govern and control with respect to that vote on that matter. If the Certificate of Incorporation provides for more or less than one vote for any share, on any matter, every reference in these Bylaws to a majority or other proportion of stock, voting stock or shares shall refer to a majority or other proportion of the votes of such stock, voting stock or shares. Where a separate vote by a class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class. Notwithstanding the foregoing, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Section 2.07.    Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, the Board of

 

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Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty days nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in the manner prescribed by Section 213(b) of the DGCL. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 2.08.    List of Stockholders. After the record date for a meeting of stockholders has been fixed, at least ten days before such meeting, the officer who has charge of the stock ledger of the corporation shall make a list of all stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder (but not the electronic mail address or other electronic contact information, unless the Board of Directors so directs) and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (1) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (2) during ordinary business hours, at the principal place of business of the corporation. If the meeting is to be held at a place, then such list shall also, for the duration of the meeting, be produced and kept open to the examination of any stockholder who is present at the time and place of the meeting. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 2.09.    Notice of Meetings. Notice of any meeting of stockholders, stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and (if it is a special meeting) the purpose or purposes for which the meeting is called, shall be

 

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given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting (except to the extent that such notice is waived or is not required as provided in the DGCL or these Bylaws). Such notice shall be given in accordance with, and shall be deemed effective as set forth in, Sections 222 and 232 (or any successor section or sections) of the DGCL.

Section 2.10.    Waiver of Notice. Whenever the giving of any notice is required by statute, the Certificate of Incorporation or these Bylaws, a written waiver thereof signed by the person or persons entitled to said notice, or a waiver thereof by electronic transmission by the person entitled to said notice, delivered to the corporation, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice (1) of such meeting, except when the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (2) (if it is a special meeting) of consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter at the beginning of the meeting.

Section 2.11.    Written Action. Any action required or permitted to be taken at a stockholders’ meeting may be taken without a meeting, without prior notice and without a vote, if the action is taken by persons who would be entitled to vote at a meeting and who hold shares having voting power equal to not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the stockholders entitled to take action without a meeting, and delivered to the corporation in the manner prescribed by the DGCL for inclusion in the minute book. No consent shall be effective to take the corporate action specified unless the number of consents required to take such action are delivered to the corporation within sixty days of the delivery of the earliest-dated consent. A telegram, cablegram or other electronic transmission, including e-mail, consenting to such action and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 2.11, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (1) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (2) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is delivered to the corporation in accordance with Section 228(d)(1) of the DGCL. Written notice of the action taken shall be given in accordance with the DGCL to all stockholders who do not participate in taking the action who would have been entitled to notice if such action had been taken at a meeting having a record date on the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

Section 2.12.    Remote Communication. If authorized by the Board of Directors, and subject to such guidelines as the Board of Directors may adopt, stockholders and proxyholders

 

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not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at such meeting whether such meeting is held at a designated place or solely by means of remote communication, provided that (1) the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (2) the corporation implements reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (3) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action is maintained by the corporation.

ARTICLE III

DIRECTORS

Section 3.01.    General Powers. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, subject to any limitation set forth in the Certificate of Incorporation or as otherwise may be provided in the DGCL.

Section 3.02.    Number. The number of directors of the corporation shall be determined from time to time by the Board of Directors but in no case shall the number of directors be less than one.

Section 3.03.    Nomination and Term of Office. The Board of Directors shall nominate candidates to stand for election as directors; and other candidates also may be nominated by any corporation stockholder, provided such other nomination(s) are submitted in writing to the Secretary of the corporation, or such other officer of the corporation as may be designated by the Board of Directors, no later than ninety days prior to the meeting of stockholders at which such directors are to be elected, together with the identity of the nominator and the number of shares of the corporation’s stock owned, directly or indirectly, by the nominator. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.08 hereof, and each director elected shall hold office until such director’s successor is elected and qualified or until the director’s earlier death, resignation or removal. Directors need not be stockholders.

Section 3.04.    Board Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by any director on one day’s notice to each other director, either personally or by telephone, express delivery service (so that the scheduled delivery date of the notice is at least one day in advance of the meeting), telegram, facsimile transmission, electronic mail (effective when directed to an electronic mail address of the director), or other electronic transmission, as defined in Section 232(c) (or any successor section) of the DGCL (effective when directed to the director), and on five days’ notice by mail (effective upon deposit of such notice in the mail). The notice need not describe the purpose of a special meeting.

Section 3.05.    Waiver of Notice. A director may waive any notice required by statute, the Certificate of Incorporation or these Bylaws before or after the date and time stated in the

 

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notice. Except as set forth below, the waiver must be in writing, signed by the director entitled to the notice, or made by electronic transmission by the director entitled to the notice, and delivered to the corporation for inclusion in the minute book. Notwithstanding the foregoing, a director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 3.06.    Quorum. A majority of the directors holding office immediately prior to a meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these Bylaws.

Section 3.07.    Remote Communications. Members of the Board of Directors may participate in a meeting of the Board of Directors by any communication by means of which all participating directors can simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 3.08.    Vacancies; Newly Created Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the affirmative vote of a majority of the directors then in office, although fewer than a quorum, or by a sole remaining director. The previous sentence notwithstanding, whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by the affirmative vote of a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Each director so chosen shall hold office until the next election of directors of the class to which such director was appointed, and until such director’s successor is elected and qualified, or until the director’s earlier death, resignation or removal. In the event that one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until the next election of directors, and until such director’s successor is elected and qualified, or until the director’s earlier death, resignation or removal.

Section 3.09.    Removal. Any or all of the directors may be removed from office at any time, with or without cause, in accordance with Section 141(k) of the DGCL.

Section 3.10.    Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board of Directors. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by each director, and delivered to the corporation for inclusion in the minute book.

 

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Section 3.11.    Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or adopting, amending or repealing any Bylaw of the corporation; and unless the resolution designating the committee, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the DGCL. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the resolution of the Board of Directors appointing the committee, all provisions of the DGCL and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members. Unless otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

Section 3.12.    Compensation. The Board of Directors shall from time to time determine the amount and type of compensation, if any, to be paid to directors for their service on the Board of Directors and its committees. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

Section 4.01.    Offices Created; Election. The corporation shall have such officers as the Board of Directors, the Chief Executive Officer, if any, or the President, if any, from time to time may elect; provided, however, that the Chief Executive Officer and the President shall be elected by the Board of Directors. Any number of offices or functions of those offices may be held or exercised by the same person. The Board of Directors, the Chief Executive Officer or the President may elect officers at any time.

Section 4.02.    Term of Office. Each officer shall hold office until his or her successor has been elected and qualified, unless a different term is specified at the time such officer is elected, or until his or her earlier death, resignation or removal.

 

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Section 4.03.    Removal of Officers. Any officer may be removed from office at any time, with or without cause, by the Board of Directors, the Chief Executive Officer or the President; provided, however, that the Chief Executive Officer or the President shall be removed only by the Board of Directors.

Section 4.04.    Resignation. An officer may resign at any time by giving written notice to the corporation. A resignation will be effective upon its receipt by the corporation unless the resignation specifies that it is to be effective at some later time or upon the occurrence of some specified later event.

Section 4.05.    Vacancies. A vacancy in any office may be filled by the Board of Directors, the Chief Executive Officer or the President; provided, however, that any vacancy in the office of Chief Executive Officer shall be filled, if at all, by the Board of Directors.

Section 4.06.    Powers. Unless otherwise specified by the Board of Directors, each officer shall have those powers and shall perform those duties that are (1) set forth in these Bylaws (if any are so set forth), (2) specified at the time such officer is elected or in any subsequent resolution or document with respect to such officer’s duties authorized by the Board of Directors, the Chief Executive Officer or the President or (3) commonly incident to the office held. An officer elected or appointed pursuant to Section 4.01 may, without the approval of the Board of Directors, the Chief Executive Officer or the President, as applicable, delegate some or all of the duties and powers of an office to other persons.

Section 4.07.    Chief Executive Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the Chief Executive Officer, if any: (1) shall have general active management of the business of the corporation; (2) shall see that all orders and resolutions of the Board of Directors are carried into effect; and (3) shall perform such other duties as from time to time may be assigned by the Board of Directors. If at any time the corporation does not have a President, or the President is absent, disqualified from acting, unable to act or refuses to act, then the Chief Executive Officer shall have the powers and authority of the President under the DGCL and these Bylaws.

Section 4.08.    Chief Financial Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the Chief Financial Officer, if any: (1) shall cause to be kept accurate financial records for the corporation; (2) shall render to the Chief Executive Officer, the President and the Board of Directors, whenever requested, an account of all the transactions and of the financial condition of the corporation; and (3) shall perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or the President from time to time.

Section 4.09.    President. The President, if any, shall be subject to the direction and control of the Chief Executive Officer and the Board of Directors and shall have such powers and duties as the Board of Directors or the Chief Executive Officer may assign to the President. If the Chief Executive Officer is absent, disqualified from acting, unable to act or refuses to act, then the President shall have the powers of, and shall perform the duties of, the Chief Executive Officer.

 

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Section 4.10.    Vice Presidents. The Vice Presidents, if any, shall be subject to the direction and control of the Board of Directors, the Chief Executive Officer and the President and shall have such powers and duties as the Board of Directors, the Chief Executive Officer or the President may assign to them.

Section 4.11.    Treasurer. The Treasurer, if any, shall be subject to the direction and control of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer and the President, and shall have such powers and duties as the Board of Directors, the Chief Executive Officer, the Chief Financial Officer or the President may assign to the Treasurer.

Section 4.12.    Secretary. The Secretary, if any, shall be subject to the direction and control of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer and the President, and shall have such powers and duties as the Board of Directors, the Chief Executive Officer, the Chief Financial Officer or the President may assign to the Secretary.

Section 4.13.    Other Officers. Any other officer elected by the Board of Directors, the Chief Executive Officer or the President shall have those powers and shall perform those duties that are (1) specified at the time such officer is elected or in any subsequent resolution or document with respect to such officer’s duties authorized by the Board of Directors, the Chief Executive Officer or the President and (2) commonly incident to the office held.

Section 4.14.    Compensation. The compensation of officers of the corporation shall be fixed by the Board of Directors or by any officer or officers authorized by the Board of Directors to prescribe the compensation of such other officers.

Section 4.15.    Fidelity Bonds. The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

ARTICLE V

CAPITAL STOCK

Section 5.01.    Certificate for Shares. The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates, and, if stock is issued in uncertificated form, each holder thereof, shall be entitled upon request to have a certificate (representing the number of shares registered in certificate form) signed in the name of the corporation by the Chairperson or Vice Chairperson of the Board of Directors, or the President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar whose signature or facsimile signature appears on a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 5.02.    Issuance of Shares. The Board of Directors is authorized to cause to be issued shares of the corporation up to the full amount authorized by the Certificate of

 

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Incorporation in such amounts as may be determined by the Board of Directors and as may be permitted by law. No shares shall be allotted except in consideration of cash or other property, tangible or intangible, received or to be received by the corporation under a written agreement, of services rendered, or of other consideration as may be allowed under Section 152 of the DGCL.

Section 5.03.    Transfer of Shares. The shares of stock of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his or her attorney upon surrender for cancellation of a certificate or certificates for the same number of shares, or other evidence of ownership if no certificates shall have been issued, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the validity of the signature as the corporation or its agents may reasonably require. The Board of Directors may appoint one or more transfer agents and registrars to maintain the share records of the corporation and to effect share transfers on its behalf.

Section 5.04.    Stockholders of Record. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to receive notifications, to vote as such owner, and to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise may be provided by the DGCL.

Section 5.05.    Loss of Certificates. Any stockholder claiming a certificate for shares to be lost, stolen or destroyed shall make an affidavit of that fact in such form as the Board of Directors shall require and shall, if the Board of Directors so requires, give the corporation a bond of indemnity in form, in an amount, and with one or more sureties satisfactory to the Board of Directors, to indemnify the corporation against any claim which may be made against it on account of the certificate alleged to have been lost, stolen or destroyed or on account of the reissue of such certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to have been lost, stolen or destroyed.

ARTICLE VI

DIVIDENDS

Section 6.01.    Declaration of Dividends. Subject to the provisions of the Certificate of Incorporation, of these Bylaws, and of law, the Board of Directors may declare dividends whenever, and in such amounts as, in its opinion, are deemed advisable.

Section 6.02.    Entitled Stockholders. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

 

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ARTICLE VII

INDEMNIFICATION AND INSURANCE

Section 7.01.    Authorization of Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether by or in the right of the corporation or otherwise (a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the corporation (and any successor to the corporation by merger or otherwise) to the fullest extent authorized by, and subject to the conditions and (except as provided herein) procedures set forth in the DGCL, as the same exists or may hereafter be amended (but any such amendment shall not be deemed to limit or prohibit the rights of indemnification hereunder for past acts or omissions of any such person insofar as such amendment limits or prohibits the indemnification rights that said law permitted the corporation to provide prior to such amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (except for a suit or action pursuant to Section 7.02 hereof) only if such proceeding (or part thereof) was authorized by the Board of Directors. Persons who are not directors or officers of the corporation and are not so serving at the request of the corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors. The indemnification conferred in this Section 7.01 also shall include the right to be paid by the corporation (and such successor) the expenses (including attorneys’ fees) incurred in the defense of or other involvement in any such proceeding in advance of its final disposition; provided, however, that, if and to the extent the DGCL requires, the payment of such expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking by or on behalf of such director or officer to repay all amounts so paid in advance if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 7.01 or otherwise; and provided further, that, such expenses incurred by other employees and agents may be so paid in advance upon such terms and conditions, if any, as the Board of Directors deems appropriate.

Section 7.02.    Right of Claimant to Bring Action Against the Corporation. In order for any claimant to seek indemnification from the corporation under this Article VII, the claimant shall deliver a written claim to the Corporation specifying in reasonable detail the amount of indemnification sought and a description of the persons, dates and circumstances giving rise to the indemnification claim. If a claim under this Section 7.02 is not paid in full by the corporation within sixty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring an action against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such action. It shall be a defense to any such action (other than an action

 

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brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the corporation to indemnify the claimant for the amount claimed or is otherwise not entitled to indemnification under Section 7.01, but the burden of proving such defense shall be on the corporation. The failure of the corporation (in the manner provided under the DGCL) to have made a determination prior to or after the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL shall not be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Unless otherwise specified in an agreement with the claimant, an actual determination by the corporation (in the manner provided under the DGCL) after the commencement of such action that the claimant has not met such applicable standard of conduct shall not be a defense to the action, but shall create a presumption that the claimant has not met the applicable standard of conduct.

Section 7.03.    Non-exclusivity. The rights to indemnification and advance payment of expenses provided by Section 7.01 hereof shall not be deemed exclusive of any other rights to which those seeking indemnification and advance payment of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Section 7.04.    Survival of Indemnification. The indemnification and advance payment of expenses and rights thereto provided by, or granted pursuant to, Section 7.01 hereof shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, partner or agent and shall inure to the benefit of the personal representatives, heirs, executors and administrators of such person.

Section 7.05.    Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, against any liability asserted against such person or incurred by such person in any such capacity, or arising out of such person’s status as such, and related expenses, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of the DGCL.

ARTICLE VIII

AMENDMENTS

Section 8.01.    Amendment. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or of the Board of Directors, at any special meeting of the stockholders or of the Board of Directors or by written action by the stockholders or by the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting or any notice required for such written action. The power of the Board of

 

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Directors to adopt, amend or repeal Bylaws shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws, and a Bylaw amendment adopted by the stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the Board of Directors.

Any action taken or authorized by the stockholders or by the Board of Directors, which would be inconsistent with the Bylaws then in effect but is taken or authorized by a vote or written action that would be sufficient to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

ARTICLE IX

SECURITIES OF OTHER CORPORATIONS

Section 9.01.    Voting Securities Held by the Corporation. Unless otherwise ordered by the Board of Directors, and subject to any limitations imposed by the Chief Executive Officer of the corporation, any elected or appointed officer of the corporation shall have full power and authority on behalf of this corporation (1) to attend any meeting of security holders of other corporations or legal entities in which this corporation may hold securities and to vote such securities on behalf of this corporation; (2) to execute any proxy for such meeting on behalf of this corporation; or (3) to execute a written consent or a written action in lieu of a meeting of such other corporation or legal entity on behalf of this corporation. The elected or appointed officer acting on behalf of this corporation shall possess and may exercise any and all rights and powers incident to the ownership of such securities that this corporation possesses. The Board of Directors or the Chief Executive Officer may, from time to time, grant such power and authority to one or more other persons. The corporation may rely on any instrument signed by an officer of any stockholder of the corporation as the act of such stockholder of the corporation, unless the Board of Directors or the Chief Executive Officer has knowledge that such reliance is not reasonable.

Section 9.02.    Purchase and Sale of Securities. Unless otherwise ordered by the Board of Directors, and subject to any limitations imposed by the Chief Executive Officer of the corporation, any elected or appointed officer of the corporation shall have full power and authority on behalf of this corporation to purchase, sell, transfer or encumber any and all securities of any other corporation or legal entity, and may execute and deliver such documents as may be necessary to effectuate such purchase, sale, transfer or encumbrance. The Board of Directors or the Chief Executive Officer may, from time to time, confer like powers upon any other person or persons.

ARTICLE X

GENERAL PROVISIONS

Section 10.01.    Inspection of Books and Records. Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to make copies or extracts from: (1) the corporation’s stock ledger, a list of its stockholders, and its other

 

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books and records; and (2) other documents as required by law. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office or at its principal place of business.

Section 10.02.    Reserve. The directors of the corporation may set apart, out of the funds of the corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 10.03.    Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

*  *  *  *  *

 

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These Bylaws were adopted by the Board of Directors of Laird Superfood, Inc. effective as of July 2nd 2018.

 

By:   /s/ Paul W. Hodge, Jr.
Name:   Paul W. Hodge, Jr.
Title:   Secretary

 

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EX-4.2 4 d934473dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

Execution Version

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ARE SUBJECT TO CONTRACTUAL OBLIGATIONS AMONG THE HOLDER AND THE COMPANY AND THE TERMS OF THE COMPANY’S SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO THE FOREGOING, AND (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

Date of Issuance

April 13, 2020

LAIRD SUPERFOOD, INC.

WARRANT TO PURCHASE COMMON STOCK

FOR VALUE RECEIVED, on and after the date of issuance of this warrant (this “Warrant”), and subject to the terms and conditions set forth herein, Danone Manifesto Ventures, PBC (the “Holder”) is entitled to purchase up to that number of shares of Common Stock (as specified below and subject to adjustment as described below) from Laird Superfood, Inc., a Delaware corporation (the “Company”), at a price per share equal to the Exercise Price (as defined below). This Warrant is issued in connection with (i) that certain Series B-1 Preferred Stock Purchase Agreement, dated on or around the date hereof, by and between the Company and the Holder (the “Purchase Agreement”), pursuant to which the Holder is purchasing shares of the Company’s Series B-1 Preferred Stock, $0.001 par value per share (the “Series B-1 Preferred Stock,” and together with the Company’s Series B-2 Preferred Stock, $0.001 par value per share, which the Company may issue and sell from time to time, the “Series B Preferred Stock”) and (ii) that certain Stockholder Agreement, dated on or around the date hereof, by and between the Company and the Holder (the “Stockholder Agreement”).

1.    Acquisition of Shares.

(a)    Number of Shares. Subject to the terms and conditions set forth herein, in the event the Holder exercises the IPO Participation Right (as defined in the Stockholder Agreement) to purchase at least $10,000,000 of shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) in the IPO (as defined in the Stockholder Agreement) and/or a Private Placement (as defined in the Stockholder Agreement), subject to ordinary course rounding adjustments (such exercise of the IPO Participation Right, a “Warrant Exercisability Trigger”), the Holder is entitled to acquire from the Company up to that number of fully paid and nonassessable shares of the Common Stock equal to (A) ten percent (10%) multiplied by (B) the total number of shares of Common Stock (whether issued or issuable upon conversion of the Series B Preferred Stock), but excluding the amounts purchased by the Holder and/or any of its Affiliates (as defined in the Stockholder Agreement) in the IPO and/or Private Placement or otherwise, then-held by the Holder and its Affiliates.


(b)    Exercise Price. The exercise price for the shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be $0.01 per share (the “Exercise Price”). The Shares and the Exercise Price shall be subject to adjustment pursuant to Section 7 hereof.

2.    Exercise Period. Subject to the conditions herein, this Warrant shall become exercisable commencing upon a Warrant Exercisability Trigger and ending at the time at which the managing underwriters for the IPO obtain from potential investors their final indications of interest immediately prior to the pricing of the IPO (the “Exercise Period”), in the manner set forth in Section 2 hereof; provided, that this Warrant shall no longer be exercisable and become null and void (i) on the date on which the Holder does not own any shares of capital stock of the Company, (ii) upon the consummation of a Deemed Liquidation Event (as defined in the Company’s Second Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, as amended and/or restated from time to time) or (iii) in the event that the Holder and its Affiliates, collectively, do not purchase at least $10,000,000 (as may be adjusted for de minimis rounding) of shares of Common Stock in the IPO and/or a Private Placement. In the event of a Deemed Liquidation Event, the Company shall notify the Holder at least twenty (20) days prior to the consummation of such Deemed Liquidation Event.

3.    Method of Exercise.

(a)    While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

(i)    the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise in the form attached hereto, to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and

(ii)    the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.

(b)    The exercise of this Warrant shall be deemed to have been effected at, and conditioned upon, the closing of the IPO, simultaneous with the Holder’s purchase of shares in the IPO and/or the Private Placement in accordance with Section 2.8 of the Stockholder Agreement. For the avoidance of doubt, this Warrant shall not be exercised if the IPO is not consummated.

(c)    As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within twenty (20) days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes and subject to compliance with applicable federal and state securities laws) may direct a certificate or certificates for the number of Shares to which such Holder shall be entitled, if the certificates are certificated (including electronically).

 

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4.    Representations and Warranties of the Company. In connection with the transactions provided for herein, the Company hereby represents and warrants to the Holder that:

(a)    Organization, Good Standing, and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets, liabilities, financial condition, prospects, property or results of operations of the Company.

(b)    Authorization. Except as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights, all corporate action has been taken on the part of the Company, its officers, directors, and stockholders necessary for the authorization, execution and delivery of this Warrant. The Company has taken all corporate action required to make all the obligations of the Company reflected in the provisions of this Warrant the valid and enforceable obligations they purport to be. The issuance of this Warrant will not be subject to preemptive rights of any stockholders of the Company. The Company has authorized, or will authorize prior to the IPO, sufficient shares of Common Stock to allow for the exercise of this Warrant.

(c)    Valid Issuance of Common Stock. The Shares, when issued, sold, and delivered in accordance with the terms of this Warrant for the consideration expressed therein, will be duly and validly issued, fully paid and nonassessable and, based in part upon the representations and warranties of the Holder in this Warrant, will be issued in compliance with all applicable federal and state securities laws.

5.    Representations and Warranties of the Holder. In connection with the transactions provided for herein, the Holder hereby represents and warrants to the Company that:

(a)    Authorization. The Holder represents that it has full power and authority to enter into this Warrant. This Warrant, when executed and delivered by the Holder, will constitute the Holder’s valid and legally binding obligation, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(b)    Acquisition Entirely for Own Account. The Holder acknowledges that this Warrant is entered into by the Holder in reliance upon the Holder’s representation to the Company that the Warrant and the Shares will be acquired for investment for the Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Holder has no present intention of selling, granting any participation in or otherwise distributing the same. By acknowledging this Warrant, the Holder further represents that the Holder does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares.

 

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(c)    Investment Experience. The Holder is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares. If other than an individual, the Holder also represents it has not been organized solely for the purpose of acquiring the Shares.

(d)    Accredited Investor. The Holder is, and at the time of exercise of this Warrant, will be, an “accredited investor” within the meaning of Rule 501 of Regulation D, as presently in effect, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act.

6.    Covenants of the Company.

(a)    Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters and stock dividends) or other distribution, the Company shall mail to the Holder, at least ten (10) days prior to such record date, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution.

(b)    Covenants as to Exercise Shares. The Company covenants and agrees that all Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance in accordance with the terms hereof, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

7.    Adjustment of Exercise Price and Number of Shares. The number and kind of Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

(a)    Subdivisions, Combinations and Other Issuances. If the Company shall at any time subdivide its Common Stock, by split-up or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend with respect to any shares of its Common Stock, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price payable per share, but the aggregate Exercise Price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 7(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

 

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(b)    Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization or change in the capital stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 7(a) above), then, as a condition of such reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities or property receivable in connection with such reclassification, reorganization or change by a holder of the same number and type of securities as were purchasable as Shares by the Holder immediately prior to such reclassification, reorganization or change; provided that the foregoing shall not nullify or amend the requirement of the Warrant Exercisability Trigger nor the Exercise Period. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities or property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price per Share payable hereunder, provided the aggregate Exercise Price shall remain the same.

(c)    Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

8.    No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect. Amounts of less than fifty (50) dollars shall be deemed paid in hand.

9.    No Stockholder Rights. Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a stockholder with respect to the Shares, including (without limitation) the right to vote such Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of stockholder meetings, and, except as otherwise provided in this Warrant, the Holder shall not be entitled to any stockholder notice or other communication concerning the business or affairs of the Company in respect of the Shares.

10.    Transfer of Warrant. This Warrant may not be transferred or assigned except by the Holder to any of its Affiliates, subject to compliance with applicable federal and state securities laws. Within a reasonable time after the Company’s receipt of an executed Assignment Form in the form attached hereto, the transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer.

 

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11.    Governing Law. This Warrant shall be governed by and construed under the laws of the State of Delaware as applied to agreements among Delaware residents, made and to be performed entirely within the State of Delaware.

12.    Successors and Assigns. The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the holders hereof and their respective successors and assigns.

13.    Titles and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.

14.    Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth on the signature pages hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 14).

15.    Finder’s Fee. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Holder agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which the Holder or any of its officers, partners, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Holder from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible. For the avoidance of doubt, a fee and/or underwriting discount may apply to the $10,000,000 of shares of Common Stock purchased by Holder in the IPO and/or Private Placement.

16.    Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

17.    Entire Agreement; Amendments and Waivers. This Warrant, the Stockholder Agreement, the Transaction Agreements (as defined in the Purchase Agreement) and any other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. Nonetheless, any term of this Warrant may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Holder.

18.    Severability. If any provision of this Warrant is held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

 

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IN WITNESS WHEREOF, the parties have executed this Warrant as of the date first written above.

 

LAIRD SUPERFOOD, INC.
By:   /s/ Paul Hodge
Name:   Paul Hodge

Title:

 

Chief Executive Officer

Address:

Laird Superfood, Inc.

P.O. Box 2270

Sisters, OR 97759

 

ACKNOWLEDGED AND AGREED:
DANONE MANIFESTO VENTURES, PBC
By:   /s/ Jean-Francois Hurel
Name:   Jean-Francois Hurel
Title:  

Vice President & Treasurer, Head of Investments

Address:

Danone Manifesto Ventures, PBC

12 W 21st St, 12th Floor

New York, New York 10010

SIGNATURE PAGE TO LAIRD SUPERFOOD, INC.

WARRANT TO PURCHASE COMMON STOCK


NOTICE OF EXERCISE

LAIRD SUPERFOOD, INC.

Attention: Corporate Secretary

The undersigned hereby elects to purchase, pursuant to the provisions of the Warrant, as follows:

 

 

                                  shares of Common Stock pursuant to the terms of the attached Warrant, and tenders herewith payment in cash of the Exercise Price of such Shares in full, together with all applicable transfer taxes, if any.

The undersigned hereby represents and warrants that Representations and Warranties in Section 5 hereof are true and correct as of the date hereof.

 

      DANONE MANIFESTO VENTURES, PBC
Date:                                                               By:    
           Name:    
        Title:    
   

Address:

     
         
       
Name in which shares should be registered:      
       

 


ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to acquire shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

 

Name:                                                                                                                                           
  (Please Print)
Address:    
  (Please Print)
Dated:                                                    
Holder’s Signature:    
Holder’s Address:    
EX-4.3 5 d934473dex43.htm EX-4.3 EX-4.3

Exhibit 4.3

LAIRD SUPERFOOD, INC.

STOCKHOLDER AGREEMENT

THIS STOCKHOLDER AGREEMENT (this “Agreement”) is made and entered into as of April 13, 2020 (the “Effective Date”), by and between Laird Superfood, Inc., a Delaware corporation (the “Company”), and Danone Manifesto Ventures, PBC (“Investor”).

WHEREAS, the Company and Investor are parties to that certain Series B-1 Preferred Stock Purchase Agreement, dated as of even date herewith (as amended, restated, or otherwise modified from time to time, the “Purchase Agreement”), pursuant to which Investor is acquiring shares of the Company’s Series B-1 Preferred Stock, $0.001 par value per share; and

WHEREAS, in connection with entering into the Purchase Agreement, the Company and Investor desire to enter into this Agreement, pursuant to which Investor shall have the right to (i) purchase shares of the Company’s Common Stock, $0.001 par value per share (“Common Stock”), in connection with the IPO (as defined below), (ii) designate a member of the Board (as defined below) and (iii) designate a representative as an observer of the Board, in each case subject to the terms and conditions herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.    CERTAIN DEFINED TERMS. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

1.1    “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person. For purposes of this definition, the term “control”, when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities, by contract or otherwise; provided, for the avoidance of doubt, that a Person owning or controlling a minority interest in another Person by means of a minority investment (or a functional equivalent which would reasonably be understood to represent a minority investment or minority interest in a partnership or other entity) shall not be deemed to “control” such other Person.

1.2    “Board” means the Company’s board of directors.

1.3    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.4    “FINRA” means the Financial Industry Regulatory Authority, Inc. and any successor organizations or entities thereto.


1.5    “Investor Allocated Shares” means a number of shares of Common Stock equal to the greater of (i) the number of shares of Common Stock equal to $10,000,000 divided by the price per share to the public in the IPO (as defined below) and (ii) the total number of shares sold in the IPO (excluding any shares sold or to be sold pursuant to any over-allotment or green shoe option) by the Company, multiplied by Investor’s percentage equity ownership of the Company (calculated in each case on an as-converted and fully diluted basis, but excluding any shares underlying any warrants or requiring additional payments to receive the underlying Common Stock upon exercise) immediately prior to the consummation of the IPO.

1.6    “Investors’ Rights Agreement” shall mean that certain Amended and Restated Investors’ Rights Agreement, dated on or around the date hereof, by and among the Company, Investor and certain other parties thereto, as may be amended from time to time.

1.7    “IPO” means the Company’s first firm commitment underwritten public offering of its Common Stock under the Securities Act.

1.8    “IPO Participation Right” shall mean the right of Investor to purchase shares in the IPO pursuant to Section 2 herein.

1.9    “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

1.10    “register,” “registered, and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

1.11    “SEC” means the Securities and Exchange Commission.

1.12    “Securities Act” means the Securities Act of 1933, as amended.

1.13    “Securities Laws and Regulations” means (i) all applicable federal, state or other securities laws (including but not limited to the Securities Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder, the Exchange Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder or the rules and regulations of any securities exchange) and (ii) all rules and regulations of FINRA or any other self-regulatory organization that are applicable to the Company, Investor or any underwriter participating in the IPO, as applicable.

2.    IPO PARTICIPATION RIGHT.

2.1    Allocation. Subject to the requirements of the Securities Laws and Regulations and subject to the other provisions of this Agreement (including, without limitation, Section 2.2 below), the Company agrees to undertake reasonable best efforts to cause the managing underwriters of any IPO to allocate to Investor at least such number of shares as equals the Investor Allocated Shares on the terms set forth in this Agreement. The shares of Common

 

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Stock so offered shall be offered on the same terms and at the same price at which they are being offered to the public pursuant to the Company’s registration statement with respect to the IPO (other than with respect to a customary lock-up agreement, on the same terms as other significant pre-IPO investors in the Company). Investor shall be entitled to apportion the rights granted pursuant to Sections 2.1 through 2.5 hereof among itself and its Affiliates in such proportions as it deems appropriate.

2.2    Cutbacks. Notwithstanding the foregoing, in the event that the managing underwriters of the IPO determine, in good faith, that the purchase of the Investor Allocated Shares by Investor would be detrimental to the IPO, then the managing underwriters may, in their sole discretion, by written notice delivered to the Company and Investor within two (2) business days of such determination, reduce the number of Investor Allocated Shares to be allocated to Investor for purchase in the IPO to such number of shares as the underwriters, in good faith, determine is appropriate to ensure the success of the IPO (any such reduced amount, the “Adjusted Investor Allocated Shares”) (which amount may, for the avoidance of doubt, be equal to zero if determined to be appropriate by the managing underwriters). In no event shall the number of Investor Allocated Shares to be allocated to Investor for purchase in the IPO pursuant to this Agreement be reduced unless the Board has consulted with the managing underwriters for the IPO and the Board also concludes, acting in good faith, that such reduction is appropriate to ensure the success of the IPO. Notwithstanding the foregoing, Investor (so long as Investor is an “accredited investor” within the meaning of Rule 501 under the Securities Act) shall have the right to purchase in the Private Placement (as defined below) the number of shares of the Company’s Common Stock as shall equal the difference between the number of Investor Allocated Shares and the number of Adjusted Investor Allocated Shares at a price per share equal to the price to the public in the IPO, and subject to the other terms and conditions provided in Section 2.7 below.

2.3    Notice of IPO. Within two (2) business days after the Company first publicly files with the SEC a registration statement covering shares of its Common Stock for an IPO (not including any confidential submissions of draft registration statements pursuant to the Jumpstart Our Business Startups Act of 2012, as may be amended from time to time), the Company will notify Investor in writing (email sufficing) of the Company’s intent to undertake the IPO (the “Offering Notice”). Such Offering Notice shall set forth the anticipated schedule for such IPO, including (i) the approximate date that the Company expects to print and distribute preliminary prospectuses relating to the IPO, (ii) the anticipated date on which the Company and the managing underwriters will begin the marketing effort generally known as the “road show”, (iii) the anticipated date that the shares to be included in the IPO will be first offered to the public, (iv) the anticipated closing date of the IPO, (v) an estimation of the aggregate gross proceeds in the IPO and (vi) if known at the time of such Offering Notice, the Investor Allocated Shares or Adjusted Investor Allocated Shares, as applicable, to be allocated to Investor, as well as calculations supporting such allocations. The Company and Investor acknowledge that the schedule in such Offering Notice will be based upon the Company’s reasonable best estimate of the timing of the IPO, but that such schedule and such valuation are subject to substantial revision based upon market conditions, disclosure issues that may arise during the preparation of the registration statement, interaction with the SEC regarding the registration statement and other factors. The Company may periodically provide written updates regarding the schedule and valuation range provided to Investor as well as the Investor Allocated Shares or Adjusted Investor Allocated Shares, as applicable, as the process for the IPO progresses.

 

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2.4    Preliminary Indication of Interest. No later than five (5) business days prior to the date specified in the Offering Notice (as updated from time to time by the Company in writing) on which the Company expects to begin distribution of preliminary prospectuses relating to the IPO (the “Response Period”), Investor may provide to the Company and the managing underwriters for the IPO a written statement setting forth the aggregate dollar amount that Investor is interested in purchasing in the IPO (which indication of interest may be expressly made dependent on valuation and the pricing of the offering). The Company and Investor acknowledge that this indication of interest is not intended to be an offer to purchase from Investor, but merely an indication of interest to assist the Company and the managing underwriters in structuring the IPO and preparing appropriate disclosure in the registration statement. The failure by Investor to notify the Company and the managing underwriters within the Response Period of its interest in purchasing shares in the IPO shall terminate Investor’s right to purchase shares in the IPO and pursuant to the Private Placement (as defined below), unless the IPO is not completed within ninety (90) days of the Offering Notice.

2.5    Final Indication of Interest. No later than the time at which the managing underwriters for the IPO obtain from potential investors their final indications of interest just prior to the pricing of the IPO, Investor may provide to the Company and the managing underwriters Investor’s final indication of interest setting forth the number of shares Investor is interested in purchasing in the IPO (which number of shares may be more than, less than or equal to, and shall supersede, the number of shares represented by the dollar amount set forth in the written statement provided by Investor pursuant to Section 2.4 above).

2.6    Compliance with Securities Laws and Regulations. Notwithstanding anything to the contrary contained in this Agreement, the Company is not undertaking the obligation to commit any act in violation of the Securities Laws and Regulations or any other laws, rules and regulations applicable to the IPO. In the event that (i) by reason of the provisions of this Section 2, in the Company’s reasonable judgment, and based on the advice of securities counsel for the Company and concurred in by counsel for the managing underwriters, there would be any conflict with any Securities Laws and Regulations or other legal impediment or legal requirement which would prevent or materially delay the consummation of or unreasonably interfere with either the IPO or the purchase of shares of Common Stock as contemplated in Sections 2.1 through 2.5 hereof, or (ii) the IPO shall commence within twelve (12) months of the date hereof, then Investor shall not have any rights under Sections 2.1 through 2.5 hereof; provided that subsection (ii) of this Section 2.6 shall not apply if the Company obtains a “no action” letter or exemptive order from the SEC providing that the purchase of shares of Common Stock by Investor as contemplated in Sections 2.1 through 2.5 hereof in an IPO commencing less than twelve (12) months of the date hereof will not result in a violation of Section 5 of the Securities Act and the purchase of shares of Common Stock by Investor as contemplated in Sections 2.1 through 2.5 hereof complies with the terms and conditions of such “no action” letter or exemptive order.

 

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2.7    Private Placement Right. In the event that (i) Investor is not entitled to purchase a number of shares of Common Stock in the IPO that is equal to or greater than the number of Investor Allocated Shares (determined in accordance with Section 2.2) because any such purchase is prevented, in whole or in part, by operation of Section 2.6 above, or (ii) the number of Adjusted Investor Allocated Shares is less than the Investor Allocated Shares, then in either case, Investor shall instead have the right, but not the obligation (so long as Investor is an “accredited investor” within the meaning of Rule 501 under the Securities Act) to purchase from the Company, in a separate and contemporaneous private placement transaction exempt from registration with the SEC (a “Private Placement”), a number of shares of Common Stock as shall equal the difference between (x) the number of Investor Allocated Shares and (y) the number of shares of Common Stock that Investor is actually provided the opportunity to purchase (provided such number is lesser than the number of Investor Allocated Shares) in the IPO (the “Private Placement Shares”), at a price per share equal to the price to the public in the IPO. In the event that any such right of Investor to purchase shares in the Private Placement arises, the Company shall deliver written notice to Investor containing all of the information required to be included in an Offering Notice pursuant to Section 2.3 hereto, as well as, in the event such right arose pursuant to clause (i) of Section 2.6, a summary of the basis for the Company’s conclusion that there would be any conflict with any Securities Laws and Regulations or other legal impediment or legal requirement which would prevent or materially delay the consummation of or unreasonably interfere with either the IPO or the purchase shares of Common Stock as contemplated in Sections 2.1 through 2.5 hereof (the “Private Placement Notice”). Investor shall inform the Company in writing of its desire to purchase any or all of the Private Placement Shares (which indication of interest may be expressly made dependent on valuation and the pricing of the offering) or not to participate in the Private Placement at all. If Investor does not so inform the Company within ten (10) business days following the date of the Private Placement Notice, then the Private Placement shall not occur and the Company, on the one hand, and Investor, on the other hand, shall have no liability or obligation to one another in connection therewith. Notwithstanding anything to the contrary contained in this Agreement, in the event that any such Private Placement would, in the Company’s reasonable judgment, based on the advice of securities counsel for the Company and concurred in by counsel for the managing underwriters, be deemed invalid as a private placement under Section 4(a)(2) of the Securities Act for any reason (including but not limited to by reason of the doctrine of “integration” with the IPO) or would otherwise conflict with any Securities Laws and Regulations or give rise to any other legal impediment or legal requirement that would prevent or materially delay the consummation of or unreasonably interfere with the IPO, then the Private Placement shall not occur and the Company, on the one hand, and Investor, on the other hand, shall have no liability or obligation to one another in connection therewith. Investor shall be entitled to apportion the rights granted pursuant to this Section 2.7 among itself and its Affiliates in such proportions as it deems appropriate.

2.8    Closing(s). The closing of Investor’s purchase of shares in the IPO or the Private Placement, as applicable, pursuant to this Agreement shall take place simultaneously with the closing of the Company’s sale of shares to the underwriters in the IPO. Investor agrees to sign such reasonable and customary documents, and take such other reasonable and customary actions as the Company and, to the extent that Investor purchases shares in the IPO, the managing underwriters of the IPO may reasonably request, in connection with such closing; provided, that, notwithstanding the foregoing, Investor shall not be required to sign such documents or take such actions if such documents and/or actions conflict with, or would in any

 

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way diminish, mitigate, reduce or otherwise adversely affect, any of Investor’s rights set forth in this Agreement. To the extent that Investor purchases shares in the Private Placement, Investor shall, on or before the date of the final prospectus relating to the registration by the Company of shares of Common Stock in the IPO, execute and deliver a stock purchase agreement containing representations, warranties and conditions to closing, that, in each case, are customary for a transaction structured as a concurrent private placement with an initial public offering and reasonably satisfactory to the Company and Investor. To the extent that Investor purchases shares in the IPO pursuant to this Agreement, Investor shall comply with all requirements and procedures ordinarily required by the managing underwriters of the IPO of Investors participating in a directed share program, if any, or of Investors in the IPO generally.

2.9    Conditionality. The right of Investor to purchase shares in the IPO under this Section 2, and the right of Investor to purchase shares in the Private Placement under this Section 2 shall be conditioned, in each case, upon the completion of the IPO. The Company may withdraw any registration statement for an IPO at any time without thereby incurring any liability to Investor or any permitted assignee of Investor or other party that has been apportioned rights hereunder.

2.10    Rights and Restrictions; Cooperation. Any Investor Allocated Shares or Adjusted Investor Allocated Shares, as applicable, purchased by Investor in the IPO shall not be entitled to any registration rights and shall not be deemed to be “Registrable Securities” as such term is defined in Section 1.26 of the Investors’ Rights Agreement. The Company and Investor shall, as applicable, take steps reasonably necessary to effect such purchase, including, without limitation, disclosures in the registration statement regarding the purchase of shares by Investor, satisfactory in form and substance to the Company and Investor.

2.11    Termination. The IPO Participation Right shall terminate and be of no further force or effect upon the first to occur of (i) the consummation of the IPO pursuant to which Investor was afforded the opportunity to exercise its IPO Participation Right in accordance with this Agreement; provided that, in the event Investor exercises its IPO Participation Right, the IPO Participation Right shall not terminate until the full satisfaction of such right, (ii) upon the consummation of a Deemed Liquidation Event (as defined in the Company’s Second Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, as amended and/or restated from time to time) or (iii) the date on which Investor does not hold any shares of capital stock of the Company. In the event of a Deemed Liquidation Event, the Company shall notify Investor at least twenty (20) days prior to the consummation of such Deemed Liquidation Event.

3.    ANTITRUST. To the extent Investor determines it is required, each of the Company and Investor shall use reasonable best efforts to file, within ten (10) business days after the delivery of the applicable notice under Section 2 of this Agreement, any premerger notification and report forms required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, including the rules and regulations thereunder, and any similar filings required under foreign antitrust or competition laws and regulations (together, the “Antitrust Filings”). Upon receipt of the indication of interest pursuant to Section 2.4, the Company shall promptly provide Investor with all information necessary to determine whether any Antitrust Filing is required. The parties shall cooperate in the timely preparation and submission of any

 

6


necessary Antitrust Filings, and each shall request early termination of any applicable waiting period(s) relating to the Antitrust Filings. The obligation of each of the Company and Investor to consummate the sales of securities as contemplated in Section 2 of this Agreement is subject to, and such closing shall not occur prior to the first business day after, the expiration or early termination of any applicable waiting period(s) relating to the Antitrust Filings.

4.    POST-IPO DESIGNATION RIGHTS.

4.1    In connection with the IPO, in the event that Investor and its Affiliates, collectively, hold more than five percent (5%) of the outstanding Common Stock immediately prior to the closing of the IPO, the Company agrees to use best efforts, upon request of Investor, to ensure that (i) the certificate of incorporation of the Company in effect upon the consummation of the IPO provides that the Board shall be classified into three (3) classes of directors with staggered three (3)-year terms, and (ii) the director designated by Investor and sitting on the Board prior to the IPO, if any, shall, following the consummation of the IPO, serve in the class of directors to be elected at the Company’s third (3rd) annual meeting of stockholders following the IPO.

4.2    Following the IPO, for so long as Investor and its Affiliates, collectively, hold more than five percent (5%) of the outstanding Common Stock, the Company agrees (i) to include an individual (the “Investor Nominee”) nominated by Investor in its slate of nominees for election as a member of the Board at each annual or special meeting of the stockholders of the Company at which directors in the class of directors that includes the director designated by the Investor are to be elected (the “Election Meetings”); (ii) to use best efforts to cause the election of the Investor Nominee to the Board at each of the Election Meetings (including recommending that the Company’s stockholders vote in favor of the election of the Investor Nominee and otherwise supporting the Investor Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees); and (iii) to the extent legally permissible, if an Investor Nominee who is elected at any Election Meeting subsequently becomes unable to serve for any reason or is removed during the course of his or her term as a director, the Board will promptly appoint a replacement of the Investor Nominee submitted by Investor or its Affiliates to the Board until the following Election Meeting.

5.    POST-IPO OBSERVER RIGHT. Following the IPO, for so long as Investor and its Affiliates, collectively, hold more than five percent (5%) of the outstanding Common Stock, the Company shall invite a representative of Investor to attend all meetings of the Board and the committees thereof in a nonvoting observer capacity (the “Observer”) and, in this respect, shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, that such Observer shall agree to hold in confidence and trust all information so provided; and provided further the Company reserves the right, upon prior written notice to the Observer, to exclude the Observer from access to the relevant portion of any materials or meeting to the extent (but only to the extent) the Company reasonably believes, upon written advice of counsel, that such exclusion is necessary to preserve the attorney-client privilege or protect the status of a trade secret under applicable law (unless the information is specifically covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company).

 

7


6.    MISCELLANEOUS.

6.1    Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

6.2    Successors and Assigns. Investor may assign its rights and obligations under this Agreement to any of its Affiliates. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.3    Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject hereof and no party shall be liable for or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein.

6.4    Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

6.5    Amendment and Waiver. This Agreement may be amended or modified, and the rights and the obligations of the Company and the rights and obligations of Investor may be waived, only upon the written consent of the Company and Investor.

6.6    Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.7    Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during

 

8


normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature pages hereto or at such other address or electronic mail address as the Company or Investor may designate by ten (10) days advance written notice to the other party hereto. If notice is given to the Company, a copy shall also be sent to Hogan Lovells US LLP, Attention: David Crandall, 1601 Wewatta Street, Suite 900, Denver, CO 80202 (Email: david.crandall@hoganlovells.com) and if notice is given to Investor, a copy shall also be given to Goodwin Procter LLP, Attention: Oreste Cipolla, 620 Eighth Avenue, New York, New York 10018 (Email: ocippola@goodwinlaw.com).

6.8    Expenses. Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement.

6.9    Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6.10    Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6.11    Broker’s Fees. Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party (each, a “Broker Party”) hereto is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein, except for (i) underwriters’ fees in connection with the IPO and (ii) any fees associated with a Broker Party engaged by a party; provided that such party has notified the other party hereto in writing of such engagement. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this Section 6.11 being untrue and neither party shall be responsible for any fees of a Broker Party engaged by the other party (unless such party has expressly agreed in writing).

6.12    Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

[Signature Page Follows]

 

9


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

COMPANY:
LAIRD SUPERFOOD, INC.
By:   /s/ Paul Hodge
Name:   Paul Hodge
Title:   Chief Executive Officer

SIGNATURE PAGE TO LAIRD SUPERFOODS, INC.

STOCKHOLDER AGREEMENT


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

INVESTOR:
DANONE MANIFESTO VENTURES, PBC
By:   /s/ Jean-Francois Hurel
Name:   Jean-Francois Hurel
Title:   Vice President & Treasurer, Head of Investments

SIGNATURE PAGE TO LAIRD SUPERFOODS, INC.

STOCKHOLDER AGREEMENT

EX-10.1 6 d934473dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

 

 

FORM OF

LAIRD SUPERFOOD, INC.

2020 OMNIBUS INCENTIVE PLAN

 

 


TABLE OF CONTENTS

 

                   Page  

1.

 

PURPOSE

     1  

2.

 

DEFINITIONS

     1  

3.

 

ADMINISTRATION OF THE PLAN

     8  
 

3.1

  

Committee

     8  
    

3.1.1

  

Powers and Authorities

     8  
    

3.1.2

  

Composition of the Committee

     8  
    

3.1.3

  

Other Committees

     9  
 

3.2

  

Board

        9  
 

3.3

  

Terms of Awards

     9  
    

3.3.1

  

Committee Authority

     9  
    

3.3.2

  

Forfeiture; Recoupment

     10  
 

3.4

  

No Repricing Without Stockholder Approval

     10  
 

3.5

  

Deferral Arrangement

     10  
 

3.6

  

Registration; Share Certificates

     11  

4.

 

STOCK SUBJECT TO THE PLAN

     11  
 

4.1

  

Number of Shares of Stock Available for Awards

     11  
 

4.2

  

Adjustments in Authorized Shares of Stock

     11  
 

4.3

  

Share Usage

     12  

5.

 

TERM; AMENDMENT AND TERMINATION

     12  
 

5.1

  

Term

        12  
 

5.2

  

Amendment, Suspension, and Termination

     12  

6.

 

AWARD ELIGIBILITY AND LIMITATIONS

     13  
 

6.1

  

Eligible Grantees

     13  
 

6.2

  

Non-Employee Director Compensation

     13  
 

6.3

  

Stand-Alone, Additional, Tandem, and Substitute Awards

     13  

7.

 

AWARD AGREEMENT

     14  

8.

 

TERMS AND CONDITIONS OF OPTIONS

     14  
 

8.1

  

Option Price

     14  
 

8.2

  

Vesting and Exercisability

     14  
 

8.3

  

Term

        14  
 

8.4

  

Termination of Service

     14  
 

8.5

  

Limitations on Exercise of Option

     15  
 

8.6

  

Method of Exercise

     15  
 

8.7

  

Rights of Holders of Options

     15  
 

8.8

  

Delivery of Stock

     15  
 

8.9

  

Transferability of Options

     15  
 

8.10

  

Family Transfers

     15  
 

8.11

  

Limitations on Incentive Stock Options

     16  
 

8.12

  

Notice of Disqualifying Disposition

     16  

 

i


9.  

TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

  16
 

9.1

  

Right to Payment and SAR Price

  16
 

9.2

  

Other Terms

  16
 

9.3

  

Term

     17
 

9.4

  

Rights of Holders of SARs

  17
 

9.5

  

Transferability of SARs

  17
 

9.6

  

Family Transfers

  17

10.

  TERMS AND CONDITIONS OF RESTRICTED STOCK, RESTRICTED STOCK UNITS, AND DEFERRED STOCK UNITS   18
 

10.1

  

Grant of Restricted Stock, Restricted Stock Units, and Deferred Stock Units

  18
 

10.2

  

Restrictions

  18
 

10.3

  

Registration; Restricted Stock Certificates

  18
 

10.4

  

Rights of Holders of Restricted Stock

  18
 

10.5

  

Rights of Holders of Restricted Stock Units and Deferred Stock Units

  19
    

10.5.1

  

Voting and Dividend Rights

  19
    

10.5.2

  

Creditor’s Rights

  19
 

10.6

  

Termination of Service

  19
 

10.7

  

Purchase of Restricted Stock and Shares of Stock Subject to Restricted Stock Units and Deferred Stock Units

  19
 

10.8

  

Delivery of Shares of Stock

  20

11.

  TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS   20
 

11.1

  

Unrestricted Stock Awards

  20
 

11.2

  

Other Equity-Based Awards

  20

12.

 

TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS

  20
 

12.1

  

Dividend Equivalent Rights

  20
 

12.2

  

Termination of Service

  21

13.

 

TERMS AND CONDITIONS OF PERFORMANCE-BASED AWARDS

  21
 

13.1

  

Grant of Performance-Based Awards

  21
 

13.2

  

Value of Performance-Based Awards

  21
 

13.3

  

Earning of Performance-Based Awards

  21
 

13.4

  

Form and Timing of Payment of Performance-Based Awards

  21
 

13.5

  

Performance Conditions

  22
 

13.6

  

Evaluation of Performance

  22

14.

 

FORMS OF PAYMENT

  22
 

14.1

  

General Rule

  22
 

14.2

  

Surrender of Shares of Stock

  23
 

14.3

  

Cashless Exercise

  23
 

14.4

  

Other Forms of Payment

  23

15.

 

REQUIREMENTS OF LAW

  23
 

15.1

  

General

     23
 

15.2

  

Rule 16b-3

  24

 

ii


16.

 

EFFECT OF CHANGES IN CAPITALIZATION

  24
 

16.1

  

Changes in Stock

  24
 

16.2

   Reorganization in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control   25
 

16.3

  

Change in Control in which Awards are not Assumed

  25
 

16.4

  

Change in Control in which Awards are Assumed

  26
 

16.5

  

Adjustments

  27
 

16.6

  

No Limitations on Company

  27

17.

 

PARACHUTE LIMITATIONS

  27

18.

 

GENERAL PROVISIONS

  28
 

18.1

  

Disclaimer of Rights

  28
 

18.2

  

Nonexclusivity of the Plan

  28
 

18.3

  

Withholding Taxes

  28
 

18.4

  

Captions

  28
 

18.5

  

Construction

  28
 

18.6

  

Other Provisions

  29
 

18.7

  

Number and Gender

  29
 

18.8

  

Severability

  29
 

18.9

  

Governing Law

  29
 

18.10

  

Foreign Jurisdictions

  29
 

18.11

  

Section 409A of the Code

  29
 

18.12

  

Limitation on Liability

  30

 

iii


LAIRD SUPERFOOD, INC.

2020 OMNIBUS INCENTIVE PLAN

 

1.

PURPOSE

The Plan is intended to (a) provide eligible individuals with an incentive to contribute to the success of the Company and to operate and manage the Company’s business in a manner that will provide for the Company’s long-term growth and profitability and that will benefit its stockholders and other important stakeholders, including its employees and customers, and (b) provide a means of recruiting, rewarding, and retaining key personnel. To this end, the Plan provides for the grant of Awards of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Unrestricted Stock, Dividend Equivalent Rights, Performance Shares and other Performance-Based Awards, Other Equity-Based Awards, and cash bonus awards. Any of these Awards may, but need not, be made as performance incentives to reward the holders of such Awards for the achievement of performance goals in accordance with the terms of the Plan. Options granted under the Plan may be Nonqualified Stock Options or Incentive Stock Options, as provided herein.

 

2.

DEFINITIONS

For purposes of interpreting the Plan documents, including the Plan and Award Agreements, the following capitalized terms shall have the meanings specified below, unless the context clearly indicates otherwise:

2.1     Affiliate” shall mean any Person that controls, is controlled by, or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including any Subsidiary. For purposes of grants of Options or Stock Appreciation Rights, an entity may not be considered an Affiliate unless the Company holds a Controlling Interest in such entity.

2.2     Applicable Laws” shall mean the legal requirements relating to the Plan and the Awards under (a) applicable provisions of the Code, the Securities Act, the Exchange Act, any rules or regulations thereunder, and any other laws, rules, regulations, and government orders of any jurisdiction applicable to the Company or its Affiliates, (b) applicable provisions of the corporate, securities, tax, and other laws, rules, regulations, and government orders of any jurisdiction applicable to Awards granted to residents thereof, and (c) the rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.

2.3     Award” shall mean a grant under the Plan of an Option, a Stock Appreciation Right, Restricted Stock, a Restricted Stock Unit, a Deferred Stock Unit, Unrestricted Stock, a Dividend Equivalent Right, a Performance Share or other Performance-Based Award, an Other Equity-Based Award, or cash.

2.4     Award Agreement” shall mean the written agreement, in such written, electronic, or other form as determined by the Committee, between the Company and a Grantee that evidences and sets forth the terms and conditions of an Award.

2.5     Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

2.6     Benefit Arrangement” shall mean any formal or informal plan or other arrangement for the direct or indirect provision of compensation to a Grantee (including groups or classes of Grantees or beneficiaries of which the Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Grantee.

 

1


2.7     Board” shall mean the Board of Directors of the Company.

2.8     Cause” shall have the meaning set forth in an applicable agreement between a Grantee and the Company or an Affiliate, and in the absence of any such agreement, shall mean, with respect to any Grantee and as determined by the Committee, (a) gross negligence or willful misconduct in connection with the performance of duties; (b) conviction of, or pleading guilty or nolo contendere to, a criminal offense (other than minor traffic offenses); or (c) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property, or non-competition agreements, if any, between such Grantee and the Company or an Affiliate. Any determination by the Committee regarding whether an event constituting Cause shall have occurred shall be final, binding, and conclusive.

2.9     “Capital Stock” shall mean, with respect to any Person, any and all shares, interests, participations, or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Effective Date or issued thereafter, including, without limitation, all shares of Stock.

2.10     “Change in Control” shall mean, subject to Section 18.11, the occurrence of any of the following:

(a)     A transaction or a series of related transactions whereby any Person or Group (other than the Company or any Affiliate) becomes the Beneficial Owner of more than fifty percent (50%) of the total voting power of the Voting Stock of the Company, on a Fully Diluted Basis;

(b)     Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) (together with any new directors whose election by such Incumbent Board or whose nomination by such Incumbent Board for election by the stockholders of the Company was approved by a vote of at least a majority of the members of such Incumbent Board then in office who either were members of such Incumbent Board or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of such Board then in office;

(c)     The Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company (regardless of whether the Company is the surviving Person), other than any such transaction in which the Prior Stockholders own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such reorganization, merger, or consolidation transaction immediately after such transaction;

(d)     The consummation of any direct or indirect sale, lease, transfer, conveyance, or other disposition (other than by way of reorganization, merger, or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person or Group (other than the Company or any Affiliate); or

(e)     The stockholders of the Company adopt a plan or proposal for the liquidation, winding up, or dissolution of the Company.

 

2


The Board shall have full and final authority, in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control, and any incidental matters relating thereto.

2.11     Code” shall mean the Internal Revenue Code of 1986, as amended, as now in effect or as hereafter amended, and any successor thereto. References in the Plan to any Code Section shall be deemed to include, as applicable, regulations and guidance promulgated under such Code Section.

2.12     Committee” shall mean a committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided in Section 3.1.2 and Section 3.1.3 (or, if no Committee has been so designated, the Board).

2.13     Company” shall mean Laird Superfood, Inc. and any successor thereto.

2.14     Controlling Interest” shall have the meaning set forth in Treasury Regulation Section 1.414(c)-2(b)(2)(i); provided that (a) except as specified in clause (b) below, an interest of “at least 50 percent” shall be used instead of an interest of “at least 80 percent” in each case where “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i), and (b) where a grant of Options or Stock Appreciation Rights is based upon a legitimate business criterion, an interest of “at least 20 percent” shall be used instead of an interest of “at least 80 percent” in each case where “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i).

2.15     Deferred Stock Unit” shall mean a Restricted Stock Unit, the terms of which provide for delivery of the underlying shares of Stock, cash, or a combination thereof subsequent to the date of vesting, at a time or times consistent with the requirements of Code Section 409A.

2.16     Disability” shall mean the inability of a Grantee to perform each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than twelve (12) months; provided that, with respect to rules regarding the expiration of an Incentive Stock Option following termination of a Grantee’s Service, Disability shall mean the inability of such Grantee to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

2.17     Disqualified Individual” shall have the meaning set forth in Code Section 280G(c).

2.18     Dividend Equivalent Right” shall mean a right, granted to a Grantee pursuant to Article 12, entitling the Grantee thereof to receive, or to receive credits for the future payment of, cash, Stock, other Awards, or other property equal in value to dividend payments or distributions, or other periodic payments, declared or paid with respect to a number of shares of Stock specified in such Dividend Equivalent Right (or other Award to which such Dividend Equivalent Right relates) as if such shares of Stock had been issued to and held by the Grantee of such Dividend Equivalent Right as of the record date.

2.19     Effective Date” shall mean the date the Plan is adopted by the Board, subject to approval of the Plan by the Company’s stockholders prior to the IPO.

2.20     Employee” shall mean, as of any date of determination, an employee (including an officer) of the Company or an Affiliate.

 

3


2.21     Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, as now in effect or as hereafter amended, and any successor thereto.

2.22     Fair Market Value” shall mean the fair market value of a share of Stock for purposes of the Plan, which shall be, as of any date of determination:

(a)     If on such date the shares of Stock are listed on a Stock Exchange, or are publicly traded on another Securities Market, the Fair Market Value of a share of Stock shall be the closing price of the Stock as reported on such Stock Exchange or such Securities Market (provided that, if there is more than one such Stock Exchange or Securities Market, the Committee shall designate the appropriate Stock Exchange or Securities Market for purposes of the Fair Market Value determination). If there is no such reported closing price on such date, the Fair Market Value of a share of Stock shall be the closing price of the Stock on the next preceding day on which any sale of Stock shall have been reported on such Stock Exchange or such Securities Market.

(b)     If on such date the shares of Stock are not listed on a Stock Exchange or publicly traded on a Securities Market, the Fair Market Value of a share of Stock shall be the value of the Stock as determined by the Committee by the reasonable application of a reasonable valuation method, in a manner consistent with Code Section 409A.

Notwithstanding this Section 2.22 or Section 18.3, for purposes of determining taxable income and the amount of the related tax withholding obligation pursuant to Section 18.3, the Fair Market Value will be determined by the Committee in good faith using any reasonable method as it deems appropriate, to be applied consistently with respect to Grantees, and in a manner consistent with applicable provisions of the Code.

Notwithstanding the foregoing, with respect to any Award granted on or after the IPO Effective Date but prior to the first date following the IPO upon which Stock is listed (or approved for listing) upon notice of issuance on any Stock Exchange or designated (or approved for designation) upon notice of issuance on any Securities Market, the Fair Market Value shall mean the price per share of Stock as set forth in the purchase agreement between the Company and the underwriters for the IPO that establishes the price of the Stock to be sold in the IPO.

2.23     Family Member” shall mean, with respect to any Grantee as of any date of determination, (a) a Person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of such Grantee, (b) any Person sharing such Grantee’s household (other than a tenant or employee), (c) a trust in which any one or more of the Persons specified in clauses (a) and (b) above (and such Grantee) own more than fifty percent (50%) of the beneficial interest, (d) a foundation in which any one or more of the Persons specified in clauses (a) and (b) above (and such Grantee) control the management of assets, and (e) any other entity in which one or more of the Persons specified in clauses (a) and (b) above (and such Grantee) own more than fifty percent (50%) of the voting interests.

2.24     Fully Diluted Basis” shall mean, as of any date of determination, the sum of (x) the number of shares of Voting Stock outstanding as of such date of determination plus (y) the number of shares of Voting Stock issuable upon the exercise, conversion, or exchange of all then-outstanding warrants, options, convertible Capital Stock or indebtedness, exchangeable Capital Stock or indebtedness, or other rights exercisable for or convertible or exchangeable into, directly or indirectly, shares of Voting Stock, whether at the time of issue or upon the passage of time or upon the occurrence of some future event, and whether or not in-the-money as of such date of determination.

 

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2.25     Grant Date” shall mean, as determined by the Committee, the latest to occur of (a) the date as of which the Committee approves the Award, (b) the date on which the recipient of an Award first becomes eligible to receive an Award under Article 6 hereof (e.g., in the case of a new hire, the first date on which such new hire performs any Service), or (c) such subsequent date specified by the Committee in the corporate action approving the Award.

2.26     Grantee” shall mean a Person who receives or holds an Award under the Plan.

2.27     Group” shall have the meaning set forth in Sections 13(d) and 14(d)(2) of the Exchange Act.

2.28     “Incentive Stock Option” shall mean an “incentive stock option” within the meaning of Code Section 422.

2.29     Initial Public Offering” or “IPO” shall mean the initial underwritten registered public offering by the Company of the Stock.

2.30     “IPO Effective Date” shall mean the date on which the Company and the underwriters for the IPO enter into a purchase agreement establishing the price of the Stock to be sold in the IPO.

2.31     “Nonqualified Stock Option” shall mean an Option that is not an Incentive Stock Option.

2.32     “Non-Employee Director” shall have the meaning set forth in Rule 16b-3 under the Exchange Act.

2.33     “Officer” shall have the meaning set forth in Rule 16a-1(f) under the Exchange Act.

2.34     “Option” shall mean an option to purchase one or more shares of Stock at a specified Option Price awarded to a Grantee pursuant to Article 8.

2.35     “Option Price” shall mean the per share exercise price for shares of Stock subject to an Option.

2.36     “Other Agreement” shall mean any agreement, contract, or understanding heretofore or hereafter entered into by a Grantee with the Company or an Affiliate, except an agreement, contract, or understanding that expressly addresses Code Section 280G and/or Code Section 4999.

2.37     “Other Equity-Based Award” shall mean an Award representing a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to Stock, other than an Option, a Stock Appreciation Right, Restricted Stock, a Restricted Stock Unit, a Deferred Stock Unit, Unrestricted Stock, a Dividend Equivalent Right, or a Performance Share or other Performance-Based Award.

2.38     “Parachute Payment” shall mean a “parachute payment” within the meaning of Code Section 280G(b)(2).

2.39     “Performance-Based Award” shall mean an Award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares, Other Equity-Based Awards, or cash made subject to the achievement of Performance Measures (as provided in Article 13) over a Performance Period specified by the Committee.

 

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2.40     Performance Measures” shall mean objective performance criteria on which performance goals under Performance-Based Awards are based, such as: (a) net earnings or net income; (b) operating earnings or income; (c) pretax earnings; (d) earnings per share; (e) share price, including growth and capitalization measures and total stockholder return; (f) earnings before interest and taxes; (g) earnings before interest, taxes, depreciation and/or amortization; (h) sales or revenue growth or targets; (i) gross or operating margins; (j) return measures, including return on assets, capital, investment, equity, sales or revenue; (k) cash flow, including operating cash flow, free cash flow, cash flow return on equity and cash flow return on investment; (l) productivity ratios; (m) expense targets; (n) costs, reductions in cost, and cost control measures; (o) market or market segment share or penetration; (p) financial ratios as provided in credit agreements or indentures of the Company and its Subsidiaries; (q) debt rating targets; (r) working capital targets; (s) completion of acquisitions or divestitures of businesses, assets, companies or stores; (t) product quality metrics; (u) employee retention and recruiting metrics, including turnover; and (v) any combination of any of the foregoing business criteria.

2.41     Performance Period” shall mean the period of time, up to ten (10) years, during or over which the Performance Measures under Performance-Based Awards must be met in order to determine the degree of payout and/or vesting with respect to any such Performance-Based Awards.

2.42     Performance Shares” shall mean a Performance-Based Award representing a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to Stock, made subject to the achievement of Performance Measures (as provided in Article 13) over a Performance Period of up to ten (10) years.

2.43     “Person” shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof; provided that, for purposes of Section 2.10(a) and Section 2.10(d), Person shall have the meaning set forth in Sections 13(d) and 14(d)(2) of the Exchange Act.

2.44     “Plan” shall mean this Laird Superfood, Inc. 2020 Omnibus Incentive Plan, as amended from time to time.

2.45     “Prior Plans” shall mean the 2016 Stock Incentive Plan and the 2018 Equity Incentive Plan, as amended from time to time.

2.46     “Prior Stockholders” shall mean the holders of equity securities that represented one hundred percent (100%) of the Voting Stock of the Company immediately prior to a reorganization, merger, or consolidation involving the Company (or other equity securities into which such equity securities are converted as part of such reorganization, merger, or consolidation transaction).

2.47     “Restricted Period” shall mean a period of time established by the Committee during which an Award of Restricted Stock, Restricted Stock Units, or Deferred Stock Units is subject to restrictions.

2.48     “Restricted Stock” shall mean shares of Stock awarded to a Grantee pursuant to Article 10.

 

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2.49     “Restricted Stock Unit” shall mean a bookkeeping entry representing the equivalent of one (1) share of Stock awarded to a Grantee pursuant to Article 10 that may be settled, subject to the terms and conditions of the applicable Award Agreement, in shares of Stock, cash, or a combination thereof.

2.50     “SAR Price” shall mean the per share exercise price of a SAR.

2.51     “Securities Act” shall mean the Securities Act of 1933, as amended, as now in effect or as hereafter amended, and any successor thereto.

2.52     “Securities Market” shall mean an established securities market.

2.53     “Separation from Service” shall have the meaning set forth in Code Section 409A.

2.54     “Service” shall mean service qualifying a Grantee as a Service Provider to the Company or an Affiliate. Unless otherwise provided in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, any determination by the Committee whether a termination of Service shall have occurred for purposes of the Plan shall be final, binding, and conclusive. If a Service Provider’s employment or other Service relationship is with an Affiliate and the applicable entity ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when such entity ceases to be an Affiliate unless the Service Provider transfers his or her employment or other Service relationship to the Company or any other Affiliate.

2.55     “Service Provider” shall mean (a) an Employee or director of the Company or an Affiliate, or (b) a consultant or adviser to the Company or an Affiliate (i) who is a natural person, (ii) who is currently providing bona fide services to the Company or an Affiliate, and (iii) whose services are not in connection with the Company’s sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s Capital Stock.

2.56     “Service Recipient Stock” shall have the meaning set forth in Code Section 409A.

2.57     “Share Limit” shall have the meaning set forth in Section 4.1.

2.58     Short-Term Deferral Period” shall have the meaning set forth in Code Section 409A.

2.59     “Stock” shall mean the common stock, par value $0.001 per share, of the Company, or any security into which shares of Stock may be changed or for which shares of Stock may be exchanged as provided in Section 16.1.

2.60     “Stock Appreciation Right” or “SAR” shall mean a right granted to a Grantee pursuant to Article 9.

2.61     “Stock Exchange” shall mean the New York Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, NYSE American, or another established national or regional stock exchange.

2.62     “Subsidiary” shall mean any corporation (other than the Company) or non-corporate entity with respect to which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined voting power of all classes of Voting Stock. In addition, any other entity may be designated by the

 

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Committee as a Subsidiary, provided that (a) such entity could be considered as a subsidiary according to generally accepted accounting principles in the United States of America and (b) in the case of an Award of Options or Stock Appreciation Rights, such Award would be considered to be granted in respect of Service Recipient Stock under Code Section 409A.

2.63     “Substitute Award” shall mean an Award granted upon assumption of, or in substitution for, outstanding awards previously granted under a compensatory plan of the Company, an Affiliate, or a business entity acquired or to be acquired by the Company or an Affiliate or with which the Company or an Affiliate has combined or will combine.

2.64     “Ten Percent Stockholder” shall mean a natural Person who owns more than ten percent (10%) of the total combined voting power of all classes of Voting Stock of the Company, the Company’s parent (if any), or any of the Company’s Subsidiaries. In determining stock ownership, the attribution rules of Code Section 424(d) shall be applied.

2.65     “Unrestricted Stock” shall mean Stock that is free of any restrictions.

2.66     “Voting Stock” shall mean, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers, or other voting members of the governing body of such Person.

 

3.

ADMINISTRATION OF THE PLAN

 

  3.1

Committee.

 

  3.1.1

Powers and Authorities.

The Committee shall administer the Plan and shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and bylaws and Applicable Laws. Without limiting the generality of the foregoing, the Committee shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award, or any Award Agreement and shall have full power and authority to take all such other actions and to make all such other determinations not inconsistent with the specific terms and provisions of the Plan which the Committee deems to be necessary or appropriate to the administration of the Plan, any Award, or any Award Agreement. Unless otherwise expressly determined by the Board, the Committee shall have the authority to interpret and construe all provisions of the Plan, any Award, and any Award Agreement, and any such interpretation or construction, and any other determination contemplated to be made under the Plan or any Award Agreement, by the Committee shall be final, binding, and conclusive on all Persons, whether or not expressly provided for in any provision of the Plan, such Award, or such Award Agreement.

In the event that the Plan, any Award, or any Award Agreement provides for any action to be taken by the Board or any determination to be made by the Board, such action may be taken or such determination may be made by the Committee constituted in accordance with this Section 3.1 if the Board has delegated the power and authority to do so to such Committee.

 

  3.1.2

Composition of the Committee.

The Committee shall be a committee composed of not fewer than two (2) directors of the Company designated by the Board to administer the Plan. Each member of the Committee shall be (a) a Non-Employee Director and (b) an independent director in accordance with the rules of any Stock Exchange on which the

 

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Stock is listed; provided that any action taken by the Committee shall be valid and effective whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 3.1.2 or otherwise provided in any charter of the Committee. Without limiting the generality of the foregoing, the Committee may be the Compensation Committee of the Board or a subcommittee thereof if the Compensation Committee of the Board or such subcommittee satisfies the foregoing requirements.

 

  3.1.3

Other Committees.

To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.

 

  3.2

Board.

The Board, from time to time, may exercise any or all of the powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1 and other applicable provisions of the Plan, as the Board shall determine, consistent with the Company’s certificate of incorporation and bylaws and Applicable Laws.

 

  3.3

Terms of Awards.

 

  3.3.1

Committee Authority.

Subject to the other terms and conditions of the Plan, the Committee shall have full and final authority to:

(a)     designate Grantees;

(b)     determine the type or types of Awards to be made to a Grantee;

(c)     determine the number of shares of Stock to be subject to an Award or to which an Award relates;

(d)     establish the terms and conditions of each Award (including the Option Price, the SAR Price, and the purchase price for applicable Awards; the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the shares of Stock subject thereto; the treatment of an Award in the event of a Change in Control (subject to applicable agreements); and any terms or conditions that may be necessary to qualify Options as Incentive Stock Options);

(e)     prescribe the form of each Award Agreement evidencing an Award;

(f)     subject to the limitation on repricing in Section 3.4, amend, modify, or supplement the terms of any outstanding Award, which authority shall include the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to make Awards or to modify outstanding Awards made to eligible natural Persons who are foreign nationals or are natural Persons who are employed outside the United States to reflect differences in local law, tax policy, or custom; provided that, notwithstanding the foregoing, no amendment, modification, or supplement of the terms of any outstanding Award shall, without the consent of the Grantee thereof, impair such Grantee’s rights under such Award; and

 

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(g)     make Substitute Awards.

 

  3.3.2

Forfeiture; Recoupment.

The Committee may reserve the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award thereunder on account of actions taken by, or failed to be taken by, such Grantee in violation or breach of, or in conflict with, any (a) employment agreement, (b) non-competition agreement, (c) agreement prohibiting solicitation of Employees or clients of the Company or an Affiliate, (d) confidentiality obligation with respect to the Company or an Affiliate, (e) Company or Affiliate policy or procedure, (f) other agreement, or (g) other obligation of such Grantee to the Company or an Affiliate, as and to the extent specified in such Award Agreement. If the Grantee of an outstanding Award is an Employee of the Company or an Affiliate and such Grantee’s Service is terminated for Cause, the Committee may annul such Grantee’s outstanding Award as of the date of the Grantee’s termination of Service for Cause.

All Awards (including any proceeds, gains or other economic benefit the Grantee actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any shares underlying the Award) will be subject to any Company claw-back policy, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.

 

  3.4

No Repricing Without Stockholder Approval.

Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, shares of Stock, other securities, or other property), stock split, extraordinary dividend, recapitalization, Change in Control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of Stock, or other securities or similar transaction), the Company may not: (a) amend the terms of outstanding Options or SARs to reduce the Option Price or SAR Price, as applicable, of such outstanding Options or SARs; (b) cancel outstanding Options or SARs in exchange for or substitution of Options or SARs with an Option Price or SAR Price, as applicable, that is less than the Option Price or SAR Price, as applicable, of the original Options or SARs; or (c) cancel outstanding Options or SARs with an Option Price or SAR Price, as applicable, above the current Fair Market Value in exchange for cash or other securities, in each case, unless such action (i) is subject to and approved by the Company’s stockholders or (ii) would not be deemed to be a repricing under the rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.

 

  3.5

Deferral Arrangement.

The Committee may permit or require the deferral of any payment pursuant to any Award into a deferred compensation arrangement, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or Dividend Equivalent Rights and, in connection therewith, provisions for converting such credits into Deferred Stock Units and for restricting deferrals to comply with hardship distribution rules affecting tax-qualified retirement plans subject to Code Section 401(k)(2)(B)(IV); provided that no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of Options or SARs. Any such deferrals shall be made in a manner that complies with Code Section 409A, including, if applicable, with respect to when a Separation from Service occurs.

 

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  3.6

Registration; Share Certificates.

Notwithstanding any provision of the Plan to the contrary, the ownership of the shares of Stock issued under the Plan may be evidenced in such a manner as the Committee, in its sole discretion, deems appropriate, including by book-entry or direct registration (including transaction advices) or the issuance of one or more share certificates.

 

4.

STOCK SUBJECT TO THE PLAN

 

  4.1

Number of Shares of Stock Available for Awards.

Subject to adjustment pursuant to Article 16, the maximum number of shares of Stock reserved for issuance under the Plan shall be the sum of (a)                     shares of Stock, and (b) an annual increase on the first day of each calendar year beginning January 1, 2021 and ending on and including January 1, 2030, equal to the lesser of (i) 4% of the aggregate number of shares of Stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Stock as is determined by the Company (collectively the “Share Limit”). Such shares of Stock may be authorized and unissued shares of Stock, treasury shares of Stock, or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and                     of the shares of Stock reserved for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options.

 

  4.2

Adjustments in Authorized Shares of Stock.

In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock, the Committee may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms as the Committee deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Share Limit (nor shall shares of Stock subject to a Substitute Award be added to the shares of Stock available for Awards under the Plan as provided above), except that shares of Stock acquired by exercise of substitute Incentive Stock Options will count against the maximum number of shares of Stock that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares of stock available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares of stock available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Stock authorized for grant under the Plan (and shares of Stock subject to such Awards shall not be added to the shares of Stock available for Awards under the Plan as provided above); provided that Awards using such available shares of stock shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Non-Employee Directors prior to such acquisition or combination.

 

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  4.3

Share Usage.

(a)     Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance under Section 4.1.

(b)     Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Article 10, will be counted against the Share Limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to an Award. The number of shares of Stock subject to an Award of SARs will be counted against the Share Limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to such Award regardless of the number of shares of Stock actually issued to settle such SARs upon the exercise of the SARs. A number of shares of Stock at least equal to the target number of shares issuable under a Performance Share grant shall be counted against the Share Limit set forth in Section 4.1 as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance Shares to the extent different from such number of shares.

(c)     If any shares of Stock covered by an Award are not purchased or are forfeited or expire or if an Award otherwise terminates without delivery of any Stock subject thereto or is settled in cash in lieu of shares, then the number of shares of Stock counted against the Share Limit with respect to such Award shall, to the extent of any such forfeiture, termination, expiration, or settlement, again be available for making Awards under the Plan.

(d)     The number of shares of Stock available for issuance under the Plan will also be increased by the number of shares of Stock (i) tendered, withheld, or subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option, (ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, or (iii) deducted or delivered from payment of an Award granted under the Plan in connection with the Company’s tax withholding obligations as provided in Section 18.3.

 

5.

TERM; AMENDMENT AND TERMINATION

 

  5.1

Term.

The Plan shall become effective as of the Effective Date; provided, however, that the IPO Effective Date shall be the earliest Grant Date under the Plan. Following the Effective Date, no awards shall be made under the Prior Plans. Notwithstanding the foregoing, shares of Stock reserved under the Prior Plans to settle awards, including performance-based awards, which are made under the Prior Plans prior to the Effective Date may be issued and delivered following the Effective Date to settle such awards. The Plan shall terminate on the first to occur of (a) the tenth (10th) anniversary of the Effective Date, (b) the date determined in accordance with Section 5.2, and (c) the date determined in accordance with Section 16.3; provided, however, that Incentive Stock Options may not be granted under the Plan after the tenth (10th) anniversary of the date of the Board’s adoption of the Plan. Upon such termination of the Plan, all outstanding Awards shall continue to have full force and effect in accordance with the provisions of the terminated Plan and the applicable Award Agreement (or other documents evidencing such Awards).

 

  5.2

Amendment, Suspension, and Termination.

The Board may, at any time and from time to time, amend, suspend, or terminate the Plan; provided that, with respect to Awards theretofore granted under the Plan, no amendment, suspension, or termination of

 

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the Plan shall, without the consent of the Grantee, impair the rights or obligations under any such Award. The effectiveness of any amendment to the Plan shall be contingent on approval of such amendment by the Company’s stockholders to the extent provided by the Board or required by Applicable Laws; provided that no amendment shall be made to the no-repricing provisions of Section 3.4, the Option pricing provisions of Section 8.1, or the SAR pricing provisions of Section 9.1 without the approval of the Company’s stockholders.

 

6.

AWARD ELIGIBILITY AND LIMITATIONS

 

  6.1

Eligible Grantees.

Subject to this Article 6, Awards may be made under the Plan to (a) any Service Provider, as the Committee shall determine and designate from time to time, and (b) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee.

 

  6.2

Non-Employee Director Compensation.

The sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a Non-Employee Director as compensation for services as a Non-Employee Director during any fiscal year of the Company may not exceed $500,000, increased to $750,000 in the fiscal year in which the Plan’s Effective Date occurs or in the fiscal year of a Non-Employee Director’s initial service as a Non-Employee Director. The Committee may make exceptions to this limit for individual Non-Employee Directors in extraordinary circumstances, as the Committee may determine in its discretion, provided that the Non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving Non-Employee Directors.

 

  6.3

Stand-Alone, Additional, Tandem, and Substitute Awards.

Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. Such additional, tandem, exchange, or Substitute Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but subject to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date; provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or SAR.

 

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7.

AWARD AGREEMENT

Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall from time to time determine. Award Agreements utilized under the Plan from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and, in the absence of such specification, such Options shall be deemed to constitute Nonqualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control.

 

8.

TERMS AND CONDITIONS OF OPTIONS

 

  8.1

Option Price.

The Option Price of each Option shall be fixed by the Committee and stated in the Award Agreement evidencing such Option. Except in the case of Substitute Awards, the Option Price of each Option shall be at least the Fair Market Value of one (1) share of Stock on the Grant Date; provided that, in the event that a Grantee is a Ten Percent Stockholder, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of one (1) share of Stock on the Grant Date. In no case shall the Option Price of any Option be less than the par value of one (1) share of Stock.

 

  8.2

Vesting and Exercisability.

Subject to Sections 8.3 and 16.3, each Option granted under the Plan shall become vested and/or exercisable at such times and under such conditions as shall be determined by the Committee and stated in the Award Agreement, in another agreement with the Grantee, or otherwise in writing; provided that no Option shall be granted to Grantees who are entitled to overtime under Applicable Laws that will vest or be exercisable within a six (6)-month period starting on the Grant Date.

 

  8.3

Term.

Each Option granted under the Plan shall terminate, and all rights to purchase shares of Stock thereunder shall cease, on the tenth (10th) anniversary of the Grant Date of such Option, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such Option; provided that, in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option shall not be exercisable after the fifth (5th) anniversary of the Grant Date of such Option; and provided, further, that, to the extent deemed necessary or appropriate by the Committee to reflect differences in local law, tax policy, or custom with respect to any Option granted to a Grantee who is a foreign national or is a natural Person who is employed outside the United States, such Option may terminate, and all rights to purchase shares of Stock thereunder may cease, upon the expiration of a period longer than ten (10) years from the Grant Date of such Option as the Committee shall determine.

 

  8.4

Termination of Service.

Each Award Agreement with respect to the grant of an Option shall set forth the extent to which the Grantee thereof, if at all, shall have the right to exercise such Option following termination of such Grantee’s Service. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

 

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  8.5

Limitations on Exercise of Option.

Notwithstanding any provision of the Plan to the contrary, in no event may any Option be exercised, in whole or in part, after the occurrence of an event referred to in Article 16 which results in the termination of such Option.

 

  8.6

Method of Exercise.

Subject to the terms of Article 14 and Section 18.3, an Option that is exercisable may be exercised by the Grantee’s delivery to the Company or its designee or agent of notice of exercise on any business day, at the Company’s principal office or the office of such designee or agent, on the form specified by the Company and in accordance with any additional procedures specified by the Committee. Such notice shall specify the number of shares of Stock with respect to which such Option is being exercised and shall be accompanied by payment in full of the Option Price of the shares of Stock for which such Option is being exercised, plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to the exercise of such Option.

 

  8.7

Rights of Holders of Options.

Unless otherwise stated in the applicable Award Agreement, a Grantee or other Person holding or exercising an Option shall have none of the rights of a stockholder of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the shares of Stock subject to such Option, to direct the voting of the shares of Stock subject to such Option, or to receive notice of any meeting of the Company’s stockholders) until the shares of Stock subject thereto are fully paid and issued to such Grantee or other Person. Except as provided in Article 16, no adjustment shall be made for dividends, distributions, or other rights with respect to any shares of Stock subject to an Option for which the record date is prior to the date of issuance of such shares of Stock.

 

  8.8

Delivery of Stock.

Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price with respect thereto, such Grantee shall be entitled to receive such evidence of such Grantee’s ownership of the shares of Stock subject to such Option as shall be consistent with Section 3.6.

 

  8.9

Transferability of Options.

Except as provided in Section 8.10, during the lifetime of a Grantee of an Option, only such Grantee (or, in the event of such Grantee’s legal incapacity or incompetency, such Grantee’s guardian or legal representative) may exercise such Option. Except as provided in Section 8.10, no Option shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.

 

  8.10

Family Transfers.

If authorized in the applicable Award Agreement and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of an Option which is not an Incentive Stock Option to any Family Member. For the purpose of this Section 8.10, a transfer “not for value” is a transfer which is (a) a gift, (b) a transfer under a domestic relations order in settlement of marital property rights, or (c) unless

 

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Applicable Laws do not permit such transfer, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (and/or the Grantee) in exchange for an interest in such entity. Following a transfer under this Section 8.10, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to such transfer. Subsequent transfers of transferred Options shall be prohibited except to Family Members of the original Grantee in accordance with this Section 8.10 or by will or the laws of descent and distribution. The provisions of Section 8.4 relating to termination of Service shall continue to be applied with respect to the original Grantee of the Option, following which such Option shall be exercisable by the transferee only to the extent, and for the periods specified, in Section 8.4.

 

  8.11

Limitations on Incentive Stock Options.

An Option shall constitute an Incentive Stock Option only (a) if the Grantee of such Option is an Employee of the Company or any corporate Subsidiary, (b) to the extent specifically provided in the related Award Agreement, and (c) to the extent that the aggregate Fair Market Value (determined at the time such Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Company and its Affiliates) does not exceed one hundred thousand dollars ($100,000). Except to the extent provided in the regulations under Code Section 422, this limitation shall be applied by taking Options into account in the order in which they were granted.

 

  8.12

Notice of Disqualifying Disposition.

If any Grantee shall make any disposition of shares of Stock issued pursuant to the exercise of an Incentive Stock Option under the circumstances provided in Code Section 421(b) (relating to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition immediately but in no event later than ten (10) days thereafter.

 

9.

TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

 

  9.1

Right to Payment and SAR Price.

A SAR shall confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of (a) the Fair Market Value of one (1) share of Stock on the date of exercise, over (b) the SAR Price as determined by the Committee. The Award Agreement for a SAR shall specify the SAR Price, which shall be no less than the Fair Market Value of one (1) share of Stock on the Grant Date of such SAR. SARs may be granted in tandem with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in combination with all or any part of any other Award, or without regard to any Option or other Award; provided that a SAR that is granted in tandem with all or part of an Option will have the same term, and expire at the same time, as the related Option; provided, further, that a SAR that is granted subsequent to the Grant Date of a related Option must have a SAR Price that is no less than the Fair Market Value of one (1) share of Stock on the Grant Date of such SAR.

 

  9.2

Other Terms.

The Committee shall determine, on the Grant Date or thereafter, the time or times at which, and the circumstances under which, a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future Service requirements); the time or times at which SARs shall cease to be or become exercisable following termination of Service or upon other conditions; the method of exercise, method

 

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of settlement, form of consideration payable in settlement, method by or forms in which shares of Stock shall be delivered or deemed to be delivered to Grantees, whether or not a SAR shall be granted in tandem or in combination with any other Award; and any and all other terms and conditions of any SAR; provided that no SARs shall be granted to Grantees who are entitled to overtime under Applicable Laws that will vest or be exercisable within a six (6)-month period starting on the Grant Date.

 

  9.3

Term.

Each SAR granted under the Plan shall terminate, and all rights thereunder shall cease, on the tenth (10th) anniversary of the Grant Date of such SAR or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such SAR.

 

  9.4

Rights of Holders of SARs.

Unless otherwise stated in the applicable Award Agreement, a Grantee or other Person holding or exercising a SAR shall have none of the rights of a stockholder of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the shares of Stock underlying such SAR, to direct the voting of the shares of Stock underlying such SAR, or to receive notice of any meeting of the Company’s stockholders) until the shares of Stock underlying such SAR, if any, are issued to such Grantee or other Person. Except as provided in Article 16, no adjustment shall be made for dividends, distributions, or other rights with respect to any shares of Stock underlying a SAR for which the record date is prior to the date of issuance of such shares of Stock, if any.

 

  9.5

Transferability of SARs.

Except as provided in Section 9.6, during the lifetime of a Grantee of a SAR, only the Grantee (or, in the event of such Grantee’s legal incapacity or incompetency, such Grantee’s guardian or legal representative) may exercise such SAR. Except as provided in Section 9.6, no SAR shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.

 

  9.6

Family Transfers.

If authorized in the applicable Award Agreement and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of a SAR to any Family Member. For the purpose of this Section 9.6, a transfer “not for value” is a transfer which is (a) a gift, (b) a transfer under a domestic relations order in settlement of marital property rights, or (c) unless Applicable Laws do not permit such transfer, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (and/or the Grantee) in exchange for an interest in such entity. Following a transfer under this Section 9.6, any such SAR shall continue to be subject to the same terms and conditions as were in effect immediately prior to such transfer. Subsequent transfers of transferred SARs shall be prohibited except to Family Members of the original Grantee in accordance with this Section 9.6 or by will or the laws of descent and distribution.

 

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10.

TERMS AND CONDITIONS OF RESTRICTED STOCK, RESTRICTED STOCK UNITS, AND DEFERRED STOCK UNITS

 

  10.1

Grant of Restricted Stock, Restricted Stock Units, and Deferred Stock Units.

Awards of Restricted Stock, Restricted Stock Units, and Deferred Stock Units may be made for consideration or for no consideration, other than the par value of the shares of Stock, which shall be deemed paid by past Service or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future Service to the Company or an Affiliate.

 

  10.2

Restrictions.

At the time a grant of Restricted Stock, Restricted Stock Units, or Deferred Stock Units is made, the Committee may, in its sole discretion, (a) establish a Restricted Period applicable to such Restricted Stock, Restricted Stock Units, or Deferred Stock Units and (b) prescribe restrictions in addition to or other than the expiration of the Restricted Period, including the achievement of corporate or individual performance goals, which may be applicable to all or any portion of such Restricted Stock, Restricted Stock Units, or Deferred Stock Units as provided in Article 13. Awards of Restricted Stock, Restricted Stock Units, and Deferred Stock Units may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Committee with respect to such Awards.

 

  10.3

Registration; Restricted Stock Certificates.

Pursuant to Section 3.6, to the extent that ownership of Restricted Stock is evidenced by a book-entry registration or direct registration (including transaction advices), such registration shall be notated to evidence the restrictions imposed on such Award of Restricted Stock under the Plan and the applicable Award Agreement. Subject to Section 3.6 and the immediately following sentence, the Company may issue, in the name of each Grantee to whom Restricted Stock has been granted, certificates representing the total number of shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date of such Restricted Stock. The Committee may provide in an Award Agreement with respect to an Award of Restricted Stock that either (a) the Secretary of the Company shall hold such certificates for such Grantee’s benefit until such time as such shares of Restricted Stock are forfeited to the Company or the restrictions applicable thereto lapse and such Grantee shall deliver a stock power to the Company with respect to each certificate, or (b) such certificates shall be delivered to such Grantee, provided that such certificates shall bear legends that comply with Applicable Laws and make appropriate reference to the restrictions imposed on such Award of Restricted Stock under the Plan and such Award Agreement.

 

  10.4

Rights of Holders of Restricted Stock.

Unless the Committee provides otherwise in an Award Agreement and subject to the restrictions set forth in the Plan, any applicable Company program, and the applicable Award Agreement, holders of Restricted Stock shall have the right to vote such shares of Restricted Stock and the right to receive any dividend payments or distributions declared or paid with respect to such shares of Restricted Stock. The Committee may provide in an Award Agreement evidencing a grant of Restricted Stock that (a) any cash dividend payments or distributions paid on Restricted Stock shall be reinvested in shares of Stock, which may or may not be subject to the same vesting conditions and restrictions as applicable to such underlying shares of Restricted Stock or (b) any dividend payments or distributions declared or paid on shares of Restricted Stock shall only be made or paid upon satisfaction of the vesting conditions and restrictions applicable to such shares

 

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of Restricted Stock. Dividend payments or distributions declared or paid on shares of Restricted Stock which vest or are earned based upon the achievement of performance goals shall not vest unless such performance goals for such shares of Restricted Stock are achieved, and if such performance goals are not achieved, the Grantee of such shares of Restricted Stock shall promptly forfeit and, to the extent already paid or distributed, repay to the Company such dividend payments or distributions. All stock dividend payments or distributions, if any, received by a Grantee with respect to shares of Restricted Stock as a result of any stock split, stock dividend, combination of stock, or other similar transaction shall be subject to the same vesting conditions and restrictions as applicable to such underlying shares of Restricted Stock.

 

  10.5

Rights of Holders of Restricted Stock Units and Deferred Stock Units.

 

  10.5.1

Voting and Dividend Rights.

Holders of Restricted Stock Units and Deferred Stock Units shall have no rights as stockholders of the Company (for example, the right to receive dividend payments or distributions attributable to the shares of Stock underlying such Restricted Stock Units and Deferred Stock Units, to direct the voting of the shares of Stock underlying such Restricted Stock Units and Deferred Stock Units, or to receive notice of any meeting of the Company’s stockholders).

 

  10.5.2

Creditor’s Rights.

A holder of Restricted Stock Units or Deferred Stock Units shall have no rights other than those of a general unsecured creditor of the Company. Restricted Stock Units and Deferred Stock Units represent unfunded and unsecured obligations of the Company, subject to the terms and conditions of the applicable Award Agreement.

 

  10.6

Termination of Service.

Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, but prior to termination of Grantee’s Service, upon the termination of such Grantee’s Service, any Restricted Stock, Restricted Stock Units, or Deferred Stock Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of such Restricted Stock, Restricted Stock Units, or Deferred Stock Units, the Grantee thereof shall have no further rights with respect thereto, including any right to vote such Restricted Stock or any right to receive dividends or Dividend Equivalent Rights, as applicable, with respect to such Restricted Stock, Restricted Stock Units, or Deferred Stock Units.

 

  10.7

Purchase of Restricted Stock and Shares of Stock Subject to Restricted Stock Units and Deferred Stock Units.

The Grantee of an Award of Restricted Stock, vested Restricted Stock Units, or vested Deferred Stock Units shall be required, to the extent required by Applicable Laws, to purchase such Restricted Stock or the shares of Stock subject to such vested Restricted Stock Units or Deferred Stock Units from the Company at a purchase price equal to the greater of (x) the aggregate par value of the shares of Stock represented by such Restricted Stock or such vested Restricted Stock Units or Deferred Stock Units or (y) the purchase price, if any, specified in the Award Agreement relating to such Restricted Stock or such vested Restricted Stock Units or Deferred Stock Units. Such purchase price shall be payable in a form provided in Article 14 or, in the sole discretion of the Committee, in consideration for Service rendered or to be rendered by the Grantee to the Company or an Affiliate.

 

19


  10.8

Delivery of Shares of Stock.

Upon the expiration or termination of any Restricted Period and the satisfaction of any other conditions prescribed by the Committee, including, without limitation, any performance goals or delayed delivery period, the restrictions applicable to Restricted Stock, Restricted Stock Units, or Deferred Stock Units settled in shares of Stock shall lapse, and, unless otherwise provided in the applicable Award Agreement, a book-entry or direct registration (including transaction advices) or a certificate evidencing ownership of such shares of Stock shall, consistent with Section 3.6, be issued, free of all such restrictions, to the Grantee thereof or such Grantee’s beneficiary or estate, as the case may be. Neither the Grantee, nor the Grantee’s beneficiary or estate, shall have any further rights with regard to a Restricted Stock Unit or Deferred Stock Unit once the shares of Stock represented by such Restricted Stock Unit or Deferred Stock Unit have been delivered in accordance with this Section 10.8.

 

11.

TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS

 

  11.1

Unrestricted Stock Awards.

The Committee may, in its sole discretion, grant (or sell at the par value of a share of Stock or at such other higher purchase price as shall be determined by the Committee) an Award to any Grantee pursuant to which such Grantee may receive shares of Unrestricted Stock under the Plan. Awards of Unrestricted Stock may be granted or sold to any Grantee as provided in the immediately preceding sentence in respect of Service rendered or, if so provided in the related Award Agreement or a separate agreement, to be rendered by the Grantee to the Company or an Affiliate or other valid consideration, in lieu of or in addition to any cash compensation due to such Grantee.

 

  11.2

Other Equity-Based Awards.

The Committee may, in its sole discretion, grant Awards in the form of Other Equity-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. Awards granted pursuant to this Section 11.2 may be granted with vesting, value, and/or payment contingent upon the achievement of one or more performance goals. The Committee shall determine the terms and conditions of Other Equity-Based Awards on the Grant Date or thereafter. Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, but prior to termination of Grantee’s Service, upon the termination of a Grantee’s Service, any Other Equity-Based Awards held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of any Other Equity-Based Award, the Grantee thereof shall have no further rights with respect to such Other Equity-Based Award.

 

12.

TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS

 

  12.1

Dividend Equivalent Rights.

A Dividend Equivalent Right may be granted hereunder, provided that no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of Options or SARs. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Agreement therefor. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently (with or without being subject to forfeiture or a repayment obligation) or may be deemed to be reinvested in additional shares of Stock or Awards, which may thereafter accrue additional Dividend Equivalent Rights (with or without being subject to forfeiture or a repayment obligation). Any such reinvestment shall be at the Fair Market Value thereof on the

 

20


date of such reinvestment. Dividend Equivalent Rights may be settled in cash, shares of Stock, or a combination thereof, in a single installment or in multiple installments, all as determined in the sole discretion of the Committee. A Dividend Equivalent Right granted as a component of another Award may (a) provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other Award and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award or (b) contain terms and conditions which are different from the terms and conditions of such other Award, provided that Dividend Equivalent Rights credited pursuant to a Dividend Equivalent Right granted as a component of another Award which vests or is earned based upon the achievement of performance goals shall not vest unless such performance goals for such underlying Award are achieved, and if such performance goals are not achieved, the Grantee of such Dividend Equivalent Rights shall promptly forfeit and, to the extent already paid or distributed, repay to the Company payments or distributions made in connection with such Dividend Equivalent Rights.

 

  12.2

Termination of Service.

Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, a Grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon such Grantee’s termination of Service for any reason.

 

13.

TERMS AND CONDITIONS OF PERFORMANCE-BASED AWARDS

 

  13.1

Grant of Performance-Based Awards.

Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Performance-Based Awards in such amounts and upon such terms as the Committee shall determine.

 

  13.2

Value of Performance-Based Awards.

Each grant of a Performance-Based Award shall have an initial cash value or an actual or target number of shares of Stock that is established by the Committee as of the Grant Date. The Committee shall set performance goals in its discretion which, depending on the extent to which they are achieved, shall determine the value and/or number of shares of Stock subject to a Performance-Based Award that will be paid out to the Grantee thereof.

 

  13.3

Earning of Performance-Based Awards.

Subject to the terms of the Plan, after the applicable Performance Period has ended, the Grantee of a Performance-Based Award shall be entitled to receive a payout of the value and/or the number shares of Stock subject to such Performance-Based Award by such Grantee over such Performance Period.

 

  13.4

Form and Timing of Payment of Performance-Based Awards.

Payment of the value earned under a Performance-Based Award shall be made, as determined by the Committee, in the form, at the time, and in the manner described in the applicable Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, (a) may pay the value earned under a Performance-Based Award in the form of cash, shares of Stock, other Awards, or a combination thereof, including shares of Stock and/or Awards that are subject to any restrictions deemed appropriate by the Committee, and (b) shall pay the value earned under a Performance-Based Award at the close of the applicable Performance Period, or as soon as reasonably practicable after the Committee has determined that the

 

21


performance goal or goals relating thereto have been achieved; provided that, unless specifically provided in the Award Agreement for such a Performance-Based Award, such payment shall occur no later than the fifteenth (15th) day of the third (3rd) month following the end of the calendar year in which such Performance Period ends. Any shares of Stock paid out under a Performance-Based Award may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement for the Performance-Based Award.

 

  13.5

Performance Conditions.

The right of a Grantee to exercise or receive a grant or settlement of any Performance-Based Award, and the timing thereof, may be subject to the achievement of such Performance Measures as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Performance under any of the Performance Measures (a) may be used to measure the performance of (i) the Company, its Subsidiaries and other Affiliates as a whole, (ii) the Company, any Subsidiary, and/or any other Affiliate or any combination thereof, or (iii) any one or more business units or operating segments of the Company, any Subsidiary, and/or any other Affiliate, in each case as the Committee, in its sole discretion, deems appropriate and (b) may be compared to the performance of one or more other companies, or one or more published or special indices designated or approved by the Committee for such comparison, as the Committee, in its sole discretion, deems appropriate. In addition, the Committee, in its sole discretion, may select a Performance Measure specified in Section 2.40(e) for comparison to performance under one or more stock market indices designated or approved by the Committee. The Committee also shall have the authority to provide for accelerated vesting of any Performance-Based Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Section 13. For the avoidance of doubt, nothing herein is intended to prevent the Committee from granting Awards subject to subjective performance conditions (including individual performance conditions); provided, that such Awards shall not be considered Performance-Based Awards under the Plan.

 

  13.6

Evaluation of Performance.

The Committee may provide in any Performance-Based Award that any evaluation of performance may include or exclude any of the following events that occur during a Performance Period: (a) asset write-downs; (b) litigation or claims, judgments or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (d) any reorganization or restructuring events or programs; (e) extraordinary, non-core, non-operating, or non-recurring items and items that are either of an unusual nature or of a type that indicates infrequency of occurrence as a separate component of income from continuing operations; (f) acquisitions or divestitures; (g) foreign exchange gains and losses; (h) impact of shares of Stock purchased through share repurchase programs; (i) tax valuation allowance reversals; (j) impairment expense; and (k) environmental expense

 

14.

FORMS OF PAYMENT

 

  14.1

General Rule.

Payment of the Option Price for the shares of Stock purchased pursuant to the exercise of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units shall be made in cash or in cash equivalents acceptable to the Company.

 

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  14.2

Surrender of Shares of Stock.

To the extent that the applicable Award Agreement so provides, payment of the Option Price for shares of Stock purchased pursuant to the exercise of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units may be made all or in part through the tender or attestation to the Company of shares of Stock, which shall be valued, for purposes of determining the extent to which such Option Price or purchase price has been paid thereby, at their Fair Market Value on the date of such tender or attestation.

 

  14.3

Cashless Exercise.

To the extent permitted by Applicable Laws and to the extent the Award Agreement so provides, payment of the Option Price for shares of Stock purchased pursuant to the exercise of an Option may be made all or in part by delivery (on a form acceptable to the Committee) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the proceeds of such sale to the Company in payment of such Option Price and/or any withholding taxes described in Section 18.3.

 

  14.4

Other Forms of Payment.

To the extent that the applicable Award Agreement so provides and/or unless otherwise specified in an Award Agreement, payment of the Option Price for shares of Stock purchased pursuant to exercise of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units may be made in any other form that is consistent with Applicable Laws, including (a) with respect to Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units only, Service rendered or to be rendered by the Grantee thereof to the Company or an Affiliate and (b) with the consent of the Company, by withholding the number of shares of Stock that would otherwise vest or be issuable in an amount equal in value to the Option Price or purchase price and/or the required tax withholding amount.

 

15.

REQUIREMENTS OF LAW

 

  15.1

General.

The Company shall not be required to offer, sell, or issue any shares of Stock under any Award, whether pursuant to the exercise of an Option, a SAR, or otherwise, if the offer, sale, or issuance of such shares of Stock would constitute a violation by the Grantee, the Company, an Affiliate, or any other Person of any provision of the Company’s certificate of incorporation or bylaws or of Applicable Laws, including any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration, or qualification of any shares of Stock subject to an Award upon any Stock Exchange or Securities Market or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the offering, sale, issuance, or purchase of shares of Stock in connection with any Award, no shares of Stock may be offered, sold, or issued to the Grantee or any other Person under such Award, whether pursuant to the exercise of an Option, a SAR, or otherwise, unless such listing, registration, or qualification shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of such Award. Without limiting the generality of the foregoing, upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any shares of Stock underlying an Award, unless a registration statement under the Securities Act is in effect with respect to the shares of Stock subject to such Award, the

 

23


Company shall not be required to offer, sell, or issue such shares of Stock unless the Committee shall have received evidence satisfactory to it that the Grantee or any other Person exercising such Option or SAR or accepting delivery of such shares may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination by the Committee in connection with the foregoing shall be final, binding, and conclusive. The Company may register, but shall in no event be obligated to register, any shares of Stock or other securities issuable pursuant to the Plan pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or a SAR or the issuance of shares of Stock or other securities issuable pursuant to the Plan or any Award to comply with any Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option or SAR that may be settled in shares of Stock shall not be exercisable until the shares of Stock subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option or SAR under circumstances in which the laws of such jurisdiction apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

 

  15.2

Rule 16b-3.

During any time when the Company has any class of common equity securities registered under Section 12 of the Exchange Act, it is the intention of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to Section 16(b) of the Exchange Act shall qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Committee does not comply with the requirements of such Rule 16b-3, such provision or action shall be deemed inoperative with respect to such Awards to the extent permitted by Applicable Laws and deemed advisable by the Committee and shall not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Committee may exercise its discretion to modify the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to permit the Company to avail itself of the benefits of, the revised exemption or its replacement.

 

16.

EFFECT OF CHANGES IN CAPITALIZATION

 

  16.1

Changes in Stock.

If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of Capital Stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares of Capital Stock for which grants of Options and other Awards may be made under the Plan, including the Share Limit set forth in Section 4.1, shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of shares of Capital Stock for which Awards are outstanding shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of

 

24


consideration by the Company, the Board or the Committee constituted pursuant to Section 3.1.2 shall, in such manner as the Board or the Committee deems appropriate, adjust (a) the number and kind of shares of Capital Stock subject to outstanding Awards and/or (b) the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding SARs as required to reflect such distribution.

 

  16.2

Reorganization in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control.

Subject to Section 16.3, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities which does not constitute a Change in Control, any Award theretofore granted pursuant to the Plan shall pertain to and apply to the Capital Stock to which a holder of the number of shares of Stock subject to such Award would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the per share Option Price or SAR Price of any outstanding Option or SAR so that the aggregate Option Price or SAR Price thereafter shall be the same as the aggregate Option Price or SAR Price of the shares of Stock remaining subject to the Option or SAR as in effect immediately prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, any restrictions applicable to such Award shall apply as well to any replacement shares of Capital Stock subject to such Award, or received by the Grantee, as a result of such reorganization, merger, or consolidation. In the event of any reorganization, merger, or consolidation of the Company referred to in this Section 16.2, Performance-Based Awards shall be adjusted (including any adjustment to the Performance Measures applicable to such Awards deemed appropriate by the Committee) so as to apply to the Capital Stock that a holder of the number of shares of Stock subject to the Performance-Based Awards would have been entitled to receive immediately following such reorganization, merger, or consolidation.

 

  16.3

Change in Control in which Awards are not Assumed.

Except as otherwise provided in the applicable Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Awards are not being assumed or continued, the following provisions shall apply to such Award, to the extent not assumed or continued:

(a)     Immediately prior to the occurrence of such Change in Control, in each case with the exception of Performance-Based Awards, all outstanding shares of Restricted Stock and all Restricted Stock Units, Deferred Stock Units, and Dividend Equivalent Rights shall be deemed to have vested, and all shares of Stock and/or cash subject to such Awards shall be delivered; and either or both of the following two (2) actions shall be taken:

(i)     At least fifteen (15) days prior to the scheduled consummation of such Change in Control, all Options and SARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen (15) days. Any exercise of an Option or SAR during this fifteen (15)-day period shall be conditioned upon the consummation of the applicable Change in Control and shall be effective only immediately before the consummation thereof, and upon consummation of such Change in Control, the Plan and all outstanding but unexercised Options and SARs shall terminate, with or without consideration (including, without limitation, consideration in accordance with clause (ii) below) as determined by the Committee in its sole discretion. The Committee shall send notice of an event that shall result in such a termination to all Persons who hold Options and SARs not later than the time at which the Company gives notice thereof to its stockholders; and/or

 

25


(ii)     The Committee may elect, in its sole discretion, to cancel any outstanding Awards of Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, and/or Dividend Equivalent Rights and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or Capital Stock having a value (as determined by the Committee acting in good faith), in the case of Restricted Stock, Restricted Stock Units, Deferred Stock Units, and Dividend Equivalent Rights (for shares of Stock subject thereto), equal to the formula or fixed price per share paid to holders of shares of Stock pursuant to such Change in Control and, in the case of Options or SARs, equal to the product of the number of shares of Stock subject to such Options or SARs multiplied by the amount, if any, by which (x) the formula or fixed price per share paid to holders of shares of Stock pursuant to such transaction exceeds (y) the Option Price or SAR Price applicable to such Options or SARs.

(b)     For Performance-Based Awards, if less than half of the Performance Period has lapsed, such Performance-Based Awards shall be treated as though target performance has been achieved. If at least half of the Performance Period has lapsed, actual performance to date shall be determined as of a date reasonably proximal to the date of consummation of the Change in Control as determined by the Committee, in its sole discretion, and that level of performance thus determined shall be treated as achieved immediately prior to occurrence of the Change in Control. For purposes of the preceding sentence, if, based on the discretion of the Committee, actual performance is not determinable, the Performance-Based Awards shall be treated as though target performance has been achieved. After application of this Section 16.3(b), if any Awards arise from application of this Article 16, such Awards shall be settled under the applicable provision of Section 16.3(a).

(c)     Other Equity-Based Awards shall be governed by the terms of the applicable Award Agreement.

 

  16.4

Change in Control in which Awards are Assumed.

Except as otherwise provided in the applicable Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Awards are being assumed or continued, the following provisions shall apply to such Award, to the extent assumed or continued:

The Plan and the Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other Equity-Based Awards granted under the Plan shall continue in the manner and under the terms so provided in the event of any Change in Control to the extent that provision is made in writing in connection with such Change in Control for the assumption or continuation of such Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other Equity-Based Awards, or for the substitution for such Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other Equity-Based Awards of new stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, dividend equivalent rights, and other equity-based awards relating to the Capital Stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and exercise prices of options and stock appreciation rights.

 

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  16.5

Adjustments.

Adjustments under this Article 16 related to shares of Stock or other Capital Stock of the Company shall be made by the Committee, whose determination in that respect shall be final, binding, and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. The Committee may provide in the applicable Award Agreement as of the Grant Date, in another agreement with the Grantee, or otherwise in writing at any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those provided in Sections 16.1, 16.2, 16.3, and 16.4. This Article 16 shall not limit the Committee’s ability to provide for alternative treatment of Awards outstanding under the Plan in the event of a change in control event involving the Company that is not a Change in Control.

 

  16.6

No Limitations on Company.

The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets (including all or any part of the business or assets of any Subsidiary or other Affiliate) or to engage in any other transaction or activity.

 

17.

PARACHUTE LIMITATIONS

If any Grantee is a Disqualified Individual, then, notwithstanding any other provision of the Plan or of any Other Agreement to the contrary and notwithstanding any Benefit Arrangement, any right of the Grantee to any exercise, vesting, payment, or benefit under the Plan shall be reduced or eliminated:

(a)     to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Grantee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment, or benefit to the Grantee under the Plan to be considered a Parachute Payment; and

(b)     if, as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Grantee without causing any such payment or benefit to be considered a Parachute Payment.

Except as required by Code Section 409A or to the extent that Code Section 409A permits discretion, the Committee shall have the right, in the Committee’s sole discretion, to designate those rights, payments, or benefits under the Plan, all Other Agreements, and all Benefit Arrangements that should be reduced or eliminated so as to avoid having such rights, payments, or benefits be considered a Parachute Payment; provided, however, to the extent any payment or benefit constitutes deferred compensation under Code Section 409A, in order to comply with Code Section 409A, the Company shall instead accomplish such reduction by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of Performance-Based Awards, then by reducing or eliminating any accelerated vesting of Options or SARs, then by reducing or eliminating any accelerated vesting of Restricted Stock, Restricted Stock Units, or Deferred Stock Units, then by reducing or eliminating any other remaining Parachute Payments.

 

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18.

GENERAL PROVISIONS

 

  18.1

Disclaimer of Rights.

No provision in the Plan, any Award, or any Award Agreement shall be construed (a) to confer upon any individual the right to remain in the Service of the Company or an Affiliate, (b) to interfere in any way with any contractual or other right or authority of the Company or an Affiliate either to increase or decrease the compensation or other payments to any Person at any time, or (c) to terminate any Service or other relationship between any Person and the Company or an Affiliate. In addition, notwithstanding any provision of the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, in another agreement with the Grantee, or otherwise in writing, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee thereof, so long as such Grantee continues to provide Service. The obligation of the Company to pay any benefits pursuant to the Plan shall be interpreted as a contractual obligation to pay only those amounts provided herein, in the manner and under the conditions prescribed herein. The Plan and Awards shall in no way be interpreted to require the Company to transfer any amounts to a third-party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.

 

  18.2

Nonexclusivity of the Plan.

Neither the adoption of the Plan nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations upon the right and authority of the Board or the Committee to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board or the Committee in their discretion determine desirable.

 

  18.3

Withholding Taxes.

No shares of Stock shall be delivered under the Plan to any Grantee until such Grantee has made arrangements acceptable to the Company or an Affiliate, as the case may be, for the satisfaction of any income and employment tax withholding obligations under Applicable Laws. The Company or such Affiliate shall have the authority and the right to deduct or withhold, or require a Grantee to remit to the Company or such Affiliate, an amount sufficient to satisfy all applicable taxes (including the Grantee’s payroll tax obligations) required or permitted by Applicable Laws to be withheld with respect to any taxable event concerning a Grantee arising as a result of this Plan. The Company or such Affiliate may in its discretion and in satisfaction of the foregoing requirement allow a Grantee to elect to have the Company or such Affiliate withhold shares of Stock otherwise issuable under an Award (or allow the return of shares of Stock) having a Fair Market Value equal to the sums required to be withheld. A Grantee who has made an election pursuant to this Section 18.3 may satisfy such Grantee’s withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

 

  18.4

Captions.

The use of captions in the Plan or any Award Agreement is for convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.

 

  18.5

Construction.

Unless the context otherwise requires, all references in the Plan to “including” shall mean “including without limitation.”

 

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  18.6

Other Provisions.

Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.

 

  18.7

Number and Gender.

With respect to words used in the Plan, the singular form shall include the plural form, and the masculine gender shall include the feminine gender, as the context requires.

 

  18.8

Severability.

If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

 

  18.9

Governing Law.

The validity and construction of the Plan and the instruments evidencing the Awards hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.

 

  18.10

Foreign Jurisdictions.

To the extent the Committee determines that the material terms set by the Committee imposed by the Plan preclude the achievement of the material purposes of the Plan in jurisdictions outside the United States, the Committee will have the authority and discretion to modify those terms and provide for such additional terms and conditions as the Committee determines to be necessary, appropriate, or desirable to accommodate differences in local law, policy, or custom or to facilitate administration of the Plan. The Committee may adopt or approve sub-plans, appendices, or supplements to, or amendments, restatements, or alternative versions of the Plan as in effect for any other purposes. The special terms and any appendices, supplements, amendments, restatements, or alternative versions, however, shall not include any provisions that are inconsistent with the terms of the Plan as in effect, unless the Plan could have been amended to eliminate such inconsistency without further approval by the Company’s stockholders.

 

  18.11

Section 409A of the Code.

The Plan is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan will be interpreted and administered to be in compliance with Code Section 409A. Any payments described in the Plan that are due within the Short-Term Deferral Period will not be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding any provision of the Plan to the contrary, to the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6)-month period immediately following the Grantee’s Separation from Service will instead be paid on the first payroll date after the six (6)-month anniversary of the Grantee’s Separation from Service (or the Grantee’s death, if earlier).

 

29


Furthermore, notwithstanding anything in the Plan to the contrary, in the case of an Award that is characterized as deferred compensation under Code Section 409A, and pursuant to which settlement and delivery of the cash or shares of Stock subject to the Award is triggered based on a Change in Control, in no event will a Change in Control be deemed to have occurred for purposes of such settlement and delivery of cash or shares of Stock if the transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder). If an Award characterized as deferred compensation under Code Section 409A is not settled and delivered on account of the provision of the preceding sentence, the settlement and delivery shall occur on the next succeeding settlement and delivery triggering event that is a permissible triggering event under Code Section 409A. No provision of this paragraph shall in any way affect the determination of a Change in Control for purposes of vesting in an Award that is characterized as deferred compensation under Code Section 409A.

Notwithstanding the foregoing, neither the Company nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Grantee under Code Section 409A, and neither the Company or an Affiliate nor the Board or the Committee will have any liability to any Grantee for such tax or penalty.

 

  18.12

Limitation on Liability.

No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan, any Award, or any Award Agreement. Notwithstanding any provision of the Plan to the contrary, neither the Company, an Affiliate, the Board, the Committee, nor any person acting on behalf of the Company, an Affiliate, the Board, or the Committee will be liable to any Grantee or to the estate or beneficiary of any Grantee or to any other holder of an Award under the Plan by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Code Section 422 or Code Section 409A or by reason of Code Section 4999, or otherwise asserted with respect to the Award; provided, that this Section 18.12 shall not affect any of the rights or obligations set forth in an applicable agreement between the Grantee and the Company or an Affiliate.

 

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To record adoption of the Plan by the Board as of             , 2020 and approval of the Plan by the Company’s stockholders as of             , 2020, the Company has caused its authorized officer to execute the Plan.

 

LAIRD SUPERFOOD, INC.

By:                                         

Name:
Title:

 

Signature Page to the Laird Superfood, Inc. 2020 Omnibus Incentive Plan

EX-10.6 7 d934473dex106.htm EX-10.6 EX-10.6

Exhibit 10.6

LAIRD SUPERFOOD, INC.

2018 EQUITY INCENTIVE PLAN

 

1.

Purpose

The purpose of this 2018 Equity Incentive Plan (the “Plan”) of Laird Superfood, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”), and any other business venture (including, without limitation, any limited liability company or joint venture) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”).

 

2.

Eligibility

All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company (as such terms consultants and advisors are defined and interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), or any successor form) are eligible to be granted Awards under the Plan. Each person who is granted an Award under the Plan is deemed a “Participant.” “Award” means Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Stock (as defined in Section 7), Restricted Stock Units (as defined in Section 7) and Other Stock-Based Awards (as defined in Section 8).

 

3.

Administration and Delegation

(a)    Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.

(b)    Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee or officers. The Committee may, but is not required to, consist solely of two or more Non-Employee Directors in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


(c)    Delegation to Officers. Subject to any requirements of applicable law (including as applicable Sections 152 and 157(c) of the General Corporation Law of the State of Delaware), the Board may delegate to one or more officers of the Company the power to grant Awards (subject to any limitations under the Plan) to employees or officers of the Company and to exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the terms of Awards to be granted by such officers, the maximum number of shares subject to Awards that the officers may grant, and the time period in which such Awards may be granted; and provided further, that no officer shall be authorized to (i) grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Exchange Act) or to any “officer” of the Company (as defined by Rule 16a-1(f) under the Exchange Act) or (ii) to determine the Grant Date Fair Market Value.

 

4.

Stock Available for Awards

(a)    Number of Shares; Share Counting.

(1)    Authorized Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan (any or all of which Awards may be in the form of Incentive Stock Options, as defined in Section 5(b)) for 346,148 shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”). Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

(2)    Share Counting. For purposes of counting the number of shares of Common Stock available for the grant of Awards under the Plan:

(A)    if any Award (i) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or (ii) results in any Common Stock not being issued (including as a result of an SAR that was settleable either in cash or in stock actually being settled in cash), the unused shares of Common Stock covered by such Award shall again be available for the grant of Awards; provided, however, that (1) in the case of Incentive Stock Options, the foregoing shall be subject to any limitations under the Code, and (2) in the case of the exercise of an SAR, the number of shares counted against the shares of Common Stock covered by such SAR that are available under the Plan shall be the full number of shares of Common Stock subject to the SAR multiplied by the percentage of the SAR actually exercised, regardless of the number of shares actually used to settle such SAR upon exercise; and

(B)    shares of Common Stock delivered (by actual delivery, attestation, or net exercise) to the Company by a Participant to (i) purchase shares of Common Stock upon the exercise of an Award or (ii) satisfy tax withholding obligations with respect to Awards (including shares retained from the Award creating the tax obligation) shall be added back to the number of shares of Common Stock subject to such Award that are available for the future grant of Awards.

 

2


(b)    Substitute Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards with respect to Common Stock in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4(a)(1), except as may be required by reason of Section 422 and related provisions of the Code.

 

5.

Stock Options

(a)    General. The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable.

(b)    Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of Laird Superfood, Inc., any of Laird Superfood, Inc.’s present or future parent or subsidiary corporations (if any) as defined in Sections 424(e) or (f) of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. An Option that is not intended to be an Incentive Stock Option shall be designated a “Nonstatutory Stock Option.” The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or if the Company converts an Incentive Stock Option to a Nonstatutory Stock Option.

(c)    Exercise Price. The Board shall establish the exercise price of each Option or the formula by which such exercise price will be determined. The exercise price shall be specified in the applicable Option agreement. The exercise price shall be not less than 100% of the Grant Date Fair Market Value (as defined below) of a share of Common Stock on the date the Option is granted; provided that if the Board approves the grant of an Option to a person who owns capital stock (including stock treated as owned under Section 424(d) of the Code) possessing more than 10% of the total combined voting power of all classes of capital stock of the Company or any subsidiary Company, the exercise price shall not be less than 110% of the Grant Date Fair Market Value of a share of Common Stock on the date the Option is granted; provided further that if the Board approves the grant of an Option with an exercise price to be determined on a future date, the exercise price shall be not less than 100% of the Grant Date Fair Market Value on such future date. “Grant Date Fair Market Value” of a share of Common Stock for purposes of the Plan will be determined as follows:

(1)    if the Common Stock trades on a national securities exchange, the closing sale price (for the primary trading session) for a share of Common Stock on the date of grant; or

 

3


(2)    if the Common Stock does not trade on any such exchange, the average of the closing bid and asked prices for a share of Common Stock on the date of grant as reported by an over-the-counter marketplace designated by the Board; or

(3)    if the Common Stock is not publicly traded, the Board will determine the Grant Date Fair Market Value of a share of Common Stock for purposes of the Plan using any measure of value it determines to be appropriate (including, as it considers appropriate, relying on appraisals) in a manner consistent with the valuation principles under Code Section 409A, except as the Board may expressly determine otherwise.

For any date that is not a trading day, the Grant Date Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price or average of the bid and asked prices, as applicable, for the immediately preceding trading day and with the timing formulas specified in clauses (1) and (2) above adjusted accordingly. The Board can substitute a particular time of day or other measure of “closing sale price” or “bid and asked prices” if appropriate because of exchange or market procedures or can use weighted averages either on a daily basis or such longer period as complies with Code Section 409A. The Board has sole discretion to determine the Grant Date Fair Market Value of a share of Common Stock for purposes of the Plan, and all Awards are conditioned on the Participants’ agreement that the Board’s determination is conclusive and binding even though others might make a different determination.

(d)    Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement; provided, however, that no Option will be granted with a term in excess of 10 years.

(e)    Exercise of Options. Options may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with payment in full (in the manner specified in Section 5(f)) of the exercise price for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company as soon as practicable following exercise.

(f)    Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

(1)    in cash or by check, payable to the order of the Company;

(2)    delivery of shares of Common Stock owned by the Participant, valued at the Grant Date Fair Market Value;

(3)    if an Option is a Nonstatutory Stock Option, to the extent provided for in the applicable Option agreement or approved by the Board, by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Grant Date Fair Market Value equal to the aggregate exercise price at the time of exercise;

(4)    to the extent permitted by applicable law and provided for in the applicable Option agreement or approved by the Board, through the sale of the shares of Common Stock acquired on exercise of the Option through a broker-dealer to whom the

 

4


Participant has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such shares of Common Stock, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Participant by reason of such exercise; or

(5)    by any combination of the above permitted forms of payment.

(g)    Limitation on Repricing. Unless such action is approved by the Company’s stockholders, the Company may not (except as provided for under Section 9): (1) amend any outstanding Option granted under the Plan to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding Option, (2) cancel any outstanding option (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(b)) covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled option, (3) cancel in exchange for a cash payment any outstanding Option with an exercise price per share above the then-current fair market value of the applicable Common Stock (valued in the manner determined by (or in the manner approved by) the Board) or (4) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of any exchange or marketplace on which the Common Stock is listed or traded (“Exchange”).

 

6.

Stock Appreciation Rights

(a)    General. The Board may grant Awards consisting of stock appreciation rights (“SARs”) entitling the holder, upon exercise, to receive a number of shares of Common Stock or an amount of cash or a combination thereof (such form to be determined by the Board) determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of Common Stock (valued in the manner determined by (or in the manner approved by) the Board) over the measurement price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date.

(b)    Measurement Price. The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement price shall not be less than 100% of the Grant Date Fair Market Value of a share of Common Stock covered by the SAR on the date the SAR is granted; provided that if the Board approves the grant of an SAR effective as of a future date, the measurement price shall be not less than 100% of the Grant Date Fair Market Value on such future date.

(c)    Duration of SARs. Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable SAR agreement; provided, however, that no SAR will be granted with a term in excess of 10 years.

(d)    Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with any other documents required by the Board.

(e)    Limitation on Repricing. Unless such action is approved by the Company’s stockholders, the Company may not (except as provided for under Section 9): (1) amend any

 

5


outstanding SAR granted under the Plan to provide a measurement price per share that is lower than the then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(b)) covering the same or a different number of shares of Common Stock and having an exercise or measurement price per share lower than the then-current measurement price per share of the cancelled SAR, (3) cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current fair market value of the applicable Common Stock (valued in the manner determined by (or in a manner approved by) the Board) or (4) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of the Exchange.

 

7.

Restricted Stock; Restricted Stock Units

(a)    General. The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. The Board may also grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests or is settled (“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units are each referred to herein as a “Restricted Stock Award”).

(b)    Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.

(c)    Additional Provisions Relating to Restricted Stock.

(1)    Dividends. Unless otherwise provided in the applicable Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares of Common Stock (“Accrued Dividends”) shall be paid to the Participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to holders of Common Stock or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares of Restricted Stock.

(2)    Stock Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated Beneficiary. “Designated Beneficiary” means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death or (ii) in the absence of an effective designation by a Participant, the Participant’s estate.

 

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(d)    Additional Provisions Relating to Restricted Stock Units.

(1)    Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the Company such number of shares of Common Stock covered by such Award or (if so provided in the applicable Award agreement) an amount of cash equal to the fair market value (valued in the manner determined by (or in a manner approved by) the Board) of such number of shares of Common Stock covered by the Award as are set forth in the applicable Restricted Stock Unit agreement. The Board may provide that settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant in a manner that complies with Section 409A of the Code.

(2)    Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units.

(3)    Dividend Equivalents. The Award agreement for Restricted Stock Units may provide Participants with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock covered by such Award (“Dividend Equivalents”). Dividend Equivalents may be settled in cash and/or shares of Common Stock and shall be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, in each case to the extent provided in the Award agreement.

 

8.

Other Stock-Based Awards

(a)    General. The Board may grant other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property (“Other Stock-Based Awards”). Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine.

(b)    Terms and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award, including any purchase price applicable thereto.

 

9.

Adjustments for Changes in Common Stock and Certain Other Events

(a)    Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event with respect to Common Stock, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, (ii) the share counting rules set forth in Section 4(a), (iii) the number and class of securities and exercise price per share of each outstanding

 

7


Option with respect to such Common Stock, (iv) the share and per-share provisions and the measurement price of each outstanding SAR with respect to such Common Stock, (v) the number of shares subject to and the repurchase price per share subject to each outstanding Restricted Stock Award with respect to such Common Stock and (vi) the share and per-share-related provisions and the purchase price, if any, of each outstanding Other Stock-Based Award with respect to such Common Stock, shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board. Without limiting the generality of the foregoing, in the event the Company effects a split of its Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

(b)    Reorganization Events.

(1)    Definition. A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with or into another entity as a result of which all shares of Common Stock are converted into or exchanged for the right to receive cash, securities or other property or are cancelled, (b) any transfer or disposition of all shares of Common Stock for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.

(2)    Consequences of a Reorganization Event on Awards Other than Restricted Stock.

(A)    In connection with a Reorganization Event, the Board, in its sole discretion, may take any one or more of the following actions as to all or any (or any portion of) outstanding Awards, other than Restricted Stock, on such terms as the Board determines (except to the extent specifically provided otherwise in an applicable Award agreement or another agreement between the Company and the Participant): (i) provide that such Awards shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a Participant, provide that all of the Participant’s unvested Awards will be forfeited immediately prior to the consummation of such Reorganization Event and/or unexercised Awards will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding Awards shall become exercisable, realizable or deliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to Participants with respect to each Award held by a Participant equal to (A) the number of shares of Common Stock subject to the vested portion of the Award (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event)

 

8


multiplied by (B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase price of such Award and any applicable tax withholdings, in exchange for the termination of such Award, (v) provide that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. In taking any of the actions permitted under this Section 9(b)(2), the Board shall not be obligated by the Plan to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically.

(B)    Notwithstanding the terms of Section 9(b)(2)(A), in the case of outstanding Restricted Stock Units that are subject to Section 409A of the Code: (i) if the applicable Restricted Stock Unit agreement provides that the Restricted Stock Units shall be settled upon a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i), and the Reorganization Event constitutes such a “change in control event”, then no assumption or substitution shall be permitted pursuant to Section 9(b)(2)(A)(i) and the Restricted Stock Units shall instead be settled in accordance with the terms of the applicable Restricted Stock Unit agreement; and (ii) the Board may only undertake the actions set forth in clauses (iii), (iv) or (v) of Section 9(b)(2)(A) if the Reorganization Event constitutes a “change in control event” as defined under Treasury Regulation Section 1.409A -3(i)(5)(i) and such action is permitted or required by Section 409A of the Code; if the Reorganization Event is not a “change in control event” as so defined or such action is not permitted or required by Section 409A of the Code, and the acquiring or succeeding corporation does not assume or substitute the Restricted Stock Units pursuant to clause (i) of Section 9(b)(2)(A), then the unvested Restricted Stock Units shall terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange therefor.

(C)    For purposes of Section 9(b)(2)(A)(i), an Award (other than Restricted Stock) shall be considered assumed if, following consummation of the Reorganization Event, such Award confers the right to purchase or receive pursuant to the terms of such Award, for each share of Common Stock subject to the Award immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of shares of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders of shares of Common Stock were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise or settlement of the Award to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determines to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

(3)    Consequences of a Reorganization Event on Restricted Stock. Upon the occurrence of a Reorganization Event other than a liquidation or dissolution of the Company, the repurchase and other rights of the Company with respect to outstanding Restricted Stock shall

 

9


inure to the benefit of the Company’s successor and shall, unless the Board determines otherwise, apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to such Restricted Stock; provided, however, that the Board may provide for termination or deemed satisfaction of such repurchase or other rights under the instrument evidencing any Restricted Stock or any other agreement between a Participant and the Company, either initially or by amendment. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock then outstanding shall automatically be deemed terminated or satisfied.

 

10.

General Provisions Applicable to Awards

(a)    Transferability of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant; provided, however, that, except with respect to Awards subject to Section 409A of the Code, the Board may permit or provide in an Award for the gratuitous transfer of the Award by the Participant to or for the benefit of any immediate family member, family trust or other entity established for the benefit of the Participant and/or an immediate family member thereof if the Company would be eligible to use a Form S-8 under the Securities Act for the registration of the sale of the Common Stock subject to such Award to such proposed transferee; provided further, that the Company shall not be required to recognize any such permitted transfer until such time as such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of the Award. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. For the avoidance of doubt, nothing contained in this Section 10(a) shall be deemed to restrict a transfer to the Company.

(b)    Documentation. Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.

(c)    Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

(d)    Termination of Status. The Board shall determine the effect on an Award of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award.

 

10


(e)    Withholding. The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of shares of Common Stock covered by an Award. The Company may elect to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price, unless the Company determines otherwise. If provided for in an Award or approved by the Board, a Participant may satisfy the tax obligations in whole or in part (i) by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, or (ii) by reduction in the number of shares of Common Stock otherwise deliverable upon exercise or vesting of an Award, in either case valued at their fair market value (valued in the manner determined by (or in a manner approved by) the Company); provided, however, except as otherwise provided by the Committee, that the total tax withholding where stock or a reduction in stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income), except that, to the extent that the Company is able to retain shares of Common Stock having a fair market value (determined by, or in a manner approved by, the Company) that exceeds the statutory minimum applicable withholding tax without financial accounting implications or the Company is withholding in a jurisdiction that does not have a statutory minimum withholding tax, the Company may retain such number of shares of Common Stock (up to the number of shares having a fair market value equal to the maximum individual statutory rate of tax (determined by, or in a manner approved by, the Company)) as the Company shall determine in its sole discretion to satisfy the tax liability associated with any Award. Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

(f)    Amendment of Award. Except as otherwise provided in Sections 5(g) and 6(e) with respect to repricings and Section 11(d) with respect to actions requiring stockholder approval, the Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option. The Participant’s consent to such action shall be required unless (i) the Board determines that the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Plan or (ii) the change is permitted under Section 9.

(g)     Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock covered by an Award pursuant to the Plan or to remove restrictions from shares previously issued or delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and regulations and any applicable stock exchange or stock market rules and regulations and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

 

11


(h)    Acceleration. The Board shall have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.

(i)    No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to the tax treatment of an Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.

(j)    Securities Registration. No Awards shall be granted under the Plan and no shares of Common Stock shall be issued and delivered upon the exercise of Options or SARs granted under the Plan unless and until the Company and/or the Participant have complied with all applicable federal and state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction.

(k)    Representations; Legends. The Board may, as a condition to the grant of any Award or the exercise of any Option or SARs under the Plan, require a Participant to (i) represent in writing that the shares of Common Stock received in connection with such Award are being acquired for investment and not with a view to distribution and (ii) make such other representations and warranties as are deemed appropriate by counsel to the Company. Each certificate representing shares of Common Stock acquired under the Plan shall bear a legend in such form as the Company deems appropriate.

(l)    Entry into Agreements. In connection with the grant, vesting and/or exercise of any Award under the Plan, the Board may require a Participant to execute and become a party to a voting agreement or right of first refusal and co-sale agreement or similar agreements as a condition of such grant, vesting and/or exercise. Such agreements may contain restrictions on the transferability of shares of Common Stock acquired under the Plan (such as a right of first refusal or a prohibition on transfer) and such shares may be subject to call rights and drag-along rights of the Company and certain of its investors. The Company shall also have any repurchase rights set forth in such agreements or any Award agreement.

 

11.

Miscellaneous

(a)    No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award by virtue of the adoption of the Plan, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

 

12


(b)    No Rights As Stockholder; Clawback Policy. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be issued with respect to an Award until becoming the record holder of such shares. In accepting an Award under the Plan, a Participant agrees to be bound by any clawback policy the Company has in effect or may adopt in the future.

(c)    Effective Date and Term of Plan. The Plan shall become effective immediately following stockholder approval of the Plan (the “Effective Date”). No Awards shall be granted under the Plan after the expiration of 10 years from the Effective Date, but Awards previously granted may extend beyond that date.

(d)    Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time provided that no amendment that would require stockholder approval under the rules of the Exchange may be made effective unless and until the Company’s stockholders approve such amendment. In addition, if at any time the approval of the Company’s stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this Section 11(d) shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment, taking into account any related action, does not materially and adversely affect the rights of Participants under the Plan. No Award shall be made that is conditioned upon stockholder approval of any amendment to the Plan unless the Award provides that (i) it will terminate or be forfeited if stockholder approval of such amendment is not obtained within no more than 12 months from the date of grant and (ii) it may not be exercised or settled (or otherwise result in the issuance of Common Stock) prior to such stockholder approval.

(e)    Authorization of Sub-Plans (including for Grants to non-U.S. Employees). The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable securities, tax or other laws of various jurisdictions or for any other reason determined by the Board. The Board shall establish such sub-plans by adopting supplements to the Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable or (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction which is not the subject of such supplement.

(f)    Compliance with Section 409A of the Code. If and to the extent (i) any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with his or her employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code and (ii) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the

 

13


Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.

The Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not to satisfy the conditions of that section.

(g)    Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, employee or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as a director, officer, employee or agent of the Company. The Company will indemnify and hold harmless each director, officer, employee or agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act concerning the Plan unless arising out of such person’s own fraud or bad faith.

(h)    Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than the State of Delaware.

 

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THE SECURITIES OFFERED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND ANY SALE OF SUCH SECURITIES IS SUBJECT TO COMPLIANCE, OR THE AVAILABILITY OF EXEMPTIONS FROM COMPLIANCE, THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS INSTRUMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY BE MADE. TRANSFER OF THIS INSTRUMENT AND THE SECURITIES OFFERED HEREBY IS RESTRICTED AS PROVIDED IN SECTIONS 6 AND 7 BELOW.

FORM OF STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into, effective as of __________________ by and between Laird Superfood, Inc., (the “Company”), and __________ (the “Holder”).

R E C I T A L S

A. The Company has adopted the Laird Superfood, Inc. 2018 Equity Incentive Plan (the “Plan”), a copy of which is attached as Exhibit A. Capitalized terms that are used but not defined in this Agreement will have the meanings given those terms in the Plan.

B. The Holder has been designated to receive an option under the Plan.

NOW, THEREFORE, the Company and the Holder agree as follows:

1. Grant of the Option. The Company grants to the Holder an option (the “Option”) to acquire from the Company ___________ shares of Common Stock at the price of _________ ($_____) per share (the “Purchase Price”). The Option is [designated as a Nonstatutory Stock Option][intended to qualify as an Incentive Stock Option; provided, however, that to the extent the aggregate Grant Date Fair Market Value of the shares of Common Stock covered by the Option, plus all other Incentive Stock Options held by the Holder, that are exercisable for the first time by the Holder during any calendar year (under all plans of the Company and its affiliates) exceeds one hundred thousand dollars ($100,000), the option(s) or portion of the option(s) that exceed such limit (according to the order in which the options were granted) will be treated as Nonstatutory Stock Options].

2. Term of the Option. The Holder may not exercise the Option before the date of grant or after its term expires. Unless earlier terminated pursuant to the Plan, the Option will terminate on the earliest to occur of the following: (a) the ________ (____) anniversary of the Date of Grant of the Option; (b) the expiration of three (3) months following the date of termination of the Holder’s Service for any reason other than death, Disability or Cause; (c) the expiration of one ( 1) year following the date of termination of the Holder’s Service by reason of death or Disability; and (d) the date of termination of the Holder’s Service for Cause.

3. Vesting. The Options will vest in accordance with the following schedule, subject to the Holder’s continued Service through the applicable vesting date:

 

     
     

After the Holder’s Service terminates for any reason, the Option will thereafter be exercisable only for the shares for which it was vested and exercisable on the date of termination. Vesting of the Option will cease upon the termination of the Holder’s Service for any reason. For purposes of this Agreement, “Service” means the Holder’s service with the Company, whether as an employee, director, consultant or advisor.

4. Provisions of Plan. The Option is subject to all of the provisions of the Plan.

5. Method of Exercise. In order to exercise the Option, the Holder must do the following:

 

  (a)

deliver to the Company a written notice, substantially in the form of the attached Exhibit B, specifying the number of shares of Common Stock for which the Option is being exercised;

 

  (b)

surrender this Agreement to the Company;


  (c)

tender payment to the Company of the aggregate Purchase Price for the shares for which the Option is being exercised, which amount may be paid (i) in cash or by cashier’s check; or, (ii) if authorized in the discretion of the Administrator, by delivery to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the exercise price due for the number of shares being acquired, or by means of attestation whereby the Holder (A) identifies for delivery specific shares of Common Stock that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) and that have a Fair Market Value on the date of attestation equal to the exercise price and (B) receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (iii) [to the extent authorized by the Administrator in its sole discretion, by reduction in the whole number of shares of Common Stock otherwise deliverable upon exercise of the Option with a Fair Market Value less than or equal to the aggregate exercise price at the time of exercise,] or (iv) such other method as the Administrator shall permit at the time of exercise of the Option;

 

  (d)

pay, or make arrangements satisfactory to the Administrator for payment to the Company of, all taxes required to be withheld by the Company in connection with the exercise of the Option;

 

  (e)

if requested by the Administrator, deliver to the Company, at the Holder’s expense, a legal opinion, satisfactory in form and substance to the Company, of legal counsel designated by the Holder and satisfactory to the Company, to the effect that exercise of the Option by the Holder, and the acquisition of shares of Common Stock pursuant thereto, may be effected without registration or qualification of such shares under the Securities Act, or any applicable state securities laws; and

 

  (f)

execute and deliver to the Company an agreement to be bound by the Company’s contractual commitments applicable to Holder (e.g., the Company’s voting rights agreement), and any other documents required from time to time by the Administrator, including in order to promote compliance the Company’s contracted obligations with the Securities Act, applicable state securities laws, or any other applicable law, rule or regulation.

Unless the Option has terminated or been exercised in full, the Company shall affix to this Agreement an appropriate notation indicating the number of shares for which the Option was exercised and return this Agreement to the Holder.

For purposes of this Agreement, “Administrator” means the Board or the Committee, to the extent the Board has delegated its administrative powers under the Plan to a Committee.

6. Representations and Warranties. By executing this Agreement:

 

  (a)

The Holder accepts the Option and agrees to comply with and be bound by all of the provisions of this Agreement and the Plan.

 

  (b)

The Holder acknowledges that no registration statement under the Securities Act, or under any state securities laws, has been filed with respect to the Option or any shares of Common Stock that may be acquired upon exercise of the Option, and the Company is under no obligation to do so.

 

  (c)

The Holder represents and warrants that the Option, and any shares of Common Stock acquired upon exercise of the Option, will be acquired and held by the Holder for the Holder’s own account, for investment purposes only, and not with a view towards the Distribution or public offering thereof nor with any present intention of reselling or distributing the same at any particular future time.

 

  (d)

The Holder agrees not to sell, transfer or otherwise dispose of the Option except as specifically permitted by this Agreement, the Plan and any applicable securities laws.

 

  (e)

The Holder agrees not to sell, transfer or otherwise dispose of any shares of Common Stock acquired upon exercise of the Option unless (i) there is an effective registration statement under the Securities Act covering the proposed disposition and compliance with governing state securities laws, (ii) the Holder delivers to the Company, at the Holder’s expense, a “no-action” letter or similar interpretative opinion, satisfactory in form and substance to the Company, from the staff of each appropriate securities agency, to the effect that such shares may be disposed of by the Holder in the manner


  proposed, or (iii) the Holder delivers to the Company, at the Holder’s expense, a legal opinion, satisfactory in form and substance to the Company, of legal counsel designated by the Holder and satisfactory to the Company, to the effect that the proposed disposition may be effected without registration or qualification of such shares under the Securities Act or any applicable state securities laws.

 

  (f)

The Holder agrees that, in the event of an initial public offering (the “Offering”) by the Company of its Common Stock, that, for a period of 180 days after the effective date of the Registration Statement filed with the Securities and Exchange Commission relating to the Offering, the Holder will not directly or indirectly sell or offer to sell or otherwise dispose of any shares of Common Stock, or any securities convertible into or exchangeable for, or any rights to purchase or acquire Common Stock owned by the Holder, whether owned on such effective date or thereafter acquired, without the prior written consent of each managing underwriter in the Offering, which consent may be withheld at the sole discretion of any managing underwriter.

7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Holder only by Holder. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Holder.

8. Procedures Upon Permitted Transfer. Prior to any authorized sale, transfer or other disposition of any shares of Common Stock acquired upon exercise of the Option, the Holder agrees to give written notice to the Company of the Holder’s intention to effect such disposition. The notice must describe the circumstances of the proposed transfer in reasonable detail and must specify the manner in which the requirements of Section 6(e) above will be satisfied in connection with the proposed disposition. Subject to the Plan, after (a) legal counsel to the Company has determined that the requirements of Section 6(e) above will be satisfied, (b) the Holder has executed such documentation as may be necessary to effect the proposed disposition, and (c) the Holder has paid, or made arrangements satisfactory to the Administrator for the payment of any taxes, if any, required to be withheld by the Company in connection with the proposed disposition, and provided that all requirements for transfer under any contractual commitments of the Company applicable to the Holder have been met, the Company will, as soon as practicable, transfer such shares in accordance with the terms of the notice. Any stock certificate issued upon such transfer will bear a restrictive legend, in the form approved by the Administrator, unless in the opinion of legal counsel to the Company such legend is not required.

9. Rights as Stockholder. Until the issuance of the shares of Common Stock acquired upon exercise of the Option (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the shares underlying the Option, notwithstanding the exercise of the Option. The shares acquired upon exercise of the Option shall be issued to the Holder as soon as practicable after the Option is exercised.

10. Independent Tax Advice. Holder understands that Holder may suffer adverse tax consequences as a result of Holder’s purchase or disposition any shares of Common Stock acquired upon exercise of the Option. Holder represents that Holder has consulted with any tax consultants Holder deems advisable in connection with the purchase or disposition of such shares and that Holder is not relying on the Company for any tax advice.

11. Entire Agreement; Amendments; Binding Effect. This Agreement, together with the Plan, constitutes the entire agreement and understanding between the Company and the Holder regarding the subject matter hereof. Except as permitted by the Plan, no amendment of the Option or this Agreement, or waiver of any provision of this Agreement or the Plan, shall be valid unless in writing and duly executed by the Company and the Holder. The failure of any party to enforce any of that party’s rights against the other party for breach of any of the terms of this Agreement or the Plan shall not be construed as a waiver of such rights as to any continued or subsequent breach. This Agreement shall be binding upon the Holder and his or her heirs, successors and assigns.

12. Section 409A Compliance. Notwithstanding any provisions in the Plan or this Agreement to the contrary, the Administrator may, at any time and without the consent of the Holder, modify the terms of the Option as it determines appropriate to avoid the imposition of interest or penalties under Section 409A of the Code.

(Signature Page Follows)


IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

 

“Company”

LAIRD SUPERFOOD, INC.

________________________________

[NAME]

DATE: ________________________________

________________________________

[HOLDER]

DATE: ________________________________________


EXHIBIT B

FORM OF EXERCISE OF OPTION

To: Laird Superfood, Inc.

The undersigned holds an Option (the “Option”), represented by a Stock Option Agreement dated effective as of __________ (the “Agreement’’), granted to the undersigned pursuant to the Laird Superfood, Inc. 2018 Equity Incentive Plan (the “Plan”). The undersigned hereby exercises the Option and elects to purchase ___________ shares (the “Shares”) of Common Stock of Laird Superfood, Inc. (the “Company”) pursuant to the Option. This notice is accompanied by full payment of the Purchase Price for the Shares in cash or by check or in another manner permitted by Section 5 of the Agreement. The undersigned has also paid, or made arrangements satisfactory to the Administrator for payment of, all taxes, if any, required to be withheld by the Company in connection with the exercise of the Option.

The undersigned acknowledges that no registration statement under the Securities Act, or under any state securities laws, has been filed with respect to the Shares, and the Company is under no obligation to do so. The undersigned represents and warrants that the undersigned is acquiring and will hold the Shares for the undersigned’s own account, for investment purposes only, and not with a view towards the distribution or public offering of the Shares nor with any present intention of reselling or distributing the Shares at any particular future time. The undersigned consents to the appearance of a restrictive legend, in substantially the form set forth below, or in any form approved by the Administrator, on the certificate for the Shares:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

(THE “ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND ANY STATE SECURITIES LAWS.

The undersigned further agrees that upon exercise of the Option the undersigned and the Shares will be subject to and bound by the Company’s Stockholders’ Agreement, and the undersigned agrees to take such further steps and execute such further instruments, including but not limited to the Consent to be Bound attached hereto, as the Company may reasonably request to evidence the fact that the undersigned is a party to and is bound by the Stockholders’ Agreement, receipt of a copy of which is hereby acknowledged.

Date:______________________

__________________________________

[Holder]

EX-10.7 8 d934473dex107.htm EX-10.7 EX-10.7

Exhibit 10.7

LAIRD SUPERFOOD, INC

2016 STOCK INCENTIVE PLAN

1. PURPOSE; ELIGIBILITY.

1.1 Name of Plan; General Purposes. The name of this plan is the Laird Superfood, INC 2016 Stock Incentive Plan (the “Plan”). The purposes of the Plan are (a) to enable Laird Superfood, INC an Oregon corporation (the “Company”), and any Affiliate to obtain and retain the services of the types of Employees, Directors and Consultants who will contribute to the Company’s long-term success, and (b) to provide incentives that are linked directly to increases in share value, which will inure to the benefit of all shareholders of the Company.

1.2 Eligible Award Recipients. The persons eligible to receive Awards are Employees, Directors and Consultants.

1.3 Available Awards. The Plan will afford eligible recipients of Awards an opportunity to benefit from increases in value of the Common Stock through the granting of one or more of the following types of Awards: (a) Incentive Stock Options, (b) Nonstatutory Stock Options, (c) Restricted Awards, (d) Performance Awards and (e) Stock Appreciation Rights.

2. DEFINITIONS.

2.1 “409A Award” means an Award that is considered “nonqualified deferred compensation” within the meaning of Section 409A of the Code and Section 8 of this Plan.

2.2 “Administrator” means whichever of the Board or the Committee is from time to time authorized by Section 3.1 to administer the Plan.

2.3 “Affiliate” means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and 424(f), respectively, of the Code.

2.4 “Award” means any right granted under the Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Award, a Performance Award and a Stock Appreciation Right.

2.5 “Award Agreement” means a written agreement between the Company and a holder of an Award evidencing the terms and conditions of an individual Award grant. Each Award Agreement shall be subject to the terms and conditions of the Plan.

2.6 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

2.7 “Board” means the Board of Directors of the Company.


2.8 “Business Combination” has the meaning set forth in Section 2.11(e).

2.9 “Cashless Exercise” has the meaning set forth in Section 6.4.

2.10 “Cause” means (a) in the case of a Participant who is subject to an employment or service agreement or employment policy manual of the Company or one of its Affiliates that provides a definition of “Cause,” “Cause” as defined therein, and (b) in the case of all other Participants (i) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material breach of a fiduciary duty with respect to the Company or an Affiliate, (ii) conduct tending to bring the Company into substantial public disgrace, or disrepute, (iii) gross negligence or willful misconduct with respect to the Company or an Affiliate or (iv) material violation of state or federal securities laws. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

2.11 “Change in Control” means:

(a) The direct or indirect sale, transfer, conveyance or other disposition (other than by way of a Business Combination), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(b) The Incumbent Directors ceasing for any reason to constitute at least a majority of the Board;

(c) The adoption of a plan relating to the liquidation or dissolution of the Company;

(d) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becoming, without the approval, recommendation or authorization of the Board, the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); or

(e) The consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: 50% or more of the total voting power of (i) the entity that survives or results from the Business Combination (the “Surviving Entity”), or (ii) the ultimate parent entity (the “Parent Entity”) that directly or indirectly controls the Surviving Entity, is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares or other securities into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination.

The foregoing notwithstanding, a transaction shall not constitute a Change in Control if (A) its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be

 

2


owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction; or (B) it constitutes a secondary public offering that results in any security of the Company being listed (or approved for listing) on any securities exchange or designated (or approved for designation) as a national market security on an interdealer quotation system.

2.12 “Code” means the Internal Revenue Code of 1986, as amended. 2.13 “Committee” has the meaning set forth in Section 3.1.

2.14 “Common Stock” means the common stock, $0.01 par value per share of the Company.

2.15 “Company” means Laird Superfood, INC, an Oregon corporation.

2.16 “Consultant” means an independent consultant or advisor that is performing services on a periodic basis for the Company or any of its Affiliates.

2.16 “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee or Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service. For example, a change in status from an Employee of the Company to a Director or Consultant will not constitute an interruption of Continuous Service. The Administrator or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence.

2.17 “Covered Employee” means the chief executive officer and the four other highest compensated officers of the Company for whom total compensation is or would be required to be reported to shareholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code.

2.18 “Date of Grant” means the date on which the Administrator adopts a resolution, or takes other appropriate action, expressly granting an Award to a Participant that specifies the key terms and conditions of the Award and from which the Participant begins to benefit from or be adversely affected by subsequent changes in the Fair Market Value of the Common Stock or, if a different date is set forth in such resolution, or determined by the Administrator, as the Date of Grant, then such date as is set forth in such resolution.

2.19 “Director” means a member of the Board.

2.20 “Disability” means that the Optionholder is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant to Section 6.10 hereof, the term Disability shall have the meaning ascribed to it under Code Section 22(e)(3). The determination of whether an individual has a Disability shall be determined under procedures established by the Administrator. Except in situations where the Administrator is determining Disability for purposes of the term of an Incentive Stock Option pursuant to Section 6.10 hereof within the meaning of Code Section 22(e)(3), the Administrator may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate in which a Participant participates.

 

3


2.21 “Effective Date” means March 1st 2016, the date the Board adopted the Plan.

2.22 “Employee” means any person employed by the Company or an Affiliate.

2.23 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.24 “Fair Market Value” means, as of any date, the value of the Common Stock as determined in good faith by the Administrator; provided, however, that (a) if the Common Stock is admitted to trading on a national securities exchange, the Fair Market Value on any date shall be the closing selling price reported for the Common Stock on such exchange for such date or, if no sales were reported for such date, for the most recent date on which such a sale was reported, and (b) if the Common Stock is not admitted to trading on a national securities exchange, but is admitted to quotation on an over the counter market or any interdealer quotation system, the Fair Market Value on any given date shall be the average of the highest bid and lowest asked prices of the Common Stock reported for such date or, if no bid and asked prices were reported for such date, for the last day preceding date for which such prices were reported.

2.25 “Free Standing Rights” has the meaning set forth in Section 7.3(a).

2.26 “Good Reason” means, with respect to a Participant, the occurrence in connection with a Change in Control, without the Participant’s express written consent, of one of the following events or conditions:

(a) A material reduction in the level of the Participant’s responsibilities in comparison to the level thereof at the time of the Change in Control;

(b) The assignment to the Participant of a job title that is not of comparable prestige and status as the Participant’s job title at the time of the Change in Control;

(c) The assignment to the Participant of any duties inconsistent with the Participant’s position at the time of the Change in Control, other than pursuant to the Participant’s promotion;

(d) A material reduction in the Participant’s base salary level;

(e) Requiring the Participant to be based anywhere more than fifty (50) miles from the business location to which the Participant normally reported for work at the time of the Change in Control, other than for required business travel not significantly greater than the Participant’s business travel obligations at the time of the Change in Control; or

(g) Occurrence of any of the foregoing events and conditions before consummation of the Change in Control if the Participant reasonably demonstrates that such occurrence was at the request of a third party or otherwise arose in connection with or in anticipation of the Change in Control (for purposes of such demonstration, references in the foregoing events and conditions to the time of the Change in Control shall be deemed to refer to the time of commencement of discussions regarding the Change in Control);

 

4


provided, however, that, it shall not constitute Good Reason unless (i) the Participant separates from service within one year following the initial existence of the Good Reason condition; (ii) the Participant provides notice of the existence of the Good Reason condition within 90 days of its initial existence, and the Company (or its successor in interest) is given 30 days during which it may remedy the Good Reason condition.

2.27 “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

2.28 “Incumbent Directors” means individuals who, on the Effective Date, constitute the Board, provided that any individual becoming a Director subsequent to the Effective Date whose election or nomination for election to the Board was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval without objection to such nomination of the proxy statement of the Company in which such person was named as a nominee for Director) shall be an Incumbent Director. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Director.

2.29 “Inducement Award” means the grant of an Award as a material inducement to a person being hired by the Company or any of its Affiliates, or being rehired following a bona fide period of interruption of employment. Inducement Awards include grants to new Employees in connection with a merger or acquisition.

2.30 “Market Stand-Off” has the meaning set forth in Section 15.

2.31 “Non-Employee Director” means a Director who is a “non-employee director” within the meaning of Rule 16b-3.

2.32 “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

2.33 “Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.

2.34 “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

2.35 “Outside Director” means a Director who is an “outside director” within the meaning of Section 162(m) of the Code and Treasury Regulations Section 1.162-27(e)(3).

2.36 “Participant” means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.

2.37 “Performance Award” means Awards granted pursuant to Section 7.2, which may be share- or cash-denominated.

2.38 “Permitted Transferee” of a Holder means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Holder (including any such

 

5


relative by adoption); any person sharing the Holder’s household (other than a tenant or employee); a trust in which these persons have more than fifty percent (50%) of the beneficial interest; and any other non-charitable entity in which these persons (or the Holder) own more than fifty percent (50%) of the voting interests.

2.39 “Plan” means this Laird Superfood, INC, 2016 Stock Incentive Plan.

2.40 “Related Rights” has the meaning set forth in Section 7.3(a).

2.41 “Restricted Award” means any Award granted pursuant to Section 7.1.

2.42 “Restricted Period” has the meaning set forth in Section 7.1.

2.43 “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

2.44 “SAR Amount” has the meaning set forth in Section 7.3(h).

2.45 “SAR Exercise Price” has the meaning set forth in Section 7.3(b).

2.46 “Securities Act” means the Securities Act of 1933, as amended.

2.47 “Stock Appreciation Right” means the right pursuant to an award granted pursuant to Section 7.3.

2.48 “Stock for Stock Exchange” has the meaning set forth in Section 6.4.

2.49 “Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.

3. ADMINISTRATION.

3.1 Administration by Committee or Board. The Plan shall be administered by the entire Board of Directors unless the Board delegates administration to a committee of the Board (the Board or such committee, as the case shall be, shall be referred to as the “Committee”).

3.2 Powers of Administrator. The Administrator shall have the power and authority to select Participants and grant them Awards pursuant to the terms of the Plan.

3.3 Specific Powers. In particular, the Administrator shall have the authority: (a) to construe and interpret the Plan and apply its provisions; (b) to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan; (c) to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (d) to delegate its authority to one or more officers of the Company with respect to awards that do not involve Covered Employees or “insiders” within the meaning of Section 16 of the Exchange Act; (e) to determine when Awards are to be granted under the Plan; (f) from time to time to select, subject to the limitations set forth in this Plan, those Participants to whom Awards shall be granted; (g) to determine the number of shares of Common Stock to be made subject to each Award; (h) to determine whether an Option is to be an Incentive Stock Option or a Nonstatutory Stock Option; (i) to prescribe the terms and conditions of each Award, including, without

 

6


limitation, the exercise price and medium of payment and vesting provisions, and to specify the provisions of the Award Agreement relating to such Award; (j) subject to Section 13.5, to amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, the purchase price or exercise price, or the term of any outstanding Award; (k) to determine the duration and purpose of leaves of absences that may be granted to a Participant without constituting termination of his or her employment for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees under the Company’s employment policies; and (l) to exercise discretion to make any and all other determinations that it determines to be necessary or advisable for administration of the Plan.

3.4 Decisions Final. All decisions made by the Administrator pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants and any other person having any interest in an Award, unless such decisions are determined by a court having jurisdiction to have been arbitrary and capricious.

3.5 The Committee. If the Plan is administered by a Committee, the Committee shall have, in connection with the administration of the Plan, the powers that the Board would possess if it were administering the Plan, including the power to delegate to a subcommittee or, to the extent permitted by applicable law, to the chairman of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Administrator shall thereafter be to such subcommittee or chairman), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The Committee shall act pursuant to a vote of the majority of its members or, in the case of a Committee comprised of only two members, the unanimous consent of its members, whether present or not, or by the unanimous written consent of its members and minutes shall be kept of all of its meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable.

4. SHARES SUBJECT TO THE PLAN.

4.1 Share Reserve. Subject to the provisions of Section 12.1 relating to adjustments upon changes in Common Stock, the shares that may be issued pursuant to Awards shall consist of the Company’s authorized but unissued Common Stock, and the maximum aggregate amount of such Common Stock that may be issued upon exercise of all Awards under the Plan shall be one hundred and fifty thousand (150,000) shares. If any payment required in connection with an Award (whether on account of the exercise price for an Option or Award, the satisfaction of withholding tax liabilities in connection with the Award or otherwise) is satisfied through the tendering of shares of Common Stock (either by actual tender or by attestation) or by the withholding of shares of Common Stock, only the number of shares of Common Stock issued by the Company, net of the shares tendered or withheld, shall be counted for purposes of determining the number of shares of Common Stock available for issuance under the Plan. Shares of Common Stock that are subject to tandem Awards shall be counted only once.

4.2 Reversion of Shares to the Share Reserve. If any Award shall for any reason expire or otherwise terminate, in whole or in part, the shares of Common Stock not acquired under such Award shall revert to and again become available for issuance under the Plan. If shares of Common Stock issued under the Plan are reacquired by the Company pursuant to the terms of any forfeiture provision, such shares shall again be available for purposes of the Plan.

 

7


4.3 Source of Shares. The shares of Common Stock subject to the Plan may be authorized but unissued Common Stock.

5. ELIGIBILITY.

5.1 Eligibility for Specific Awards. Incentive Stock Options may be granted only to Employees. Awards other than Incentive Stock Options may be granted to Employees, Consultants and Directors.

6. OPTION PROVISIONS. Each Option shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate; provided, however, that no Option shall contain a “reload” feature automatically entitling the Optionholder to receive an additional Option upon exercise of the original Option. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code and Section 8 of the Plan. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions, to the extent applicable:

6.1 Term. Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, no Incentive Stock Option shall be exercisable after the expiration of 10 years from the date it was granted.

6.2 Exercise Price of an Incentive Stock Option. The exercise price of each Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Common Stock subject to the Option on the Date of Grant of the Option Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

6.3 Exercise Price of a Nonstatutory Stock Option. The exercise price of each Nonstatutory Stock Option shall be not less than 100% of the Fair Market Value of the Common Stock subject to the Option on the Date of Grant of the Option. Notwithstanding the foregoing, a Nonstatutory Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

6.4 Consideration. The exercise price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) in the discretion of the Administrator, upon such terms as the Administrator shall approve, the exercise price may be paid:

 

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(i) by delivery to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the exercise price due for the number of shares being acquired, or by means of attestation whereby the Participant (A) identifies for delivery specific shares of Common Stock that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) and that have a Fair Market Value on the date of attestation equal to the exercise price and (B) receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”);

(ii) during any period when the Common Stock is publicly traded, by a copy of instructions to a broker directing such broker to sell the Common Stock for which such Option is exercised, and to remit to the Company the aggregate Exercise Price of such Option (a “Cashless Exercise”); or

(iii) in any other form of legal consideration that may be acceptable to the Administrator, including without limitation with a full-recourse promissory note.

Notwithstanding the foregoing, during any period when the Common Stock is publicly traded, a Cashless Exercise, exercise with a promissory note or other transaction by a Director or executive officer that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Company or an Affiliate in violation of Section 402(a) of the Sarbanes-Oxley Act (codified as Section 13(k) of the Exchange Act) shall be prohibited with respect to any Award under this Plan. Unless otherwise specified in the Award Agreement, payment of the exercise price by a Participant who is an officer, director or other “insider” subject to Section 16(b) of the Exchange Act in the form of a Stock for Stock Exchange is subject to pre-approval by the Administrator, in its sole discretion. Any such pre-approval shall be documented in a manner that complies with the specificity requirements of Rule 16b-3, including the name of the Participant involved in the transaction, the nature of the transaction, the number of shares to be acquired or disposed of by the Participant and the material terms of the Option involved in the transaction. The Administrator may require some or all Participants to use one or more brokers designated by the Administrator to sell Common Stock in connection with a Cashless Exercise.

6.5 Transferability of an Option. Except as provided in Section 6.6, an Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.

6.6 Discretionary Transferability of Nonstatutory Stock Option. The Administrator in its discretion may provide, either in the Award Agreement for a Nonstatutory Stock Option or by a subsequent determination, that the Option may be transferred as provided in the next sentence. In such event, except to the extent limited by the Administrator, the original Optionholder may transfer the Option to any Permitted Transferee, so long as the transfer is without value, and the Permitted Transferee may transfer the Option without value to any other Permitted Transferee of the original Optionholder. Neither (a) a transfer under a domestic relations order in settlement of marital property rights, nor (b) a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Permitted Transferees (or the original Optionholder) in exchange for an interest in that entity, will constitute a transfer for value.

6.7 Vesting Generally. The Option may, but need not, vest and therefore become

 

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exercisable in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Administrator may deem appropriate. The vesting provisions of individual Options may vary. No Option may be exercised for a fraction of a share of Common Stock. The Administrator in its discretion may provide, either in the Award Agreement for an Option or by a subsequent determination, for acceleration of the vesting and exercisability of the Option at any time. Unless otherwise specified in an Award Agreement for an Option, each Option granted pursuant to the terms of the Plan shall become exercisable at the rate of 25% per year over the four-year period commencing on the date the Option is granted.

6.8 Termination of Continuous Service. Unless otherwise specified in an Award Agreement for an Option or in an Optionholder’s employment agreement, if the Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability or termination by the Company for Cause), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only during the period ending on the earlier of (a) the date three months following the termination of the Optionholder’s Continuous Service, or (b) the expiration of the term of the Option as set forth in its Award Agreement. To the extent the Option is not exercised within that period, it shall terminate. Unless otherwise specified in an Award Agreement for an Option or in an Optionholder’s employment agreement, or as otherwise provided in Sections 6.10 and 6.11 of this Plan, outstanding Options that are not exercisable at the time the Optionholder’s Continuous Service terminates for any reason other than for Cause (including an Optionholder’s death or Disability) shall be forfeited and expire at the close of business on the date of such termination. If the Optionholder’s Continuous Service terminates for Cause, all outstanding Options shall be forfeited (whether or not vested) and expire as of the beginning of business on the date of such termination for Cause.

6.9 Extension of Termination Date. Unless otherwise specified in an Award Agreement for an Option, if exercise of the Option following termination of the Optionholder’s Continuous Service is prohibited because the issuance of shares of Common Stock would violate the Securities Act or any other state or federal securities or other laws or the rules of any securities exchange or interdealer quotation system, then the Option shall terminate upon the expiration of a period after termination of the Participant’s Continuous Service that is three months after the end of the period during which the exercise of the Option would be in violation of such laws or rules. In addition, unless otherwise specified in an Award Agreement for an Option, if upon exercise of the Option following termination of the Optionholder’s Continuous Service, the Optionholder would be prohibited by the Company’s insider trading policy from immediately selling the shares of Common Stock issuable upon such exercise, then the Option shall terminate upon expiration of a period after termination of the Participant’s Continuous Service that is three months after the end of the period during which such sale would be prohibited by the Company’s insider trading policy.

6.10 Disability of Optionholder. Unless otherwise specified in an Award Agreement for an Option or in an Optionholder’s employment agreement, if the Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only during the period ending on the earlier of (a) the date 12 months following such termination or (b) the expiration of the term of the Option as set forth in its Award Agreement. To the extent the Option is not exercised within that period, it shall terminate.

 

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6.11 Death of Optionholder. Unless otherwise specified in an Award Agreement for an Option or in an Optionholder’s employment agreement, if the Optionholder’s Continuous Service terminates as a result of the Optionholder’s death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only during the period ending on the earlier of (a) the date 12 months following the date of death or (b) the expiration of the term of such Option as set forth in its Award Agreement. To the extent the Option is not exercised within that period, it shall terminate.

6.12 Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options.

7. PROVISIONS OF AWARDS OTHER THAN OPTIONS.

7.1 Restricted Awards. A Restricted Award is an Award of actual shares of Common Stock (so-called “restricted stock”) or hypothetical Common Stock units (so-called “restricted stock units”) having a value equal to the Fair Market Value of an identical number of shares of Common Stock, which may, but need not, provide that such Restricted Award may not be sold, assigned, transferred or otherwise disposed of, pledged or hypothecated as collateral for a loan or as security for the performance of any obligation or for any other purpose for such period (the “Restricted Period”) as the Administrator shall determine. The terms and conditions of the Restricted Award may change from time to time, and the terms and conditions of separate Restricted Awards need not be identical, but each Restricted Award shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions, to the extent applicable:

(a) Purchase Price. The purchase price of Restricted Awards, if any, shall be determined by the Administrator, and may be stated as cash, property or services.

(b) Consideration. The cash consideration, if any, for Common Stock acquired pursuant to the Restricted Award shall be paid either: (i) in cash at the time of purchase; or (ii) in any other form of legal consideration that may be acceptable to the Administrator in its discretion including, without limitation, a recourse promissory note, property or a Stock for Stock Exchange, or services that the Administrator determines have a value at least equal to the Fair Market Value of such Common Stock.

(c) Vesting. Shares of Common Stock acquired under or subject to the Restricted Award may, but need not, be subject to a Restricted Period during which such shares or the right to acquire such shares will be forfeited to the Company if the specified restrictions or conditions for the Restricted Award are not satisfied. The Administrator in its discretion may provide, either in the Award Agreement for a Restricted Award or by a subsequent determination, for acceleration of the end of the Restricted Period at any time, in which event all such restrictions and conditions shall lapse or be deemed satisfied, as the case may be.

(d) Termination of Participant’s Continuous Service. Unless otherwise provided in the Award Agreement for a Restricted Award or in the employment agreement of the Participant holding the Restricted Award, if the Participant’s Continuous Service terminates for any

 

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reason, the Participant shall forfeit the unvested portion of a Restricted Award acquired in consideration of prior or future services, and all of the shares of Common Stock held by the Participant that have not vested as of the date of termination under the terms of the Restricted Award shall be forfeited and the Participant shall have no further rights with respect to the unvested portion of the Award.

(e) Transferability. Rights to acquire shares of Common Stock under the Restricted Award shall be transferable by the Participant only upon such terms and conditions as are set forth in the Award Agreement, as the Administrator shall determine in its discretion, so long as Common Stock awarded under the Restricted Award remains subject to the terms of the Award Agreement.

(f) Concurrent Tax Payment. The Administrator, in its sole discretion, may (but shall not be required to) provide for payment of a concurrent cash award in an amount equal, in whole or in part, to the estimated after tax amount required to satisfy applicable federal, state or local tax withholding obligations arising from the receipt and deemed vesting of restricted stock for which an election under Section 83(b) of the Code may be required.

(g) Lapse of Restrictions. Upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Administrator, the restrictions applicable to the Restricted Award shall lapse and a stock certificate for the number of shares of Common Stock with respect to which the restrictions have lapsed shall be delivered, free of any restrictions except those that may be imposed by law, the terms of the Plan or the terms of a Restricted Award, to the Participant or the Participant’s estate, as the case may be, unless such Restricted Award is subject to a deferral condition that complies with the 409A Award requirements that may be allowed or required by the Administrator in its sole discretion. The Company shall not be required to deliver any fractional share of Common Stock but will pay, in lieu thereof, the Fair Market Value of such fractional share in cash to the Participant or the Participant’s estate, as the case may be. Unless otherwise subject to a deferral condition that complies with the 409A Award requirements, the Common Stock certificate shall be issued and delivered and the Participant shall be entitled to the beneficial ownership rights of such Common Stock not later than (i) the date that is 2-1/2 months after the end of the Participant’s taxable year for which the Restricted Period ends and the Participant has a legally binding right to such amounts; (ii) the date that is 2-1/2 months after the end of the Company’s taxable year for which the Restricted Period ends and the Participant has a legally binding right to such amounts, whichever is later; or (iii) such earlier date as may be necessary to avoid application of Code Section 409A to such Award.

7.2 Performance Awards.

(a) Nature of Performance Awards. A Performance Award is an Award entitling the recipient to acquire cash, actual shares of Common Stock or hypothetical Common Stock units having a value equal to the Fair Market Value of an identical number of shares of Common Stock upon the attainment of specified performance goals. The Administrator may make Performance Awards independent of or in connection with the granting of any other Award under the Plan. Performance Awards may be granted under the Plan to any Participant, including those who qualify for awards under other performance plans of the Company. The Administrator in its sole discretion shall determine whether and to whom Performance Awards shall be made, the performance goals applicable under each Award, the periods during which performance is to be measured, and all other limitations and conditions applicable to the awarded cash or shares. Performance goals shall be based on a pre-established objective formula or standard that specifies the manner of determining the amount of cash or the number of shares under the Performance Award that will be granted or will vest if the performance goal is attained. Performance goals will be determined by the Administrator prior to the time 25% of the service period

 

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has elapsed and may be based on one or more business criteria that apply to a Participant, a business unit or the Company and its Affiliates. Such business criteria may include, by way of example and without limitation, revenue, earnings before interest, taxes, depreciation and amortization (EBITDA), funds from operations, funds from operations per share, operating income, pre-tax or after-tax income, cash available for distribution, cash available for distribution per share, net earnings, earnings per share, return on equity, return on assets, return on capital, economic value added, share price performance, improvements in the Company’s attainment of expense levels, and implementing or completion of critical projects, or improvement in cash-flow (before or after tax). A performance goal may be measured over a performance period on a periodic, annual, cumulative or average basis and may be established on a corporate-wide basis or established with respect to one or more operating units, divisions, subsidiaries, acquired businesses, minority investments, partnerships or joint ventures. More than one performance goal may be incorporated in a performance objective, in which case achievement with respect to each performance goal may be assessed individually or in combination with each other. The Administrator may, in connection with the establishment of performance goals for a performance period, establish a matrix setting forth the relationship between performance on two or more performance goals and the amount of the Performance Award payable for that performance period. The level or levels of performance specified with respect to a performance goal may be established in absolute terms, as objectives relative to performance in prior periods, as an objective compared to the performance of one or more comparable companies or an index covering multiple companies, or otherwise as the Administrator may determine. Performance goals shall be objective and, if the Company is publicly traded, shall otherwise meet the requirements of Section 162(m) of the Code. Performance goals may differ for Performance Awards granted to any one Participant or to different Participants. A Performance Award to a Participant who is a Covered Employee shall (unless the Administrator determines otherwise) provide that, if the Participant’s Continuous Service terminates prior to the end of the performance period for any reason, such Award will be payable only (i) if the applicable performance objectives are achieved and (ii) to the extent, if any, the Administrator shall determine. Such objective performance goals are not required to be based on increases in a specific business criteria, but may be based on maintaining the status quo or limiting economic losses.

(b) Restrictions on Transfer. Performance Awards and all rights with respect to such Performance Awards may not be sold, assigned, transferred, pledged or otherwise encumbered.

(c) Rights as a Shareholder. A Participant receiving a Performance Award that is denominated in shares of Common Stock or hypothetical Common Stock units shall have the rights of a shareholder only as to shares actually received by the Participant under the Plan and not with respect to shares subject to the Award but not actually received by the Participant. A Participant shall be entitled to receive a stock certificate evidencing the acquisition of shares of Common Stock under a Performance Award only upon satisfaction of all conditions specified in the written instrument evidencing the Performance Award (or in a performance plan adopted by the Administrator). The Common Stock certificate shall be issued and delivered and the Participant shall be entitled to the beneficial ownership rights of such Common Stock not later than the later of (i) the date that is 2-1/2 months after the end of the Participant’s taxable year for which the Administrator certifies that the Performance Award conditions have been satisfied and the Participant has a legally binding right to such amounts, or (ii) the date that is 2-1/2 months after the end of the Company’s taxable year for which the Administrator certifies that the Performance Award conditions have been satisfied and the Participant has a legally binding right to such amounts, or such other date as may be necessary to avoid application of Section 409A to such Awards.

 

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(d) Termination. Except as may otherwise be provided by the Administrator at any time, a Participant’s rights in all Performance Awards shall automatically terminate upon the Participant’s termination of employment (or business relationship) with the Company and its Affiliates for any reason.

(e) Acceleration, Waiver, Etc. At any time prior to the Participant’s termination of employment (or other business relationship) with the Company and its Affiliates, the Administrator may in its sole discretion accelerate, waive or, subject to Section 13, amend any or all of the goals, restrictions or conditions imposed under any Performance Award. The Administrator in its discretion may provide, either in the Award Agreement for a Performance Award or by a subsequent determination, for acceleration of vesting of the Performance Award at any time.

(f) Certification. Following the completion of each performance period, the Administrator shall certify in writing, in accordance with the requirements of Section 162(m) of the Code, whether the performance objectives and other material terms of a Performance Award have been achieved or met. Unless the Administrator determines otherwise, Performance Awards shall not be settled until the Administrator has made the certification specified under this Section 7.2(f).

7.3 Stock Appreciation Rights.

(a) General. Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or, provided the requirements of Section 7.3(b) are satisfied, in tandem with all or part of any Option granted under the Plan (“Related Rights”). In the case of a Nonstatutory Stock Option, Related Rights may be granted either at or after the time of the grant of such Option. In the case of an Incentive Stock Option, Related Rights may be granted only at the time of the grant of the Incentive Stock Option.

(b) Grant Requirements. A Stock Appreciation Right may only be granted if the Stock Appreciation Right: (i) does not provide for the deferral of compensation within the meaning of Section 409A of the Code; or (ii) satisfies the requirements of Section 7.3(h) and Section 8 hereof. A Stock Appreciation Right does not provide for a deferral of compensation if: (A) the value of the Common Stock the excess over which the right provides for payment upon exercise (the “SAR Exercise Price”) may never be less than the Fair Market Value of the underlying Common Stock on the date the right is granted, (B) the compensation payable under the Stock Appreciation Right can never be greater than the difference between the SAR exercise price and the Fair Market Value of the Common Stock on the date the Stock Appreciation Right is exercised, (C) the number of shares of Common Stock subject to the Stock Appreciation Right are fixed on the date of grant of the Stock Appreciation Right, and (D) the right does not include any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the right.

(c) Exercise and Payment. Upon exercise thereof, the holder of a Stock Appreciation Right shall be entitled to receive from the Company, an amount equal to the product of (i) the excess of the Fair Market Value, on the date of such written request, of one share of Common Stock over the SAR Exercise Price per share specified in such Stock Appreciation Right or its related Option, multiplied by (ii) the number of shares for which such Stock Appreciation Right shall be exercised. Payment with respect to the exercise of a Stock Appreciation Right that satisfies the requirements of Section 7.3(b)(i) shall be made on the date of exercise in shares of Common Stock (with or without restrictions as to substantial risk of forfeiture and transferability, as determined by the Administrator in its sole discretion) valued at Fair Market Value on the date of exercise. Payment with respect to the

 

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exercise of a Stock Appreciation Right that does not satisfy the requirements of Section 7.3(b)(i) shall be paid at the time specified in the Award in accordance with the provisions of Section 7.3(h) and Section 8. Payment may be made in the form of shares of Common Stock (with or without restrictions as to substantial risk of forfeiture and transferability, as determined by the Administrator in its sole discretion), cash or a combination thereof, as determined by the Administrator.

(d) Exercise Price. The SAR Exercise Price of a Free Standing Stock Appreciation Right shall be determined by the Administrator, but shall not be less than 100% of the Fair Market Value of one share of Common Stock on the Date of Grant of such Stock Appreciation Right. A Related Right granted simultaneously with or subsequent to the grant of an Option and in conjunction therewith or in the alternative thereto shall have the same exercise price as the related Option, shall be transferable only upon the same terms and conditions as the related Option, and shall be exercisable only to the same extent as the related Option; provided, however, that a Stock Appreciation Right, by its terms, shall be exercisable only when the Fair Market Value per share of Common Stock subject to the Stock Appreciation Right and related Option exceeds the exercise price per share thereof and no Stock Appreciation Rights may be granted in tandem with an Option unless the Administrator determines that the requirements of Section 7.3(b)(i) are satisfied. The Administrator in its discretion may provide, either in the Award Agreement for a Stock Appreciation Right or by a subsequent determination, for acceleration of the exercisability of the Stock Appreciation Right at any time.

(e) Reduction in the Underlying Option Shares. Upon any exercise of a Stock Appreciation Right, the number of shares of Common Stock for which any related Option shall be exercisable shall be reduced by the number of shares for which the Stock Appreciation Right shall have been exercised. The number of shares of Common Stock for which a Stock Appreciation Right shall be exercisable shall be reduced upon any exercise of any related Option by the number of shares of Common Stock for which such Option shall have been exercised.

(f) Written Request. Unless otherwise determined by the Administrator in its sole discretion and only if permitted in the Stock Appreciation Right’s Award Agreement, any exercise of a Stock Appreciation Right for cash may be made only by a written request filed with the Corporate Secretary of the Company during the period beginning on the third business day following the date of release for publication by the Company of quarterly or annual summary statements of earnings and ending on the twelfth business day following such date. Within 30 days of the receipt by the Company of a written request to receive cash in full or partial settlement of a Stock Appreciation Right or to exercise such Stock Appreciation Right for cash, the Administrator shall, in its sole discretion, either consent to or disapprove, in whole or in part, such written request. A written request to receive cash in full or partial settlement of a Stock Appreciation Right or to exercise a Stock Appreciation Right for cash may provide that, if the Administrator shall disapprove such written request, such written request shall be deemed to be an exercise of such Stock Appreciation Right for shares of Common Stock.

(g) Disapproval by Administrator. If the Administrator disapproves in whole or in part any election by a Participant to receive cash in full or partial settlement of a Stock Appreciation Right or to exercise such Stock Appreciation Right for cash, such disapproval shall not affect such Participant’s right to exercise such Stock Appreciation Right at a later date, to the extent that such Stock Appreciation Right shall be otherwise exercisable, or to elect the form of payment at a later date, provided that an election to receive cash upon such later exercise shall be subject to the approval of the Administrator. Additionally, such disapproval shall not affect such Participant’s right to exercise any related Option.

 

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(h) Additional Requirements under Section 409A. A Stock Appreciation Right that is not intended to or fails to satisfy the requirements of Section 7.3(b)(i) shall satisfy the requirements of this Section 7.3(h) and the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code, in accordance with Section 8 hereof. The requirements herein shall apply if any Stock Appreciation Right under this Plan is granted with an SAR Exercise Price less than Fair Market Value of the Common Stock underlying the Award on the date the Stock Appreciation Right is granted (regardless of whether or not such SAR Exercise Price is intentionally or unintentionally priced at less than Fair Market Value, or is materially modified at a time when the Fair Market Value exceeds the SAR Exercise Price), provides that it is settled in cash, or is otherwise determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code. Any such Stock Appreciation Right may provide that it is exercisable at any time permitted under the governing written instrument, but such exercise shall be limited to fixing the measurement of the amount, if any, by which the Fair Market Value of a share of Common Stock on the date of exercise exceeds the SAR exercise price (the “SAR Amount”). However, once the Stock Appreciation Right is exercised, the SAR Amount may only be paid on the fixed time, payment schedule or other event specified in the governing written instrument or in Section 8.1 hereof.

8. ADDITIONAL CONDITIONS APPLICABLE TO NONQUALIFIED DEFERRED COMPENSATION UNDER SECTION 409A OF THE CODE. If any Award under this Plan is granted with an exercise price less than Fair Market Value of the Common Stock subject to the Award on the Date of Grant (regardless of whether or not such exercise price is intentionally or unintentionally priced at less than Fair Market Value, or such Award is materially modified and deemed a new Award at a time when the Fair Market Value exceeds the exercise price), or is otherwise determined to constitute a 409A Award, the following additional conditions shall apply and shall supersede any contrary provisions of this Plan or the terms of any Award Agreement for the 409A Award.

8.1 Exercise and Distribution. No 409A Award shall be exercisable or distributable earlier than upon one of the following:

(a) Specified Time. A specified time or a fixed schedule set forth in the written instrument evidencing the 409A Award, but not later than after the expiration of 10 years from the Date of Grant. If the written grant instrument does not specify a fixed time or schedule, such time shall be the date that is the fifth anniversary of the Date of Grant.

(b) Separation from Service. Separation from service (within the meaning of Section 409A of the Code) by the 409A Award recipient; provided, however, if the 409A Award recipient is a “key employee” (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Company’s stock is publicly traded on an established securities market or otherwise, exercise or distribution under this Section 8.1(b) may not be made before the date that is six months after the date of separation from service.

(d) Death. The date of death of the 409A Award recipient.

(e) Disability. The date the 409A Award recipient becomes disabled (within the meaning of Section 8.4(b) hereof).

(f) Unforeseeable Emergency. The occurrence of an unforeseeable emergency (within the meaning of Section 8.4(c) hereof), but only if the net value (after payment of the exercise price) of the number of shares of Common Stock that become issuable does not exceed the

 

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amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the exercise, after taking into account the extent to which the emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s other assets (to the extent such liquidation would not itself cause severe financial hardship).

(g) Change in Control Event. The occurrence of a Change in Control Event (within the meaning of Section 8.4(a) hereof), including the Company’s discretionary exercise of the right to accelerate vesting of such Award upon a Change in Control Event or to terminate the Plan or any 409A Award granted hereunder within 12 months of the Change in Control Event.

8.2 Term. Notwithstanding anything to the contrary in this Plan or the terms of any 409A Award agreement, the term of any 409A Award shall expire and such Award shall no longer be exercisable on the date that is the later of: (a) 2-1/2 months after the end of the Company’s taxable year in which the 409A Award first becomes exercisable or distributable pursuant to Section 8 hereof and is not subject to a substantial risk of forfeiture; or (b) 2-1/2 months after the end of the 409A Award recipient’s taxable year in which the 409A Award first becomes exercisable or distributable pursuant to Section 8 hereof and is not subject to a substantial risk of forfeiture, but not later than the earlier of (i) the expiration of 10 years from the date the 409A Award was granted, or (ii) the term specified in the 409A Award agreement.

8.3 No Acceleration. A 409A Award may not be accelerated or exercised prior to the time specified in Section 8 hereof, except in the case of one of the following events:

(a) Domestic Relations Order. The 409A Award may permit the acceleration of the exercise or distribution time or schedule to an individual other than the Participant as may be necessary to comply with the terms of a domestic relations order (as defined in Section 414(p)(1)(B) of the Code).

(b) Conflicts of Interest. The 409A Award may permit the acceleration of the exercise or distribution time or schedule as may be necessary to comply with the terms of a certificate of divestiture (as defined in Section 1043(b)(2) of the Code).

(c) Change in Control Event. The Administrator may exercise the discretionary right to accelerate the vesting of such 409A Award upon a Change in Control Event or to terminate the Plan or any 409A Award granted thereunder within 12 months of the Change in Control Event and cancel the 409A Award for compensation. In addition, the Administrator may exercise the discretionary right to accelerate the vesting of such 409A Award provided that such acceleration does not change the time or schedule of payment of such Award and otherwise satisfies the requirements of this Section 8 and the requirements of Section 409A of the Code.

8.4 Definitions. Solely for purposes of this Section 8 and not for other purposes of the Plan, the following terms shall be defined as set forth below:

 

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(a) “Change in Control Event” means the occurrence of a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company (as defined in Proposed Regulations Section 1.409A-3(g)(5) and any subsequent guidance interpreting Code Section 409A). For example, a Change in Control Event will occur if:

(i) a person or more than one person acting as a group:

(A) acquires ownership of stock that brings such person’s or group’s total ownership in excess of 50% of the outstanding stock of the Company; or

(B) acquires ownership of 35% or more of the total voting power of the Company within a 12 month period; or

(ii) acquires ownership of assets from the Company equal to 40% or more of the total value of the Company within a 12 month period.

(b) “Disabled” means a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees.

(c) “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

9. COVENANTS OF THE COMPANY.

9.1 Availability of Shares. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.

9.2 Securities Law Compliance. Each Award Agreement shall be subject to the condition, whether or not expressly stated therein, that no shares of Common Stock shall be issued or sold thereunder unless and until (a) any then applicable requirements of state and federal laws and regulatory agencies shall have been fully complied with to the satisfaction of the Company and its counsel and (b) if required to do so by the Company, the Participant shall have executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Administrator may require. The Company shall use reasonable efforts to seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock pursuant to the Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Award or any Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock pursuant to Awards unless and until such authority is obtained.

 

18


10. USE OF PROCEEDS FROM SALE OF STOCK. Proceeds from the sale of Common Stock pursuant to Awards shall constitute general funds of the Company.

11. MISCELLANEOUS.

11.1 Acceleration of Exercisability and Vesting. The Administrator shall have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.

11.2 Shareholder Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and until such Participant has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Common Stock certificate is issued, except as provided in Section 12.1 hereof.

11.3 No Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without Cause, (b) the service of a Consultant with or without notice and with or without Cause, or (c) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

11.4 Transfer, Approved Leave of Absence. For purposes of the Plan, no termination of employment by an Employee shall be deemed to result from either (a) a transfer to the employment of the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another; or (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the Employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing.

11.5 Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Award, (a) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Award; and (b) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently effective registration statement under the Securities Act or (ii) as to any particular requirement, a determination is

 

19


made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

11.6 Withholding Obligations. Each Participant must satisfy all federal, state and local tax withholding obligations relating to the exercise or acquisition of Common Stock under an Award. To the extent permitted by the terms of an Award Agreement or by the Administrator, in its discretion, the Participant may satisfy federal, state or local tax withholding obligations relating to the exercise or acquisition of Common Stock under an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; (c) delivering to the Company previously owned and unencumbered shares of Common Stock of the Company or (d) by execution of a recourse promissory note by a Participant who is not a Director or executive officer. Unless otherwise specified in an Award Agreement, payment of the tax withholding by a Participant who is an officer, director or other “insider” subject to Section 16(b) of the Exchange Act by delivering previously owned and unencumbered shares of Common Stock of the Company or in the form of share withholding is subject to pre-approval by the Administrator, in its sole discretion. Any such pre-approval shall be documented in a manner that complies with the specificity requirements of Rule 16b-3, including the name of the Participant involved in the transaction, the nature of the transaction, the number of shares to be acquired or disposed of by the Participant and the material terms of the Options involved in the transaction.

12. ADJUSTMENTS UPON CHANGES IN STOCK.

12.1 Capitalization Adjustments. If any change is made in the Common Stock subject to the Plan, or subject to any Award, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), then (a) the aggregate number of shares of Common Stock or class of shares that may be purchased pursuant to Awards granted hereunder; (b) the aggregate number of shares of Common Stock or class of shares that may be purchased pursuant to Incentive Stock Options granted hereunder; (c) the aggregate number of shares of Common Stock or class of shares that may be issued pursuant to Restricted Awards granted hereunder; (d) the number and/or class of shares of Common Stock covered by outstanding Options and Awards; (e) the maximum number of shares of Common Stock with respect to which Awards may be granted to any single Optionholder during any calendar year; and (f) the exercise price of any Award in effect prior to such change shall be proportionately adjusted by the Administrator to reflect any increase or decrease in the number of issued shares of Common Stock or change in the Fair Market Value of such Common Stock resulting from such transaction; provided, however, that any fractional shares resulting from the adjustment shall be eliminated. The Administrator shall make such adjustments, and its determination shall be final, binding and conclusive. The conversion of any securities of the Company that are by their terms convertible shall not be treated as a transaction “without receipt of consideration” by the Company.

 

20


12.2 Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, then all outstanding Awards shall terminate immediately prior to such event.

12.3 Change in Control—Asset Sale, Merger, Consolidation or Reverse Merger.

(a) In the event of a Change in Control or any other corporate separation or division (including, but not limited to, a split-up, a split-off or a spin-off), merger or consolidation in which the Company is not the Surviving Entity, or a reverse merger in which the Company is the Surviving Entity, but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then the Company, to the extent permitted by applicable law, but otherwise in the sole discretion of the Administrator may provide for: (i) the continuation of outstanding Awards by the Company (if the Company is the Surviving Entity); (ii) the assumption of the Plan and such outstanding Awards by the Surviving Entity or its parent; (iii) the substitution by the Surviving Entity or its parent of Awards with substantially the same terms (including an award to acquire the same consideration paid to the shareholders in the transaction described in this Section 12.3) for such outstanding Awards and, if appropriate, subject to the equitable adjustment provisions of Section 12.1 hereof (Awards continued, assumed or granted in substitution for outstanding Awards under any of the preceding clauses (i) through (iii) will be referred to as “Continuing Awards”); (iv) the cancellation of such outstanding Awards in consideration for a payment equal in value to the fair market value of vested Awards, or in the case of an Option, the difference between the Fair Market Value and the exercise price for all shares of Common Stock subject to exercise (i.e., to the extent vested) under any outstanding Option; or (v) the cancellation of such outstanding Awards without payment of any consideration. If vested Awards will be canceled without consideration, the Participant shall have the right, exercisable during the 10-day period ending on the fifth day prior to such Change in Control, other corporate separation or division, merger or consolidation or 10 days after the Administrator provides the Award holder a notice of cancellation, whichever is later, to exercise such Awards in whole or in part without regard to any installment exercise provisions in the Award Agreement.

(b) If there are one or more Continuing Awards following a Change in Control, and the Continuous Service of a Participant holding one or more Continuing Awards is terminated without Cause within a period of one (1) year following the consummation of the Change in Control, or if the Participant voluntarily terminates his or her Continuous Service for Good Reason during such period, then (i) the vesting and exercisability of all outstanding Options held by the Participant shall accelerate in full; (ii) the end of the Restricted Period for all outstanding Restricted Awards held by the Participant shall accelerate, and all restrictions and conditions of the Restricted Awards shall lapse or be deemed satisfied, as the case may be; (iii) the vesting of all outstanding Performance Awards held by the Participant shall accelerate in full; and (iv) all outstanding Stock Appreciation Rights held by the Participant shall become exercisable in full.

13. AMENDMENT OF THE PLAN AND AWARDS.

13.1 Amendment of Plan. The Board at any time, and from time to time, may amend or terminate the Plan. However, except as provided in Section 12.1, no amendment shall be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy any applicable law or any Nasdaq or securities exchange listing requirements. At the time of such amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent on shareholder approval.

 

21


13.2 Shareholder Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers.

13.3 Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or to the nonqualified deferred compensation provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted under it into compliance therewith.

13.4 No Impairment of Rights. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing. However, an amendment of the Plan that results in a cancellation of an Award where the Participant receives a payment equal in value to the fair market value of the vested Award or, in the case of an Option, the difference between the Fair Market Value and the exercise price for all shares of Common Stock subject to the Option, shall not be an impairment of the Participant’s rights that requires consent of the Participant.

13.5 Amendment of Awards. The Administrator at any time, and from time to time, may amend the terms of any one or more Awards; provided, however, that (a) if any such amendment impairs a Participant’s rights or increases a Participant’s obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to an Award, such amendment shall also be subject to the Participant’s consent (provided, however, a cancellation of an Award where the Participant receives a payment equal in value to the fair market value of the vested Award or, in the case of vested Options, the difference between the Fair Market Value of the Common Stock subject to an Option and the exercise price, shall not constitute an impairment of the Participant’s rights that requires consent); and (b) except for adjustments made pursuant to Section 12, no such amendment shall, unless approved by the shareholders of the Company (i) reduce the exercise price of any outstanding Option, or (ii) cancel or amend any outstanding Option for the purpose of repricing, replacing or regranting such Option with an exercise price that is less than the original exercise price thereof (as adjusted pursuant to Section 12). An amendment to the Plan described in the last sentence of Section 13.4 shall not be an impairment of the Participant’s rights under the Participant’s Award that requires consent of the Participant.

14. GENERAL PROVISIONS.

14.1 Other Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

14.2 Recapitalizations. Each Award Agreement shall contain provisions required to reflect the provisions of Section 12.1.

14.3 Delivery. Upon exercise of a right granted under this Plan, the Company shall issue Common Stock or pay any amounts due within a reasonable period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have, for purposes of this Plan, 30 days shall be considered a reasonable period of time.

 

22


14.4 Other Provisions. The Award Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions upon the exercise of the Awards, as the Administrator may deem advisable.

14.5 Disqualifying Dispositions. Any Participant who shall make a “disposition” (as defined in Section 424 of the Code) of all or any portion of shares of Common Stock acquired upon exercise of an Incentive Stock Option within two years from the Date of Grant of such Incentive Stock Option or within one year after the issuance of the shares of Common Stock acquired upon exercise of such Incentive Stock Option shall be required to immediately advise the Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Common Stock.

15. MARKET STAND-OFF. Each Award Agreement shall be subject to the condition, whether or not expressly stated therein, that, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, the Participant shall agree not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the repurchase of, transfer the economic consequences of ownership or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any Common Stock without the prior written consent of the Company or its underwriters, for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters (the “Market Stand-Off”). In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the shares of Common Stock acquired under this Plan until the end of the applicable stand-off period. If there is any change in the number of outstanding shares of Common Stock by reason of a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification, dissolution or liquidation of the Company, any corporate separation or division (including, but not limited to, a split-up, a split-off or a spin-off), a merger or consolidation; a reverse merger or similar transaction, then any new, substituted or additional securities that are by reason of such transaction distributed with respect to any shares of Common Stock subject to the Market Stand-Off, or into which such shares of Common Stock thereby become convertible, shall immediately be subject to the Market Stand-Off.

16. EFFECTIVE DATE OF PLAN. The Plan shall become effective as of the Effective Date. However, except in the case of an Inducement Award, no Award may be granted under the terms of the Plan unless and until the Plan has been approved by the shareholders of the Company, which approval shall be within 12 months after the Effective Date. If the shareholders fail to approve the Plan within 12 months after the Effective Date, no additional Awards, including Inducement Awards, shall be made thereafter under the Plan.

17. TERMINATION OR SUSPENSION OF THE PLAN. The Plan shall terminate automatically on the day before the 10th anniversary of the Effective Date. No Award shall be granted pursuant to the Plan after such date, but Awards theretofore granted may extend beyond that date. The Board may suspend or terminate the Plan at any earlier date pursuant to Section 13.1 hereof. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

18. CHOICE OF LAW. The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of law rules.

 

23


19. EXECUTION. To record the adoption of the Plan by the Board, the Company has caused its authorized officer to execute the Plan as of the date specified below.

—Signature page follows—

 

24


IN WITNESS WHEREOF, upon authorization of the Board of Directors, the undersigned has caused the Laird Superfood, INC 2016 Stock Incentive Plan to be executed effective as of Effective Date.

 

LAIRD SUPERFOOD, INC
By  

/s/ Paul Hodge, Jr.

  Paul Hodge, Jr., President
By  

/s/ Laird Hamilton

  Laird Hamilton, Director

 

25


THE SECURITIES OFFERED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND ANY SALE OF SUCH SECURITIES IS SUBJECT TO COMPLIANCE WITH, OR THE AVAILABILITY OF EXEMPTIONS FROM COMPLIANCE WITH, THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS INSTRUMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY BE MADE. TRANSFER OF THIS INSTRUMENT AND THE SECURITIES OFFERED HEREBY IS RESTRICTED AS PROVIDED IN SECTIONS 6 AND 7 BELOW.

FORM OF STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into, effective as of                      by and between Laird Superfood, Inc., (the “Company”), and                      (the “Holder”).

R E C I T A L S

A. The Company has adopted the Laird Superfood, Inc. 2016 Stock Incentive Plan (the “Plan”), a copy of which is attached as Exhibit A. Capitalized terms that are used but not defined in this Agreement will have the meanings given those terms in the Plan.

B. The Holder has been designated to receive an option under the Plan.

NOW, THEREFORE, the Company and the Holder agree as follows:

1. Grant of the Option. The Company grants to the Holder an option (the “Option”) to acquire from the Company                      (            ) shares of Common Stock at the price of                      ($            ) per share (the “Purchase Price”). The Option is [designated as a Nonstatutory Stock Option][intended to qualify as an Incentive Stock Option].

2. Term of the Option. Unless earlier terminated pursuant to the Plan, the Option will terminate on the earliest to occur of the following: (a) the                      (            ) anniversary of the Date of Grant of the Option; (b) the expiration of three (3) months following the date of termination of the Holder’s Service for any reason other than death, Disability or Cause; (c) the expiration of one (1) year following the date of termination of the Holder’s Service by reason of death or Disability; and (d) the date of termination of the Holder’s Service for Cause.

3. Vesting. The Options will vest in accordance with the following schedule:

 

 
 

After the Holder’s Service terminates for any reason, the Option will thereafter be exercisable only for the shares for which it was vested and exercisable on the date of termination.

4. Provisions of Plan. The Option is subject to all of the provisions of the Plan, including but not limited to Section 12.1 and 12.3.

5. Method of Exercise. In order to exercise the Option, the Holder must do the following:

 

  (a)

deliver to the Company a written notice, substantially in the form of the attached Exhibit B, specifying the number of shares of Common Stock for which the Option is being exercised;

 

  (b)

surrender this Agreement to the Company;

 

  (c)

tender payment to the Company of the aggregate Purchase Price for the shares for which the Option is being exercised, which amount may be paid (i) in cash or by cashier’s check; or (ii) if authorized in the discretion of the Administrator, by delivery to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the exercise price due for the number of shares being acquired, or by means of attestation whereby the Holder (A) identifies for delivery specific shares of Common Stock that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) and that have a Fair Market Value on the date of attestation equal to the exercise price


  and (B) receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (iii) such other method as the Administrator shall permit at the time of exercise of the Option;

 

  (d)

pay, or make arrangements satisfactory to the Administrator for payment to the Company of, all taxes required to be withheld by the Company in connection with the exercise of the Option;

 

  (e)

if requested by the Administrator, deliver to the Company, at the Holder’s expense, a legal opinion, satisfactory in form and substance to the Company, of legal counsel designated by the Holder and satisfactory to the Company, to the effect that exercise of the Option by the Holder, and the acquisition of shares of Common Stock pursuant thereto, may be effected without registration or qualification of such shares under the Securities Act, or any applicable state securities laws; and

 

  (f)

execute and deliver to the Company a Consent to be Bound to Stockholders Agreement, in the form attached to Exhibit B, and any other documents required from time to time by the Administrator in order to promote compliance with the Securities Act, applicable state securities laws, or any other applicable law, rule or regulation.

Unless the Option has terminated or been exercised in full, the Company shall affix to this Agreement an appropriate notation indicating the number of shares for which the Option was exercised and return this Agreement to the Holder.

6. Representations and Warranties. By executing this Agreement -

 

  (a)

The Holder accepts the Option and agrees to comply with and be bound by all of the provisions of this Agreement and the Plan.

 

  (b)

The Holder acknowledges that no registration statement under the 1933 Act, or under any state securities laws, has been filed with respect to the Option or any shares of Common Stock that may be acquired upon exercise of the Option, and the Company is under no obligation to do so.

 

  (c)

The Holder represents and warrants that the Option, and any shares of Common Stock acquired upon exercise of the Option, will be acquired and held by the Holder for the Holder’s own account, for investment purposes only, and not with a view towards the distribution or public offering thereof nor with any present intention of reselling or distributing the same at any particular future time.

 

  (d)

The Holder agrees not to sell, transfer or otherwise dispose of the Option except as specifically permitted by this Agreement, the Plan and any applicable securities laws.

 

  (e)

The Holder agrees not to sell, transfer or otherwise dispose of any shares of Common Stock acquired upon exercise of the Option unless (i) there is an effective registration statement under the Securities Act covering the proposed disposition and compliance with governing state securities laws, (ii) the Holder delivers to the Company, at the Holder’s expense, a “no-action” letter or similar interpretative opinion, satisfactory in form and substance to the Company, from the staff of each appropriate securities agency, to the effect that such shares may be disposed of by the Holder in the manner proposed, or (iii) the Holder delivers to the Company, at the Holder’s expense, a legal opinion, satisfactory in form and substance to the Company, of legal counsel designated by the Holder and satisfactory to the Company, to the effect that the proposed disposition may be effected without registration or qualification of such shares under the Securities Act or any applicable state securities laws.

 

  (f)

The Holder agrees that, in the event of an initial public offering (the “Offering”) by the Company of its Common Stock, that, for a period of 180 days after the effective date of the Registration Statement filed with the Securities and Exchange Commission relating to the Offering, the Holder will not directly or indirectly sell or offer to sell or otherwise dispose of any shares of Common Stock, or any securities convertible into or exchangeable for, or any rights to purchase or acquire Common Stock owned by the Holder, whether owned on such effective date or thereafter acquired, without the prior written consent of each managing underwriter in the Offering, which consent may be withheld at the sole discretion of any managing underwriter.


7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Holder only by Holder. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Holder.

8. Procedures Upon Permitted Transfer. Prior to any authorized sale, transfer or other disposition of any shares of Common Stock acquired upon exercise of the Option, the Holder agrees to give written notice to the Company of the Holder’s intention to effect such disposition. The notice must describe the circumstances of the proposed transfer in reasonable detail and must specify the manner in which the requirements of Section 6(e) above will be satisfied in connection with the proposed disposition. Subject to the Plan, after (a) legal counsel to the Company has determined that the requirements of Section 6(e) above will be satisfied, (b) the Holder has executed such documentation as may be necessary to effect the proposed disposition, and (c) the Holder has paid, or made arrangements satisfactory to the Administrator for the payment of any taxes, if any, required to be withheld by the Company in connection with the proposed disposition, and provided that all requirements for transfer under any Stockholders Agreement of the Company applicable to the Holder have been met, the Company will, as soon as practicable, transfer such shares in accordance with the terms of the notice. Any stock certificate issued upon such transfer will bear a restrictive legend, in the form approved by the Administrator, unless in the opinion of legal counsel to the Company such legend is not required.

9. Rights as Stockholder. Until the issuance of the shares of Common Stock acquired upon exercise of the Option (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the shares underlying the Option, notwithstanding the exercise of the Option. The shares acquired upon exercise of the Option shall be issued to the Holder as soon as practicable after the Option is exercised.

10. Independent Tax Advice. Holder understands that Holder may suffer adverse tax consequences as a result of Holder’s purchase or disposition any shares of Common Stock acquired upon exercise of the Option. Holder represents that Holder has consulted with any tax consultants Holder deems advisable in connection with the purchase or disposition of such shares and that Holder is not relying on the Company for any tax advice.

11. Entire Agreement; Amendments; Binding Effect. This Agreement, together with the Plan, constitutes the entire agreement and understanding between the Company and the Holder regarding the subject matter hereof. Except as permitted by the Plan, no amendment of the Option or this Agreement, or waiver of any provision of this Agreement or the Plan, shall be valid unless in writing and duly executed by the Company and the Holder. The failure of any party to enforce any of that party’s rights against the other party for breach of any of the terms of this Agreement or the Plan shall not be construed as a waiver of such rights as to any continued or subsequent breach. This Agreement shall be binding upon the Holder and his or her heirs, successors and assigns.

12. Section 409A Compliance. Notwithstanding any prov1s10n in the Plan or this Agreement to the contrary, the Administrator may, at any time and without the consent of the Holder, modify the terms of the Option as it determines appropriate to avoid the imposition of interest or penalties under Section 409A of the Code.

(Signature Page Follows)


IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

 

“Company”            LAIRD SUPERFOOD, INC.

                                                                             

By:

DATE:                                                                  

                                                                             

[HOLDER]

DATE:                                                                  


EXHIBIT B

FORM OF EXERCISE OF OPTION

To: Laird Superfood, Inc.

The undersigned holds an Option (the “Option”), represented by a Stock Option Agreement dated effective as of                      (the “Agreement”), granted to the undersigned pursuant to the Laird Superfood, Inc. 2016 Stock Incentive Plan (the “Plan”). The undersigned hereby exercises the Option and                      elects to purchase                      shares (the “Shares”) of Common Stock of Laird Superfood, Inc. (the “Company”) pursuant to the Option. This notice is accompanied by full payment of the Purchase Price for the Shares in cash or by check or in another manner permitted by Section 5 of the Agreement. The undersigned has also paid, or made arrangements satisfactory to the Administrator for payment of, all taxes, if any, required to be withheld by the Company in connection with the exercise of the Option.

The undersigned acknowledges that no registration statement under the 1933 Act, or under any state securities laws, has been filed with respect to the Shares, and the Company is under no obligation to do so. The undersigned represents and warrants that the undersigned is acquiring and will hold the Shares for the undersigned’s own account, for investment purposes only, and not with a view towards the distribution or public offering of the Shares nor with any present intention of reselling or distributing the Shares at any particular future time. The undersigned consents to the appearance of a restrictive legend, in substantially the form set forth below, or in any form approved by the Administrator, on the certificate for the Shares:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 {THE “ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND ANY STATE SECURITIES LAWS.

The undersigned further agrees that upon exercise of the Option the undersigned and the Shares will be subject to and bound by the Company’s Stockholders’ Agreement, and the undersigned agrees to take such further steps and execute such further instruments, including but not limited to the Consent to be Bound attached hereto, as the Company may reasonably request to evidence the fact that the undersigned is a party to and is bound by the Stockholders’ Agreement, receipt of a copy of which is hereby acknowledged.

Date:                                         

 

                                                 

[HOLDER]


CONSENT TO BE BOUND BY

STOCK RESTRICTION AGREEMENT

In consideration of the issuance, sale, pledge, or other transfer to the undersigned of shares of stock in Laird Superfood, Inc. the undersigned (the “Stockholder”) consents and agrees to the terms of, and does hereby execute and become a party to, the LAIRD SUPERFOOD, INC. STOCK RESTRICTION AGREEMENT dated the                      (the “Agreement”), of Laird Superfood, Inc., an Oregon corporation as such may be amended from time to time as provided in the Agreement. The undersigned acknowledges receipt of a copy of the Agreement and agrees that all Stock (as defined in the Agreement) of the undersigned shall be held in accordance with and restricted by the terms of the Agreement.

The execution of this Consent by the spouse of the Stockholder, if any, signifies that the spouse authorizes, ratifies, confirms and approves the execution of this Consent and, therefore, the Agreement by the Stockholder, and the spouse further authorizes and appoints the Stockholder as his or her attorney in fact to exercise all rights he or she may have with respect to the ownership of any Stock in Laird Superfood, Inc. including the encumbrance and disposition of such Stock.

 

DATED:                                                             
STOCKHOLDER:
                                                                             

[HOLDER]

                                                                             
[SPOUSE]
EX-10.8 9 d934473dex108.htm EX-10.8 EX-10.8

Exhibit 10.8

FORM OF

LAIRD SUPERFOOD, INC.

2020 EMPLOYEE STOCK PURCHASE PLAN

The following constitute the provisions of the 2020 Employee Stock Purchase Plan (this “Plan”) of Laird Superfood, Inc., a Delaware corporation (the “Company”). Capitalized terms are used as defined in Section 2 of this Plan.

1. Purpose. The purpose of the Plan is to provide Employees of the Company and its Designated Parents or Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code and the applicable regulations thereunder. The provisions of the Plan, accordingly, will be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.

2. Definitions. As used herein, the following definitions apply:

(a) “Administrator” means either the Board or a committee of the Board that is responsible for the administration of the Plan as is designated from time to time by resolution of the Board.

(b) “Affiliate” means any Person that controls, is controlled by, or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including any Subsidiary.

(c) “Applicable Laws” means the legal requirements relating to the administration of employee stock purchase plans, if any, under applicable provisions of federal securities laws, state corporate and securities laws, the Code and the applicable regulations thereunder, the rules of any applicable stock exchange or national market system, and the rules of any foreign jurisdiction applicable to participation in the Plan by residents therein.

(d) “Beneficial Owner” has the meaning set forth in Rule 13d-3 under the Exchange Act.

(e) “Board” means the Board of Directors of the Company.

(f) “Capital Stock” means, with respect to any Person, any and all shares, interests, participations, or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Effective Date or issued thereafter, including, without limitation, all shares of Common Stock.

(g) “Code” means the Internal Revenue Code of 1986, as amended.

(h) “Common Stock” means the common stock of the Company.

(i) “Compensation” means, unless otherwise determined by the Administrator, an Employee’s base salary from the Company or one or more Designated Parents or Subsidiaries,

 

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including such amounts of base salary as are deferred by the Employee: (i) under a qualified cash or deferred arrangement described in Section 401(k) of the Code; or (ii) to a plan qualified under Section 125 of the Code. Unless otherwise determined by the Administrator, “Compensation” does not include overtime, bonuses, annual awards, other incentive payments, reimbursements or other expense allowances, fringe benefits (cash or non-cash), moving expenses, deferred compensation, contributions (other than contributions described in the first sentence) made on the Employee’s behalf by the Company or one or more Designated Parents or Subsidiaries under any employee benefit or welfare plan now or hereafter established, and any other payments not specifically referenced in the first sentence.

(j) “Change in Control” means any of the following transactions, provided, however, that the Administrator shall have full and final authority, in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the this definition, the date of the occurrence of such Change in Control, and any incidental matters relating thereto:

(i) A transaction or a series of related transactions whereby any Person or Group (other than the Company or any Affiliate) becomes the Beneficial Owner of more than fifty percent (50%) of the total voting power of the Voting Stock of the Company, on a Fully Diluted Basis;

(ii) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) (together with any new directors whose election by such Incumbent Board or whose nomination by such Incumbent Board for election by the stockholders of the Company was approved by a vote of at least a majority of the members of such Incumbent Board then in office who either were members of such Incumbent Board or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of such Board then in office;

(iii) The Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company (regardless of whether the Company is the surviving Person), other than any such transaction in which the Prior Stockholders own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such reorganization, merger, or consolidation transaction immediately after such transaction;

(iv) The consummation of any direct or indirect sale, lease, transfer, conveyance, or other disposition (other than by way of reorganization, merger, or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person or Group (other than the Company or any Affiliate); or

(v) The stockholders of the Company adopt a plan or proposal for the liquidation, winding up, or dissolution of the Company.

(k) “Designated Parents or Subsidiaries” means the Parents or Subsidiaries, which have been designated by the Administrator from time to time as eligible to participate in the Plan.

 

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(l) “Effective Date” means the Registration Date. However, should any Parent or Subsidiary become a Designated Parent or Subsidiary after such date, then the Administrator, in its discretion, will designate a separate Effective Date with respect to the employee-participants of such Designated Parent or Subsidiary.

(m) “Employee” means any individual, including an officer or director, who is an employee of the Company or a Designated Parent or Subsidiary for purposes of Section 423 of the Code. For purposes of the Plan, the employment relationship will be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the individual’s employer. Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated on the day that is three (3) months and one (1) day following the start of such leave, for purposes of determining eligibility to participate in the Plan.

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(o) “Exercise Date” means the last day of each Purchase Period.

(p) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on one or more established stock exchanges, including without limitation, the NYSE American, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Common Stock is listed (as determined by the Administrator) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer, but selling prices are not reported, its Fair Market Value will be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock of the type described in (i) and (ii), above, its Fair Market Value thereof will be determined by the Administrator in good faith.

(q) “Fully Diluted Basis” means, as of any date of determination, the sum of (x) the number of shares of Voting Stock outstanding as of such date of determination plus (y) the number of shares of Voting Stock issuable upon the exercise, conversion, or exchange of all then-outstanding warrants, options, convertible Capital Stock or indebtedness, exchangeable Capital Stock or indebtedness, or other rights exercisable for or convertible or exchangeable into, directly or indirectly, shares of Voting Stock, whether at the time of issue or upon the passage of time or upon the occurrence of some future event, and whether or not in-the-money as of such date of determination.

 

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(r) “Group” has the meaning set forth in Sections 13(d) and 14(d)(2) of the Exchange Act.

(s) “New Exercise Date” has the meaning set forth in Section 18(b).

(t) “Offer Period” means an Offer Period established pursuant to Section 4 hereof.

(u) “Offering” means an offer under this Plan of an Option that may be exercised during an Offer Period. For purposes of the Plan, all Employees eligible to participate pursuant to Section 3 will be deemed to participate in the same Offering unless the Administrator otherwise determines that Employees of the Company or one or more Designated Parents or Subsidiaries will be deemed to participate in separate Offerings, in which case the Offerings will be considered separate even if the dates of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted by Section 1.423-2(a)(1) of the Treasury regulations issued under Section 423 of the Code, the terms of each Offering need not be identical provided that the terms of the Plan and the Offering together satisfy Sections 1.423-2(a)(2) and (a)(3) of such Treasury regulations.

(v) “Offering Date” means the first day of each Offer Period.

(w) “Option” means, with respect to each Purchase Period, a right to purchase shares of Common Stock on the Exercise Date for such Purchase Period in accordance with the terms and conditions of the Plan.

(x) “Parent” means a “parent corporation” of the Company, whether now or hereafter existing, as defined in Section 424(e) of the Code

(y) “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof; provided that, for purposes of Section 2(j)(i) and Section 2(j)(iv), Person shall have the meaning set forth in Sections 13(d) and 14(d)(2) of the Exchange Act.

(z) “Participant” means an Employee of the Company or Designated Parent or Subsidiary who has enrolled in the Plan as set forth in Section 5(a).

(aa) “Prior Stockholders” means the holders of equity securities that represented one hundred percent (100%) of the Voting Stock of the Company immediately prior to a reorganization, merger, or consolidation involving the Company (or other equity securities into which such equity securities are converted as part of such reorganization, merger, or consolidation transaction).

(bb) “Purchase Period” means, unless otherwise determined by the Administrator, a period of approximately six months.

(cc) “Purchase Price” means an amount equal to eighty five percent (85%) of the Fair Market Value of a share of Common Stock (i) on the Exercise Date or, if applicable, (ii) on the Offering Date or on the Exercise Date, whichever is lower. Unless determined otherwise by the Administrator, the Purchase Price will be eighty five percent (85%) of the Fair Market Value of a share of Common Stock on the Offering Date or on the Exercise Date, whichever is lower.

 

4


(dd) “Registration Date” means the closing of the first sale to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended, of the Common Stock.

(ee) “Reserves” means, as of any date, the sum of: (1) the number of shares of Common Stock covered by each then outstanding Option under the Plan which has not yet been exercised; and (2) the number of shares of Common Stock which have been authorized for issuance under the Plan but not then subject to an outstanding Option.

(ff) “Securities Act” means the Securities Act of 1933, as amended, as now in effect or as hereafter amended, and any successor thereto.

(gg) “Subsidiary” means a “subsidiary corporation” of the Company, whether now or hereafter existing, as defined in Section 424(f) of the Code

(hh) “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers, or other voting members of the governing body of such Person.

3. Eligibility.

(a) General. Subject to the further limitations in Sections 3(b) and 3(c), any individual who is an Employee on a given Offering Date will be eligible to participate in the Plan for the Offer Period commencing with such Offering Date. No individual who is not an Employee will be eligible to participate in the Plan.

(b) Limitations on Grant and Accrual. Notwithstanding any provisions of the Plan to the contrary, no Employee will be granted an Option under the Plan: (i) if, immediately after the grant, such Employee (taking into account stock owned by any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Parent or Subsidiary; or (ii) which permits the Employee’s rights to purchase stock under all employee stock purchase plans of the Company and its Parents or Subsidiaries to accrue at a rate which exceeds Twenty Five Thousand Dollars (US$25,000) worth of stock (determined at the Fair Market Value of the shares at the time such Option is granted) for each calendar year in which such Option is outstanding at any time. The determination of the accrual of the right to purchase stock will be made in accordance with Section 423(b)(8) of the Code and the regulations thereunder.

(c) Other Limits on Eligibility. Notwithstanding Subsection (a), above, unless otherwise determined prior to the applicable Offer Date, the following Employees will not be eligible to participate in the Plan for any relevant Offer Period: (i) Employees whose customary employment is 20 hours or less per week; (ii) Employees whose customary employment is for not more than 5 months in any calendar year; (iii) Employees who have not been employed for such continuous period preceding the Offering Date as the Administrator may require, but in no event

 

5


will the required period of continuous employment be equal to or greater than 2 years; and (iv) Employees who are citizens or residents of a non U.S. jurisdiction (without regard to whether he or she is also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) if his or her participation is prohibited under the laws of the applicable non-U.S. jurisdiction or if complying with the laws of the applicable non-U.S. jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code. Unless determined otherwise by the Administrator, Employees who have not been employed continuously for the six (6) month period preceding an Offering Date will not be eligible to participate in the Plan for the Offer Period corresponding to such Offering Date.

4. Offer Periods.

(a) The Plan will be implemented through overlapping or consecutive Offer Periods until such time as (i) the maximum number of shares of Common Stock available for issuance under the Plan have been purchased or (ii) the Plan has been sooner terminated in accordance with Section 19 hereof. The maximum duration of an Offer Period is twenty-seven (27) months. Unless otherwise determined by the Administrator, the Plan will initially be implemented through successive Offer Periods of six (6) months’ duration.

(b) A Participant will be granted a separate Option for each Offer Period in which he or she participates. The Option will be granted on the Offering Date and will be automatically exercised in successive installments on the Exercise Dates ending within the Offer Period.

(c) Except as specifically provided herein, the acquisition of Common Stock through participation in the Plan for any Offer Period will neither limit nor require the acquisition of Common Stock by a Participant in any subsequent Offer Period.

5. Participation.

(a) An eligible Employee may become a Participant in the Plan by submitting an authorization of payroll deduction (using such form or method (including electronic forms) as the Administrator may designate from time to time) as of a date in advance of the Offering Date for the Offer Period in which such participation will commence, as required by the Administrator for all eligible Employees with respect to a given Offer Period.

(b) Payroll deductions for a Participant will commence with the first partial or full payroll period beginning on the Offering Date and will end on the last complete payroll period during the Offer Period, unless sooner terminated by the Participant as provided in Section 10.

6. Payroll Deductions.

(a) At the time a Participant enrolls in the Plan, the Participant will elect to have payroll deductions made during the Offer Period in amounts between one percent (1%) and not exceeding fifteen percent (15%) of the Compensation which the Participant receives during the Offer Period.

(b) All payroll deductions made for a Participant will be credited to the Participant’s account under the Plan and will be withheld in whole percentages only. A Participant may not make any additional payments into such account.

 

6


(c) A Participant may discontinue participation in the Plan as provided in Section 10, or may increase or decrease the rate of payroll deductions during the Offer Period by submitting notice of a change of status (using such form or method (including electronic forms) as the Administrator may designate from time to time) authorizing an increase or decrease in the payroll deduction rate. Any increase or decrease in the rate of a Participant’s payroll deductions will be effective as soon as administratively practicable following the date of the request. A Participant’s payroll deduction authorization (as modified by any change of status notice) will remain in effect for successive Offer Periods unless terminated as provided in Section 10. The Administrator will be authorized to limit the number of payroll deduction rate changes during any Offer Period. Notwithstanding anything to the contrary in this Plan, the Administrator may permit purchases on the Exercise Date of the initial Purchase Period to be made by a lump sum cash payment.

(d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Sections 3(b) and 7 herein, a Participant’s payroll deductions will be decreased to zero percent (0%). Payroll deductions will recommence at the rate provided in such Participant’s payroll deduction authorization, as amended, when permitted under Section 423(b)(8) of the Code and Section 3(b), unless such participation is sooner terminated by the Participant as provided in Section 10.

7. Grant of Option. On the Offering Date, each Participant will be granted an Option to purchase (at the applicable Purchase Price) shares of Common Stock; provided: (i) that such Option is subject to the limitations set forth in Sections 3(b), 6 and 12; (ii) until otherwise determined by the Administrator, the maximum number of shares of Common Stock a Participant will be permitted to purchase in any Offer Period is                  shares, subject to adjustment as provided in Section 18; and (iii) that such Option is subject to such other terms and conditions (applied on a uniform and nondiscriminatory basis), as the Administrator determines from time to time. Exercise of the Option will occur as provided in Section 8, unless the Participant has withdrawn pursuant to Section 10, and the Option, to the extent not exercised, will expire on the last day of the Offer Period with respect to which such Option was granted. Notwithstanding the foregoing, shares subject to the Option may only be purchased with accumulated payroll deductions credited to a Participant’s account in accordance with Section 6. In addition, to the extent an Option is not exercised on each Exercise Date, the Option will lapse and thereafter cease to be exercisable.

8. Exercise of Option. Unless a Participant withdraws from the Plan as provided in Section 10, the Participant’s Option for the purchase of shares of Common Stock will be exercised automatically on each Exercise Date, by applying the accumulated payroll deductions in the Participant’s account to purchase the number of full shares subject to the Option by dividing such Participant’s payroll deductions accumulated prior to such Exercise Date and retained in the Participant’s account as of the Exercise Date by the applicable Purchase Price. No fractional shares will be purchased; any payroll deductions accumulated in a Participant’s account which are not sufficient to purchase a full share will be carried over to the next Purchase Period or Offer Period, whichever applies, or returned to the Participant, if the Participant withdraws from the Plan. In addition, any amount remaining in a Participant’s account following the purchase of shares on the Exercise Date due to the application of Section 423(b)(8) of the Code, or Sections 3 or 7, will be returned to the Participant and will not be carried over to the next Offer Period or Purchase Period. During a Participant’s lifetime, a Participant’s Option to purchase shares hereunder is exercisable only by the Participant.

 

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9. Delivery. Upon receipt of a request from a Participant after each Exercise Date on which a purchase of shares occurs, the Company will arrange for the delivery to such Participant, as soon as administratively practicable, of the shares purchased upon exercise of the Participant’s Option.

10. Withdrawal; Termination of Employment.

(a) A Participant may, by giving notice to the Company (using such form or method (including electronic forms) as the Administrator may designate from time to time), either: (i) withdraw all but not less than all the payroll deductions credited to the Participant’s account and not yet used to exercise the Participant’s Option under the Plan; or (ii) terminate future payroll deductions, but allow accumulated payroll deductions to be used to exercise the Participant’s Option under the Plan at any time. If the Participant elects withdrawal alternative (i) described above, all of the Participant’s payroll deductions credited to the Participant’s account will be paid to such Participant as soon as administratively practicable after receipt of notice of withdrawal, such Participant’s Option for the Offer Period will be automatically terminated, and no further payroll deductions for the purchase of shares will be made during the Offer Period. If the Participant elects withdrawal alternative (ii) described above, no further payroll deductions for the purchase of shares will be made during the Offer Period, all of the Participant’s payroll deductions credited to the Participant’s account will be applied to the exercise of the Participant’s Option on the next Exercise Date (subject to Sections 3(b), 6, 7 and 12), and after such Exercise Date, such Participant’s Option for the Offer Period will be automatically terminated and all remaining accumulated payroll deduction amounts will be returned to the Participant. If a Participant withdraws from an Offer Period, payroll deductions will not resume at the beginning of the succeeding Offer Period unless the Participant enrolls in such succeeding Offer Period. The Administrator may, in its discretion and on a uniform and nondiscriminatory basis, specify further procedures for withdrawal.

(b) Upon termination of a Participant’s employment relationship (as described in Section 2(k)) prior to the next scheduled Exercise Date, the payroll deductions credited to such Participant’s account during the Offer Period but not yet used to exercise the Option will be returned to such Participant or, in the case of his/her death, to the person or persons entitled thereto under Section 14, and such Participant’s Option will be automatically terminated without exercise of any portion of such Option.

11. Interest. No interest will accrue on the payroll deductions credited to a Participant’s account under the Plan.

12. Stock.

(a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 18, the maximum number of shares of Common Stock that may be issued pursuant to rights granted under the Plan shall be              shares. In addition to the foregoing, on the first business day of each calendar year beginning with the calendar year following the calendar year in which the Plan becomes effective, the number of shares of Common Stock available for issuance

 

8


under the Plan shall be increased by that number of shares of Common Stock equal to the lesser of (i) one percent (1%) of the shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Common Stock as determined by the Administrator. If the Administrator determines that on a given Exercise Date the number of shares with respect to which Options are to be exercised may exceed: (x) the number of shares then available for sale under the Plan; or (y) the number of shares available for sale under the Plan on the Offering Date(s) of one or more of the Offer Periods in which such Exercise Date is to occur, the Administrator may make a pro rata allocation of the shares remaining available for purchase on such Offering Dates or Exercise Date, as applicable, and will either continue the Offer Period then in effect or terminate any one or more Offer Periods then in effect pursuant to Section 19, below. Such allocation method will be “bottom up,” with the result that all Option exercises for one (1) share will be satisfied first, followed by all exercises for two (2) shares, and so on, until all available shares have been exhausted. Any amount remaining in a Participant’s payroll account following such allocation will be returned to the Participant and will not be carried over to any future Purchase Period or Offer Period, as determined by the Administrator.

(b) A Participant will have no interest or voting right in shares covered by the Participant’s Option until such shares are actually purchased on the Participant’s behalf in accordance with the applicable provisions of the Plan. No adjustment will be made for dividends, distributions or other rights for which the record date is prior to the date of such purchase.

(c) Shares to be delivered to a Participant under the Plan will be registered in the name of the Participant.

13. Administration. The Plan will be administered by the Administrator, which will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility, to determine, with respect to each Offer Period, whether the Purchase Price will be determined as of (i) the Exercise Date or (ii) as of the Offering Date or the Exercise Date (whichever is lower), to adjudicate all disputed claims filed under the Plan, and to designate separate Offerings for the eligible Employees of the Company and one or more Designated Parents or Subsidiaries, in which case the Offerings will be considered separate even if the dates of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. Every finding, decision and determination made by the Administrator will, to the full extent permitted by Applicable Law, be final and binding upon all persons.

14. Designation of Beneficiary.

(a) Each Participant will file a designation (using such form or method (including electronic forms) as the Administrator may designate from time to time) of a beneficiary who is to receive any shares and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death. If a Participant is married and the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective.

(b) Such designation of beneficiary may be changed by the Participant (and the Participant’s spouse, if any) at any time by written notice. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living (or in existence) at the time of such Participant’s death, the Company will deliver such shares and/or cash to the

 

9


executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Administrator), the Administrator will deliver such shares and/or cash to the spouse (or domestic partner, as determined by the Administrator) of the Participant, or if no spouse (or domestic partner) is known to the Administrator, then to the issue of the Participant, such distribution to be made per stirpes (by right of representation), or if no issue are known to the Administrator, then to the heirs at law of the Participant determined in accordance with Section 27.

15. Transferability. No payroll deductions credited to a Participant’s account, Options granted hereunder, or any rights with regard to the exercise of an Option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 14) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Administrator may, in its sole discretion, treat such act as an election to withdraw funds from an Offer Period in accordance with Section 10.

16. Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company will not be obligated to segregate such payroll deductions or hold them exclusively for the benefit of Participants. All payroll deductions received or held by the Company may be subject to the claims of the Company’s general creditors. Participants will have the status of general unsecured creditors of the Company. Any amounts payable to Participants pursuant to the Plan will be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974, as amended. The Company will retain at all times beneficial ownership of any investments which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account will not create or constitute a trust or fiduciary relationship between the Administrator, the Company or any Designated Parent or Subsidiary and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of the Company or a Designated Parent or Subsidiary. The Participants will have no claim against the Company or any Designated Parent or Subsidiary for any changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan.

17. Reports. Individual accounts will be maintained for each Participant in the Plan. Statements of account will be given to Participants at least annually, which statements will set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any.

18. Adjustments Upon Changes in Capitalization; Change in Control.

(a) Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the Reserves, the Purchase Price, the maximum number of shares that may be purchased in any Offer Period or Purchase Period, as well as any other terms that the Administrator determines require adjustment, for: (i) any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,

 

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combination or reclassification of the Common Stock; (ii) any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; or (iii) as the Administrator may determine in its discretion, any other transaction with respect to Common Stock, including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however, that conversion of any convertible securities of the Company will not be deemed to have been “effected without receipt of consideration.” Such adjustment, if any, will be made by the Administrator and its determination will be final, binding and conclusive. Except as the Administrator determines, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, will affect, and no adjustment by reason hereof will be made with respect to, the Reserves and the Purchase Price.

(b) Change in Control. In the event of a proposed Change in Control, each Option under the Plan will be assumed by such successor corporation or a parent or subsidiary of such successor corporation, unless the Administrator, in the exercise of its sole discretion and in lieu of such assumption, determines to shorten the Offer Period then in progress by setting a new Exercise Date (the “New Exercise Date”). If the Administrator shortens the Offer Period then in progress in lieu of assumption in the event of a Change in Control, the Administrator will notify each Participant in writing at least three (3) business days prior to the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed to the New Exercise Date and that either:

(i) the Participant’s Option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offer Period as provided in Section 10; or

(ii) the Company will pay to the Participant on the New Exercise Date an amount in cash, cash equivalents, or property as determined by the Administrator that is equal to the excess, if any, of (x) the Fair Market Value of the shares subject to the Option over (y) the Purchase Price due had the Participant’s Option been exercised automatically under Subsection (b)(i) above. In addition, all remaining accumulated payroll deduction amounts will be returned to the Participant.

(c) For purposes of Section 18(b), an Option granted under the Plan will be deemed to be assumed if, in connection with the Change in Control, the Option is replaced with a comparable Option with respect to shares of capital stock of the successor corporation or Parent thereof. The determination of Option comparability will be made by the Administrator prior to the Change in Control and its determination will be final, binding and conclusive on all persons.

19. Amendment or Termination.

(a) The Administrator may at any time and for any reason terminate or amend the Plan. Except as provided in Section 18, no such termination can adversely affect Options previously granted, provided that the Plan or any one or more Offer Periods then in effect may be terminated by the Administrator on any Exercise Date or by the Administrator establishing a new Exercise Date with respect to any Offer Period and/or Purchase Period then in progress if the Administrator determines that the termination of the Plan or one or more Offer Periods is in the best interests of

 

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the Company and its stockholders. Except as provided in Section 18 and this Section 19, no amendment may make any change in any Option theretofore granted which adversely affects the rights of any Participant without the consent of affected Participants. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other Applicable Law), the Company will obtain stockholder approval of any amendment in such a manner and to such a degree as required.

(b) Without stockholder consent and without regard to whether any Participant rights may be considered to have been “adversely affected,” the Administrator will be entitled to limit the frequency and/or number of changes in the amount withheld during Offer Periods, change the length of Purchase Periods within any Offer Period, determine the length of any future Offer Period, determine whether future Offer Periods will be consecutive or overlapping, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, establish or change Plan or per Participant limits on share purchases, establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable foreign jurisdictions, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable and which are consistent with the Plan, in each case to the extent consistent with the requirements of Code Section 423 and other Applicable Laws.

20. Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan will be deemed to have been duly given when received in the form specified by the Administrator at the location, or by the person, designated by the Administrator for the receipt thereof.

21. Conditions Upon Issuance of Shares. Shares will not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares pursuant thereto will comply with all Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an Option, the Company may require the Participant to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned Applicable Laws or is otherwise advisable. In addition, no Options will be exercised or shares issued hereunder before the Plan has been approved by stockholders of the Company as provided in Section 23.

22. Term of Plan. The Plan will become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It will continue in effect for a term of ten (10) years unless sooner terminated under Section 19.

23. Stockholder Approval. Continuance of the Plan will be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such stockholder approval will be obtained in the degree and manner required under Applicable Laws.

 

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24. No Employment Rights. The Plan does not, directly or indirectly, create any right for the benefit of any employee or class of employees to purchase any shares under the Plan, or create in any employee or class of employees any right with respect to continuation of employment by the Company or a Designated Parent or Subsidiary, and it will not be deemed to interfere in any way with such employer’s right to terminate, or otherwise modify, an employee’s employment at any time.

25. No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of the Company or a Designated Parent or Subsidiary, participation in the Plan will not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Designated Parent or Subsidiary, and will not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is not a “Pension Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.

26. Effect of Plan. The provisions of the Plan will, in accordance with its terms, be binding upon, and inure to the benefit of, all successors of each Participant, including, without limitation, such Participant’s estate and the executors, administrators or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of creditors of such Participant.

27. Governing Law. The Plan is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties, except to the extent the internal laws of the State of Delaware are superseded by the laws of the United States. Should any provision of the Plan be determined by a court of law to be illegal or unenforceable, the other provisions will nevertheless remain effective and will remain enforceable.

28. Dispute Resolution. The provisions of this Section 28 will be the exclusive means of resolving disputes arising out of or relating to the Plan. The Company and the Participant, or their respective successors (the “parties”), will attempt in good faith to resolve any disputes arising out of or relating to the Plan by negotiation between individuals who have authority to settle the controversy. Negotiations will be commenced by either party by notice of a written statement of the party’s position and the name and title of the individual who will represent the party. Within thirty (30) days of the written notification, the parties will meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to the Plan must be brought in the United States District Court for Delaware (or should such court lack jurisdiction to hear such action, suit or proceeding, in a Delaware state court) and that the parties will submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL

 

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OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 28 is for any reason held invalid or unenforceable, it is the specific intent of the parties that such provisions be modified to the minimum extent necessary to make it or its application valid and enforceable.

 

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EX-10.9 10 d934473dex109.htm EX-10.9 EX-10.9

Exhibit 10.9

FORM OF

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective as of the Effective Date (defined below), by and between Paul W. Hodge Jr. (the “Executive”) and Laird Superfood, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Company and the Executive desire to enter into this Agreement in order to set forth the terms and conditions of the Executive’s employment with the Company;

WHEREAS, the Company has been pursuing a potential initial public offering (the “IPO”); and

WHEREAS, in connection with the IPO, the parties intend to amend, restate, and supersede any prior employment agreement entered into between the Executive and the Company and to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company hereby agree as follows:

1. EMPLOYMENT. The Company hereby employs the Executive and the Executive hereby accepts employment as the President and Chief Executive Officer of the Company. The Executive shall have all the duties, responsibilities, and authority attendant to this position and shall render services consistent with such position on the terms set forth herein and shall report to the Board of Directors of the Company (the “Supervisor”). In addition, the Executive shall have such other executive and managerial powers and duties with respect to the Company as may be assigned to the Executive by the Supervisor. The Executive agrees to devote all of the Executive’s working time and best efforts to the business and affairs of the Company, subject to reasonable periods of vacation and other leave to which the Executive is entitled and shall not engage in activities that substantially interfere with such performance.

2. TERM OF AGREEMENT. The term of this Agreement shall commence as of the later of (a) the consummation of the IPO or (b) the date it is fully executed (the “Effective Date”) and shall continue until terminated pursuant to Section 6. The Executive’s period of employment under this Agreement shall be referred to as the “Employment Period.” The Executive and the Company expressly agree that this Agreement is contingent upon the consummation of the IPO by no later than October 31, 2020 and that in the event the IPO is not consummated by that date for any reason, this Agreement is null and void and of no force or effect whatsoever.

3. LOCATION. The Executive shall be based at 275 W. Lundgren Mill Drive Sisters, Oregon 97759. The Executive shall engage in reasonable travel to other locations on Company business consistent with the Executive’s position.


4. COMPENSATION.

(a) Base Salary. During the Employment Period, the Company shall pay the Executive a base salary (“Base Salary”) at an initial annualized rate of $250,000 per year, payable in accordance with the Company’s regular payroll practices relating to salaried employees. The Supervisor may review the Base Salary from year to year and may approve an increase in the Base Salary as the Supervisor deems appropriate.

(b) Bonus. Commencing with calendar year 2021, Executive shall be entitled to earn an annual bonus with respect to each calendar year, based on the Executive’s and the Company’s achievement of performance objectives set by the Supervisor in its discretion, with a target bonus of 50% of Executive’s Base Salary for such year, and a maximum bonus of 100% of Executive’s Base Salary. The extent to which the objectives have been achieved will be determined by the Supervisor in its discretion. Any such bonus shall be paid annually by March 15 of the year following the end of the year to which such bonus relates. The Executive is not entitled to receive a bonus, and shall not have earned such bonus, unless the Executive is employed on the payment date of the bonus. In calendar year 2020, Executive shall be eligible for a bonus consistent with that certain 2020 Executive Bonus Memorandum previously provided to Executive, as determined by the Board of Directors of the Company.

(c) Equity Compensation. The Executive will be eligible to receive equity awards under the Company’s 2020 Omnibus Incentive Plan, as may be amended from time to time, or any successor to such plan, and to participate in any future long-term incentive programs made generally available to the Company’s executives as determined by the Board of Directors of the Company.

5. FRINGE BENEFITS.

(a) General. During the Employment Period, the Executive shall be eligible to participate in or receive benefits under any employee benefit plan or arrangement (e.g., health insurance) made available by the Company, to the extent and in accordance with the terms and conditions of those plans or arrangements as they may exist from time to time.

(b) Paid Time Off. During the Employment Period, the Executive shall be entitled to take paid time off and sick leave in accordance with the Company’s standard employment policies, as they may exist and be amended from time to time.

(c) Business Expenses. During the Employment Period, the Company shall promptly reimburse the Executive for all reasonable expenses incurred by the Executive in the performance of the Executive’s duties under this Agreement, including all reasonable travel expenses and business meals, provided that such expenses are incurred and accounted for in accordance with the Company’s policies and procedures, as they may exist from time to time.

 

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6. TERMINATION.

(a) Permitted Terminations. The Executive’s employment during the Employment Period may be terminated by the Company or the Executive immediately for any reason, with or without notice, including the following:

(i) Death. The Executive’s employment shall terminate automatically upon the Executive’s death without any further notice or action required by the Company or the Executive’s legal representatives.

(ii) By the Company. The Company may terminate the Executive’s employment in the following circumstances:

(A) Disability. The Company may terminate the Executive’s employment for Disability. “Disability” means the Executive’s substantial inability (including by virtue of physical or mental illness, injury, disability, or other incapacity) to perform the essential functions of the Executive’s position (with or without reasonable accommodation, as required by law for the Executive) for a period of ninety (90) consecutive days or more than one hundred twenty (120) days in any twelve (12)-month period; provided that until such termination, the Executive shall continue to receive the Executive’s compensation and benefits hereunder, reduced by benefits payable, if any, under any disability insurance policy or plan. If there is a dispute as to the existence of Disability, the Executive’s Disability will be established if a qualified medical doctor selected by the parties so certifies in writing. If the parties are unable to agree on the selection of such a doctor, each party will designate a qualified medical doctor who together will select a third doctor who will make the determination. The Executive will be available for an examination by a doctor selected in accordance with this paragraph, which examination will be paid by the Company. The written medical opinion of the doctor shall be binding upon the parties as to whether a Disability exists and the date such Disability arose. The foregoing shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act (to the extent that it is applicable) and any applicable state or local laws.

(B) Cause. The Company may immediately terminate the Executive’s employment hereunder for Cause (subject to any cure periods described below). For purposes of this Agreement “Cause” shall mean the Executive’s: (1) material failure to observe and comply with any of the Company’s material written policies, including without limitation its policies prohibiting harassment (sexual or otherwise) and discrimination; (2) continued failure to substantially perform the Executive’s material duties with the Company, which is not cured within thirty (30) calendar days after receipt by the Executive of written notice of such failure; (3) willful failure to carry out, or comply with, in any material respect any lawful and reasonable written directive of the Supervisor; (4) commission of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of no contest or imposition of unadjudicated probation for any felony or any crime involving moral turpitude; (5) commission of any act of dishonesty, illegal conduct, unethical conduct, fraud, embezzlement, misappropriation, material misconduct, breach of fiduciary duty, or other act of moral turpitude in connection with the Executive’s employment or which is or which is reasonably expected to be materially injurious to the Company or its Affiliates (defined below); (6) material or willful breach of this Agreement; or (7) at any time engaging in any form of willful misconduct or any other action or omission that is damaging to the Company or its Affiliates (defined below) or their respective reputations, products, services or customers.

 

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(C) Without Cause. The Company may immediately terminate the Executive’s employment hereunder for a reason other than Cause or Disability.

(iii) By the Executive. The Executive shall have the right to terminate the Executive’s employment in the following circumstances:

(A) Good Reason. The Executive shall have the right to terminate the Executive’s employment hereunder at any time for Good Reason (subject to any notice and cure periods described below). For purposes of this Agreement, “Good Reason” shall mean that any of the following has occurred without the Executive’s consent: (1) a material diminution in the Executive’s Base Salary; (2) a material diminution in the Executive’s job title, duties, responsibilities, or authority (other than changes made due to the Executive’s incapacity); or (3) the relocation of the Executive’s primary office location to a location outside a 35-mile radius from the location set forth in Section 3. To terminate the Executive’s employment for Good Reason, (x) the Executive must provide written notice to the Supervisor within sixty (60) days of the first occurrence of any such matter constituting Good Reason, (y) the Company shall have forty-five (45) days after receipt of written notice from the Executive specifying the matter constituting Good Reason within which to cure such matter, and such Good Reason shall not exist unless the Company fails to cure such matter within such cure period, and (z) the Executive must actually terminate the Executive’s employment within thirty (30) days following the expiration of such cure period.

(B) Without Good Reason. The Executive shall have the right to immediately terminate the Executive’s employment for a reason other than Good Reason.

(b) Notice of Termination. Any purported termination of the Executive’s employment by the Company or the Executive during the Employment Period shall be communicated by a written Notice of Termination to the other party hereto in accordance with Section 13. A “Notice of Termination” means a written notice that indicates the specific termination provision in this Agreement relied upon.

(c) Date of Termination. “Date of Termination” shall mean:

(i) if the Executive’s employment is terminated because of death, the date of the Executive’s death; and

(ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination; provided, however, that the date specified in the Notice of Termination shall not be a date prior to the date such Notice of Termination is given or the expiration of any required notice or cure period.

 

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(d) Accrued and Unpaid Benefits Upon Termination. Following the termination of the Executive’s employment for any reason during the Employment Period, the Executive (or the Executive’s legal representative or estate if termination is because of death) shall receive:

(i) any earned, but unpaid, Base Salary through the Date of Termination;

(ii) any amounts owing to the Executive for reimbursement of expenses properly incurred by the Executive prior to the Date of Termination which are reimbursable in accordance with Section 5(c); and

(iii) any accrued and vested employee benefits, subject to the terms of the applicable employee benefit plans.

The amounts payable under this Section 6(d) (the “Accrued Benefits”) shall be paid at the time such payments would otherwise be due under the Company’s regular payroll practices, applicable Company policies or plans, or a time if required by applicable law.

(e) Additional Termination Benefits. If the Executive’s employment is terminated by the Company during the Employment Period without Cause, or by the Executive for Good Reason, the Company shall pay or provide, in addition to the Accrued Benefits described in Section 6(d) above, the following benefits, which are referred to as the “Severance Benefits”:

(i) a lump sum payment equal to twelve (12) months of Base Salary then in effect, payable on the first payroll date occurring after the sixtieth (60th) day following the Date of Termination; and

(ii) if the Executive timely elects participation in the Company’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or any state law statute that provides for the continuation of benefits under such plan (collectively, “COBRA”), the Company will pay the full cost of COBRA coverage for twelve (12) months, at the coverage level the Executive (including the Executive’s dependents) had immediately before the Date of Termination, provided, however, that such payments shall end immediately following the earliest of the following: (1) the date the Executive becomes eligible for health, dental, or vision coverage of a subsequent employer; (2) the date the Executive is no longer eligible to receive COBRA continuation coverage.

(f) Change in Control Severance. If the Executive’s employment is terminated by the Company during the Employment Period without Cause, or by the Executive for Good Reason, and such termination occurs within two (2) years after the occurrence of a Change in Control (defined below), then the Severance Benefits described in Section 6(e) shall not apply and will not be paid or provided and instead, the Company shall pay or provide, in addition to the Accrued Benefits described in Section 6(d) above, the following Severance Benefits:

(i) a lump sum payment equal to twenty-four (24) months of Base Salary then in effect, payable on the first payroll date occurring after the sixtieth (60th) day following the Date of Termination; and

 

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(ii) if the Executive timely elects participation in the Company’s group health insurance plan pursuant to COBRA, the Company will pay the full cost of COBRA coverage for eighteen (18) months, at the coverage level the Executive (including the Executive’s dependents) had immediately before the Date of Termination, provided, however, that such payments shall end immediately following the earliest of the following: (1) the date the Executive becomes eligible for health, dental, or vision coverage of a subsequent employer; (2) the date the Executive is no longer eligible to receive COBRA continuation coverage.

For purposes of this Agreement, “Change in Control” is defined as the occurrence of any of the following after the Effective Date: (i) a sale of all or substantially all of the assets of the Company; (ii) the acquisition of more than 50% of the voting power of the outstanding securities of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, reorganization, merger or consolidation) unless the Company’s stockholders of record as constituted immediately prior to such acquisition will, immediately after such acquisition (by virtue of their continuing to hold such stock and/or their receipt in exchange therefor of securities issued as consideration for the Company’s outstanding stock) hold at least 50% of the voting power of the surviving or acquiring entity; or (iii) any reorganization, merger or consolidation in which the Company is not the surviving entity, excluding any merger effected exclusively for the purpose of changing the domicile of the Company and excluding any reorganization, merger or consolidation in which the Company’s stockholders of record as constituted immediately prior to such reorganization, merger or consolidation will, immediately after such reorganization, merger or consolidation (by virtue of their continuing to hold such stock and/or their receipt in exchange therefor of securities issued as consideration for the Company’s outstanding stock) hold at least 50% of the voting power of the surviving or acquiring entity in any such reorganization, merger or consolidation.

(g) Requirement of Release. Payment or provision of any of the Severance Benefits is contingent upon the Executive, within sixty (60) days of the Date of Termination, executing and delivering to the Company, and allowing to become irrevocable and effective, a general release of claims in a form acceptable to the Company. Notwithstanding any other provisions of this Agreement, no portion of the Severance Benefits will be paid or provided until the conditions of the foregoing sentence are satisfied. Payment of the Severance Benefits is also contingent upon Executive’s full and continued compliance with the provisions of Section 7 of this Agreement.

(h) Post-Employment Cooperation. Upon or after termination of the Executive’s employment at any time and for any reason, the Executive agrees to take the following actions:

(i) If requested by the Company at any time, the Executive shall immediately resign from any and all positions the Executive holds with the Company and its Affiliates, including any positions on the Board of Directors of the Company. “Affiliates” as used in this Agreement includes any person, corporation, partnership, general partner, or other entity that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Company.

 

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(ii) The Executive shall cooperate with transition of the Executive’s responsibilities, and comply with other reasonable post-employment requests by the Company including responding to reasonable requests it may make for information and assisting the Company in defense of any pending, threatened, or anticipated litigation, proceeding, or inquiry in matters which the Company reasonably determines the Executive’s participation to be necessary; provided that any such cooperation will take into account the Executive’s other scheduling needs. The Executive shall not be entitled to compensation for providing the foregoing cooperation and assistance, however, the Executive shall be reimbursed for reasonable and necessary out-of-pocket expenditures (not including attorneys’ fees).

(iii) The Executive will execute any documents requested by the Company to affect the purposes of this Section 6(h).

7. RESTRICTIVE COVENANTS.

(a) Acknowledgment. The Executive understands and agrees that the Executive will occupy a position of trust and confidence with respect to the Company’s business affairs, and the Executive will be privy to non-public information relating to the Company and its Affiliates, including, without limitation, their business relationships; negotiations; past, present and prospective activities; methods of doing business; business models; know-how; trade secrets; customer and supplier lists; the identity of potential customers; marketing plans; financial and technical information; discoveries; ideas; designs; drawings; specifications; techniques; programs; systems; processes; models; data; documentation; formulae; recipes; products, services; computer software; supplier and service provider information; other information generally regarded as confidential and proprietary; other information marked as confidential or proprietary or that would otherwise appear to a reasonable person to be confidential or proprietary; information of third parties to which the Company or its Affiliates have confidentiality obligations and use restrictions; and all forms of the foregoing information, as well as modifications, enhancements, and improvements to any of the foregoing, including in digital, physical, tangible, and intangible form (hereinafter collectively referred to as the “Confidential Information”). Notwithstanding the foregoing, it is agreed that Confidential Information does not include information regarding the Executive’s own compensation and benefits or information that became generally available to the public other than as a result of a direct or indirect disclosure by the Executive or a representative of the Executive in violation of this Agreement. The Executive agrees that the following obligations are necessary to preserve the confidential and proprietary nature of Confidential Information (including trade secrets), to protect the goodwill of the Company and its Affiliates, and to protect the Company and its Affiliates against harmful competition, harmful solicitation of employees, and other actions by the Executive based on the Executive’s special knowledge acquired during employment that would result in serious adverse consequences for the Company and its Affiliates.

 

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(b) Confidentiality. The Executive shall not, except as may be required to perform the Executive’s duties hereunder or as required by applicable law, during the Executive’s employment with the Company and after it ends (regardless of the reason), without limitation in time or until such information shall have become public other than by the Executive’s unauthorized disclosure, disclose to any third party or use for the Executive’s benefit or the benefit of any third party, whether directly or indirectly, any Confidential Information without the Company’s specific prior written authorization. The Executive shall also hold Confidential Information in the strictest confidence and take all reasonable precautions to prevent any unauthorized use or disclosure. The Executive shall not at any time copy, transmit, reproduce, summarize, or quote or make any commercial or any other use whatsoever of any Confidential Information, except as may be necessary to perform the Executive’s duties as an employee of the Company. The Executive agrees that, as between the Executive and the Company, Confidential Information is property of the Company.

(c) Notification and Assistance Obligations; Subpoena. The Executive shall at all times: (i) promptly notify the Company of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement; and (ii) assist the Company in every reasonable way to retrieve any Confidential Information that was used or disclosed by the Executive or any representative of the Executive in a manner inconsistent with this Section 7, and to mitigate the harm caused by the unauthorized use or disclosure. Further, if the Executive is served with any subpoena or other compulsory judicial or administrative process calling for production of any Confidential Information, the Executive shall immediately notify the Company so that the Company may take such action as the Company deems necessary to protect its interests.

(d) Return of Property. The Executive acknowledges that all Confidential Information is specialized, unique in nature, and of great value to the Company and its Affiliates, and that such Confidential Information gives the Company and its Affiliates a competitive advantage. The Executive agrees to deliver or return to the Company, at the Company’s request at any time or upon termination of the Executive’s employment for any reason, all Confidential Information and all Company property, including any and all documents, disks/drives, laptops, tablets, phones, passwords and credentials, records, lists, data, drawings, prints, notes and written or recorded information (and all copies thereof) furnished by or on behalf of or for the benefit of the Company and its Affiliates or prepared by the Executive during the Executive’s employment with the Company, whether in tangible or electronic form, in the possession or control of the Executive.

(e) Non-Competition. The covenant of noncompetition contained in Section 2 of the Executive’s prior employment agreement dated June 1, 2018, as amended, remains in effect and is incorporated herein by reference, except that the Company will not enforce any covenant to the extent that it (x) applies for more than eighteen (18) months (the “Restricted Period”) following the Termination Date, or (y) would preclude Executive from taking actions that do not relate to the activities and services the Executive provided during the Executive’s employment with the Company or would not involve the Executive’s knowledge of Confidential Information.

(f) Non-Solicitation of Customers. During the Restricted Period, the Executive shall not, on behalf of the Executive or any other individual or entity, (i) solicit or

 

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encourage any person or entity who was a client or customer of the Company or its Affiliates during the Executive’s employment and with whom Executive had contact or about whom Executive gained Confidential Information to: (A) terminate, reduce, or alter in a manner adverse to the Company or its Affiliates any existing business arrangements with the Company or its Affiliates, or (B) transfer existing business from the Company or its Affiliates to any other person or entity; or (ii) solicit any person or entity who was a client or customer of the Company or its Affiliates during the Executive’s employment and with whom Executive had contact or about whom Executive gained Confidential Information for the purpose of providing such person or entity with goods or services competitive with or similar to the goods or services provided by the Company or its Affiliates. Notwithstanding the foregoing, nothing in this Section 7(f) shall be deemed to prohibit solicitation of a person whose sole relationship with the Company or its Affiliates was as an individual consumer.

(g) Non-Solicitation of Employees, Consultants, and Advisors. The Executive agrees that, during the Restricted Period, the Executive will not, directly or indirectly, other than as an employee of and for the benefit of the Company or its Affiliates, solicit, entice, persuade, or induce any individual who is employed by the Company or its Affiliates or engaged by the Company or its Affiliates as a consultant or advisor or similar role (or who was so employed or engaged within six (6) months prior to the Executive’s action) to terminate or refrain from continuing such employment or engagement.

(h) Intellectual Property. The Executive shall disclose promptly and in writing to the Company all inventions, creative works, and any other intellectual property, whether or not patentable or copyrightable, conceived, or created solely or jointly by the Executive during the Executive’s employment with the Company which relate to the business of the Company, and the Executive shall assign all of the Executive’s interest in them to the Company. The Executive shall execute all papers at the Company’s expense, which the Company shall deem necessary to apply for and obtain domestic and foreign patents and copyright registrations, and to protect and enforce the Company’s interest in them. These obligations shall continue beyond the period of the Executive’s employment with respect to inventions or creations conceived or made by the Executive alone or in conjunction with other employees or consultants of the Company or its Affiliates during the Executive’s employment with the Company.

(i) Remedies. In the event of a breach or threatened breach of this Section 7, the Executive acknowledges the Company, including its business interests, will be irreparably harmed, the full extent of the damages to the Company will be impossible to ascertain, and monetary damages alone are not an adequate remedy. Accordingly, the Executive agrees that in addition to any other remedy that may be available to it, the Company shall be entitled to temporary, preliminary, and/or permanent injunctive relief or other equitable relief to remedy any such breach or threatened breach, without bond and without proving actual damages or the inadequacy of money damages, in any court of competent jurisdiction. The Executive agrees that the restrictions of this Agreement are reasonable and no broader than necessary to protect the legitimate business interests of the Company and its Affiliates.

(j) Survival of Provisions. For the avoidance of doubt, the Executive’s obligations contained in this Section 7 shall survive the termination or expiration of the Employment Period and the Executive’s employment with the Company and, as applicable, shall be fully enforceable thereafter in accordance with the terms of this Agreement.

 

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(k) Reformation and Severability. If it is determined by a court, arbitrator, or other adjudicator of competent jurisdiction that any restriction in this Section 7 is excessive with respect to geographic area, duration, or scope or is otherwise unreasonable or unenforceable, it is the intention of the parties that such restriction may be modified or amended by the court, arbitrator, or adjudicator to render it enforceable to the maximum extent permitted by law. In the event that modification is not possible or that the applicable law does not permit such reformation, then the Executive and the Company agree that, because each of the Executive’s obligations in this Section 7 is a separate and independent covenant, any unenforceable obligation shall be severed and all remaining obligations shall be enforced.

(l) Tolling of Restricted Period. If the Executive violates the terms of any of the restrictions set forth in Section 7(e), Section 7(f), or Section 7(g), the Restricted Period shall automatically be extended by the period the Executive was in violation.

(m) Rights Not Subject to Limitation.

(i) Notwithstanding anything in this Agreement, the Executive may (1) disclose Confidential Information that the Executive is specifically required by court order, subpoena, or law to disclose, but agrees to disclose only that portion of Confidential Information that is legally required to be disclosed; (2) report possible violations of law to a government agency or entity or self-regulatory organization or cooperating with such agency or entity or organization; or (3) make whistleblower or other disclosures that are protected under whistleblower provisions of federal or state law.

(ii) The Executive understands that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (1) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

8. NO VIOLATION OF THIRD-PARTY RIGHTS.

(a) The Executive hereby represents, warrants, and covenants to the Company that the Executive:

(i) shall not, during the Executive’s employment with the Company, infringe upon or violate any proprietary rights of any third party (including, without limitation, any third party confidential relationships, patents, copyrights, trade secrets or other proprietary rights);

 

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(ii) is not a party to any agreements with third parties that prevent the Executive from fulfilling the terms of employment and the obligations of this Agreement or which would be breached as a result of the Executive’s execution of this Agreement; and

(iii) agrees to respect any and all valid obligations which the Executive may now have to prior employers or to others relating to confidential information, inventions or discoveries which are the property of those prior employers or others, as the case may he.

(b) If the Executive is in breach of any of the foregoing representations, warranties, and covenants, the Company may immediately terminate this Agreement and treat the Executive as if the Executive were terminated for Cause.

9. WITHHOLDING. The Company shall make such deductions and withhold such amounts from each payment made to the Executive hereunder as may be required from time to time by law, governmental regulation, or order.

10. SECTION 409A. The Executive and the Company acknowledge that each of the payments and benefits promised to the Executive under this Agreement must either comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (together, “Code Section 409A”) or qualify for an exception from compliance. This Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with, or an exemption from, Code Section 409A; provided, the preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to payments under this Agreement, for purposes of Code Section 409A, each payment will be considered as one of a series of separate payments. The Executive and the Company further agree that, to the extent not otherwise exempt, the termination benefits described in this agreement are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or as payments pursuant to a separation pay plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment obligation is considered “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)), the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treasury Regulation Section 1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh (7th) month beginning after the date of the Executive’s separation from service or, if earlier, within fifteen (15) days after the

 

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appointment of the personal representative or executor of the Executive’s estate following the Executive’s death solely to the extent such a delay is required to avoid the imposition of excise taxes under Code Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code, if any; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

11. PARACHUTE PAYMENTS. Notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Executive and the Company or its Affiliates, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section 11 (the “Other Agreements”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company or any of its Affiliates for the direct or indirect compensation of the Executive (including groups or classes of participants or beneficiaries of which the Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Executive (a “Benefit Arrangement”), if the Executive is a “disqualified individual,” as defined in Section 280G(c) of the Code, any right to receive any payment or other benefit under this Agreement shall not become payable, exercisable or vested (i) to the extent that such right to payment, exercise, vesting, or benefit, taking into account all other rights, payments, or benefits to or for Executive under the Agreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Executive under this Agreement to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Executive from the Company or any of its Affiliates under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Agreement, in conjunction with all other rights, payments, or benefits to or for the Executive under the Agreement, any Other Agreement or any Benefit Arrangement would cause the Executive to be considered to have received a Parachute Payment under this Agreement that would have the effect of decreasing the after-tax amount received by the Executive as described in clause (ii) of the preceding sentence, then the Executive shall have the right, in the Executive’s sole discretion, to designate those rights, payments, or benefits under this Agreement, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Executive under this Agreement be deemed to be a Parachute Payment; provided, however, that, to the extent any payment or benefit constitutes deferred compensation under Code Section 409A, to the extent necessary to comply with Code Section 409A, the reduction or elimination will be performed in the following order:

 

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(A) reduction of cash payments; (B) reduction of COBRA benefits; (C) cancellation of acceleration of vesting on any equity awards for which the exercise price exceeds the then fair market value of the underlying equity; and (D) cancellation of acceleration of vesting of equity awards not covered under (C) above; provided, however that in the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of such equity awards, that is, later granted equity awards shall be canceled before earlier granted equity awards.

12. CLAWBACK POLICIES. The Executive is subject to any recoupment or clawback policies that the Company may implement or maintain at any time regarding incentive-based compensation, which is granted or awarded to Executive on or after the date of this Agreement. Such policies may include the right to recover incentive-based compensation (including stock options awarded as compensation) awarded or received during the three-year period preceding the date on which the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under federal securities laws. The Executive agrees to amend any awards and agreements entered into on or after the date of this Agreement as the Company may request to reasonably implement to policies.

13. NOTICES. Any notice, demand, or communication required, permitted, or desired to be given hereunder shall be deemed effectively given when personally delivered or mailed by prepaid certified mail, return receipt requested, addressed as follows:

If to the Company:

Laird Superfood, Inc.

275 W. Lundgren Mill Drive

Sisters, Oregon 97759

Attn: General Counsel

If to the Executive, at the address for the Executive then on file with the Company.

Either party may change such party’s address for notices by notice duly given pursuant hereto.

14. GOVERNING LAW AND FORUM SELECTION. This Agreement and the legal relations thus created between the parties hereto shall be governed by and construed under and in accordance with the laws of the State of Oregon, without regard to its conflicts of law principles. Except for an action by the Company seeking injunctive relief (which may be brought in any court immediately and without complying with any dispute resolution procedures), all disputes arising out of or related to this Agreement or the Executive’s employment with the Company shall be resolved exclusively by the state or federal courts with jurisdiction over Sisters, Oregon and each party irrevocably submits to the jurisdiction of any such court in any such action, suit, or proceeding and to the laying of venue in such court in connection with such action.

15. ENTIRE AGREEMENT; TERMINATION OF PRIOR AGREEMENTS. This Agreement contains the entire understanding of the parties relating to the employment of

 

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the Executive. This Agreement terminates and supersedes and any and all prior agreements and understandings between the parties with respect to the Executive’s employment and compensation by the Company, whether oral or written, including without limitation any employment agreement previously entered into between the Executive and the Company, except (a) this Agreement is in addition to and does not supersede any confidentiality, intellectual, or restrictive covenant obligations owed by the Executive to the Company in any other agreements which provide the Company with cumulative and not alternative rights; (b) this Agreement does not supersede the stock options granted February 24, 2016 and February 21, 2018; and (c) this Agreement does not supersede the provisions of prior agreements that are expressly incorporated to this Agreement by reference.

16. WAIVER; MODIFICATION. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. This Agreement shall not be modified in any respect except by a writing executed by each party hereto.

17. ASSIGNMENT; SUCCESSORS. This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive. The obligations of the Executive hereunder shall be binding upon the Executive’s heirs, administrators, executors, successors, permitted assigns, and other legal representatives. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Company’s successors and assigns.

18. SEVERABILITY. Except as provided in Section 7(k) hereof, in the event that a court of competent jurisdiction or other adjudicator determines that any portion of this Agreement is in violation of any statute or public policy or otherwise unlawful or unenforceable, only the portions of this Agreement that violate such statute or public policy or are otherwise unlawful or unenforceable shall be stricken. All portions of this Agreement that do not violate any statute, public policy, or other law shall continue in full force and effect. Furthermore, if permitted by law, any order striking any portion of this Agreement shall modify the stricken terms as little as possible to give as much effect as possible to the intentions of the parties under this Agreement.

19. SURVIVAL. The Executive acknowledges that, certain provisions, by their terms, survive termination of this Agreement.

20. HEADINGS; INCONSISTENCY. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the Company, the terms of this Agreement shall control.

21. COUNTERPARTS AND DIGITAL SIGNATURE. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of

 

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which taken together shall constitute one and the same instrument. In the event that any signature is delivered via e-mail transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such digital signature page were an original signature.

22. REPRESENTATION BY COUNSEL; INTERPRETATION. Each party acknowledges that it has had the opportunity to be represented by counsel in connection with this Agreement. Any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived.

[Signature Page(s) Follow]

 

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has hereunto signed this Agreement on the dates written below.

 

LAIRD SUPERFOOD, INC.

 

 

By:    

Title:

   

 

Date:    

 

 

EXECUTIVE

 

 

Paul W. Hodge Jr.

Date:

   

 

EX-10.10 11 d934473dex1010.htm EX-10.10 EX-10.10

Exhibit 10.10

FORM OF

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective as of the Effective Date (defined below), by and between Valerie Ells (the “Executive”) and Laird Superfood, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Company and the Executive desire to enter into this Agreement in order to set forth the terms and conditions of the Executive’s employment with the Company;

WHEREAS, the Company has been pursuing a potential initial public offering (the “IPO”); and

WHEREAS, in connection with the IPO, the parties intend to amend, restate, and supersede any prior employment agreement entered into between the Executive and the Company and to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company hereby agree as follows:

1. EMPLOYMENT. The Company hereby employs the Executive and the Executive hereby accepts employment as the Chief Financial Officer of the Company. The Executive shall have all the duties, responsibilities, and authority attendant to this position and shall render services consistent with such position on the terms set forth herein and shall report to the Chief Executive Officer (the “Supervisor”). In addition, the Executive shall have such other executive and managerial powers and duties with respect to the Company as may be assigned to the Executive by the Supervisor. The Executive agrees to devote all of the Executive’s working time and best efforts to the business and affairs of the Company, subject to reasonable periods of vacation and other leave to which the Executive is entitled and shall not engage in activities that substantially interfere with such performance.

2. TERM OF AGREEMENT. The term of this Agreement shall commence as of the later of (a) the consummation of the IPO or (b) the date it is fully executed (the “Effective Date”) and shall continue until terminated pursuant to Section 6. The Executive’s period of employment under this Agreement shall be referred to as the “Employment Period.” The Executive and the Company expressly agree that this Agreement is contingent upon the consummation of the IPO by no later than October 31, 2020 and that in the event the IPO is not consummated by that date for any reason, this Agreement is null and void and of no force or effect whatsoever.

3. LOCATION. The Executive shall be based at 275 W. Lundgren Mill Drive Sisters, Oregon 97759. The Executive shall engage in reasonable travel to other locations on Company business consistent with the Executive’s position.


4. COMPENSATION.

(a) Base Salary. During the Employment Period, the Company shall pay the Executive a base salary (“Base Salary”) at an initial annualized rate of $200,000 per year, payable in accordance with the Company’s regular payroll practices relating to salaried employees. The Supervisor may review the Base Salary from year to year and may approve an increase in the Base Salary as the Supervisor deems appropriate.

(b) Bonus. Commencing with calendar year 2021, Executive shall be entitled to earn an annual bonus with respect to each calendar year, based on the Executive’s and the Company’s achievement of performance objectives set by the Supervisor in its discretion, with a target bonus of 50% of Executive’s Base Salary for such year, and a maximum bonus of 100% of Executive’s Base Salary. The extent to which the objectives have been achieved will be determined by the Supervisor in its discretion. Any such bonus shall be paid annually by March 15 of the year following the end of the year to which such bonus relates. The Executive is not entitled to receive a bonus, and shall not have earned such bonus, unless the Executive is employed on the payment date of the bonus. In calendar year 2020, Executive shall be eligible for a bonus consistent with that certain 2020 Executive Bonus Memorandum previously provided to Executive, as determined by the Board of Directors of the Company.

(c) Equity Compensation. The Executive will be eligible to receive equity awards under the Company’s 2020 Omnibus Incentive Plan, as may be amended from time to time, or any successor to such plan, and to participate in any future long-term incentive programs made generally available to the Company’s executives as determined by the Board of Directors of the Company.

5. FRINGE BENEFITS.

(a) General. During the Employment Period, the Executive shall be eligible to participate in or receive benefits under any employee benefit plan or arrangement (e.g., health insurance) made available by the Company, to the extent and in accordance with the terms and conditions of those plans or arrangements as they may exist from time to time.

(b) Paid Time Off. During the Employment Period, the Executive shall be entitled to take paid time off and sick leave in accordance with the Company’s standard employment policies, as they may exist and be amended from time to time.

(c) Business Expenses. During the Employment Period, the Company shall promptly reimburse the Executive for all reasonable expenses incurred by the Executive in the performance of the Executive’s duties under this Agreement, including all reasonable travel expenses and business meals, provided that such expenses are incurred and accounted for in accordance with the Company’s policies and procedures, as they may exist from time to time.

 

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6. TERMINATION.

(a) Permitted Terminations. The Executive’s employment during the Employment Period may be terminated by the Company or the Executive immediately for any reason, with or without notice, including the following:

(i) Death. The Executive’s employment shall terminate automatically upon the Executive’s death without any further notice or action required by the Company or the Executive’s legal representatives.

(ii) By the Company. The Company may terminate the Executive’s employment in the following circumstances:

(A) Disability. The Company may terminate the Executive’s employment for Disability. “Disability” means the Executive’s substantial inability (including by virtue of physical or mental illness, injury, disability, or other incapacity) to perform the essential functions of the Executive’s position (with or without reasonable accommodation, as required by law for the Executive) for a period of ninety (90) consecutive days or more than one hundred twenty (120) days in any twelve (12)-month period; provided that until such termination, the Executive shall continue to receive the Executive’s compensation and benefits hereunder, reduced by benefits payable, if any, under any disability insurance policy or plan. If there is a dispute as to the existence of Disability, the Executive’s Disability will be established if a qualified medical doctor selected by the parties so certifies in writing. If the parties are unable to agree on the selection of such a doctor, each party will designate a qualified medical doctor who together will select a third doctor who will make the determination. The Executive will be available for an examination by a doctor selected in accordance with this paragraph, which examination will be paid by the Company. The written medical opinion of the doctor shall be binding upon the parties as to whether a Disability exists and the date such Disability arose. The foregoing shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act (to the extent that it is applicable) and any applicable state or local laws.

(B) Cause. The Company may immediately terminate the Executive’s employment hereunder for Cause (subject to any cure periods described below). For purposes of this Agreement “Cause” shall mean the Executive’s: (1) material failure to observe and comply with any of the Company’s material written policies, including without limitation its policies prohibiting harassment (sexual or otherwise) and discrimination; (2) continued failure to substantially perform the Executive’s material duties with the Company, which is not cured within thirty (30) calendar days after receipt by the Executive of written notice of such failure; (3) willful failure to carry out, or comply with, in any material respect any lawful and reasonable written directive of the Supervisor; (4) commission of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of no contest or imposition of unadjudicated probation for any felony or any crime involving moral turpitude; (5) commission of any act of dishonesty, illegal conduct, unethical conduct, fraud, embezzlement, misappropriation, material misconduct, breach of fiduciary duty, or other act of moral turpitude in connection with the Executive’s employment or which is or which is reasonably expected to be materially injurious to the Company or its Affiliates (defined below); (6) material or willful breach of this Agreement; or (7) at any time engaging in any form of willful misconduct or any other action or omission that is damaging to the Company or its Affiliates (defined below) or their respective reputations, products, services or customers.

 

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(C) Without Cause. The Company may immediately terminate the Executive’s employment hereunder for a reason other than Cause or Disability.

(iii) By the Executive. The Executive shall have the right to terminate the Executive’s employment in the following circumstances:

(A) Good Reason. The Executive shall have the right to terminate the Executive’s employment hereunder at any time for Good Reason (subject to any notice and cure periods described below). For purposes of this Agreement, “Good Reason” shall mean that any of the following has occurred without the Executive’s consent: (1) a material diminution in the Executive’s Base Salary; (2) a material diminution in the Executive’s job title, duties, responsibilities, or authority (other than changes made due to the Executive’s incapacity); or (3) the relocation of the Executive’s primary office location to a location outside a 35-mile radius from the location set forth in Section 3. To terminate the Executive’s employment for Good Reason, (x) the Executive must provide written notice to the Supervisor within sixty (60) days of the first occurrence of any such matter constituting Good Reason, (y) the Company shall have forty-five (45) days after receipt of written notice from the Executive specifying the matter constituting Good Reason within which to cure such matter, and such Good Reason shall not exist unless the Company fails to cure such matter within such cure period, and (z) the Executive must actually terminate the Executive’s employment within thirty (30) days following the expiration of such cure period.

(B) Without Good Reason. The Executive shall have the right to immediately terminate the Executive’s employment for a reason other than Good Reason.

(b) Notice of Termination. Any purported termination of the Executive’s employment by the Company or the Executive during the Employment Period shall be communicated by a written Notice of Termination to the other party hereto in accordance with Section 13. A “Notice of Termination” means a written notice that indicates the specific termination provision in this Agreement relied upon.

(c) Date of Termination. “Date of Termination” shall mean:

(i) if the Executive’s employment is terminated because of death, the date of the Executive’s death; and

(ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination; provided, however, that the date specified in the Notice of Termination shall not be a date prior to the date such Notice of Termination is given or the expiration of any required notice or cure period.

 

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(d) Accrued and Unpaid Benefits Upon Termination. Following the termination of the Executive’s employment for any reason during the Employment Period, the Executive (or the Executive’s legal representative or estate if termination is because of death) shall receive:

(i) any earned, but unpaid, Base Salary through the Date of Termination;

(ii) any amounts owing to the Executive for reimbursement of expenses properly incurred by the Executive prior to the Date of Termination which are reimbursable in accordance with Section 5(c); and

(iii) any accrued and vested employee benefits, subject to the terms of the applicable employee benefit plans.

The amounts payable under this Section 6(d) (the “Accrued Benefits”) shall be paid at the time such payments would otherwise be due under the Company’s regular payroll practices, applicable Company policies or plans, or a time if required by applicable law.

(e) Additional Termination Benefits. If the Executive’s employment is terminated by the Company during the Employment Period without Cause, or by the Executive for Good Reason, the Company shall pay or provide, in addition to the Accrued Benefits described in Section 6(d) above, the following benefits, which are referred to as the “Severance Benefits”:

(i) a lump sum payment equal to twelve (12) months of Base Salary then in effect, payable on the first payroll date occurring after the sixtieth (60th) day following the Date of Termination; and

(ii) if the Executive timely elects participation in the Company’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or any state law statute that provides for the continuation of benefits under such plan (collectively, “COBRA”), the Company will pay the full cost of COBRA coverage for twelve (12) months, at the coverage level the Executive (including the Executive’s dependents) had immediately before the Date of Termination, provided, however, that such payments shall end immediately following the earliest of the following: (1) the date the Executive becomes eligible for health, dental, or vision coverage of a subsequent employer; (2) the date the Executive is no longer eligible to receive COBRA continuation coverage.

(f) Change in Control Severance. If the Executive’s employment is terminated by the Company during the Employment Period without Cause, or by the Executive for Good Reason, and such termination occurs within two (2) years after the occurrence of a Change in Control (defined below), then the Severance Benefits described in Section 6(e) shall not apply and will not be paid or provided and instead, the Company shall pay or provide, in addition to the Accrued Benefits described in Section 6(d) above, the following Severance Benefits:

 

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(i) a lump sum payment equal to twenty-four (24) months of Base Salary then in effect, payable on the first payroll date occurring after the sixtieth (60th) day following the Date of Termination; and

(ii) if the Executive timely elects participation in the Company’s group health insurance plan pursuant to COBRA, the Company will pay the full cost of COBRA coverage for eighteen (18) months, at the coverage level the Executive (including the Executive’s dependents) had immediately before the Date of Termination, provided, however, that such payments shall end immediately following the earliest of the following: (1) the date the Executive becomes eligible for health, dental, or vision coverage of a subsequent employer; (2) the date the Executive is no longer eligible to receive COBRA continuation coverage.

For purposes of this Agreement, “Change in Control” is defined as the occurrence of any of the following after the Effective Date: (i) a sale of all or substantially all of the assets of the Company; (ii) the acquisition of more than 50% of the voting power of the outstanding securities of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, reorganization, merger or consolidation) unless the Company’s stockholders of record as constituted immediately prior to such acquisition will, immediately after such acquisition (by virtue of their continuing to hold such stock and/or their receipt in exchange therefor of securities issued as consideration for the Company’s outstanding stock) hold at least 50% of the voting power of the surviving or acquiring entity; or (iii) any reorganization, merger or consolidation in which the Company is not the surviving entity, excluding any merger effected exclusively for the purpose of changing the domicile of the Company and excluding any reorganization, merger or consolidation in which the Company’s stockholders of record as constituted immediately prior to such reorganization, merger or consolidation will, immediately after such reorganization, merger or consolidation (by virtue of their continuing to hold such stock and/or their receipt in exchange therefor of securities issued as consideration for the Company’s outstanding stock) hold at least 50% of the voting power of the surviving or acquiring entity in any such reorganization, merger or consolidation.

(g) Requirement of Release. Payment or provision of any of the Severance Benefits is contingent upon the Executive, within sixty (60) days of the Date of Termination, executing and delivering to the Company, and allowing to become irrevocable and effective, a general release of claims in a form acceptable to the Company. Notwithstanding any other provisions of this Agreement, no portion of the Severance Benefits will be paid or provided until the conditions of the foregoing sentence are satisfied. Payment of the Severance Benefits is also contingent upon Executive’s full and continued compliance with the provisions of Section 7 of this Agreement.

(h) Post-Employment Cooperation. Upon or after termination of the Executive’s employment at any time and for any reason, the Executive agrees to take the following actions:

(i) If requested by the Company at any time, the Executive shall immediately resign from any and all positions the Executive holds with the Company and its Affiliates, including any positions on the Board of Directors of the Company. “Affiliates” as used in this Agreement includes any person, corporation, partnership, general partner, or other entity that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Company.

 

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(ii) The Executive shall cooperate with transition of the Executive’s responsibilities, and comply with other reasonable post-employment requests by the Company including responding to reasonable requests it may make for information and assisting the Company in defense of any pending, threatened, or anticipated litigation, proceeding, or inquiry in matters which the Company reasonably determines the Executive’s participation to be necessary; provided that any such cooperation will take into account the Executive’s other scheduling needs. The Executive shall not be entitled to compensation for providing the foregoing cooperation and assistance, however, the Executive shall be reimbursed for reasonable and necessary out-of-pocket expenditures (not including attorneys’ fees).

(iii) The Executive will execute any documents requested by the Company to affect the purposes of this Section 6(h).

7. RESTRICTIVE COVENANTS.

(a) Acknowledgment. The Executive understands and agrees that the Executive will occupy a position of trust and confidence with respect to the Company’s business affairs, and the Executive will be privy to non-public information relating to the Company and its Affiliates, including, without limitation, their business relationships; negotiations; past, present and prospective activities; methods of doing business; business models; know-how; trade secrets; customer and supplier lists; the identity of potential customers; marketing plans; financial and technical information; discoveries; ideas; designs; drawings; specifications; techniques; programs; systems; processes; models; data; documentation; formulae; recipes; products, services; computer software; supplier and service provider information; other information generally regarded as confidential and proprietary; other information marked as confidential or proprietary or that would otherwise appear to a reasonable person to be confidential or proprietary; information of third parties to which the Company or its Affiliates have confidentiality obligations and use restrictions; and all forms of the foregoing information, as well as modifications, enhancements, and improvements to any of the foregoing, including in digital, physical, tangible, and intangible form (hereinafter collectively referred to as the “Confidential Information”). Notwithstanding the foregoing, it is agreed that Confidential Information does not include information regarding the Executive’s own compensation and benefits or information that became generally available to the public other than as a result of a direct or indirect disclosure by the Executive or a representative of the Executive in violation of this Agreement. The Executive agrees that the following obligations are necessary to preserve the confidential and proprietary nature of Confidential Information (including trade secrets), to protect the goodwill of the Company and its Affiliates, and to protect the Company and its Affiliates against harmful competition, harmful solicitation of employees, and other actions by the Executive based on the Executive’s special knowledge acquired during employment that would result in serious adverse consequences for the Company and its Affiliates.

 

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(b) Confidentiality. The Executive shall not, except as may be required to perform the Executive’s duties hereunder or as required by applicable law, during the Executive’s employment with the Company and after it ends (regardless of the reason), without limitation in time or until such information shall have become public other than by the Executive’s unauthorized disclosure, disclose to any third party or use for the Executive’s benefit or the benefit of any third party, whether directly or indirectly, any Confidential Information without the Company’s specific prior written authorization. The Executive shall also hold Confidential Information in the strictest confidence and take all reasonable precautions to prevent any unauthorized use or disclosure. The Executive shall not at any time copy, transmit, reproduce, summarize, or quote or make any commercial or any other use whatsoever of any Confidential Information, except as may be necessary to perform the Executive’s duties as an employee of the Company. The Executive agrees that, as between the Executive and the Company, Confidential Information is property of the Company.

(c) Notification and Assistance Obligations; Subpoena. The Executive shall at all times: (i) promptly notify the Company of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement; and (ii) assist the Company in every reasonable way to retrieve any Confidential Information that was used or disclosed by the Executive or any representative of the Executive in a manner inconsistent with this Section 7, and to mitigate the harm caused by the unauthorized use or disclosure. Further, if the Executive is served with any subpoena or other compulsory judicial or administrative process calling for production of any Confidential Information, the Executive shall immediately notify the Company so that the Company may take such action as the Company deems necessary to protect its interests.

(d) Return of Property. The Executive acknowledges that all Confidential Information is specialized, unique in nature, and of great value to the Company and its Affiliates, and that such Confidential Information gives the Company and its Affiliates a competitive advantage. The Executive agrees to deliver or return to the Company, at the Company’s request at any time or upon termination of the Executive’s employment for any reason, all Confidential Information and all Company property, including any and all documents, disks/drives, laptops, tablets, phones, passwords and credentials, records, lists, data, drawings, prints, notes and written or recorded information (and all copies thereof) furnished by or on behalf of or for the benefit of the Company and its Affiliates or prepared by the Executive during the Executive’s employment with the Company, whether in tangible or electronic form, in the possession or control of the Executive.

(e) Non-Competition. The covenant of noncompetition contained in Section 2 of the Executive’s prior employment agreement dated April 1, 2018, as amended, remains in effect and is incorporated herein by reference, except that the Company will not enforce any covenant to the extent that it (x) applies for more than eighteen (18) months (the “Restricted Period”) following the Termination Date, or (y) would preclude Executive from taking actions that do not relate to the activities and services the Executive provided during the Executive’s employment with the Company or would not involve the Executive’s knowledge of Confidential Information.

(f) Non-Solicitation of Customers. During the Restricted Period, the Executive shall not, on behalf of the Executive or any other individual or entity, (i) solicit or encourage any

 

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person or entity who was a client or customer of the Company or its Affiliates during the Executive’s employment and with whom Executive had contact or about whom Executive gained Confidential Information to: (A) terminate, reduce, or alter in a manner adverse to the Company or its Affiliates any existing business arrangements with the Company or its Affiliates, or (B) transfer existing business from the Company or its Affiliates to any other person or entity; or (ii) solicit any person or entity who was a client or customer of the Company or its Affiliates during the Executive’s employment and with whom Executive had contact or about whom Executive gained Confidential Information for the purpose of providing such person or entity with goods or services competitive with or similar to the goods or services provided by the Company or its Affiliates. Notwithstanding the foregoing, nothing in this Section 7(f) shall be deemed to prohibit solicitation of a person whose sole relationship with the Company or its Affiliates was as an individual consumer.

(g) Non-Solicitation of Employees, Consultants, and Advisors. The Executive agrees that, during the Restricted Period, the Executive will not, directly or indirectly, other than as an employee of and for the benefit of the Company or its Affiliates, solicit, entice, persuade, or induce any individual who is employed by the Company or its Affiliates or engaged by the Company or its Affiliates as a consultant or advisor or similar role (or who was so employed or engaged within six (6) months prior to the Executive’s action) to terminate or refrain from continuing such employment or engagement.

(h) Intellectual Property. The Executive shall disclose promptly and in writing to the Company all inventions, creative works, and any other intellectual property, whether or not patentable or copyrightable, conceived, or created solely or jointly by the Executive during the Executive’s employment with the Company which relate to the business of the Company, and the Executive shall assign all of the Executive’s interest in them to the Company. The Executive shall execute all papers at the Company’s expense, which the Company shall deem necessary to apply for and obtain domestic and foreign patents and copyright registrations, and to protect and enforce the Company’s interest in them. These obligations shall continue beyond the period of the Executive’s employment with respect to inventions or creations conceived or made by the Executive alone or in conjunction with other employees or consultants of the Company or its Affiliates during the Executive’s employment with the Company.

(i) Remedies. In the event of a breach or threatened breach of this Section 7, the Executive acknowledges the Company, including its business interests, will be irreparably harmed, the full extent of the damages to the Company will be impossible to ascertain, and monetary damages alone are not an adequate remedy. Accordingly, the Executive agrees that in addition to any other remedy that may be available to it, the Company shall be entitled to temporary, preliminary, and/or permanent injunctive relief or other equitable relief to remedy any such breach or threatened breach, without bond and without proving actual damages or the inadequacy of money damages, in any court of competent jurisdiction. The Executive agrees that the restrictions of this Agreement are reasonable and no broader than necessary to protect the legitimate business interests of the Company and its Affiliates.

(j) Survival of Provisions. For the avoidance of doubt, the Executive’s obligations contained in this Section 7 shall survive the termination or expiration of the Employment Period and the Executive’s employment with the Company and, as applicable, shall be fully enforceable thereafter in accordance with the terms of this Agreement.

 

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(k) Reformation and Severability. If it is determined by a court, arbitrator, or other adjudicator of competent jurisdiction that any restriction in this Section 7 is excessive with respect to geographic area, duration, or scope or is otherwise unreasonable or unenforceable, it is the intention of the parties that such restriction may be modified or amended by the court, arbitrator, or adjudicator to render it enforceable to the maximum extent permitted by law. In the event that modification is not possible or that the applicable law does not permit such reformation, then the Executive and the Company agree that, because each of the Executive’s obligations in this Section 7 is a separate and independent covenant, any unenforceable obligation shall be severed and all remaining obligations shall be enforced.

(l) Tolling of Restricted Period. If the Executive violates the terms of any of the restrictions set forth in Section 7(e), Section 7(f), or Section 7(g), the Restricted Period shall automatically be extended by the period the Executive was in violation.

(m) Rights Not Subject to Limitation.

(i) Notwithstanding anything in this Agreement, the Executive may (1) disclose Confidential Information that the Executive is specifically required by court order, subpoena, or law to disclose, but agrees to disclose only that portion of Confidential Information that is legally required to be disclosed; (2) report possible violations of law to a government agency or entity or self-regulatory organization or cooperating with such agency or entity or organization; or (3) make whistleblower or other disclosures that are protected under whistleblower provisions of federal or state law.

(ii) The Executive understands that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (1) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

8. NO VIOLATION OF THIRD-PARTY RIGHTS.

(a) The Executive hereby represents, warrants, and covenants to the Company that the Executive:

(i) shall not, during the Executive’s employment with the Company, infringe upon or violate any proprietary rights of any third party (including, without limitation, any third party confidential relationships, patents, copyrights, trade secrets or other proprietary rights);

 

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(ii) is not a party to any agreements with third parties that prevent the Executive from fulfilling the terms of employment and the obligations of this Agreement or which would be breached as a result of the Executive’s execution of this Agreement; and

(iii) agrees to respect any and all valid obligations which the Executive may now have to prior employers or to others relating to confidential information, inventions or discoveries which are the property of those prior employers or others, as the case may he.

(b) If the Executive is in breach of any of the foregoing representations, warranties, and covenants, the Company may immediately terminate this Agreement and treat the Executive as if the Executive were terminated for Cause.

9. WITHHOLDING. The Company shall make such deductions and withhold such amounts from each payment made to the Executive hereunder as may be required from time to time by law, governmental regulation, or order.

10. SECTION 409A. The Executive and the Company acknowledge that each of the payments and benefits promised to the Executive under this Agreement must either comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (together, “Code Section 409A”) or qualify for an exception from compliance. This Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with, or an exemption from, Code Section 409A; provided, the preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to payments under this Agreement, for purposes of Code Section 409A, each payment will be considered as one of a series of separate payments. The Executive and the Company further agree that, to the extent not otherwise exempt, the termination benefits described in this agreement are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or as payments pursuant to a separation pay plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment obligation is considered “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)), the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treasury Regulation Section 1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh (7th) month beginning after the date of the Executive’s separation from service or, if earlier, within fifteen (15) days after the

 

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appointment of the personal representative or executor of the Executive’s estate following the Executive’s death solely to the extent such a delay is required to avoid the imposition of excise taxes under Code Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code, if any; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

11. PARACHUTE PAYMENTS. Notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Executive and the Company or its Affiliates, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section 11 (the “Other Agreements”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company or any of its Affiliates for the direct or indirect compensation of the Executive (including groups or classes of participants or beneficiaries of which the Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Executive (a “Benefit Arrangement”), if the Executive is a “disqualified individual,” as defined in Section 280G(c) of the Code, any right to receive any payment or other benefit under this Agreement shall not become payable, exercisable or vested (i) to the extent that such right to payment, exercise, vesting, or benefit, taking into account all other rights, payments, or benefits to or for Executive under the Agreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Executive under this Agreement to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Executive from the Company or any of its Affiliates under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Agreement, in conjunction with all other rights, payments, or benefits to or for the Executive under the Agreement, any Other Agreement or any Benefit Arrangement would cause the Executive to be considered to have received a Parachute Payment under this Agreement that would have the effect of decreasing the after-tax amount received by the Executive as described in clause (ii) of the preceding sentence, then the Executive shall have the right, in the Executive’s sole discretion, to designate those rights, payments, or benefits under this Agreement, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Executive under this Agreement be deemed to be a Parachute Payment; provided, however, that, to the extent any payment or benefit constitutes deferred compensation under Code Section 409A, to the extent necessary to comply with Code Section 409A, the reduction or elimination will be performed in the following order:

 

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(A) reduction of cash payments; (B) reduction of COBRA benefits; (C) cancellation of acceleration of vesting on any equity awards for which the exercise price exceeds the then fair market value of the underlying equity; and (D) cancellation of acceleration of vesting of equity awards not covered under (C) above; provided, however that in the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of such equity awards, that is, later granted equity awards shall be canceled before earlier granted equity awards.

12. CLAWBACK POLICIES. The Executive is subject to any recoupment or clawback policies that the Company may implement or maintain at any time regarding incentive-based compensation, which is granted or awarded to Executive on or after the date of this Agreement. Such policies may include the right to recover incentive-based compensation (including stock options awarded as compensation) awarded or received during the three-year period preceding the date on which the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under federal securities laws. The Executive agrees to amend any awards and agreements entered into on or after the date of this Agreement as the Company may request to reasonably implement to policies.

13. NOTICES. Any notice, demand, or communication required, permitted, or desired to be given hereunder shall be deemed effectively given when personally delivered or mailed by prepaid certified mail, return receipt requested, addressed as follows:

If to the Company:

Laird Superfood, Inc.

275 W. Lundgren Mill Drive

Sisters, Oregon 97759

Attn: General Counsel

If to the Executive, at the address for the Executive then on file with the Company.

Either party may change such party’s address for notices by notice duly given pursuant hereto.

14. GOVERNING LAW AND FORUM SELECTION. This Agreement and the legal relations thus created between the parties hereto shall be governed by and construed under and in accordance with the laws of the State of Oregon, without regard to its conflicts of law principles. Except for an action by the Company seeking injunctive relief (which may be brought in any court immediately and without complying with any dispute resolution procedures), all disputes arising out of or related to this Agreement or the Executive’s employment with the Company shall be resolved exclusively by the state or federal courts with jurisdiction over Sisters, Oregon and each party irrevocably submits to the jurisdiction of any such court in any such action, suit, or proceeding and to the laying of venue in such court in connection with such action.

 

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15. ENTIRE AGREEMENT; TERMINATION OF PRIOR AGREEMENTS. This Agreement contains the entire understanding of the parties relating to the employment of the Executive. This Agreement terminates and supersedes and any and all prior agreements and understandings between the parties with respect to the Executive’s employment and compensation by the Company, whether oral or written, including without limitation any employment agreement previously entered into between the Executive and the Company, except (a) this Agreement is in addition to and does not supersede any confidentiality, intellectual, or restrictive covenant obligations owed by the Executive to the Company in any other agreements which provide the Company with cumulative and not alternative rights; (b) this Agreement does not supersede the stock options granted March 11, 2018, June 15, 2018 and May 1, 2019; and (c) this Agreement does not supersede the provisions of prior agreements that are expressly incorporated to this Agreement by reference.

16. WAIVER; MODIFICATION. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. This Agreement shall not be modified in any respect except by a writing executed by each party hereto.

17. ASSIGNMENT; SUCCESSORS. This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive. The obligations of the Executive hereunder shall be binding upon the Executive’s heirs, administrators, executors, successors, permitted assigns, and other legal representatives. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Company’s successors and assigns.

18. SEVERABILITY. Except as provided in Section 7(k) hereof, in the event that a court of competent jurisdiction or other adjudicator determines that any portion of this Agreement is in violation of any statute or public policy or otherwise unlawful or unenforceable, only the portions of this Agreement that violate such statute or public policy or are otherwise unlawful or unenforceable shall be stricken. All portions of this Agreement that do not violate any statute, public policy, or other law shall continue in full force and effect. Furthermore, if permitted by law, any order striking any portion of this Agreement shall modify the stricken terms as little as possible to give as much effect as possible to the intentions of the parties under this Agreement.

19. SURVIVAL. The Executive acknowledges that, certain provisions, by their terms, survive termination of this Agreement.

20. HEADINGS; INCONSISTENCY. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the Company, the terms of this Agreement shall control.

 

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21. COUNTERPARTS AND DIGITAL SIGNATURE. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. In the event that any signature is delivered via e-mail transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such digital signature page were an original signature.

22. REPRESENTATION BY COUNSEL; INTERPRETATION. Each party acknowledges that it has had the opportunity to be represented by counsel in connection with this Agreement. Any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived.

[Signature Page(s) Follow]

 

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has hereunto signed this Agreement on the dates written below.

 

LAIRD SUPERFOOD, INC.

 
By:    
Title:    
Date:    

 

EXECUTIVE

 

Valerie Ells

Date:    
EX-10.11 12 d934473dex1011.htm EX-10.11 EX-10.11

Exhibit 10.11

FORM OF

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective as of the Effective Date (defined below), by and between Luan Pham (the “Executive”) and Laird Superfood, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Company and the Executive desire to enter into this Agreement in order to set forth the terms and conditions of the Executive’s employment with the Company;

WHEREAS, the Company has been pursuing a potential initial public offering (the “IPO”); and

WHEREAS, in connection with the IPO, the parties intend to amend, restate, and supersede any prior employment agreement entered into between the Executive and the Company and to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company hereby agree as follows:

1. EMPLOYMENT. The Company hereby employs the Executive and the Executive hereby accepts employment as the Chief Marketing and Revenue Officer of the Company. The Executive shall have all the duties, responsibilities, and authority attendant to this position and shall render services consistent with such position on the terms set forth herein and shall report to the Chief Executive Officer (the “Supervisor”). In addition, the Executive shall have such other executive and managerial powers and duties with respect to the Company as may be assigned to the Executive by the Supervisor. The Executive agrees to devote all of the Executive’s working time and best efforts to the business and affairs of the Company, subject to reasonable periods of vacation and other leave to which the Executive is entitled and shall not engage in activities that substantially interfere with such performance.

2. TERM OF AGREEMENT. The term of this Agreement shall commence as of the later of (a) the consummation of the IPO or (b) the date it is fully executed (the “Effective Date”) and shall continue until no later than December 31, 2020 (the “Retirement Date”), unless terminated earlier pursuant to Section 6. The Executive’s period of employment under this Agreement shall be referred to as the “Employment Period.” The Executive and the Company expressly agree that this Agreement is contingent upon the consummation of the IPO by no later than October 31, 2020 and that in the event the IPO is not consummated by that date for any reason, this Agreement is null and void and of no force or effect whatsoever.

3. LOCATION. The Executive shall be based at 275 W. Lundgren Mill Drive Sisters, Oregon 97759. The Executive shall engage in reasonable travel to other locations on Company business consistent with the Executive’s position.


4. COMPENSATION.

(a) Base Salary. During the Employment Period, the Company shall pay the Executive a base salary (“Base Salary”) at an initial annualized rate of $200,000 per year, payable in accordance with the Company’s regular payroll practices relating to salaried employees. The Supervisor may review the Base Salary from year to year and may approve an increase in the Base Salary as the Supervisor deems appropriate.

5. FRINGE BENEFITS.

(a) General. During the Employment Period, the Executive shall be eligible to participate in or receive benefits under any employee benefit plan or arrangement (e.g., health insurance) made available by the Company, to the extent and in accordance with the terms and conditions of those plans or arrangements as they may exist from time to time.

(b) Paid Time Off. During the Employment Period, the Executive shall be entitled to take paid time off and sick leave in accordance with the Company’s standard employment policies, as they may exist and be amended from time to time.

(c) Business Expenses. During the Employment Period, the Company shall promptly reimburse the Executive for all reasonable expenses incurred by the Executive in the performance of the Executive’s duties under this Agreement, including all reasonable travel expenses and business meals, provided that such expenses are incurred and accounted for in accordance with the Company’s policies and procedures, as they may exist from time to time.

6. TERMINATION.

(a) Permitted Terminations. The Executive’s employment will automatically terminate on the Retirement Date. Additionally, the Executive’s employment during the Employment Period may be terminated by the Company or the Executive immediately for any reason, with or without notice, including the following:

(i) Death. The Executive’s employment shall terminate automatically upon the Executive’s death without any further notice or action required by the Company or the Executive’s legal representatives.

(ii) By the Company. The Company may terminate the Executive’s employment in the following circumstances:

(A) Disability. The Company may terminate the Executive’s employment for Disability. “Disability” means the Executive’s substantial inability (including by virtue of physical or mental illness, injury, disability, or other incapacity) to perform the essential functions of the Executive’s position (with or without reasonable accommodation, as required by law for the Executive) for a period of ninety (90) consecutive days or more than one hundred twenty (120) days in any twelve (12)-month period; provided that until such termination, the Executive shall continue to receive the Executive’s compensation and benefits hereunder,

 

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reduced by benefits payable, if any, under any disability insurance policy or plan. If there is a dispute as to the existence of Disability, the Executive’s Disability will be established if a qualified medical doctor selected by the parties so certifies in writing. If the parties are unable to agree on the selection of such a doctor, each party will designate a qualified medical doctor who together will select a third doctor who will make the determination. The Executive will be available for an examination by a doctor selected in accordance with this paragraph, which examination will be paid by the Company. The written medical opinion of the doctor shall be binding upon the parties as to whether a Disability exists and the date such Disability arose. The foregoing shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act (to the extent that it is applicable) and any applicable state or local laws.

(B) Cause. The Company may immediately terminate the Executive’s employment hereunder for Cause (subject to any cure periods described below). For purposes of this Agreement “Cause” shall mean the Executive’s: (1) material failure to observe and comply with any of the Company’s material written policies, including without limitation its policies prohibiting harassment (sexual or otherwise) and discrimination; (2) continued failure to substantially perform the Executive’s material duties with the Company, which is not cured within thirty (30) calendar days after receipt by the Executive of written notice of such failure; (3) willful failure to carry out, or comply with, in any material respect any lawful and reasonable written directive of the Supervisor; (4) commission of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of no contest or imposition of unadjudicated probation for any felony or any crime involving moral turpitude; (5) commission of any act of dishonesty, illegal conduct, unethical conduct, fraud, embezzlement, misappropriation, material misconduct, breach of fiduciary duty, or other act of moral turpitude in connection with the Executive’s employment or which is or which is reasonably expected to be materially injurious to the Company or its Affiliates (defined below); (6) material or willful breach of this Agreement; or (7) at any time engaging in any form of willful misconduct or any other action or omission that is damaging to the Company or its Affiliates (defined below) or their respective reputations, products, services or customers.

(C) Without Cause. The Company may immediately terminate the Executive’s employment hereunder for a reason other than Cause or Disability.

(iii) By the Executive. The Executive shall have the right to terminate the Executive’s employment in the following circumstances:

(A) Good Reason. The Executive shall have the right to terminate the Executive’s employment hereunder at any time for Good Reason (subject to any notice and cure periods described below). For purposes of this Agreement, “Good Reason” shall mean that any of the following has occurred without the Executive’s consent: (1) a material diminution in the Executive’s Base Salary; (2) a material diminution in the Executive’s job title, duties, responsibilities, or authority (other than changes made due to the Executive’s incapacity); or (3) the relocation of the Executive’s primary office location to a location outside a 35-mile radius from the location set forth in Section 3. To terminate the Executive’s employment for Good Reason, (x) the Executive must provide written notice to the Supervisor within sixty (60) days of the first occurrence of any such matter constituting Good Reason, (y) the Company

 

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shall have forty-five (45) days after receipt of written notice from the Executive specifying the matter constituting Good Reason within which to cure such matter, and such Good Reason shall not exist unless the Company fails to cure such matter within such cure period, and (z) the Executive must actually terminate the Executive’s employment within thirty (30) days following the expiration of such cure period.

(B) Without Good Reason. The Executive shall have the right to immediately terminate the Executive’s employment for a reason other than Good Reason.

(b) Notice of Termination. Any purported termination of the Executive’s employment by the Company or the Executive during the Employment Period shall be communicated by a written Notice of Termination to the other party hereto in accordance with Section 13; provided, however, that no Notice of Termination is necessary for termination on the Retirement Date, which occurs automatically. A “Notice of Termination” means a written notice that indicates the specific termination provision in this Agreement relied upon.

(c) Date of Termination. “Date of Termination” shall mean:

(i) if the Executive’s employment is terminated because of death, the date of the Executive’s death;

(ii) if the Executive’s employment is terminated on the Retirement Date, December 31, 2020; and

(iii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination; provided, however, that the date specified in the Notice of Termination shall not be a date prior to the date such Notice of Termination is given or the expiration of any required notice or cure period.

(d) Accrued and Unpaid Benefits Upon Termination. Following the termination of the Executive’s employment for any reason during the Employment Period, the Executive (or the Executive’s legal representative or estate if termination is because of death) shall receive:

(i) any earned, but unpaid, Base Salary through the Date of Termination;

(ii) any amounts owing to the Executive for reimbursement of expenses properly incurred by the Executive prior to the Date of Termination which are reimbursable in accordance with Section 5(c); and

(iii) any accrued and vested employee benefits, subject to the terms of the applicable employee benefit plans.

The amounts payable under this Section 6(d) (the “Accrued Benefits”) shall be paid at the time such payments would otherwise be due under the Company’s regular payroll practices, applicable Company policies or plans, or a time if required by applicable law.

 

4


(e) Additional Termination Benefits. If the Executive’s employment ends on the Retirement Date, or is terminated by the Company during the Employment Period without Cause, or by the Executive for Good Reason, the Company shall, in addition to the Accrued Benefits described in Section 6(d) above, offer the Executive the opportunity to enter into the Separation Agreement and General Release of Claims in the form attached hereto as Exhibit A hereto, which may be reasonably modified or updated by the Company provided that the “Severance Benefits” (as defined in Section 3 therein) are not materially adjusted.

(f) Requirement of Release. Payment or provision of any of the Severance Benefits is contingent upon the Executive, within sixty (60) days of the Date of Termination, executing and delivering to the Company, and allowing to become irrevocable and effective, a general release of claims in the form attached hereto as Exhibit A. Notwithstanding any other provisions of this Agreement, no portion of the Severance Benefits will be paid or provided until the conditions of the foregoing sentence are satisfied. Payment of the Severance Benefits is also contingent upon Executive’s full and continued compliance with the provisions of Section 7 of this Agreement.

(g) Post-Employment Cooperation. Upon or after termination of the Executive’s employment at any time and for any reason, the Executive agrees to take the following actions:

(i) If requested by the Company at any time, the Executive shall immediately resign from any and all positions the Executive holds with the Company and its Affiliates, including any positions on the Board of Directors of the Company. “Affiliates” as used in this Agreement includes any person, corporation, partnership, general partner, or other entity that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Company.

(ii) The Executive shall cooperate with transition of the Executive’s responsibilities, and comply with other reasonable post-employment requests by the Company including responding to reasonable requests it may make for information and assisting the Company in defense of any pending, threatened, or anticipated litigation, proceeding, or inquiry in matters which the Company reasonably determines the Executive’s participation to be necessary; provided that any such cooperation will take into account the Executive’s other scheduling needs. The Executive shall not be entitled to compensation for providing the foregoing cooperation and assistance, however, the Executive shall be reimbursed for reasonable and necessary out-of-pocket expenditures (not including attorneys’ fees).

(iii) The Executive will execute any documents requested by the Company to affect the purposes of this Section 6(f).

 

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7. RESTRICTIVE COVENANTS.

(a) Acknowledgment. The Executive understands and agrees that the Executive will occupy a position of trust and confidence with respect to the Company’s business affairs, and the Executive will be privy to non-public information relating to the Company and its Affiliates, including, without limitation, their business relationships; negotiations; past, present and prospective activities; methods of doing business; business models; know-how; trade secrets; customer and supplier lists; the identity of potential customers; marketing plans; financial and technical information; discoveries; ideas; designs; drawings; specifications; techniques; programs; systems; processes; models; data; documentation; formulae; recipes; products, services; computer software; supplier and service provider information; other information generally regarded as confidential and proprietary; other information marked as confidential or proprietary or that would otherwise appear to a reasonable person to be confidential or proprietary; information of third parties to which the Company or its Affiliates have confidentiality obligations and use restrictions; and all forms of the foregoing information, as well as modifications, enhancements, and improvements to any of the foregoing, including in digital, physical, tangible, and intangible form (hereinafter collectively referred to as the “Confidential Information”). Notwithstanding the foregoing, it is agreed that Confidential Information does not include information regarding the Executive’s own compensation and benefits or information that became generally available to the public other than as a result of a direct or indirect disclosure by the Executive or a representative of the Executive in violation of this Agreement. The Executive agrees that the following obligations are necessary to preserve the confidential and proprietary nature of Confidential Information (including trade secrets), to protect the goodwill of the Company and its Affiliates, and to protect the Company and its Affiliates against harmful competition, harmful solicitation of employees, and other actions by the Executive based on the Executive’s special knowledge acquired during employment that would result in serious adverse consequences for the Company and its Affiliates.

(b) Confidentiality. The Executive shall not, except as may be required to perform the Executive’s duties hereunder or as required by applicable law, during the Executive’s employment with the Company and after it ends (regardless of the reason), without limitation in time or until such information shall have become public other than by the Executive’s unauthorized disclosure, disclose to any third party or use for the Executive’s benefit or the benefit of any third party, whether directly or indirectly, any Confidential Information without the Company’s specific prior written authorization. The Executive shall also hold Confidential Information in the strictest confidence and take all reasonable precautions to prevent any unauthorized use or disclosure. The Executive shall not at any time copy, transmit, reproduce, summarize, or quote or make any commercial or any other use whatsoever of any Confidential Information, except as may be necessary to perform the Executive’s duties as an employee of the Company. The Executive agrees that, as between the Executive and the Company, Confidential Information is property of the Company.

(c) Notification and Assistance Obligations; Subpoena. The Executive shall at all times: (i) promptly notify the Company of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement; and (ii) assist the Company in every reasonable way to retrieve any Confidential Information that was used or disclosed by the Executive or any representative of the Executive in a manner inconsistent with this Section 7, and to mitigate the harm

 

6


caused by the unauthorized use or disclosure. Further, if the Executive is served with any subpoena or other compulsory judicial or administrative process calling for production of any Confidential Information, the Executive shall immediately notify the Company so that the Company may take such action as the Company deems necessary to protect its interests.

(d) Return of Property. The Executive acknowledges that all Confidential Information is specialized, unique in nature, and of great value to the Company and its Affiliates, and that such Confidential Information gives the Company and its Affiliates a competitive advantage. The Executive agrees to deliver or return to the Company, at the Company’s request at any time or upon termination of the Executive’s employment for any reason, all Confidential Information and all Company property, including any and all documents, disks/drives, laptops, tablets, phones, passwords and credentials, records, lists, data, drawings, prints, notes and written or recorded information (and all copies thereof) furnished by or on behalf of or for the benefit of the Company and its Affiliates or prepared by the Executive during the Executive’s employment with the Company, whether in tangible or electronic form, in the possession or control of the Executive.

(e) Non-Competition. The covenant of noncompetition contained in Section 2 of the Executive’s prior employment agreement dated June 1, 2017, as amended, remains in effect and is incorporated herein by reference, except that the Company will not enforce any covenant to the extent that it (x) applies for more than twelve (12) months (the “Restricted Period”) following the Termination Date, or (y) would preclude Executive from taking actions that do not relate to the activities and services the Executive provided during the Executive’s employment with the Company or would not involve the Executive’s knowledge of Confidential Information.

(f) Non-Solicitation of Customers. During the Restricted Period, the Executive shall not, on behalf of the Executive or any other individual or entity, (i) solicit or encourage any person or entity who was a client or customer of the Company or its Affiliates during the Executive’s employment and with whom Executive had contact or about whom Executive gained Confidential Information to: (A) terminate, reduce, or alter in a manner adverse to the Company or its Affiliates any existing business arrangements with the Company or its Affiliates, or (B) transfer existing business from the Company or its Affiliates to any other person or entity; or (ii) solicit any person or entity who was a client or customer of the Company or its Affiliates during the Executive’s employment and with whom Executive had contact or about whom Executive gained Confidential Information for the purpose of providing such person or entity with goods or services competitive with or similar to the goods or services provided by the Company or its Affiliates. Notwithstanding the foregoing, nothing in this Section 7(f) shall be deemed to prohibit solicitation of a person whose sole relationship with the Company or its Affiliates was as an individual consumer.

(g) Non-Solicitation of Employees, Consultants, and Advisors. The Executive agrees that, during the Restricted Period, the Executive will not, directly or indirectly, other than as an employee of and for the benefit of the Company or its Affiliates, solicit, entice, persuade, or induce any individual who is employed by the Company or its Affiliates or engaged by the Company or its Affiliates as a consultant or advisor or similar role (or who was so employed or engaged within six (6) months prior to the Executive’s action) to terminate or refrain from continuing such employment or engagement.

 

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(h) Intellectual Property. The Executive shall disclose promptly and in writing to the Company all inventions, creative works, and any other intellectual property, whether or not patentable or copyrightable, conceived, or created solely or jointly by the Executive during the Executive’s employment with the Company which relate to the business of the Company, and the Executive shall assign all of the Executive’s interest in them to the Company. The Executive shall execute all papers at the Company’s expense, which the Company shall deem necessary to apply for and obtain domestic and foreign patents and copyright registrations, and to protect and enforce the Company’s interest in them. These obligations shall continue beyond the period of the Executive’s employment with respect to inventions or creations conceived or made by the Executive alone or in conjunction with other employees or consultants of the Company or its Affiliates during the Executive’s employment with the Company.

(i) Remedies. In the event of a breach or threatened breach of this Section 7, the Executive acknowledges the Company, including its business interests, will be irreparably harmed, the full extent of the damages to the Company will be impossible to ascertain, and monetary damages alone are not an adequate remedy. Accordingly, the Executive agrees that in addition to any other remedy that may be available to it, the Company shall be entitled to temporary, preliminary, and/or permanent injunctive relief or other equitable relief to remedy any such breach or threatened breach, without bond and without proving actual damages or the inadequacy of money damages, in any court of competent jurisdiction. The Executive agrees that the restrictions of this Agreement are reasonable and no broader than necessary to protect the legitimate business interests of the Company and its Affiliates.

(j) Survival of Provisions. For the avoidance of doubt, the Executive’s obligations contained in this Section 7 shall survive the termination or expiration of the Employment Period and the Executive’s employment with the Company and, as applicable, shall be fully enforceable thereafter in accordance with the terms of this Agreement.

(k) Reformation and Severability. If it is determined by a court, arbitrator, or other adjudicator of competent jurisdiction that any restriction in this Section 7 is excessive with respect to geographic area, duration, or scope or is otherwise unreasonable or unenforceable, it is the intention of the parties that such restriction may be modified or amended by the court, arbitrator, or adjudicator to render it enforceable to the maximum extent permitted by law. In the event that modification is not possible or that the applicable law does not permit such reformation, then the Executive and the Company agree that, because each of the Executive’s obligations in this Section 7 is a separate and independent covenant, any unenforceable obligation shall be severed and all remaining obligations shall be enforced.

(l) Tolling of Restricted Period. If the Executive violates the terms of any of the restrictions set forth in Section 7(e), Section 7(f), or Section 7(g), the Restricted Period shall automatically be extended by the period the Executive was in violation.

 

8


(m) Rights Not Subject to Limitation.

(i) Notwithstanding anything in this Agreement, the Executive may (1) disclose Confidential Information that the Executive is specifically required by court order, subpoena, or law to disclose, but agrees to disclose only that portion of Confidential Information that is legally required to be disclosed; (2) report possible violations of law to a government agency or entity or self-regulatory organization or cooperating with such agency or entity or organization; or (3) make whistleblower or other disclosures that are protected under whistleblower provisions of federal or state law.

(ii) The Executive understands that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (1) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

8. NO VIOLATION OF THIRD-PARTY RIGHTS.

(a) The Executive hereby represents, warrants, and covenants to the Company that the Executive:

(i) shall not, during the Executive’s employment with the Company, infringe upon or violate any proprietary rights of any third party (including, without limitation, any third party confidential relationships, patents, copyrights, trade secrets or other proprietary rights);

(ii) is not a party to any agreements with third parties that prevent the Executive from fulfilling the terms of employment and the obligations of this Agreement or which would be breached as a result of the Executive’s execution of this Agreement; and

(iii) agrees to respect any and all valid obligations which the Executive may now have to prior employers or to others relating to confidential information, inventions or discoveries which are the property of those prior employers or others, as the case may he.

(b) If the Executive is in breach of any of the foregoing representations, warranties, and covenants, the Company may immediately terminate this Agreement and treat the Executive as if the Executive were terminated for Cause.

9. WITHHOLDING. The Company shall make such deductions and withhold such amounts from each payment made to the Executive hereunder as may be required from time to time by law, governmental regulation, or order.

 

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10. SECTION 409A. The Executive and the Company acknowledge that each of the payments and benefits promised to the Executive under this Agreement must either comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (together, “Code Section 409A”) or qualify for an exception from compliance. This Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with, or an exemption from, Code Section 409A; provided, the preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to payments under this Agreement, for purposes of Code Section 409A, each payment will be considered as one of a series of separate payments. The Executive and the Company further agree that, to the extent not otherwise exempt, the termination benefits described in this agreement are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or as payments pursuant to a separation pay plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment obligation is considered “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)), the payment shall be paid only in connection with the Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while the Executive is a “specified employee” (as defined under Treasury Regulation Section 1.409A-1(h)), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh (7th) month beginning after the date of the Executive’s separation from service or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of the Executive’s estate following the Executive’s death solely to the extent such a delay is required to avoid the imposition of excise taxes under Code Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code, if any; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

11. PARACHUTE PAYMENTS. Notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Executive and the Company or its Affiliates, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this

 

10


Section 11 (the “Other Agreements”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company or any of its Affiliates for the direct or indirect compensation of the Executive (including groups or classes of participants or beneficiaries of which the Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Executive (a “Benefit Arrangement”), if the Executive is a “disqualified individual,” as defined in Section 280G(c) of the Code, any right to receive any payment or other benefit under this Agreement shall not become payable, exercisable or vested (i) to the extent that such right to payment, exercise, vesting, or benefit, taking into account all other rights, payments, or benefits to or for Executive under the Agreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Executive under this Agreement to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Executive from the Company or any of its Affiliates under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Agreement, in conjunction with all other rights, payments, or benefits to or for the Executive under the Agreement, any Other Agreement or any Benefit Arrangement would cause the Executive to be considered to have received a Parachute Payment under this Agreement that would have the effect of decreasing the after-tax amount received by the Executive as described in clause (ii) of the preceding sentence, then the Executive shall have the right, in the Executive’s sole discretion, to designate those rights, payments, or benefits under this Agreement, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Executive under this Agreement be deemed to be a Parachute Payment; provided, however, that, to the extent any payment or benefit constitutes deferred compensation under Code Section 409A, to the extent necessary to comply with Code Section 409A, the reduction or elimination will be performed in the following order: (A) reduction of cash payments; (B) reduction of COBRA benefits; (C) cancellation of acceleration of vesting on any equity awards for which the exercise price exceeds the then fair market value of the underlying equity; and (D) cancellation of acceleration of vesting of equity awards not covered under (C) above; provided, however that in the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of such equity awards, that is, later granted equity awards shall be canceled before earlier granted equity awards.

12. CLAWBACK POLICIES. The Executive is subject to any recoupment or clawback policies that the Company may implement or maintain at any time regarding incentive-based compensation, which is granted or awarded to Executive on or after the date of this Agreement. Such policies may include the right to recover incentive-based compensation (including stock options awarded as compensation) awarded or received during the three-year period preceding the date on which the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under federal securities laws. The Executive agrees to amend any awards and agreements entered into on or after the date of this Agreement as the Company may request to reasonably implement to policies.

 

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13. NOTICES. Any notice, demand, or communication required, permitted, or desired to be given hereunder shall be deemed effectively given when personally delivered or mailed by prepaid certified mail, return receipt requested, addressed as follows:

If to the Company:

Laird Superfood, Inc.

275 W. Lundgren Mill Drive

Sisters, Oregon 97759

Attn: General Counsel

If to the Executive, at the address for the Executive then on file with the Company.

Either party may change such party’s address for notices by notice duly given pursuant hereto.

14. GOVERNING LAW AND FORUM SELECTION. This Agreement and the legal relations thus created between the parties hereto shall be governed by and construed under and in accordance with the laws of the State of Oregon, without regard to its conflicts of law principles. Except for an action by the Company seeking injunctive relief (which may be brought in any court immediately and without complying with any dispute resolution procedures), all disputes arising out of or related to this Agreement or the Executive’s employment with the Company shall be resolved exclusively by the state or federal courts with jurisdiction over Sisters, Oregon and each party irrevocably submits to the jurisdiction of any such court in any such action, suit, or proceeding and to the laying of venue in such court in connection with such action.

15. ENTIRE AGREEMENT; TERMINATION OF PRIOR AGREEMENTS. This Agreement contains the entire understanding of the parties relating to the employment of the Executive. This Agreement terminates and supersedes and any and all prior agreements and understandings between the parties with respect to the Executive’s employment and compensation by the Company, whether oral or written, including without limitation any employment agreement previously entered into between the Executive and the Company, except (a) this Agreement is in addition to and does not supersede any confidentiality, intellectual, or restrictive covenant obligations owed by the Executive to the Company in any other agreements which provide the Company with cumulative and not alternative rights; (b) this Agreement does not supersede the stock options granted February 24, 2016, January 25, 2018 and May 8, 2019; and (c) this Agreement does not supersede the provisions of prior agreements that are expressly incorporated to this Agreement by reference.

16. WAIVER; MODIFICATION. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. This Agreement shall not be modified in any respect except by a writing executed by each party hereto.

 

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17. ASSIGNMENT; SUCCESSORS. This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive. The obligations of the Executive hereunder shall be binding upon the Executive’s heirs, administrators, executors, successors, permitted assigns, and other legal representatives. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Company’s successors and assigns.

18. SEVERABILITY. Except as provided in Section 7(k) hereof, in the event that a court of competent jurisdiction or other adjudicator determines that any portion of this Agreement is in violation of any statute or public policy or otherwise unlawful or unenforceable, only the portions of this Agreement that violate such statute or public policy or are otherwise unlawful or unenforceable shall be stricken. All portions of this Agreement that do not violate any statute, public policy, or other law shall continue in full force and effect. Furthermore, if permitted by law, any order striking any portion of this Agreement shall modify the stricken terms as little as possible to give as much effect as possible to the intentions of the parties under this Agreement.

19. SURVIVAL. The Executive acknowledges that, certain provisions, by their terms, survive termination of this Agreement.

20. HEADINGS; INCONSISTENCY. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the Company, the terms of this Agreement shall control.

21. COUNTERPARTS AND DIGITAL SIGNATURE. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. In the event that any signature is delivered via e-mail transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such digital signature page were an original signature.

22. REPRESENTATION BY COUNSEL; INTERPRETATION. Each party acknowledges that it has had the opportunity to be represented by counsel in connection with this Agreement. Any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived.

[Signature Page(s) Follow]

 

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has hereunto signed this Agreement on the dates written below.

LAIRD SUPERFOOD, INC.

 

   
 

By:

 

                

 

Title:

   
 

Date:

   

EXECUTIVE

 

   
 

Luan Pham

 

Date:

   


EXHIBIT A

FORM OF

SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS

This Separation Agreement and General Release of Claims (“Agreement”), effective as of the date described in Section 13 below, is made and entered into by and between Laird Superfood, Inc. (the “Company”) and Luan Pham (“Employee”), collectively referred to herein as the “Parties.”

1. Termination of Employment. Employee’s last day of employment and service with the Company is December 31, 2020 (the “Separation Date”). Employee acknowledges that, as of the Separation Date, Employee’s employment and service with the Company and all of the offices, directorships, appointments, and other positions Employee holds with the Company and all of its parents, its subsidiaries, its affiliates, and its related entities have terminated.

2. Regular Payments and Benefits.

 

  a.

Whether or not Employee executes this Agreement, Employee will receive payment at Employee’s current salary for work through the Separation Date. Employee’s final payment will be made in the form of an electronic payment that will be deposited on or before the next business day after the Separation Date.

 

  b.

Employee’s regular employee benefits will continue through the Separation Date and terminate at that time subject to their normal terms and conditions.

 

  c.

By signing this Agreement, Employee acknowledges and confirms that upon receipt of the final payments described in this Section 2, Employee will be fully compensated for all worked performed for the Company and is not owed any additional salary, commissions, bonuses, or other compensation from the Company.

3. Severance. If Employee executes this Agreement, does not revoke it, and complies with its terms, the Company will (a) extend the period in which Employee may exercise all options held by Employee (as set forth on Exhibit A hereto) that were vested in accordance with their terms as of Employee’s Separation Date from ninety (90) days to five (5) years from the Separation Date; and (b) effective as of the Separation Date, fully accelerate the option dated June 1, 2020, relating to an option to purchase 2,012 shares of the Company’s common stock for $26.10 / share, recorded as ES-113 (as set forth on Exhibit A hereto), subject to time-based vesting, and extend the period in which Employee may exercise such options to five (5) years from the Separation Date, and (c) extend the period in which Employee may become vested in performance-vesting options held by Employee (as set forth on Exhibit A hereto) to five (5) years from the Separation Date and, to the extent such performance-vesting options become vested prior to such date, extend the period in which Employee may exercise such options from ninety (90) days to five (5) years from the Separation Date. The provisions set forth in the previous sentence are referred to as the “Severance Benefits.” Employee acknowledges that the Severance Benefits are being provided in consideration of Employee’s acceptance of this Agreement and are in addition to any sum or benefit to which Employee is entitled from the Company.


4. Deductions. All payments referred to in this Agreement shall be net of or subject to any authorized deductions and tax or other deductions required by law.

5. Return of Company Property. By signing this Agreement, Employee certifies that Employee has returned to the Company all of its equipment, property and Confidential Information (as defined in the Section 2.2 of the Employment Agreement between Employee and the Company, effective June 1, 2017 (the “Employment Agreement”)) in Employee’s possession, custody, or control, including but not limited to all files and documents (whether in paper or other tangible form, or in electronic form). Property to be returned includes, but is not limited to, all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to the Company, as well as any electronics (e.g., laptop or hotspot) provided that Employee may retain his own personal compensation, financial, and benefits information.

6. General Release. In consideration of the benefits described in Section 3 and for other good and valuable consideration, Employee, on behalf of Employee and Employee’s representatives, agents, heirs, executors, administrators, successors and assigns, releases and forever discharges the Company, its parents, its subsidiaries, its affiliates, and its related entities, and all of their respective predecessors, successors, assigns, representatives, agents, counsel, insurers, shareholders, members, officers, directors, and employees (whether past, present, or future) (all of the foregoing collectively, are referred to as the “Releasees”) from:

Any and all claims, complaints, causes of action, demands, damages, and suits that Employee has or may have for any reason whatsoever, in law or in equity, against the Releasees arising out of or in connection with any event, transaction, or matter occurring or existing on or before the date Employee executes this Agreement, whether based upon statutory claim, common law, contract, tort, public policy, or other basis, whether known or unknown, direct or indirect, absolute or contingent, including without limitation any claims arising under or related to any federal, state, local, or other law or ordinance concerning civil rights, discrimination, retaliation, labor, employment, or other matter, any claims related to Employee’s employment or termination of employment and any claims for attorneys’ fees, wages, bonus(es), compensation, other sums of money or payments, leave, benefits, or any other obligation or liability whatsoever, except for the Company’s promises made in this Agreement. Employee acknowledges that Employee has not requested any statutory leave that has not been provided.

Further, Employee understands that this is a general release and intends that this release shall discharge the Releasees to the maximum extent permitted by law. For example, this release waives any claims under Title VII of the Civil Rights Act, the Equal Pay Act of 1963, the Americans with Disabilities Act, the Civil Rights Act of 1866, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the National Labor Relations Act, the Washington Law Against Discrimination, Chapter 659A of the Oregon Revised Status, the Oregon Family Medical Leave Act, and the Oregon Unlawful Discrimination Against Persons With Disabilities Law, all as amended, and any similar federal, state,

 

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county or city ordinances. Employee represents that Employee has not filed, and agrees not to file, any lawsuit or other action seeking monetary or other relief for Employee based on any claims lawfully released in this Agreement. To the maximum extent permitted by law, Employee also waives any and all rights to recover and will not accept, any monetary or other relief for Employee concerning the claims lawfully released in this Agreement.

7. Continuing Obligations.

 

  a.

Employee hereby reaffirms in its entirety Section 2 of the Employment Agreement, including the restrictive covenant, confidentiality, and intellectual property obligations set forth therein, provided, however, that the Company acknowledges that it will not enforce Section 2.1.1(d) of the Employment Agreement.

 

  b.

Employee shall, upon request of the Company, provide information and otherwise reasonably cooperate and assist in effectuating a smooth transition from Employee’s employment and any other positions Employee held as a result of employment with the Company, without payment of further compensation.

 

  c.

Employee shall not, directly or indirectly, make any written or oral statements to any person or entity that reflect negatively upon or otherwise disparage the Releasees or their affairs, products, or services.

8. Rights Not Subject to Limitation. Notwithstanding any other provision of this Agreement, this Agreement shall not limit any right to the extent such right as a matter of law may not be limited by private agreement. For example, this Agreement does not limit: (a) the right to provide any truthful information in response to a valid subpoena, court order, other legal process or as otherwise required to be provided by law; (b) Employee’s right to challenge the validity or enforceability of this Agreement; (c) any claims for unemployment compensation or workers’ compensation benefits; (d) Employee’s right to any benefits that are vested and non-forfeitable in accordance with their governing documents; (e) Employee’s right to report possible violations of federal or state law or regulation to any governmental agency or entity or self-regulatory organization (including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General), cooperating with any such governmental agency or entity or self-regulatory organization in connection with any such possible violation, or making other disclosures or taking other actions (including, without limitation, receiving any whistleblower award provided for under such laws or regulations) that are protected under the whistleblower provisions of federal or state law or regulation, in each case without any notice to or authorization from the Company; (f) the right to file a charge with, provide truthful information to, or participate in an investigation or proceeding conducted by a government agency (such as the Equal Employment Opportunity Commission or National Labor Relations Board) authorized to enforce laws against unlawful conduct, provided that Section 6 of this Agreement does waive, to the maximum extent permitted by law, any right to seek, recover, or accept any monetary payments or other individual relief for Employee connected to any agency or other action related to claims that are lawfully released in this Agreement; or (g) any rights Employee may have in the nature of indemnification or coverage under a directors and officers insurance policy, which shall apply in accordance with their terms.

 

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The Parties further acknowledge that pursuant to 18 U.S.C. § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to their attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

9. No Admission. The Parties agree that this Agreement is not to be construed as an admission by the Company of any wrongdoing, liability, or violation of law.

10. Remedies. Employee agrees that in the event of any violation of the provisions of this Agreement, in addition to any damages allowed by law, the Company shall be entitled to injunctive relief, without posting bond and without the necessity of showing irreparable harm.

11. Severability and Reformation. In case any one or more of the provisions, subsections, or sentences contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

12. Miscellaneous. This Agreement constitutes the entire agreement between Employee and the Company. This Agreement supersedes all prior understandings and writings between the Parties (other than the provisions of the Employment Agreement described in Section 7 above) and may not be changed except by a written document signed by Employee and an authorized representative of the Company. Employee acknowledges that Employee has not relied on any promises or representations made by anyone that are not stated in this Agreement. This Agreement and the rights and obligations of the Parties hereunder may not be assigned by Employee without the prior written consent of the Company, but may be assigned by the Company or its successors and assigns without Employee’s permission or consent. This Agreement and all matters arising out of or relating to this Agreement or the relationship between the Parties are governed by, and construed in accordance with, the laws of the state of Oregon, without regard to its conflict of laws provisions. This Agreement may be executed by the Parties by facsimile or other electronic copy which shall be deemed an original, and in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. THE PARTIES HEREBY WAIVE TRIAL BY JURY AS TO ANY AND ALL FUTURE LITIGATION BETWEEN THEM, INCLUDING ANY CLAIMS AND/OR DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13. Acknowledgment and Time for Consideration; Waiver of Age Discrimination Claims. With respect to the General Release in Section 6 of this Agreement, Employee agrees and understands that by signing this Agreement, Employee is specifically releasing all claims he may have against Releasees, including without limitation all claims for age discrimination under the Age Discrimination in Employment Act and similar state and local anti-discrimination laws. Employee warrants that he is fully competent to enter into this Agreement and acknowledges that he has carefully read and understands this

 

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Agreement in its entirety, and executes it voluntarily and without coercion. This Agreement will be effective and enforceable when Employee signs and returns it to Dawn Bernhardt in accordance with Section 13(b), below and the Revocation Period described in Section 13(b) has expired (the “Effective Date”).

 

  a.

Consideration Period. Employee further acknowledges that he is hereby being advised in writing to consult with a competent, independent attorney of his choice, at his own expense, regarding the legal effect of this Agreement before signing it, and that he has been afforded the opportunity to review and execute this Agreement for twenty-one (21) calendar days, and has signed this Agreement freely and voluntarily prior to the expiration of the twenty-one (21) calendar day period. This Agreement shall be of no force or effect if Employees fails to execute this Agreement within this time period.

 

  b.

Revocation Period. Employee understands and acknowledges that he has the opportunity to revoke this Agreement in writing, and that this Agreement is not effective or enforceable until after this Revocation Period has expired. For a revocation to be effective, written notice must be sent to Dawn Bernhardt (dawn@lairdsuperfood.com) before or on the seventh (7th) calendar day after Employee signs this Agreement (the “Revocation Period”). In the event that Employee timely revokes his acceptance of this Agreement within the Revocation Period, this Agreement shall be voided in its entirety and shall be of no force or effect.

[SIGNATURE PAGE FOLLOWS]

 

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By signing this Agreement, I acknowledge that I have had the opportunity to consult with an attorney of my choice; that I fully understand the terms of this Agreement and that I voluntarily agree to them without coercion, duress, or undue influence. If I agree to the terms of this Agreement, I will return the executed Agreement to Dawn Bernhardt as described in Section 13.

 

 
Luan Pham

Date

 

                                     

 

Laird Superfood, Inc.
By:    
  Paul Hodge, CEO

 

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Exhibit A: L. Pham Option Holdings

 

       
Security    Vesting    Expiration Date    Remaining
       
ES 03    Fully Vested    12/31/2025    10,000
       
ES 24    Fully Vested    12/31/2025    2,500
       
ES 74    Fully Vested    12/31/2025    13,333
       
ES 75    Performance (not accelerated)    12/31/2025    26,667
       
ES 113    Time (accelerated)    12/31/2025    2,012

 

A-7

EX-10.12 13 d934473dex1012.htm EX-10.12 EX-10.12

Exhibit 10.12

LICENSE AND PRESERVATION AGREEMENT

LICENSE AND PRESERVATION AGREEMENT, dated as of May 26, 2020 (the “Agreement”), by and among Laird J. Hamilton, Gabrielle A. Reece (together with Mr. Hamilton, the “Licensors”) and Laird Superfood, Inc. (the “Company”).

WHEREAS, each Licensor is the exclusive owner of all right, title and interest in and to (i) his or her image, signature, voice and likeness and goodwill appurtenant thereto, (ii) certain rights of publicity in and to his or her name, image, likeness, voice, signature and other elements of his or her persona and identity, (iii) all rights in and to his or her name, other than those owned by the Company (the “Company Name Rights”), and (iv) all common law and statutory rights in the foregoing (collectively, the “Property”);

WHEREAS, each Licensor and the Company have previously entered into certain Predecessor Agreements (as defined herein) relating to the license of certain intellectual property; and

WHEREAS, the Licensors and the Company wish to terminate the Predecessor Agreements and enter into this Agreement, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual premises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.    The Companys Acknowledgment of Each Licensors Rights. The Company hereby acknowledges that (a) each Licensor exclusively owns all right, title and interest throughout the world (the “Territory”) in and to his or her respective Property (other than the Company Name Rights), which Property has intrinsic value, and (b) each Licensor otherwise reserves all rights to his or her respective Property except those specifically granted to the Company herein or in any other written agreement between such Licensor and Company (other than the Predecessor Agreements). Each Licensor represents and warrants to the Company that, as of the date hereof, he or she has the power and authority to license the Property on the terms and conditions of this Agreement. For the avoidance of doubt, the Company Name Rights include, without reservation, the trademarks which are the subject of U.S. Trademark Registration Nos. 5792515 and 5210869, and pending application Serial Number 88390538.

2.    Use of the Property.

(a)    Subject to the terms and conditions of this Agreement, each Licensor hereby grants to the Company a fully-paid and royalty-free, exclusive license to use any of the Property throughout the Territory on or in connection with any products and services of the Company from time to time (such products and services are referred to herein as the “Licensed Products” and the “Licensed Services,” respectively) during the term of this Agreement (and any applicable sell-off period). During the term of any license pursuant to this Agreement, the Company shall use commercially reasonable efforts to preserve the historical goodwill of the Licensed Products and the Licensed Services. The Company may not transfer, assign or sublicense the licenses granted hereby, except (i) to any of its Affiliates (subject to such transferee, assignee or sublicensee remaining an Affiliate of the Company) or contractors or (ii) as otherwise in accordance with all requirements identified in this Agreement.


(b)    During such time as Mr. Hamilton serves as an officer, director or employee of, or consultant to, the Company, any use of the Property following the Effective Date in accordance with this Agreement that (1) satisfies the Historical Standard, and/or (ii) is not objected to by a Licensor within thirty (30) days of the first intra-company disclosure of a bona-fide intent to make such use, in each case, including any such use relating to either Licensor on or in connection with a Licensed Product or Licensed Service, shall be deemed approved by the applicable Licensor, provided that, with respect to any use that is deemed approved under clause (ii) but not clause (i), Company remains promptly responsive to Licensor inquiries regarding product development and intent to make uses of the Property. For the avoidance of doubt, the Parties agree that all uses of the Property prior to the Effective Date satisfy the Historical Standard.

(c)    During such time as Mr. Hamilton is no longer serving as an officer, director or employee of, or consultant to, the Company, including without limitation by reason of his death, incapacity, resignation or removal, the Company must provide to a Licensor commercially reasonable notice of the intended use of the Property before (i) using the Property in connection with Licensed Products, Licensed Services or other uses which were not deemed approved by the applicable Licensor while Mr. Hamilton served as an officer, director or employee of, or consultant to, the Company pursuant to Section 2(b) hereof, or (ii) developing, using or registering new derivatives of the Property which were not deemed approved while Mr. Hamilton served as an officer, director or employee of, or consultant to, the Company pursuant to Section 2(b) hereof (such new Licensed Products, Licensed Services, other uses and derivatives, “New Uses”). In the event of the death or incapacity of either Licensor, the remaining Licensor shall have the right to receive the foregoing notice of New Uses of the Property of the deceased or incapacitated Licensor. All New Uses shall satisfy the Historical Standard. For the avoidance of doubt, the parties agree that any New Use of the Property or of the Company Name Rights in connection to clothing or apparel shall be primarily directed to the advertising, promotion and/or marketing of Licensed Products or Licensed Services.

(d)    In the event of the death or incapacity of both Licensors, the Company may use the Property for additional New Uses without prior notice, provided that any such New Use satisfies the Historical Standard.

(e)    Upon request, to the extent not provided per Section 2(c), the Company shall keep each Licensor (or his or her legal representatives, heirs or estates) advised of any New Uses that have occurred during the time period specified in such request, so that each Licensor (or his or her legal representatives, heirs or estates) may evaluate the Company’s compliance with the terms hereof.

(f)    Ms. Reece may, upon a Change in Control (as defined herein), revoke the license relating to the Property of Ms. Reece, including uses of Property relating to Ms. Reece in any Licensed Products, Licensed Services or other uses pursuant to Section 2(b), or New Uses pursuant to Section 2(c), upon thirty (30) day written notice given within 60 days after the effective date of such Change of Control and subject to a six-month sell-off period for the Company with respect to its then-current inventory (which period shall commence on the effective date of such revocation). Such revocation shall terminate Ms. Reece’s status as a Licensor.

(g)    Upon any Bankruptcy Event, all licenses granted by the Licensors hereunder shall be automatically revoked, subject solely to a six-month sell-off period for the Company with respect to its then-current inventory.

 

2


(h)    Notwithstanding the foregoing, in the event the Company and either Licensor undertakes to collaborate on new Property (e.g., photo shoots, video production, etc.), such Licensor shall be provided a customary review and consent period for the content produced (and shall provide feedback promptly and within ten calendar days).

3.    Term. The initial term of this Agreement shall commence on the date hereof and shall end on the one-hundredth anniversary of the date hereof (“Initial Term”). Unless terminated by the Company with ninety (90) day written notice to the respective legal representatives, heirs or estates of each Licensor prior to the end of the Initial Term or any Renewal Term, by other provisions in this Agreement, or by operation of law, this Agreement shall renew for consecutive ten (10) year periods (each, a “Renewal Term”). The Initial Term, together with any and all Renewal Terms, shall be referred to collectively as the “Term” hereunder.

4.    Quality Control. Upon reasonable written request and to the extent reasonably necessary to protect each Licensor’s rights under this Agreement, each Licensor or his or her successor or assignee shall have the right to request and receive, at no cost to such Licensor, a sample of each Licensed Product’s stock-keeping unit, and an opportunity to sample or observe any Licensed Service, in each case that is not freely available to the public and utilizes Property relating to such Licensor, as well as a prototype of each Licensed Product and each type of all promotional, advertising and marketing material (to the extent not freely available to the public) used in connection therewith. In the event that in a Licensor’s reasonable and good faith judgment, any Licensed Product or Licensed Service utilizing Property relating to such Licensor fails (other than in an immaterial manner) to satisfy the Historical Standard, then promptly upon written notice by such Licensor to the Company, the Company and such Licensor shall cooperate in good faith to make commercially reasonable changes (if any) to such Licensed Product or Licensed Service to comply with the Historical Standard. For the avoidance of doubt, a Licensor’s right under this Section 4 shall apply only to a Licensed Product or Licensed Property utilizing Property relating to such Licensor.

5.    The Properties.

(a)    The Company shall not at any time commit any act anywhere in the world which would reasonably be expected to have a material adverse effect on a Licensor’s rights in and to his or her respective Property (other than the Company Name Rights), or any registrations therefor or any applications for registration thereof. The Company shall never challenge anywhere in the world a Licensor’s ownership of or the validity of the Property licensed hereunder, any application for registration therefor or any rights therein or thereto, except as otherwise expressly provided herein, or where such application or registration is in violation of the rights granted to the Company hereunder. Licensors shall make no challenges to the Company Name Rights, the Derived Marks (as defined below), or Company’s right to use the Property other than action for a breach of this Agreement per the terms in this Agreement or any remedy related to such breach available to the Licensor under applicable law. For the avoidance of doubt, nothing in this section shall be deemed to limit the terms of Section 8 of this Agreement. During the Term, each Licensor shall not commit any act or do anything which is deceptive or obscene and is reasonably likely to materially damage the value of the Property to the Company.

(b)    Subject to the terms of this Agreement, the Company may combine any designation with the Property so as to form a new trademark, service mark, trade name or company name (such names or Property, the “Derived Marks”). For the avoidance of doubt, the

 

3


Derived Marks shall include any names or marks used by the Company prior to the date hereof which include or are derived from any Property. Subject to the terms of this Agreement, the Company shall be the owner of the Derived Marks (but not of the Property incorporated therein).

(c)    The Company, at its sole expense and discretion, shall file appropriate registrations in its own name or in the name of a Company subsidiary of any Derived Marks in a way so as to preserve the goodwill thereof and Licensors’ rights in the Property, shall prosecute and defend such registrations and all common law rights in the Derived Marks and Property, to the extent used in connection with the Licensed Products and Licensed Services, consistent with good commercial practices, and shall use all reasonable commercial efforts to defend and otherwise protect the Derived Marks and the Property, to the extent used in connection with the Licensed Products and Licensed Services. At the request of either Licensor or the legal representative, heirs or estate of a Licensor, the Company shall, at the Company’s option: (i) prosecute, including by filing lawsuits or other actions, any potential infringement, dilution, libel, slander or other diminution in the goodwill or other denigration of the Property by any third party, at the Company’s expense, (ii) take other commercially reasonable steps to abate the infringement, dilution, libel, slander, diminution of goodwill or other denigration, or (iii) upon written notice to the requesting Licensor, allow Licensor (or their legal representative, heirs or estate) to file a lawsuit for such action at Licensor’s sole expense. The party commencing legal action under this Section 5(c) shall be entitled to the proceeds, or other legal remedies, of any such action. The Company may, in its discretion and at its expense, also institute such prosecutions, lawsuits or other actions or take such other commercially reasonable steps, where not requested by a Licensor, his or her legal representative, heirs or estate, in the event the Company determines that the protection of the Property or the Derived Marks reasonably requires such action. In such cases initiated by the Company, the Company shall be entitled to the proceeds, or other legal remedies, of any such action. In the event that the Company learns of any infringement or other violation of rights in or to the Property, it shall promptly notify the Licensors thereof.

(d)    At a Licensor’s request, the Company shall execute all documents reasonably requested by such Licensor to confirm such Licensor’s ownership of rights in and to his or her respective Property (excluding, for the avoidance of doubt, any Company Name Rights or Derived Marks (other than the Property incorporated therein)). The Company shall cooperate at a Licensor’s reasonable request in connection with the filing and prosecution of applications to register the Property and in connection with the maintenance and renewal of such registrations as may issue. Each Licensor and the Company shall cooperate in good faith, taking into account their respective interests in and rights to the Property, to determine whether or not such applications are filed and prosecuted and registrations are maintained. The Company shall pay all commercially reasonable costs and expenses of any such filings or proceedings and have sole direction over the prosecution of any such applications.

(e)    At the Company’s request, a Licensor shall execute all documents reasonably requested by the Company necessary to perfect the Company’s rights in the Company Name Rights and/or Derived Marks. The Licensors shall cooperate at the Company’s reasonable request in connection with the filing and prosecution of applications to register the Company Name Rights and/or Derived Marks and in connection with the maintenance and renewal of such registrations as may issue. Each Licensor and the Company shall cooperate in good faith, taking into account their respective interests in and rights to the Company Name Rights and/or Derived Marks, to determine whether or not such applications are filed and prosecuted and registrations are maintained. The Company shall pay all costs and expenses of any such filings or proceedings.

 

4


(f)    If either Licensor, on the one hand, or the Company, on the other hand, reasonably requests of the other to take an action in connection with the foregoing, the other party shall cooperate in connection with any such action, including, without limitation, by being a plaintiff or co-plaintiff and by causing its officers, directors, and employees to execute documents and to testify. If the Company desires to take action with respect to a violation or infringement of the Property, it shall consult with the applicable Licensor. All commercially reasonable costs and expenses of the actions described in this paragraph shall be borne by the party requesting the other party(ies) to take such action(s) pursuant to this Section 5(f).

(g)    The Company shall take actions to protect the Derived Marks and the goodwill related thereto consistent with the provisions of this Section.

6.    Indemnity.

(a)    The Company hereby saves and holds each Licensor, his or her heirs, estate, successors and assigns (the “Indemnified Parties”) harmless of and from, and indemnifies and agrees to defend them against any and all losses, liability, damages and expenses (including, without limitation, reasonable attorney’s fees and expenses) which they may incur or be compelled to pay, or for which they may become liable or be compelled to pay in any action, claim or proceeding against them, for or by reason of (i) any acts, whether of omission or commission, that may be committed or suffered by the Company or any of its officers, directors, employees, agents or servants and relate to the Company’s use of the Property and the Derived Marks, or (ii) the breach by the Company of any covenant contained herein.

(b)    In the event that an Indemnified Party receives notice of a claim as to which indemnification is sought, such party shall promptly (and in any event, within ten (10) business days of the Indemnified Party’s receipt of such notice) notify the Company thereof; provided that the failure to so promptly notify shall not exempt the Company from its obligations hereunder except to the extent that such failure has actually prejudiced the Company’s or such Indemnified Party’s legal position with respect to the claim. Upon receipt of notice from the Indemnified Party, the Company shall advise the Indemnified Party that it has assumed the defense thereof. The Indemnified Party shall have the right, at its sole expense, to retain legal counsel to participate in and monitor the defense of the claim, provided that the Company shall have the right to direct and control such defense. The Company shall not settle or compromise any claim or consent to entry of any judgment related to the Property which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim, or settle or compromise any claim relating to the Property or the Derived Marks which would materially limit the use by a Licensor of the Property.

(c)    In connection with any action by the Company to enforce, protect or defend the Property, to the extent used in connection with the Licensed Products and Licensed Services, or the Derived Marks, each Licensor may elect to retain counsel of his or her own choosing, in addition to the Company counsel, in order to monitor and participate in such action. The Company agrees to consider in good faith the views of such counsel and to keep the applicable Licensor and such counsel reasonably informed of the progress of any such action, subject to the preceding sentence.

 

5


7.    Protective Provisions.

(a)    From the date of this Agreement and continuing until the occurrence of a Bankruptcy Event or the approval by the Company’s shareholders of a plan of liquidation or dissolution of the Company (the “Non-Competition Period”), neither Licensor shall, directly or as owner, partner, investor, consultant, agent, officer, director, employee, co-venturer or otherwise, engage in Competitive Activity.

(b)    Each Licensor agrees that during the Non-Competition Period, such Licensor will not, either directly or through any agent or employee, Solicit any officer or employee of the Company or any of its subsidiaries to terminate his or her relationship with the Company or any of its subsidiaries or to apply for or accept employment with any enterprise, or Solicit any customer, supplier, licensee or vendor of the Company or any of its subsidiaries to terminate or materially modify its relationship with them, or, in the case of a customer, to conduct with any person any business or activity which such customer conducts or could conduct with the Company or any of its subsidiaries.

(c)    Notwithstanding any other provision of this Agreement, but subject to any employment or other agreement that a Licensor may have from time to time with the Company, other than as specified in Section 7(d) below, the licenses provided herein shall not prohibit either Licensor from: (i) engaging in other endeavors that do not compete with the Licensed Products or Licensed Services, including without limitation any fitness programs such as the XPT fitness program; (ii) using the Property to endorse products or engage in business activities that do not compete with the Company; (iii) making speeches or public appearances (including on radio, television, in films or over the Internet or similar media) for any purpose other than the promotion of a product or service that competes in any material respect with the Licensed Products or Licensed Services; (iv) writing any books, articles, movies, plays, scripts or other literary products, or appearing or performing in any plays, television shows, movies or other media, provided that such acts by Licensors do not promote a product or service that competes in any material respect with the Licensed Products or Licensed Services; (v) becoming a director, employee, partner, advisor, member, consultant or shareholder of, investor in or otherwise be engaged with any other company, corporation, partnership or other entity that does not compete in any material respect with the Licensed Products or Licensed Services; and (vi) activities which are incidental and do not infringe on the Company’s rights hereunder. In the event Company reasonably and in good faith determines that such activities have a materially adverse impact on the Company, the Company Name Rights, or the Derived Marks, Licensor shall cooperate in good faith to make such adjustments necessary to abate or minimize such adverse impact.

(d)    Prior to either Licensor entering an agreement to commence any commercial relationship (including without limitation as a promoter, brand ambassador, director, officer, consultant or investor) with a dietary supplement, food, or beverage provider that would not otherwise be prohibited by Section 7(a) (the “ROFR Supplement”), such Licensor shall provide the Company with written notice, which shall include the material details of such proposed commercial relationship (the “ROFR Notice”), and the Company shall have a right of first refusal over such activities (the “ROFR”). Upon receipt of the ROFR Notice, the Company shall have thirty (30) days to inform the relevant Licensor of its intention to exercise or waive its ROFR. The Company shall be deemed to have waived the ROFR if it shall not have informed the relevant Licensor within such thirty (30) day period of its intention to exercise the ROFR. Upon exercise of the ROFR, Licensor shall terminate any business discussions with the relevant nutritional or supplement provider and, if (a) the commercial relationship involves payment of an

 

6


immediate cash sum to the Licensor, the Company shall promptly pay such Licensor such amount, or (b) the commercial relationship involves payment of an amount which is uncertain or subject to other restrictions (e.g., a delayed payment, a royalty or an equity interest), the Company and Licensor shall promptly endeavor to agree to a materially equivalent arrangement (the “ROFR Payment”), as determined in the reasonable judgment of the Board of Directors of the Company. Upon agreement to pay the ROFR Payment, the ROFR Supplement (and materially similar products) shall be deemed to be within the Product Scope for purposes of this Agreement with respect to both Licensors.

(e) If the duration of, the scope of, or any business activity covered by any provision of this Section 7 is in excess of what is determined to be valid and enforceable under applicable law, such provision shall be construed to cover only that duration, scope or activity that is determined to be valid and enforceable. Each Licensor hereby acknowledges that this Section 7 shall be given the construction that renders its provisions valid and enforceable to the maximum extent, not exceeding its express terms, possible under applicable law.

8.    Certain Remedies.

(a)    The parties agree that the remedies at law for any material breach or threatened material breach of this Agreement, including monetary damages, are inadequate compensation for any loss and that the non-breaching party shall be entitled to seek specific performance of this Agreement. The parties hereto waive any defense to such claim that a remedy at law would be adequate. In the event of any actual or threatened material default in, or material breach of, any of the terms hereof, the party aggrieved thereby shall have the right to seeks specific performance and injunctive or other equitable relief with respect to its rights hereunder, in addition to any remedies available at law.

(b)    In the event that a Change in Control has occurred and in a Licensor’s reasonable and good faith judgment, any Licensed Product or Licensed Service utilizing Property relating to such Licensor fails (other than in an immaterial manner) to satisfy the Historical Standard following modifications to such Licensed Product or Licensed Service in connection with Section 4 hereof, then such Licensor, after providing the Company with thirty (30) business days’ notice, during which the Company may cure such failures, shall have the right to terminate the license granted under this Agreement to the Company for the use of the Property relating to such Licensor, subject to a six-month sell-off period for the Company with respect to its then-current inventory. In the event the Company or a Licensor brings legal action relating to this Section 8(b), such termination shall be tolled until such legal action is resolved either by settlement or final, un-appealable judgment.

9.    Certain Definitions.

(a)    “Affiliate” shall mean, with respect to a person, any other person which, directly or indirectly, controls, or is controlled by, or is under common control with, such person; as used in this definition, “control” (including, with its correlative uses “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

(b)    “Bankruptcy Event” shall mean the Company or any of the Company’s significant subsidiaries (as defined under clauses (1) or (2) of Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934, as amended; provided that references to “10 percent” in

 

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clauses (1) and (2) of such definition shall be replaced with “20 percent”), pursuant to or within the meaning of any Debtor Relief Law:

(1)    commences proceedings to be adjudicated bankrupt or insolvent;

(2)    consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking an arrangement of debt, reorganization, dissolution, winding up or relief under applicable Debtor Relief Laws;

(3)    consents to the appointment of a receiver, interim receiver, receiver and manager, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; or

(4)    makes a general assignment for the benefit of its creditors.

In addition, a “Bankruptcy Event” shall be deemed to have occurred when a court of competent jurisdiction enters an order or decree under any Debtor Relief Law (and the order or decree remains unstayed and in effect for 60 consecutive days) that:

(1)    is for relief against the Company or any significant subsidiary in a proceeding in which the Company or any significant subsidiary is to be adjudicated bankrupt or insolvent;

(2)    appoints a receiver, interim receiver, receiver and manager, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any significant subsidiary, or for all or substantially all of the property of the Company or any significant subsidiary; or

(3)    orders the liquidation, dissolution or winding up of the Company or any significant subsidiary.

(c)    “Change in Control” shall mean:

(1)    any transaction (or series of related transactions) that results in the acquisition of 50% or more of the outstanding voting securities of the Company by another entity or group (i.e., an entity or group other than all existing beneficial owners of the Company at the time of such transaction or series of related transactions); excluding, however, any acquisition by the Company;

(2)     consummation of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting shares of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

(3)    the Company’s shareholders approve a plan of complete liquidation of the Company or the sale or disposition of all or substantially all of the Company’s assets, and such liquidation, sale or disposition, as applicable, actually occurs.

 

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(d)    “Competitive Activity” shall mean any activity that, whether conducted as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or in any other relationship or capacity, competes with the natural food and beverage business, which shall without limitation include all products within the Product Scope (or any other business using any Property of either Licensor) of the Company or any of its subsidiaries, any dietary supplement, food, or beverage products of the Company approved by the Licensors, and any commercial partnership, joint venture or other strategic agreement between the Company or any of its subsidiaries and any third party in connection to the marketing, sale or distribution of such products; provided, however, that nothing contained in this Section 9(d) shall be deemed to prohibit a Licensor from acquiring, solely as a passive investment, less than 1% of the total outstanding securities of any publicly-traded corporation.

(e)    “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

(f)    The “Historical Standard” shall mean, generally, the reputation for quality of the Licensed Products, Licensed Services or other use of the Property by the Company before the date that Mr. Hamilton ceases to be an officer, director or employee of, or consultant to, the Company. The “Historical Standard” as applied to any Licensed Product shall additionally mean a nutritionally-focused product proposition, the ethical sourcing of ingredients, and the use of organic sourcing of ingredients to a commercially reasonable extent.

(g)    “Predecessor Agreements” shall mean that certain License Agreement between the Company and Ms. Reece, dated May 2, 2018, that certain License Agreement between the Company and Mr. Hamilton, dated August 3, 2015, and that certain License and Preservation Agreement between the Company, Ms. Reece and Mr. Hamilton, dated November 19, 2018.

(h)     “Product Scope” shall include: foods and beverages incorporating coconut products; teas, coffees, “creamer” or “whitener” coffee-additive products; products marketed as “superfood” products; powdered mushroom supplements; children’s and adult hydration beverages; “green drink” products; natural sleep-enhancing beverage products; natural focus-enhancing beverage products; natural “brain support” (BDNF)-beverage products; protein powder mixes for beverages; maca and botanical products; coffee and fat “chew”-type snack products; and any dietary supplement, food and beverage items manufactured or distributed by the Company during the term of this Agreement.

(i)     “Solicit” shall means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any person or entity, in any manner, with respect to any action.

10.    Miscellaneous.

(a)    This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. The parties agree that all actions and proceedings arising out of or relating directly or indirectly to this Agreement shall

 

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be litigated solely and exclusively in the state or federal courts located in the City of New York, New York, and that such courts are convenient forums. Each party hereby submits to the personal jurisdiction of such courts for purposes of any such actions or proceedings.

(b)    Subject to Section 2(a), this Agreement is not assignable by the either party without the prior written approval of the other party or parties, as applicable (or his, her or its legal representatives, heirs or estates), such approval not to be unreasonably withheld. Any such successor or assignee shall, upon written request, promptly provide the other party or parties (or his, her or its legal representatives, heirs or estates) with a written acknowledgement that it shall be bound by all the terms of this Agreement. This Agreement shall inure to the benefit of and be binding upon the successors, legal representative, heirs and assigns of each party hereto.

(c)    All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Licensors, their legal representatives, heirs or estates:

At the address(es) on file with the Company

If to the Company:

Laird Superfood, Inc.

275 W. Lundgren Mill Drive

Sisters, Oregon 97759

Attention: Chief Financial Officer

or to such other address as either party furnishes to the other in writing in accordance with this Section. Notices and communications shall be effective when actually received by the addressee, except in the event that (1) the postal service provides notice that a mailed notice is undeliverable or (2) a Party (or the Party’s legal representatives, heirs or estates) has failed to provide notice of a change of address in accordance with the terms of this Section 10(c) (either, a “Non-Deliverable Notice Event”). Upon a Party’s good faith determination that a Non-Deliverable Notice Event has occurred, notice shall be effective as of three (3) days from the date of the deposit of such notice with the postal service or hand-delivery courier service.

(d)    The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.

(e)    None of the provisions contained in this Agreement are intended by the parties hereto, nor shall they be deemed, to confer any benefit on any person not a party to this Agreement.

(f)    Each Licensor and the Company acknowledge that this Agreement supersedes any other agreement between them concerning the subject matter hereof, including the Predecessor Agreements, which are hereby terminated. To the extent any rights in any Predecessor Agreement conflict with the terms of this Agreement, the terms of this Agreement shall control and be binding upon the parties.

 

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g)    This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument.

(h)    The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

[Signature page follows]

 

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IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

 

LICENSORS:
  /s/ Laird J. Hamilton
Laird J. Hamilton
  /s/ Gabrielle A. Reece
Gabrielle A. Reece

 

COMPANY:
LAIRD SUPERFOOD, INC.
By:   /s/ Paul Hodge
Name:   Paul Hodge
Title:   Chief Executive Officer and President
EX-10.13 14 d934473dex1013.htm EX-10.13 EX-10.13

Exhibit 10.13

Execution Version

LOAN AGREEMENT

This Loan Agreement (“Agreement”) is entered into by and between Laird Superfood, Inc., an Oregon corporation with its chief executive offices at 207 N. Fir St., Unit B, Sisters, OR 97759 (“Borrower”), and East Asset Management, LLC, a Delaware limited liability company, with an office at 7777 NW Beacon Square Boulevard, Boca Raton, FL 33487 (“Lender”) effective as of August 10, 2017 (“Effective Date”).

RECITALS

Borrower has requested Lender to make the loans as provided herein and Lender is willing to make such loans to Borrower subject to the terms and conditions hereof.

NOW, THEREFORE, Borrower and Lender, in consideration of their mutual covenants contained in this Agreement and intending to be legally bound hereby, agree as follows:

SECTION 1.    TERM

Lender’s commitment to make Loans (as defined below) pursuant to the terms of this Agreement (the “Commitment”) shall commence as of the Effective Date and shall continue thereafter until August 10, 2022 (the “Maturity Date”), at which time the Commitment shall terminate and all Indebtedness (as defined below) of Borrower to Lender shall be due and payable.

SECTION 2.    DEFINITIONS.

2.1    Capitalized Terms. Unless defined elsewhere in this Agreement, capitalized terms used in this Agreement will have the meanings ascribed to them in the attached Appendix A.

2.2    UCC Terms. Unless the context clearly indicates otherwise, terms used in this Agreement that are not capitalized but that are defined in the UCC will have the meanings ascribed to them in the UCC.

SECTION 3.    LINE OF CREDIT LOANS

3.1    Primary Line of Credit Loan.

(a)    Subject to the terms and conditions and relying upon the representations and warranties set forth in this Agreement and the other Loan Documents, Lender agrees to make loans (the “Primary Loans”) to Borrower at any time or from time to time on or after the Effective Date up to and including the day immediately preceding the Maturity Date in an aggregate principal amount not exceeding, at any one time outstanding, the lesser of (i) the Borrowing Base (as described in Section 3.1(c) of this Agreement) and (ii) Three Million Dollars ($3,000,000) (collectively, the “Primary Loans Limit”). If Lender and Borrower mutually agree in writing, the Primary Loan Limit may be increased up to a maximum of Ten Million Dollars ($10,000,000). The obligations of Borrower to repay the unpaid principal amount of the Primary Loans and to pay interest on the unpaid principal amount thereof will be evidenced in part by a revolving credit note (the “Primary Note”) of Borrower in substantially the form attached as Exhibit A to this Agreement. Borrower shall use the proceeds of the Primary Loans for acquisition of inventory and other working capital purposes, and for no other purposes.

(b)    Borrower shall provide Lender written notice of each request for a Primary Loan, which written notice shall include the amount of the requested Primary Loan and a copy of the most recent Monthly Availability Report, as that term is defined in Section 3.1(c) below. If the amount of the requested Primary Loan is $1,000,000 or less and all other conditions precedent to funding the requested Primary


Loan are satisfied, then Lender shall disburse the funds to Borrower within five (5) business days of Lender’s receipt of the written notice of the request. If the amount of the requested Primary Loan is greater than $1,000,000 and all other conditions precedent to funding the requested Primary Loan are satisfied, then Lender shall disburse the funds to Borrower within ten (10) business days of Lender’s receipt of the written notice of the request. Lender shall not be required to fund any Primary Loan to Borrower if: (i) Lender has already made a Primary Loan in the calendar month in which Lender would be required to fund the requested Primary Loan pursuant to this Section 3.1(b); or (ii) the amount of the requested Primary Loan is less than $100,000, unless the amount of Primary Loans available for disbursement to Borrower based on the Primary Loan Limit at the time of the request is less than $100,000, in which case Lender shall be required to fund the requested Primary Loan so long as the amount thereof, together with all then outstanding Primary Loans, is not less than the then applicable Primary Loan Limit.

(c)    “Borrowing Base” shall be equal to the sum of: (i) ninety percent (90%) of the value of Borrower’s Qualified Accounts utilizing the average of a trailing three (3) months of actual book value, plus (ii) ninety percent (90%) of the value of Borrower’s Inventory, utilizing the average of a trailing three (3) months of actual book value, plus (iii) ninety percent (90%) of the value of Borrower’s Prepaid Inventory, utilizing the average of a trailing three (3) months of actual book value. If more than ninety (90) days have passed since Borrower acquired an item of Prepaid Inventory and that item of Prepaid Inventory has not arrived at or been delivered to Borrower’s Premises, then the value of that item of Prepaid Inventory may not be used in calculating the Borrowing Base unless and until it reaches Borrower’s Premises, at which time the item of Prepaid Inventory shall cease to be Prepaid Inventory and shall constitute Inventory. At the time of each request for a Primary Loan and in any event on or before the 20th day of each calendar month, Borrower shall provide Lender with a report as of the first day of such month (the “Monthly Availability Report”) setting forth a calculation of the Borrowing Base and including the information required by Section 7.1(i). Borrower’s calculation of the Borrowing Base as stated in a Monthly Availability Report shall be conclusive unless Lender provides Borrower with written notice objecting to Borrower’s calculation within five (5) business day of Lender’s receipt of the Monthly Availability Report.

(d)    If the Borrowing Base calculated in any Monthly Availability Report is less than the sum of all Primary Loans outstanding, Borrower shall, within 45 days of delivery of the Monthly Availability Report, repay to Lender, in funds immediately available, the amount of such excess together with all accrued interest on the amount of such repayment.

(e)    With respect to all accounts from time to time scheduled, listed or referred to in any Monthly Availability Report or in any other certificate, statement or report delivered to Lender as Qualified Accounts, Borrower warrants and represents to Lender that:

(i)    the accounts meet all specifications applicable to Qualified Accounts;

(ii)    the accounts are genuine, are in all respects what they purport to be, and are not evidenced by a note, instrument or judgment; and

(iii)    there are no facts, events or occurrences which in any way impair the validity or enforcement of any account or tend to reduce the amount payable under any account as shown on statements delivered to Lender with respect to any accounts.

 

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3.2    Secondary Line of Credit Loan.

(a)    Subject to the terms and conditions and relying upon the representations and warranties set forth in this Agreement and the other Loan Documents, Lender agrees to make loans (the “Secondary Loans”) to Borrower at any time or from time to time on or after the Effective Date up to and including the day immediately preceding the Maturity Date in an aggregate principal amount not exceeding, at any one time outstanding, Two Hundred Thousand Dollars ($200,000) (the “Secondary Loans Limit”). Borrower may borrow, repay and reborrow the Secondary Loans on a revolving basis, which means that there shall be available for disbursement to Borrower at all times during the term of this Agreement Secondary Loans in an amount equal to $200,000 minus the principal amount of Borrower’s then outstanding Secondary Loans. The obligations of Borrower to repay the Secondary Loans and to pay interest on the unpaid principal amount thereof will be evidenced in part by a revolving credit note (the “Secondary Note”) of Borrower in substantially the form attached as Exhibit B to this Agreement. Borrower shall use the proceeds of the Secondary Loans for working capital purposes, and for no other purposes.

(b)    Borrower shall provide Lender with written notice of each request for a Secondary Loan, which written notice shall include the amount of the requested Secondary Loan. If all conditions precedent to funding the requested Secondary Loan are satisfied, Lender shall disburse the Secondary Loan to Borrower within five (5) business days of Lender’s receipt of the written notice of the request. Lender shall not be required to make a Secondary Loan to Borrower if: (i) Lender has made a Secondary Loan in the calendar month in which Lender would be required to fund the requested Secondary Loan pursuant to this Section 3.2(b); or (ii) the amount of the requested Secondary Loan is less than $100,000, unless the amount of Secondary Loans available for disbursement to Borrower at the time of the request is less than $100,000, in which case Lender shall be required to make the requested Secondary Loan to Borrower so long as the amount thereof, together with all then outstanding Secondary Loans, is not less than the Secondary Loan Limit.

3.3    Repayment of Loans. The entire outstanding principal amount of, and all accrued and unpaid interest on, the Primary Loans and the Secondary Loans (each a “Loan” and together the “Loans”) shall be due and payable on the Maturity Date. Borrower may prepay all or any portion of the Indebtedness owed under either the Primary Loans or the Secondary Loans at any time, on the following conditions: (1) no more than one prepayment with respect to each of such Loans (in other words, a total of two prepayments each month) may occur within a calendar month; (2) the amount of each prepayment must be greater than or equal to $100,000, unless the outstanding principal amount of the Loan with respect to which the prepayment is being made is less than $100,000, in which case the amount of the prepayment must be equal to the outstanding principal amount of the Loan; and (3) the prepayment must be accompanied by all accrued and unpaid interest on the principal amount of the Loan being prepaid.

3.4    Interest Rate.

(a)    The outstanding principal balances of the Loans shall accrue interest at a fixed rate of fifteen percent (15%) per annum until paid in full; provided that, if Borrower fails to perform any Obligation within fifteen (15) days after Lender notifies Borrower of the failure to perform the Obligation when due with reasonable particularity, then the outstanding principal balances of the Loans shall accrue interest at a fixed rate of twenty percent (20%) per annum (the “Default Rate”) until the earlier of the payment in full of the Loans or the date on which the failure to perform the Obligation is cured to the reasonable satisfaction of Lender.

 

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(b)    Interest on the Loans shall be computed on the basis of a 365-day year. In computing interest on any Loan, the date of the making of the Loan shall be included and the date of payment shall be excluded if payment is received on or before Noon, Boca Raton time.

3.5    Payment of Interest. Interest accrued on the principal amount of the Loans shall be due and payable on the tenth (10th) day of each calendar month following the month during which such interest accrued; all accrued interest that is unpaid as of the Maturity Date shall become immediately due and payable on the Maturity Date without notice, presentment or demand of any kind.

3.6    Payments. All payments to be made in respect of principal, interest, fees or other amounts due from Borrower under this Agreement or under the Notes are payable at noon, prevailing time in Boca Raton, Florida, on the day when due, without presentment, demand, protest or notice of any kind, all of which are expressly waived, and an action for the payments will accrue immediately. All such payments must be made to Lender in U.S. dollars and in funds immediately available at such office, without setoff, counterclaim or other deduction of any nature. All such payments shall be applied first to costs and expenses due to Lender, then to accrued interest and then to principal.

3.7    Indemnity. Borrower will indemnify Lender against any loss or expense which Lender sustains or incurs as a consequence of an Event of Default, including, without limitation, any failure of Borrower to pay when due (by demand or otherwise) any principal, interest or any other amount due under this Agreement or the other Loan Documents, but excluding any loss or expense that Lender sustains or incurs to the extent arising or resulting from Lender’s gross negligence, willful misconduct, legal violation, or breach of this Agreement. If Lender sustains or incurs any such loss or expense, it will, from time to time, notify Borrower in writing of the amount determined in good faith by Lender (which determination will be presumptively deemed correct absent manifest error), to be necessary to indemnify Lender for the loss or expense. Any amount payable to Lender under this Section will bear interest at the Default Rate until paid. In no event will Borrower have any liability for any lost profits or any indirect, special, incidental, consequential or punitive damages.

SECTION 4.    CONDITIONS PRECEDENT TO THE MAKING OF EACH LOAN.

Lender’s obligation to make a disbursement of a Primary Loan or a Secondary Loan (a “Loan Advance”) under this Agreement shall be subject to the performance by Borrower of its Obligations to be performed hereunder and to the fulfillment of all of the conditions set forth in this Agreement and in the other Loan Documents, including without limitation, the following:

4.1 Loan Documents. Borrower shall have executed (as applicable) and delivered to Lender in form satisfactory to Lender this Agreement and the other Loan Documents, including the following documents: (a) the Note for the applicable Loan, (b) the Security Agreement, (c) a UCC-1 Financing Statement perfecting Lender’s Security Interests, (d) evidence of insurance as required in Section 7.1(b) below, and (e) any other instruments, documents, legal opinions and certificates required under this Agreement or the other Loan Documents or reasonably requested by Lender or its counsel, including without limitation any guaranties described below; and all filings contemplated by any of the foregoing shall have been made.

4.2 Representations and Warranties. The representations and warranties of Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct on the Effective Date and on the date of such Loan with the same effect as if made on and as of such date.

 

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4.3    Primary Loan Limit. With respect to a Primary Loan, the outstanding principal amount of the Primary Loans (including any requested Primary Loan) must not exceed the Primary Loan Limit as provided in Section 3.1(c).

4.4    No Event of Default. There shall not exist at the time of any funding of a Loan an Event of Default or Potential Default.

4.5    Certificate. There shall be delivered to Lender a certificate dated as of the Effective Date and signed by the secretary or an assistant secretary of Borrower certifying as to:

(a)    all corporate action taken by Borrower relative to this Agreement and any other Loan Document;

(b)    the names of the officer or officers of Borrower authorized to sign this Agreement and any other Loan Document and the true signatures of such officer or officers on which Lender may conclusively rely; and

(c)    copies of the articles of incorporation (recently certified by the Oregon Secretary of State) and bylaws of Borrower as in effect on the Effective Date.

4.6    Certificate of Existence. Borrower shall have delivered to Lender a Certificate of Existence issued by the Oregon Secretary of State no later than ten (10) days after the Effective Date.

4.7    Financial Statements. Borrower shall have delivered to Lender financial statements dated as of June 30, 2017, for the year-to-date operations evidencing operating conditions satisfactory to Lender in its sole discretion.

4.8    Insurance. Lender shall receive evidence that it has been named as lender loss payee/mortgagee on Borrower’s property insurance and an additional insured with respect to all liability coverage.

4.9    Material Adverse Change. Lender shall receive evidence reasonably satisfactory to Lender that no Material Adverse Change has occurred with respect to Borrower since December 31, 2016.

4.10    Fees. Borrower shall have reimbursed Lender for all fees, costs and out-of-pocket expenses incurred in connection with the negotiation, drafting, execution, and delivery of this Agreement and the other Loan Documents, including without limitation reimbursement of attorneys’ fees and expenses in an amount not to exceed $15,000.

4.11    Legal Details. All legal details and proceedings in connection with the transactions contemplated by this Agreement and all Loan Documents delivered to Lender pursuant to this Section 4 shall be in form and substance reasonably satisfactory to Lender and to counsel for Lender, and Lender shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to Lender and said counsel, as Lender or said counsel may reasonably request.

 

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SECTION 5.    BORROWER’S REPRESENTATIONS AND WARRANTIES.

Borrower represents and warrants to Lender that, as of the Effective Date, as of the date of the making of each Loan, as of the date of any renewal, extension or modification of any of the Loans, and at all times any Indebtedness exists: 5.1 Organization. Borrower is a corporation that is duly organized, validly existing and in good standing under the laws of the State of Oregon. Borrower is duly qualified or licensed to do business as a foreign corporation and is in good standing in all jurisdictions in which the ownership of its properties or the nature of its activities or both makes such qualification or licensing necessary. Borrower has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other Loan Documents executed by Borrower. Borrower has the full power, authority, licenses and permits to own and operate its properties and to transact the businesses in which it is presently engaged or presently proposes to engage.

5.2    Authorization. The execution, delivery, and performance of this Agreement and all other Loan Documents by Borrower, to the extent to be executed, delivered or performed by Borrower, have been duly authorized by all necessary corporate action by Borrower, do not require the consent or approval of any other person or Official Body, and do not conflict with, result in a violation of, or constitute a default under any provision of Borrower’s articles of incorporation or bylaws, any agreement or other instrument to which Borrower is a party or by which Borrower or any of its properties is bound or subject, or violate any Law applicable to Borrower.

5.3    Books and Records. The books of account and records of Borrower are complete and accurate in all material respects and represent actual, bona fide transactions.

5.4    Legal Effect. This Agreement constitutes, and upon execution by Borrower each other Loan Document to which Borrower is a party and any instrument or agreement required hereunder to be given by Borrower when delivered will constitute, the legal, valid and binding obligation of Borrower enforceable against Borrower, as well as on Borrower’s successors, representatives and assigns, in accordance with their respective terms, except as the foregoing may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, civil forfeiture, moratorium or similar laws, or by equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

5.5    Ownership and Control. The outstanding shares of Borrower’s capital stock have been duly authorized and validly issued, and are fully paid and nonassessable. Borrower is owned by the people or entities identified on Schedule 5.5 to this Agreement. There are no options, warrants, acquisition or purchase rights, sale agreements, pledges, proxies, voting trusts, powers of attorney or other agreements or instruments binding upon Borrower or any of its shareholders with respect to ownership of or voting rights with respect to shares of the capital stock of Borrower, except as set forth on Schedule 5.5 hereto. Borrower may periodically update the information on Schedule 5.5 over the term of this Agreement.

5.6    Subsidiaries. Except as set forth on Schedule 5.6, Borrower does not own any shares of stock or other equity interest, directly or indirectly, in any Subsidiary.

5.7    Financial Statements. All financial statements of Borrower (including the notes thereto) delivered to Lender present fairly in all material respects the financial condition of Borrower as of the end of the specified fiscal periods and, as applicable, the results of operations and the changes in financial position for the fiscal periods then ended, all in conformity with GAAP applied on a basis consistent with that of the preceding fiscal periods.

 

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5.8    Compliance with Laws. Borrower is not (a) in violation of any Law, the violation of which could result in a Material Adverse Change, or (b) subject to any material contingent liability on account of any Law.

5.9    Pension Plans. (a) Each Plan has been and will be maintained and funded in accordance with its terms and with all provisions of ERISA and other applicable Laws; (b) no termination or other event exists or has occurred with respect to the Plan which has resulted, or may result, in any liability to the Pension Benefit Guaranty Corporation (the “PBGC”) or any other Official Body; and (c) no withdrawal, either complete or partial, has occurred or commenced with respect to any multi-employer Plan, and there exists no intent to withdraw either completely or partially from any multi-employer Plan.

5.10    Patents, Licenses, Franchises. Borrower owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by Borrower, without known conflict with the rights of others.

5.11    Environmental Matters. (a) Borrower is not in violation of any Law concerning or relating to the environment or the existence, generation, storage, transportation or disposal of any material or substance regulated by any such Law (collectively referred to in this Section as the “Environmental Laws”) the violation of which could result in a Material Adverse Change; (b) neither Borrower nor any of its directors, officers, employees, agents or independent contractors, nor, to Borrower’s Knowledge, any predecessor person or entity, at such location has arranged, by contract, agreement or otherwise, (i) for the disposal or treatment of, or (ii) with a transporter for the transport for disposal or treatment of, any substance or material regulated by an Environmental Law at or to any location identified under an Environmental Law concerning cleanup of waste disposal sites; (c) Borrower is not an “owner” or “operator” of a “facility”, as defined under any Environmental Law; and (d) Borrower has not “owned” or “operated” any “facility” at the time when any hazardous substances were disposed of within the meaning of any Environmental Law.

5.12    No Event of Default; No Material Adverse Change. No event has occurred and is continuing and no condition exists which constitutes an Event of Default or Potential Default. Since the date of Borrower’s last fiscal year-end financial statement delivered to Lender, there has been no Material Adverse Change.

5.13    Property. Except for Permitted Encumbrances, Borrower owns and has good and marketable title to the Collateral, free and clear of all Security Interests, and has not executed any security documents or financing statements relating to the Collateral.

5.14    Litigation and Claims. Except as otherwise provided on Schedule 5.14, no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or, to Borrower’s Knowledge, threatened.

5.15    Taxes. Prior to the Effective Date, Borrower has delivered to Lender a true and accurate copy of Borrower’s federal income tax return for its tax year ended December 31, 2016. All tax returns and reports of Borrower that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided on the books and records of Borrower.

 

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5.16    Lien Priority. Borrower has not entered into or granted any Security Interests, or consented to the filing or attachment of any Security Interests on or affecting any of the Collateral as of the Effective Date that directly or indirectly secures repayment of the Loans and the Notes.

5.17    Commercial Purposes. Borrower intends to use the Loan proceeds solely for business and commercial related purposes.

5.18    Information. All information heretofore or contemporaneously herewith furnished by Borrower to Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all information hereafter furnished by or on behalf of Borrower to Lender will be, true and accurate in every material respect on the date as of which such information is dated or certified; and none of such information is or will be materially incomplete by omitting to state any material fact necessary to make such information not misleading. Borrower has disclosed to Lender in writing every fact known to it which materially and adversely affects, and would materially and adversely affect, the assets, business, operations or financial condition of Borrower or the ability of Borrower to perform its obligations under this Agreement and the other Loan Documents.

5.19    Survival of Representations and Warranties. Borrower agrees that the foregoing representations and warranties shall be continuing in nature and shall remain in full force and effect until such time as the Indebtedness is paid in full, or until this Agreement is terminated in the manner provided below, whichever is the last to occur.

SECTION 6.    LENDER’S REPRESENTATIONS AND WARRANTIES.

Lender represents and warrants to Borrower that, as of the Effective Date:

6.1    Organization. Lender is a limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware. Lender has the full power and authority to own its properties and to transact the businesses in which it is presently engaged or presently proposes to engage.

6.2    Authorization. The execution, delivery, and performance of this Agreement and all other Loan Documents by Lender, to the extent to be executed, delivered or performed by Lender, have been duly authorized by all necessary action by Lender; do not require the consent or approval of any other person or Official Body; and do not conflict with, result in a violation of, or constitute a default under any provision of Lender’s articles of organization, operating agreement, or any agreement or other instrument binding on Lender.

6.3    Legal Effect. This Agreement constitutes, and upon execution by Lender each other Loan Document to which Lender is a party when delivered will constitute, the legal, valid and binding obligation of Lender enforceable against Lender, in accordance with its terms, except as the foregoing may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, civil forfeiture, moratorium or similar laws, or by equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

 

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SECTION 7.    BORROWER’S COVENANTS.

7.1    Covenants. Borrower covenants and agrees with Lender that, while this Agreement is in effect and until payment in full of the Indebtedness, unless otherwise consented to in writing by Lender:

(a)    Preservation of Existence, Franchise and Licenses. Borrower will maintain its corporate existence, rights, franchises, licenses and permits in full force and effect so long as maintaining such corporate existence, rights, franchises, licenses, and permits in full force and effect is necessary or advisable for the reasonable and prudent conduct of the Company’s business. Borrower will remain in good standing in its jurisdiction of incorporation and will qualify and remain qualified as a foreign corporation in each jurisdiction in which failure to receive or retain qualification would result in a Material Adverse Change.

(b)    Insurance. Borrower will maintain, with financially sound and reputable insurers, insurance with respect to its properties and business and against such liabilities, casualties and contingencies and of such types and in such amounts as is reasonably satisfactory to Lender and as is customary in the case of corporations or other entities engaged in the same or similar business or having similar properties similarly situated, provided that Borrower shall insure the Collateral on a replacement cost basis. Risk of loss of, damage to or destruction of the Collateral is on Borrower. Each of Borrower’s policies of insurance shall contain lender loss payable/mortgagee clauses in favor of Lender, shall insure Lender regardless of the conduct or neglect of Borrower, and shall contain provision for written notification of Lender at least thirty (30) days prior to termination of such policy. If Borrower fails to effect and keep in full force and effect such insurance or fails to pay the premiums when due, Lender may (but shall not be obligated to) do so for the account of Borrower and add the cost thereof to the Obligations. Borrower assigns and sets over to Lender (as its interest may appear) all monies, up to the amount of any unpaid Indebtedness, which may become payable on account of such insurance and directs the insurers to pay Lender (as its interest may appear) any amount so due. Lender is irrevocably appointed attorney-in-fact of Borrower to endorse any draft or check which may be payable to Borrower in order to collect the proceeds of such insurance. Any money that Lender obtains on account of Borrower’s insurance shall be applied to the Indebtedness owed under the Loans. Any money that Lender receives in excess of the outstanding Indebtedness shall promptly be distributed to Borrower. Borrower shall furnish to Lender, on request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (i) the name of the insurer; (ii) the risks insured; (iii) the amount of the policy; (iv) the properties insured; (v) the then-current property values on the basis of which insurance has been obtained; and (vi) the expiration date of the policy.

(c)    Financial Accounting Practices. Borrower will make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect its transactions and dispositions of its assets and will maintain an adequate system of internal accounting controls.

(d)    Visitation. Borrower will permit such persons as Lender may designate from time to time to visit and inspect any of the properties of Borrower, to examine, and to make copies and extracts from, the books and records of Borrower and to discuss its affairs with its officers and employees and its independent accountants, at such reasonable times and as often as Lender may reasonably request.

(e)    Compliance with Laws. Borrower shall comply with all applicable Laws.

(f)    Pension Plans. Borrower shall make contributions to all of Borrower’s Plans in a timely manner and comply with all material requirements of ERISA which relate to such Plans.

 

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(g)    Maintenance of Patents, Trademarks, etc. Borrower shall maintain in full force and effect all patents, trademarks, trade names, copyrights, licenses, franchises, permits and other authorizations necessary for the ownership and operation of its properties and business if the failure to so maintain the same would substantially interfere with the normal operations of Borrower or could reasonably be expected to result in a Material Adverse Change.

(h)    Notifications. Borrower shall promptly inform Lender in writing of: (a) Borrower forming any Subsidiary; (b) any amendment of Borrower’s Articles of Incorporation or Bylaws; (c) the existence or threat of any material proceeding by or before any Official Body, including without limitation, (i) the Food and Drug Administration issuing an enforcement notice to Borrower and (ii) the Occupational Safety and Health Administration issuing a notice of violation to Borrower; (d) all legal actions filed against Borrower; (e) any Event of Default or Potential Default; (f) any Material Adverse Change.

(i)    Monthly Availability Reports. On or before the 20th day of each month, Borrower shall provide Seller with a Monthly Availability Report, which shall include the following:

 

  (1)

A statement of Borrower’s calculation of the Borrowing Base;

 

  (2)

A balance sheet of Borrower as of the first day of the month, a statement of cash flow of Borrower as of the first day of the month, and statements of income and surplus of Borrower as of the first day of the month and for that part of the fiscal year ending as of the first day of the month, all in reasonable detail;

 

  (3)

Agings of accounts payable and accounts receivable as of the first day of the month, in form and detail as Lender may request, together with a report reconciling Borrower’s accounts payable, accounts receivable, Inventory, and Prepaid Inventory to Borrower’s general ledger and the preceding Monthly Availability Report; and

 

  (4)

An updated listing of all Inventory and Prepaid Inventory of Borrower, including a report showing the value of such Inventory and Prepaid Inventory and a report reconciling Inventory and Prepaid Inventory to Borrower’s general ledger and the preceding Monthly Availability Report. Each listing of Prepaid Inventory shall state the date that Borrower acquired each item of Prepaid Inventory.

(j)    Annual Financial Reports. As soon as practicable, and in any event within one hundred and twenty (120) days after the close of each fiscal year of Borrower, Borrower will furnish to Lender statements of income, retained earnings and cash flow of Borrower for such fiscal year and a balance sheet of Borrower as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year, with such statements and balance sheet to be reviewed by independent certified public accountants of recognized standing selected by Borrower.

(k)    Guaranty. If Borrower establishes any Subsidiaries, then Borrower shall cause any such Subsidiaries to execute an agreement guaranteeing the Loans in form and substance reasonably acceptable to Lender.

 

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(l)    Other Agreements. Borrower shall materially comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender promptly in writing of any material default in connection with any other such agreements that, in Borrower’s reasonable judgment, could result in a loss or claim against Borrower in excess of $50,000.

(m)    Taxes, Charges and Liens. Borrower shall pay and discharge when due all of its indebtedness and other obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed on Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge on any of Borrower’s properties, income, or profits. Provided however, Borrower shall not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as (i) the legality of the same shall be contested in good faith by appropriate proceedings, and (ii) Borrower shall have established on its books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP.

(n)    Further Information. Borrower will promptly furnish to Lender such other information, and in such form, as Lender may reasonably request from time to time.

(o)    Annual Tax Return Filing. Borrower will promptly furnish to Lender a copy of its U.S. Income Tax Return upon its annual filing.

(p)    Dissolution. Borrower shall not dissolve, and will not wind up or liquidate its business and affairs.

(q)    Sales and Reorganizations. Borrower shall not enter into any transaction involving the sale of all or substantially all of Borrower’s assets, or the reorganization, recapitalization, consolidation, conversion, or merger of Borrower.

(r)    Debt; Security Interests. Borrower shall first provide written notice to Lender before Borrower incurs or assumes any new obligation to pay money; provided, however, that Borrower shall not be required to provide Lender with prior written notice with respect to any accounts payable or other trade payables that Borrower incurs in the ordinary course of Borrower’s business, any operating or capital leases, or any promissory notes that, in aggregate, amount to less than $10,000. Borrower shall not grant any security interest in Borrower’s accounts receivable, Inventory, Prepaid Inventory or other Collateral except in favor of Lender.

SECTION 8.    RIGHT TO PARTICIPATE IN FUTURE EQUITY OFFERINGS

8.1    Subsequent Offerings; Right to Participate. Subject to applicable securities laws, Borrower hereby grants to Lender, for the period beginning on the Effective Date and ending on the fifth year anniversary of the Effective Date, a right of first refusal to purchase up to 20% of any shares of Borrower’s capital stock, or any options, rights, warrants or securities convertible into or exchangeable for, shares of Borrower’s capital stock (“Equity Securities”), which are proposed to be offered and sold by Borrower, on the same terms and conditions being offered to other investors, except at a price per Equity Security that is 80% of the price per Equity Security being offered to the other investors in such offering. Lender’s right of first refusal under this section may not be exercised at any time when Lender is in breach of this Agreement or any other Loan Document.

 

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8.2    Exercise of Rights. If Borrower proposes to issue any Equity Securities that are subject to the right of first refusal set forth in Section 8.1 above, then Borrower shall give Lender written notice of its intention, describing the Equity Securities, the price, and the terms and conditions on which Borrower proposes to issue the Equity Securities. Lender shall have fifteen (15) days from the delivery of such notice to notify Borrower in writing of the amount of the Equity Securities that Lender intends to purchase on the terms and conditions specified in the notice and as authorized pursuant to Section 8.1 above. Lender may only exercise Lender’s right of first refusal with respect to those Equity Securities that are not purchased by Borrower’s shareholders pursuant to their rights under the Shareholder Rights Agreement. If Lender does not notify Borrower of its intention to purchase Equity Securities within that time, Borrower shall be under no obligation to sell any of such offered Equity Securities to Lender and may sell them as provided in Section 8.3 below.

8.3    Issuance of Shares to Other Persons. If Lender does not elect to purchase Equity Securities as provided in Sections 8.1 and 8.2, then Borrower may sell any such Equity Securities to third parties at the price and on the terms and conditions set forth in the notice to Lender or at a price and on terms and conditions more favorable to Borrower.

8.4    Excluded Shares. Without limitation, the right of first refusal established by this Section 8 shall have no application to any of the following Equity Securities:

(a)    Equity Securities representing, in the aggregate, not more than five percent (5%) of Borrower’s issued and outstanding capital stock on a fully-diluted basis, issued as bona fide compensation to employees, consultants, directors, or advisors to Borrower or any Subsidiary of Borrower, pursuant to any equity incentive plan that Borrower may adopt from time to time;

(b)    Equity Securities issued for consideration other than cash pursuant to a bona fide arms’-length merger, consolidation, acquisition or similar business combination approved by Borrower’s board of directors;

(c)    Equity Securities issued (i) in connection with the conversion, recapitalization or reorganization of outstanding Equity Securities or (ii) as a pro rata distribution or dividend in respect of outstanding Equity Securities in connection with a stock split or similar event;

(d)    Equity Securities issued (i) pursuant to any bona fide, arms-length equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution or (ii) in connection with strategic transactions involving Borrower and other entities, such as joint ventures, marketing or distribution arrangements; provided that with respect to any issuance of Equity Securities described in (i) and (ii), (A) Borrower’s board of directors has approved the issuance of such Equity Securities and (B) the Equity Securities to be issued in such case represent 10% or more of Borrower’ issued and outstanding capital stock on a fully diluted basis; and

(e)    Equity Securities that are issued by Borrower pursuant to a registration statement filed under the Securities Act in connection with an initial public offering.

8.5    Survival. Lender’s rights under Section 8.1 shall survive termination of this Agreement for the time period specified in Section 8.1, unless the termination is the result of Lender’s material default or material breach of this Agreement, in which case Lender’s rights under Section 8.1 shall immediately terminate.

 

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SECTION 9.    EVENTS OF DEFAULT.

An “Event of Default” means the occurrence or existence of one or more of the following events or conditions:

9.1    Borrower shall fail to pay any Obligation, including without limitation, any principal or interest on any Loan, any other amount payable pursuant to this Agreement or any of the other Loan Documents, within ten days of when due.

9.2    Any representation or warranty made by Borrower under this Agreement, the other Loan Documents or any statement made by Borrower in any financial statement, certificate, report, exhibit or document furnished by Borrower to Lender pursuant to this Agreement or the other Loan Documents shall prove to have been false or misleading in any material respect as of the time when made.

9.3    Lender’s Security Interest in the Collateral under the Security Agreement or any of the other Loan Documents is or shall become unperfected, unless the Security Interest is or becomes unperfected due to the act or omission of Lender, or an Encumbrance other than a Permitted Encumbrance shall affect the Collateral.

9.4    Borrower shall be in default in the performance or observance of any Obligation under this Agreement, or any of the other Loan Documents or any of the other agreements, instruments, documents or undertakings arising under or in connection with any of Loans, other than those referred to in Section 9.1, if such default shall continue for longer than twenty (20) days after receipt of notice from Lender of the default with reasonable particularity; provided that, if the default is of such a nature that it cannot be completely remedied within the twenty (20) day period, this provision shall be complied with and no Event of Default under this Agreement shall exist if Borrower begins correction of the default within the twenty (20) day period and thereafter proceeds with reasonable diligence and in good faith to effect the remedy as soon as practicable.

9.5    Borrower fails to cause the outstanding principal amount of the Primary Loans to cease to exceed the Borrowing Base within 45 days of Borrower’s delivery of a Monthly Availability Report that calculates a Borrowing Base that is less than the sum of all Primary Loans under Section 3.1(c).

9.6    Lender does not consent in writing to this Agreement continuing in effect within thirty (30) days after Laird Hamilton’s death.

9.7    Borrower shall (i) default (as principal or guarantor or other surety) in any payment of principal of or interest on any obligation for borrowed money in excess of Fifty Thousand Dollars ($50,000) beyond any period of grace with respect thereto or, if such obligation or obligations is or are payable or repayable on demand, shall fail to pay or repay such obligation or obligations when demanded or (ii) default in the observance of any covenant, term or condition contained in any agreement or instrument by which such obligation or obligations is or are created, secured or evidenced if the effect of such default is to cause, or to permit the holder or holders of such obligation or obligations (or a trustee or agent on behalf of such holder or holders) to cause, all or part of such obligation or obligations to become due before its or their otherwise stated maturity.

9.8    (a) A judgment for the payment of money in excess of Fifty Thousand Dollars ($50,000) is entered, and remains open and not stayed for a period in excess of thirty (30) days; or (b) a writ or warrant of attachment, garnishment, execution, distraint or similar process shall have been entered or issued against

 

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Borrower or any of Borrower’s properties other than accounts receivable, Inventory, Prepaid Inventory or proceeds thereof and shall remain pending and not stayed for a period in excess of thirty (30) days; or (c) a writ or warrant of attachment, garnishment, execution, distraint or similar process shall have been entered or issued against Borrower’s accounts receivable, Inventory, Prepaid Inventory or proceeds thereof.

9.9    The indictment or threatened indictment of Borrower under any criminal statute, or commencement or threatened commencement of criminal or civil proceedings against Borrower pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture of any of the property of Borrower or are in excess of Fifty Thousand Dollars ($50,000).

9.10    A Material Adverse Change shall have occurred, in which event, (i) Borrower shall have sixty (60) days to make payment in full of all Obligations before Lender may exercise any of its rights under Section 10(a) or (c) of this Agreement or under Section 7 of the Security Agreement, and (ii) Borrower shall pay all proceeds of the Collateral, in excess of the ordinary course expenses of the Company, to Lender, which payments shall be applied by Lender as provided in Section 3.6.

9.11    Borrower shall become insolvent, shall become generally unable to pay its debts as they become due, shall voluntarily suspend transaction of its business, shall make a general assignment for the benefit of creditors, shall dissolve, wind-up or liquidate itself or any substantial part of its property, or shall take any action in furtherance of any of the foregoing; or

9.12    A proceeding shall: (a) be instituted by Borrower: seeking to have an order for relief entered or seeking a declaration or entailing a finding that Borrower is insolvent or a similar declaration or finding, or seeking dissolution, winding-up, charter revocation or forfeiture, liquidation, reorganization, arrangement, adjustment, composition or other similar relief or with respect to Borrower’s assets or debts under any law relating to bankruptcy, insolvency, relief of debtors or protection of creditors, termination of legal entities of any other similar law now or in the future in effect; or seeking appointment of a receiver, trustee, custodian, liquidator, assignee, sequestrator or other similar official for Borrower or for all or any substantial part of Borrower’s property; or (b) have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of Borrower in an involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or for a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of Borrower for any substantial part of its property, or for the winding-up or liquidation of its affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of thirty (30) consecutive days or such court shall enter a decree or order granting any of the relief sought in such proceeding.

SECTION 10.    EFFECT OF AN EVENT OF DEFAULT.

10.1    Default by Borrower.

(a)    If an Event of Default specified in Sections 9.1 through 9.10 of this Agreement occurs and continues or exists, Lender will be under no further obligation to make Loans and may demand all amounts owing by Borrower under this Agreement and the other Loan Documents to be immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are expressly waived, and an action for any amounts due shall accrue immediately. If an Event of Default specified in Sections 9.11 or 9.12 of this Agreement occurs and continues or exists, Lender will be under no further obligation to make Loans and all amounts owing by Borrower under this Agreement, any of the other Loan Documents and any other agreement, instrument, document or undertaking arising under or in connection with any of the Indebtedness, shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived, and an action for any amounts due shall accrue immediately.

 

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(b)    If an Event of Default occurs or exists, Lender may, in its sole discretion, reduce the Borrowing Base by adjusting the advance rates or by creating such reserves as Lender shall, in its sole discretion, deem appropriate.

(c)    If an Event of Default occurs and continues or exists, Lender may exercise each and every right and remedy granted to Lender under the Loan Documents, the UCC and any other applicable Law and at equity. All such rights and remedies are cumulative and not exclusive of any rights or remedies which Lender would otherwise have.

SECTION 11.    TERMINATION

11.1    Termination of Credit Facility. The Loans made available to Borrower under this Agreement shall be terminable on the Maturity Date, or upon the occurrence of an Event of Default under this Agreement.

11.2    Effect of Termination. In the event that this Agreement or the Loans are terminated for any reason, the outstanding balance of the Loans, together with any accrued and unpaid interest thereon, any fee payable pursuant to this Agreement, and any other sums then due pursuant to the terms of this Agreement, the other Loan Documents or any other agreement, instrument, or document or undertaking arising under or in connection with the Indebtedness, shall be due and payable immediately. Notwithstanding termination of this Agreement or an Event of Default, all covenants and agreements of Borrower will continue in full force and effect from and after the date of this Agreement until irrevocable payment and performance in full of all Obligations of Borrower and payment of the Indebtedness. All obligations of Borrower to indemnify Lender expressly provided for in any one or more of the Loan Documents will survive the payment in full of all Obligations of Borrower under this Agreement and the other Loan Documents.

SECTION 12. MISCELLANEOUS PROVISIONS.

12.1    Time of Essence. Time is of the essence with respect to all dates and time periods in this Agreement.

12.2    No Assignment. Neither party may assign or delegate any of the party’s rights or obligations under this Agreement to any person without the prior written consent of the other party, which the other party may withhold in the other party’s sole discretion; provided, however, Lender may assign its rights and obligations under this Agreement and the other Loan Documents without the consent of Borrower to any of the following people, provided that Lender shall agree to perform Lender’s obligations hereunder in the event such assignee fails to perform such obligations: (A) to one or more of the owners of Lender, (B) to an entity that controls, is controlled by or is under common control with Lender, or (C) to a trust or other entity established by one or more of the owners of Lender for the benefit of such owner’s spouse and/or one or more of such owner’s descendants.

12.3    Authority. The signatories to this Agreement warrant that they have the authority to execute this Agreement on behalf of the party for whom they are signing, and to bind such party to the terms of this Agreement.

 

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12.4    Binding Effect. This Agreement will be binding on the parties and their respective heirs, personal representatives, successors, and permitted assigns, and will inure to their benefit.

12.5    Amendment. This Agreement may be amended only by a written document signed by the party against whom enforcement is sought.

12.6    Notices. All notices or other communications required or permitted by this Agreement:

(a)    must be in writing;

(b)    must be delivered to the parties at the addresses set forth below, or any other address that a party may designate by notice to the other parties; and

(c)    are considered delivered:

 

  (1)

on actual receipt if delivered personally, by e-mail, or by a nationally recognized overnight delivery service; or

 

  (2)

at the end of the third business day after the date of deposit in the United States mail, postage pre-paid, certified, return receipt requested.

 

To Lender:

   To Borrower:

East Asset Management, LLC

   Laird Superfood, Inc.

7777 NW Beacon Square Blvd.

   P.O. Box 2270

Boca Raton, FL 33487

   Sisters, OR 97759

agusky@emslp.com

   paul@lairdsuperfood.com

Attn: Adam Gusky

   Attn: Paul Hodge

With a copy to:

   With a copy to:

David J. Lowe

   Jon J. Napier

Sherrard, German & Kelly, P.C.

   Karnopp Petersen LLP

535 Smithfield Street, Suite 300

   360 SW Bond Street, Suite 400

Pittsburgh, PA 15222

   Bend, OR 97702

djl@sgkpc.com

   jjn@karnopp.com

12.7    Severability. If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired.

12.8    Confidentiality. Lender shall treat all non-public information concerning Borrower that is provided to Lender by Borrower or otherwise accessed by Lender, including without limitation the copy of Borrower’s 2016 income tax return, all information provided to Lender in each Monthly Availability Report, and all information concerning Borrower accessed under the Security Agreement, as strictly confidential. Lender shall not disclose such information to any person without Borrower’s specific prior written authorization and shall not use such information except in connection with this Agreement and the Loans. Notwithstanding the foregoing, Lender may disclose information concerning Borrower (i) pursuant to what Lender reasonably and in good faith believes to be the lawful requirements or request of any Official

 

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Body, (ii) as required by any applicable Law, and (iii) to its attorneys, accountants and auditors. To the extent that Lender discloses any information pursuant to items (i) or (ii) above, Lender shall endeavor to provide to the extent permitted by law prompt notice of such disclosure to Borrower.

12.9    Further Assurances. The parties will sign other documents and take other actions reasonably necessary to further effect and evidence this Agreement.

12.10    Remedies. The parties will have all remedies available to them at law or in equity. All available remedies set forth herein and in the other Loan Documents are cumulative and may be exercised singularly or concurrently.

12.11    Construction. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against any party. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any part of it.

12.12    Governing Law. This Agreement is governed by, and construed and enforced in accordance with the laws of the State of Oregon, the state in which this Agreement shall be deemed to have been executed and delivered without giving effect to any conflict-of-law principle that would result in the laws of any other jurisdiction governing this Agreement.

12.13    CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL WAIVER.

(A)    EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SECTION 12.13, EACH OF THE PARTIES HERETO AGREES THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY BY STATE COURTS LOCATED IN PALM BEACH COUNTY, FLORIDA OR THE FEDERAL COURTS IN THE SOUTHERN DISTRICT OF FLORIDA. EACH OF THE PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO THIS AGREEMENT ANY OBJECTIONS THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

(B)    OTHER JURISDICTIONS. BORROWER AGREES THAT LENDER SHALL HAVE THE RIGHT TO PROCEED IN A COURT IN ANY LOCATION TO ENABLE LENDER TO (1) OBTAIN PERSONAL JURISDICTION OVER BORROWER OR ANY PROPERTY OF BORROWER, INCLUDING ANY PROPERTY WHICH IS SECURITY FOR THE OBLIGATIONS TO LENDER OR (2) TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LENDER. BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN THE WHICH LENDER HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION.

(C)    WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR

 

17


INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THE RIGHT TO TRIAL BY JURY.

(D)    ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS AND WARRANTS TO THE OTHER PARTY HERETO THAT IT HAS DISCUSSED, OR HAS HAD AN OPPORTUNITY TO DISCUSS, THIS AGREEMENT, AND SPECIFICALLY THE PROVISIONS OF THIS SECTION 12.13, WITH COUNSEL OF ITS OWN CHOOSING.

12.14    Attorney’s Fees. If any arbitration, action, suit, or proceeding is instituted to interpret, enforce, or rescind this Agreement, or otherwise in connection with the subject matter of this Agreement, the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorney’s fees and other fees, costs, and expenses of every kind, incurred in connection with the arbitration, action, suit, or proceeding, any appeal or petition for review, the collection of any award, or the enforcement of any order, as determined by the arbitrator or court.

12.15    Entire Agreement. This Agreement and the other Loan Documents contain the entire understanding of the parties regarding their subject matter and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to their subject matter.

12.16    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one instrument. Copies of signature by facsimile, electronic scan, or otherwise shall be treated as original signatures.

12.17    Expenses. Borrower shall bear its expenses and legal fees incurred with respect to this Agreement and the transactions contemplated herein. Borrower shall reimburse Lender for fees and expenses incurred by Lender in the negotiation and preparation of this Agreement and the other Loan Documents, up to a maximum reimbursable amount of $15,000.

12.18    Attorneys. The parties understand that the law firm of Karnopp Petersen LLP has served as legal counsel to Borrower in the negotiation of the terms of this Agreement, and does not represent Lender in connection with this Agreement. Lender acknowledges that Lender has consulted with Lender’s own legal counsel or has knowingly waived Lender’s right to do so.

[signature page follows]

 

18


Dated effective as of the Effective Date.

       

Borrower:

      Lender:

LAIRD SUPERFOOD, INC., an Oregon corporation

      EAST ASSET MANAGEMENT, LLC, a
Delaware limited liability company

By:

 

/s/ Paul Hodge

                                   By:  

/s/ Adam Gusky

 

Paul Hodge, President

      Name:  

Adam Gusky

        Title:  

Treasurer


APPENDIX A

Definitions

The following words shall have the following meanings when used in this Agreement. Terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America.

Agreement” means this Loan Agreement, as this Loan Agreement may be amended or modified from time to time, together with all appendices, exhibits and schedules attached to this Loan Agreement from time to time.

Borrower” means Laird Superfood, Inc., an Oregon corporation.

Borrower’s Premises” means any premises, including without limitation any warehouse, processing facility, or other site in the United States of America, that is owned, leased, or otherwise used by Borrower in conducting its business.

Borrower’s Knowledge” means the actual knowledge of Paul Hodge, Laird Hamilton, or Thomas Wetherald and the knowledge each such person could reasonably be expected to obtain in the ordinary course of such individual’s duties and responsibilities for the Company.

Collateral” shall have the meaning given that term as set forth in the Security Agreement. “Encumbrance” means any lien, mortgage, pledge, security interest, or other encumbrance.

ERISA” means the Employee Retirement Income Security Act of 1974 as in effect as of the date of this Agreement and as amended from time to time in the future.

Event of Default” means and includes without limitation any of the Events of Default set forth above in Section 8.

GAAP” means generally accepted accounting principles (as such principles may change from time to time) applied on a consistent basis (except for changes in application in which Borrower’s independent certified public accountants concur).

Indebtedness” means and includes all Loans, together with all other Obligations, or any one or more of them.

Inventory” means and includes Borrower’s Goods that are held for sale, or consist of raw materials, work in process, or materials used or consumed in Borrower’s business, as identified under the inventory line of Borrower’s balance sheet, and that are current assets of Borrower.

Law” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body.

Loan Document” or “Loan Documents” mean individually or together, as the context may require, this Agreement, the Security Agreement, the Notes, UCC-1 financing statements filed in accordance with this Agreement and the other Loan Documents, and any and all guaranty agreements, support agreements,

 

LOAN AGREEMENT – APPENDIX A


collateral assignments and other documents, instruments, certificates, assignments, and agreements now or hereafter executed and delivered in connection with this Agreement or the Indebtedness, as any of them may be amended, modified, extended or supplemented from time to time. 

Material Adverse Change” shall mean a material adverse change in (a) the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower; (b) the ability of Borrower to perform any of its payment or other obligations under this Agreement or any of the other Loan Documents to which it is a party; (c) the legality, validity or enforceability of the obligations of Borrower under this Agreement or any of the other Loan Documents to which it is a party; or (d) the ability of Lender to exercise its rights and remedies with respect to, or otherwise realize upon, any of the Collateral or any other security for the obligations set forth in this Agreement or any other Loan Document, unless the material adverse change in Lender’s ability to exercise its rights and remedies arises from or is caused by Lender’s act or omission.

Notes” means, collectively, the Promissory Note in the principal amount of up to $3,000,000.00, dated of even date herewith, made by Borrower in favor of Lender; the Promissory Note in the principal amount of up to $200,000.00, dated of even date herewith, made by Borrower in favor of Lender; and any substitute, replacement or refinancing note or notes therefor.

Obligation” or “Obligations” means and refers to any present and future obligation of any kind owed (or all such obligations) by Borrower to Lender, including but not limited to all of Borrower’s obligations arising out of any of the Loan Documents.

Official Body” means any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal grand jury or arbitrator, in each case whether foreign or domestic.

“Permitted Encumbrances” means:

 

  (a)

Encumbrances in favor of Lender;

 

  (b)

Encumbrances arising by operation of law for taxes, assessments, or government charges not yet due;

 

  (c)

statutory Encumbrances for services or materials arising in the ordinary course of Borrower’s business for which payment is not yet due; and

 

  (d)

nonconsensual Encumbrances incurred or deposits made in the ordinary course of Borrower’s business for workers’ compensation and unemployment insurance and other types of social security.

Plan” means any deferred compensation program, including both single and multi-employer plans, subject to Title IV of ERISA and established and maintained for employees of Borrower, any Subsidiary or any controlled group of trades or businesses under common control as defined respectively in Section 1563 and 414(c) of the Internal Revenue Code of 1986, as amended, of which Borrower or any Subsidiary is or becomes a part.

Potential Default” means any event or condition which, with notice or the passage of time, or both, would constitute an Event of Default.

 

LOAN AGREEMENT – APPENDIX A


Prepaid Inventory” means and includes Goods, as identified under the prepaid inventory line of Borrower’s balance sheet, that Borrower acquires outside of the borders of the United States of America and that have not yet arrived at or been delivered to Borrower’s Premises. Any Good that is considered Prepaid Inventory shall cease to be Prepaid Inventory and shall constitute Inventory when it reaches Borrower’s Premises.

Qualified Accounts” means an account receivable, net of any prepayments, progress payments, deposits and retention, owing to Borrower which meets the following specifications at the time it came into existence and continues to meet such specifications until it is collected in full:

(i)    The account is not more than ninety (90) days from the date of the invoice on net thirty (30) days or similar commercially reasonable terms;

(ii)    The account arose from the performance of services or an outright sale of goods by Borrower in the ordinary course of Borrower’s business and such goods have been shipped, or services provided, to the account debtor and Borrower has possession of, or has delivered to Lender, in the case of goods, shipping and delivery receipts evidencing such shipment and, in the case of services, receipts or other evidence satisfactory to Lender that such services have been provided;

(iii)    The account is not subject to any assignment, claim, lien, or security interest other than the Security Interest in favor of Lender, nor any attachment, levy, garnishment or other judicial process;

(iv)    The account is not subject to set-off, credit, allowance or adjustment by the account debtor, except discounts allowed for prompt payment, and the account debtor has not complained as to his liability on the account and has not returned, or retained the right to return, any of the goods from the sale of which the account arose;

(v)    The account does not arise from a sale of goods that are delivered or to be delivered outside the United States of America or from a sale of goods to an account debtor domiciled outside of the United States of America unless Borrower has arranged and delivered to Lender letter of credit facilities satisfactory to Lender in its reasonable discretion;

(vi)    The account did not arise from the performance of services or a sale of goods to a supplier, an employee or an Affiliate of Borrower;

(vii)    The account does not arise out of contracts with the United States or any State or political subdivision thereof, any department, agency, or instrumentality of the United States, any State or any political subdivision, unless Borrower has executed any instruments and taken any steps required by Lender in order that all monies due and to become due under such contracts shall be assigned to Lender and notice thereof given to the government to the extent required under the Federal Assignment of Claims Act or under any similar state or local law;

(viii)    The account does not arise with respect to an account debtor located in any state in which Borrower is required to make one or more filings in order for its claims against account debtors to be enforceable in the courts of such states (including, without limitation, New Jersey and Minnesota);

(ix)    The account does not constitute a finance charge or lease receivable;

 

LOAN AGREEMENT – APPENDIX A


(x)     No notice of bankruptcy, insolvency, or material adverse change of the account debtor has been received by or is known to Borrower;

(xi)    The account does not relate to or arise from a service or maintenance contract for future services or an obligation to supply goods or materials which has a term for performance of more than thirty (30) days; and

(xii)    Lender has not notified Borrower that Lender has determined that in its sole discretion the account or account debtor is unsatisfactory.

Security Agreement” means the Security Agreement between Borrower and Lender dated of even date herewith.

Security Interest” means and includes without limitation any type of collateral security, whether in the form of a lien, charge, mortgage, deed of trust, assignment, pledge, chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise.

Subsidiary” means (i) any corporation, limited liability company, limited partnership or other entity (each, an “Entity”) of which Borrower owns, directly or indirectly through one or more Subsidiaries, either (a) 50% or more of the shares in its capital or other interest which entitle it to vote in the election of directors or comparable persons or Entities performing similar functions or (b) a 50% interest in the profits or capital of such Entity, or (ii) any other Entity whose net earnings, or any portion thereof, are consolidated with the net earnings of Borrower and are recorded on the books of Borrower for financial reporting purposes, and includes any entity in like relation to a Subsidiary.

UCC” means the Uniform Commercial Code as enacted in the State of Oregon or any other jurisdiction which controls the perfection of a security interest in any of the Collateral in favor of Lender, in effect on the Effective Date and as amended from time to time.

 

LOAN AGREEMENT – APPENDIX A

EX-10.14 15 d934473dex1014.htm EX-10.14 EX-10.14

Exhibit 10.14

 

LOGO

COMMERCIAL PLEDGE AGREEMENT

 

Principal

$5,000,000.00

  

Loan Date

02-05-2019

  

Maturity

02-04-2020

  

Loan No

    

  

Call / Coll

    

  

Account

    

  

Officer

    

  

Initials

    

References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing “***” has been omitted due to text length limitations.

 

Grantor:           

Laird Superfood, Inc.

PO Box 2270

Sisters, OR 97759

      Lender:           

First Interstate Bank

Sisters

272 SE Main Street

PO Box 520

Sisters, OR 97759

  

 

 

 

THIS COMMERCIAL PLEDGE AGREEMENT dated February 5, 2019, is made and executed between Laird Superfood, Inc. (“Grantor”) and First interstate Bank (“Lender”).

GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.

COLLATERAL DESCRIPTION. The word “Collateral” as used in this Agreement means all of Grantor’s property (however owned if more than one), in the possession of, or subject to the control of, Lender (or in the possession of, or subject to the control of, a third party subject to the control of Lender), whether existing now or later and whether tangible or intangible in character, including without limitation each and all of the following:

First Interstate Wealth Management Account No.                 

In addition, the word “Collateral” includes all of Grantor’s property (however owned), in the possession of, or subject to the control of, Lender (or in the possession of, or subject to the control of, a third party subject to the control of Lender), whether now or hereafter existing and whether tangible or intangible in character, including without limitation each of the following:

(A)     All properly to which Lender acquires title or documents of title.

(B)     All properly assigned to Lender.

(C)     All promissory notes, bills of exchange, stock certificates, bonds, investment property, savings passbooks, time certificates of deposit, insurance policies, and all other Instruments and evidences of an obligation.

(D)     All records relating to any of the property described in this Collateral section, whether in the form of a writing, microfilm, microfiche, or electronic media.

(E)     All income and Proceeds from the Collateral as defined herein.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. Grantor represents and warrants to Lender that:

Ownership. Grantor is the lawful owner of the Collateral free and clear of all security interests, liens, encumbrances and claims of others, except as disclosed to and accepted by Lender in writing prior to execution of this Agreement.


COMMERCIAL PLEDGE AGREEMENT

(Continued)

Loan No:                         Page 2  

 

Right to Pledge. Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral.

Authority; Binding Effect. Grantor has the full right, power and authority to enter into this Agreement and to grant a security interest in the Collateral to Lender. This Agreement is binding upon Grantor as well as Grantor’s successors and assigns, and is legally enforceable in accordance with its terms. The foregoing representations and warranties, and all other representations and warranties contained in this Agreement are and shall be continuing in nature and shall remain in full force and effect until such time as this Agreement is terminated or cancelled as provided herein.

No Further Assignment. Grantor has not, and shall not, sell, assign, transfer, encumber or otherwise dispose of any of Grantor’s rights in the Collateral except as provided in this Agreement.

No Defaults. There are no defaults existing under the Collateral, and there are no offsets or counterclaims to the same. Grantor will strictly and promptly perform each of the terms, conditions, covenants and agreements, if any, contained in the Collateral which are to be performed by Grantor.

No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement.

Financing Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender’s security interest. At Lender’s request, Grantor additionally agrees to sign all other documents that are necessary to perfect, protect, and continue Lender’s security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably appoints Lender to execute documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement.

LENDER’S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. Lender may hold the Collateral until all Indebtedness has been paid and satisfied. Thereafter Lender may deliver the Collateral to Grantor or to any other owner of the Collateral. Lender shall have the following rights in addition to all other rights Lender may have by law:

Maintenance and Protection of Collateral. Lender may, but shall not be obligated to, take such steps as it deems necessary or desirable to protect, maintain, insure, store, or care for the Collateral, including paying of any liens or claims against the Collateral. This may include such things as hiring other people, such as attorneys, appraisers, or other experts. Lender may charge Grantor for any cost incurred in so doing. When applicable law provides more than one method of perfection of Lender’s security interest, Lender may choose the method(s) to be used. If the Collateral consists of stocks, bonds, or other investment property for which no certificate has been issued, Grantor agrees, at Lender’s request, either to request issuance of an appropriate certificate or to give instructions on Lender’s forms to the issuer, transfer agent, mutual fund company, or broker, as the case may be, to record on its books or records Lender’s security interest in the Collateral. Grantor also agrees to execute any additional documents, including, but not limited to, a control agreement, necessary to perfect Lender’s security interest as Lender may desire.

Income and Proceeds from the Collateral. Lender may receive all Income and Proceeds and add it to the Collateral. Grantor agrees to deliver to Lender immediately upon receipt, in the exact form received and without commingling with other property, all Income and Proceeds from the Collateral which may be received by, paid, or delivered to Grantor or for Grantor’s account, whether as an addition to, in discharge of, in substitution of, or in exchange for any of the Collateral.

Application of Cash. At Lender’s option, Lender may apply any cash, whether included in the Collateral or received as Income and Proceeds or through liquidation, sale, or retirement, of the Collateral, to the satisfaction of the Indebtedness or such portion thereof as Lender shall choose, whether or not matured.

Transactions with Others. Lender may (1) extend time for payment or other performance, (2) grant a renewal or change in terms or conditions, or (3) compromise, compound or release any obligation, with any one or more Obligors, endorsers, or Guarantors of the Indebtedness as Lender deems advisable, without obtaining the prior written consent of Grantor, and no such act or failure to act shall affect Lender’s rights against Grantor or the Collateral.

All Collateral Secures Indebtedness. All Collateral shall be security for the Indebtedness, whether the Collateral is located at one or more offices or branches of Lender. This will be the case whether or not the office or branch where Grantor obtained Grantor’s loan knows about the Collateral or relied upon the Collateral as security.


COMMERCIAL PLEDGE AGREEMENT

(Continued)

Loan No:                         Page 3  

 

Collection of Collateral. Lender at Lender’s option may, but need not, collect the Income and Proceeds directly from the Obligors. Grantor authorizes and directs the Obligors, if Lender decides to collect the Income and Proceeds, to pay and deliver to Lender all Income and Proceeds from the Collateral and to accept Lenders receipt for the payments.

Power of Attorney. Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact, with full power of substitution, (a) to demand, collect, receive, receipt for, sue and recover all Income and Proceeds and other sums of money and other property which may now or hereafter become due, owing or payable from the Obligors in accordance with the terms of the Collateral; (b) to execute, sign and endorse any and all instruments, receipts, checks, drafts and warrants issued in payment for the Collateral; (c) to settle or compromise any and all claims arising under the Collateral, and in the place and stead of Grantor, execute and deliver Grantor’s release and acquittance for Grantor; (d) to file any claim or claims or to take any action or institute or take part in any proceedings, either in Lender’s own name or in the name of Grantor, or otherwise, which in the discretion of Lender may seem to be necessary or advisable; and (e) to execute in Grantor’s name and to deliver to the Obligors on Grantor’s behalf, at the time and in the manner specified by the Collateral, any necessary instruments or documents.

Perfection of Security Interest. Upon Lender’s request, Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral. When applicable law provides more than one method of perfection of Lender’s security interest, Lender may choose the method(s) to be used. Upon Lender’s request, Grantor will sign and deliver any writings necessary to perfect Lender’s security interest. If any of the Collateral consists of securities for which no certificate has been issued, Grantor agrees, at Lender’s option, either to request issuance of an appropriate certificate or to execute appropriate instructions on Lender’s forms instructing the issuer, transfer agent, mutual fund company, or broker, as the case may be, to record on its books or records, by book-entry or otherwise, Lender’s security interest in the Collateral. Grantor hereby appoints Lender as Grantor’s irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other secured parties. This is a continuing Security Agreement and will continue in effect even though all or any part of the indebtedness is paid in full and even though for a period of time Grantor may not be indebted to Lender.

LENDER’S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor’s failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Credit Agreement from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable on demand; (B) be added to the balance of the Credit Agreement and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Credit Agreement; or (C) be treated as a balloon payment which will be due and payable at the Credit Agreement’s maturity. The Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default.

LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care in the physical preservation and custody of the Collateral in Lender’s possession, but shall have no other obligation to protect the Collateral or its value. In particular, but without limitation, Lender shall have no responsibility for (A) any depreciation in value of the Collateral or for the collection or protection of any Income and Proceeds from the Collateral, (B) preservation of rights against parties to the Collateral or against third persons, (C) ascertaining any maturities, calls, conversions, exchanges, offers, tenders, or similar matters relating to any of the Collateral, or (D) informing Grantor about any of the above, whether or not Lender has or is deemed to have knowledge of such matters. Except as provided above, Lender shall have no liability for depreciation or deterioration of the Collateral.

DEFAULT. Each of the following shall constitute an Event of Default under this Agreement.

Payment Default. Grantor fails to make any payment when due under the Indebtedness.

Other Defaults, Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor.


COMMERCIAL PLEDGE AGREEMENT

(Continued)

Loan No:                         Page 4  

 

Default in Favor of Third Parties. Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Grantor’s property or ability to perform Grantor’s obligations under this Agreement or any of the Related Documents.

False Statement. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor’s behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.

Insolvency. The dissolution or termination of Grantor’s existence as a going business, the insolvency of Grantor, the appointment of a receiver for any part of Grantor’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the. Indebtedness. This includes a garnishment of any of Grantor’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or guarantor, endorser, surety, or accommodation party dies or becomes incompetent or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.

Adverse Change. A material adverse change occurs in Grantor’s financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired.

Insecurity. Lender in good faith believes itself insecure.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender may exercise any one or more of the following rights and remedies:

Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor.

Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness.

Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least ten (10) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale.

Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an


COMMERCIAL PLEDGE AGREEMENT

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open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent.

Rights and Remedies with Respect to Investment Property, Financial Assets and Related Collateral. In addition to other rights and remedies granted under this Agreement and under applicable law, Lender may exercise any or all of the following rights and remedies: (1) register with any Issuer or broker of other securities intermediary any of the Collateral consisting of investment property or financial assets (collectively herein, “Investment Property”) in Lender’s sole name or in the name of Lender’s broker, agent or nominee; (2) cause any issuer, broker or other securities intermediary to deliver to Lender any of the Collateral consisting of securities, or investment property capable of being delivered; (3) enter into a control agreement or power of attorney with any issuer or securities intermediary with respect to any Collateral consisting of investment property, on such terms as Lender may deem appropriate, in its sole discretion, including without limitation, an agreement granting to Lender any of the rights provided hereunder without further notice to or consent by Grantor; (4) execute any such control agreement on Grantor’s behalf and in Grantor’s name, and hereby irrevocably appoints Lender as agent and attorney-in-fact, coupled with an interest, for the purpose of executing such control agreement on Grantor’s behalf; (5) exercise any and all rights of Lender under any such control agreement or power of attorney; (6) exercise any voting, conversion, registration, purchase, option, or other rights with respect to any Collateral; (7) collect, with or without legal action, and issue receipts concerning, any notes, checks, drafts, remittances or distributions that are paid or payable with respect to any Collateral consisting of investment property. Any control agreement entered with respect to any Investment property shall contain the following provisions, at Lender’s discretion. Lender shall be authorized to instruct the issuer, broker, or other securities intermediary to take or to refrain from taking such actions with respect to the investment property as Lender may instruct, without further notice to or consent by Grantor. Such actions may include without limitation the issuance of entitlement orders, account instructions, general trading or buy or sell orders, transfer and redemption orders, and stop loss orders. Lender shall be further entitled to instruct the issuer, broker or securities intermediary to sell or to liquidate any investment property, or to pay the cash surrender or account termination value with respect to any and all investment property, and to deliver all such payments and liquidation proceeds to Lender. Any such control agreement shall contain such authorizations as are necessary to place Lender in “control” of such investment collateral as contemplated under the provisions of the Uniform Commercial Code, and shall fully authorize Lender to issue “entitlement orders” concerning the transfer, reclamation, liquidation, or disposition of investment collateral, in conformance with the provisions of the Uniform Commercial Code.

Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral.

Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments, and Instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable.

Other Rights end Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise.

Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

Election of Remedies. Except as may be prohibited by applicable law, all of Lender’s rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor’s failure to perform, shall not affect Lender’s right to declare a default and exercise its remedies.


COMMERCIAL PLEDGE AGREEMENT

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Loan No:                         Page 6  

 

COLLATERAL VALUE PROVISIONS.

 

  (a)

Value Requirements. As indicated above, the Property consists of an Agency Account comprised of various assets (“Assets”). The Margin Value of Assets which constitute qualified First Interstate Bank Deposits; Cash and Cash Equivalents; US Government Securities, Commercial Paper; Municipal and State Bonds; Corporate Bonds; Equities; Exchange Traded Fund; and Mutual Funds Assets (“Qualified Assets”) that are contained in the Property shall at all times exceed the outstanding balance of the Indebtedness (“Value Requirement”). Whenever applicable, the credit limits of Regulation U of the Federal Reserve Board (12 CFR 221) shall also be satisfied as prescribed therein. Such of the Property as is necessary to satisfy any other value requirement imposed by Lender shall not be eligible to satisfy the Value Requirement herein.

 

  (b)

Maintenance of Value. If at any time the Value Requirement is not satisfied I shall, within three (3) business days (“Cure Period”) of the breach of the Value Requirement, take all remedial action necessary to restore the Value Requirement to satisfactory status. Remedial action may include the following in any combination or amount: (i) delivery of additional collateral to Lender; (ii) substitution of Qualified Assets providing little or no support to the Value Requirement with Qualified Assets providing greater support; (iii) payoff or reduction of the amount of Indebtedness due under the Credit Agreement; and/or (iv) conversional of Assets to cash. If the Value Requirement is not timely restored by me, Lender, through its First Interstate Bank Wealth Management Asset Management Team, will convert all or some of the Assets to cash as necessary to restore value and satisfy the Value Requirement. Although the Lender will attempt to notify me prior to remedial action to restore the Value Requirement, I understand that the Lender is not required to do so. Liquidation of Assets after the Cure Period will be at the sole discretion of the Lender’s Wealth Management Portfolio Manager.

 

  (c)

Breach of Value Requirements. Lender shall be under no obligation to permit advances when the Value Requirement is not satisfied, or should an advance be permitted, would not then be satisfied. Failure to satisfy the Value Requirement within the Cure Period constitutes a default as provided herein.

 

  (d)

Excess Collateral. Unless there is a default, Assets which are not Qualified Assets and Qualified Assets in excess of the Value Requirement are available for withdrawal by me, free and clear of Lenders’ security interest, at my discretion. Upon reasonable notice and information, Lender shall accommodate my requests for withdrawal of excess Assets. Under no circumstances shall any intermediary be authorized to release Qualified Assets, or allow withdrawal(s) of excess Assets, without the express written consent of an authorized employee of Lender from its applicable credit department.

 

  (e)

Trading of Collateral Permitted. Unless there is a default and provided that the Value Requirement would continue to be satisfied after such activity, I, or any party authorized by me to act with respect to the Property, may receive payments of Income and Proceeds from the Assets, and may trade Assets.

 

  (f)

Rule 144/145 Collateral. As to any Assets that may be subject to the provisions of SEC Rule 144 or Rule 145, I will not sell or otherwise transfer shares of securities of the issuer thereof without Lender’s prior written consent, which consent shall be given in Lender’s sole discretion.

 

  (g)

Determination of Value; Collateral Eligibility; Definitions. Notwithstanding anything herein to the contrary, Qualified Assets subject to assignment, pledge, or other consent requirements of any third party, shall not be considered eligible for purposes of determining whether the Property meets the Value Requirement unless and until such required consent(s) shall have been furnished to Lender. In addition, the following definitions apply for all purposes in determining which Assets are Qualified Assets and their related Margin Value for purposes of determining satisfaction of the Value Requirement:

Commercial Paper” means fixed rate debt instruments of domestic corporations rated Prime 2 or higher by Moody’s. Floating rate commercial paper and commercial paper of non-US corporations are not included.

Corporate Bonds” means bonds of domestic corporations which are not convertible to equity and which are rated Baa3 or higher by Moody’s. Bonds of non-US corporations are not included. “Short Term” Corporate Bonds means those with five (5) years or less remaining until date of maturity; all others are “Longer Term”.

Equities” means stock of domestic corporations and, except in the case of Small and Micro Cap Equities, American depository receipts (“ADR’s”), and securities of real estate investment trusts (“REIT’s”), which, as to all of the foregoing, have a value greater than or equal to $10.00 per share, trade on a National Securities Exchange, and have done so for at least


COMMERCIAL PLEDGE AGREEMENT

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Loan No:                         Page 7  

 

one year after initial settlement of the public offering of such securities. Equity securities of value less than $10.00 per share, newly issued, trading on OTC, Pink Sheets or regional exchanges only, unregistered, unlisted or de-listed, or not publicly traded entities, and put or call options, rights or warrants, managed futures, stand-alone ADR’s, auction rate preferred stock, and exchange funds, hedge funds, and other private equity or investment groups are not included in the term in this context. Otherwise qualifying restricted and control securities are included within the meaning of “Equities”, but only to the extent such securities can be converted to cash by Lender in three days or less in accordance with SEC Rules 144 or 145 should an Event of Default occur. “Large Cap” Equities are those of an issuer having an market capitalization greater than $10 billion; “Mid Cap” are those with a market capitalization greater than $2 billion but no more than S10 billion; “Small Cap” are those with market capitalization greater than $1 billion but no more than $2 billion; and “Micro Cap” are those with a market capitalization greater than $250 million but no more than $1 billion. In order to be considered a Qualified Asset, Equities must be approved by Lender’s First Interstate Bank Wealth Management Asset Management Team.

Exchange Traded Fund” or “ETF” means a security of an investment company formed under the Investment company Act of 1940 which trades on a national Securities Exchange and which is approved by Lender’s First Interstate Bank Wealth Management Asset Management Team.

Fair Market Value” or “FMV” means, as to any Qualified Asset in the Agency Account, the per share or per unit closing sale price determined at the close of the immediately preceding business day by the pricing service utilized by First Interstate Bank Wealth Management Asset Management Team multiplied by the number of shares or units of like property. If Fair Market Value cannot be determined by the foregoing procedure, then Fair Market Value shall be determined by Lender by reference to such public information and procedures as may otherwise then be available. All cash and other value references are to currency denominated in dollars of the United States of America.

First Interstate Bank Deposits” means acceptable certificates of deposit and savings accounts with First Interstate Bank held in the Agency Account. Demand deposits, money market and uninsured deposits accounts of any kind, brokered and market linked certificates of deposit and deposits or account of any other financial institution are not included in the term.

Margin Value” means the Fair Market Value of the Collateral multiplied by the applicable percentage set forth in the following table:

 

Asset Type

   % of FMV  

First Interstate Bank Deposits

     100

Cash & Cash Equivalents

     90

US Government Securities – Short Term

     90

US Government Securities – Longer Term

     75

Commercial Paper

     50

Municipal/State Bond

     50

Corporate Bonds

     50

Equities, ADR’s, ETF’s

     50

Mutual Funds

     50

If a single issue Asset pledged to support the Indebtedness represents more than 25% of the total margin Value of the eligible Qualified Asset, the excess Margin Value above 25% is ignored for the purpose of determining satisfaction of the Value Requirement. This applies to Commercial Paper, Bonds and Equities.

Municipal Bonds” means bonds of state, city, county, municipality and other public entities rated Baa3 or higher by Moody’s. “Short Term” Municipal Bonds are those with five (5) years or less remaining until date of maturity; all other are “Longer Term”.

Mutual Funds” means Investment companies regulated under the Investment Company Act of 1940, except those regulated under Sections 4 and 26, that invest primarily in money markets securities (“Money Market”), short or longer term US government taxable or tax exempt bonds (“US Government”), short or longer term taxable corporate bonds (“Corporate”), short or longer term, insured and single state municipal bonds (“Municipal”), bonds that seek higher returns to compensate


COMMERCIAL PLEDGE AGREEMENT

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increased risk of investing in lower rated issuers (”High Yield”), equities of US Issuers in particular market capitalization segments (Large Cap, Mid Cap, “Multi Cap” and Small Cap), bonds and/or equities of non-US issuers (“International”), or worldwide including the US Issuers (“Global”), or invest by designs to track the performance of the S&P 500 Index (“S&P Index”), to provide both current income and growth potential (“Equity Income”), for balanced or allocated portfolios of securities (“Balanced”), for high dividend yields (“Equity Income”), for particular sectors of the economy (“Sector”), or for particular specialized traits associated with their investments made (“Specialty”) and which is approved by Lender’s First Interstate Bank Wealth Management Asset Management Team.

National Securities Exchange” means the following securities exchanges registered with the Securities Exchange Commission as national securities exchanges in accordance with Section 6 (a) of the Securities Exchange Act of 1934: NYSE Amex, LLC (formerly the American Stock Exchange), BATS Exchange, Inc., NSASDAQ OMX BX, Inc. (formerly Boston Stock Exchange), C2 Options Exchange, Incorporated, Chicago Board Exchange, LLC, National Stock Exchange, Inc., The NASDAQ Stock Market LLC, New York Stock Exchange, LLC, New York Arca, Inc. (formerly the Pacific Exchange), and NASDAQ OMX PHLX, Inc. (formerly the Philadelphia Stock Exchange).

US Government Obligations” means US Treasury Bills, US Treasury Bonds and Notes, US Government Zero Coupon Bonds, Government National Mortgage Association fixed income securities and U.S. Government sponsored enterprise (Federal Home Loan Banks, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Government National Mortgage Corporation) fixed income securities. “Short Term” US Government Obligations are those with one (1) year or less remaining until date of maturity; all others are “Longer Term”.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:

Amendments. This Agreement together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alternation of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alternation or amendment.

Attorneys’ Fees; Expenses. Grantor agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts of modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgement collection services. Grantor also shall pay all court costs and such additional feels as may be directed by the court.

Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oregon without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Oregon.

Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender’s request to submit to the jurisdiction of the courts of Deschutes County, State of Oregon.

No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. NO prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender’s rights or of any of Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

Preference Payments. Any monies Lender pays because of an asserted preference claim in Grantor’s bankruptcy will become a part of the Indebtedness and, at Lender’s option, shall be payable by Grantor as provided in this Agreement.

Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually receive d by telefacsimile (unless otherwise required by law), when deposited with a nationally


COMMERCIAL PLEDGE AGREEMENT

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Loan No:                         Page 9  

 

recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor’s current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.

Waiver of Co-Obligor’s Rights. If more than one person is obligated for the Indebtedness, Grantor irrevocably waives, disclaims and relinquishes all claims against such other person which Grantor has or would otherwise have by virtue of payment of the Indebtedness or any part thereof, specifically including but not limited to all rights on indemnity, contribution or exoneration.

Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, in valid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.

Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor’s Interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the collateral becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor’s successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the Indebtedness.

Time is of the Essence. Time is of the essence in the performance of this Agreement.

DEFINITIONS. The following capitalized words and terms shall have the following meaning when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:

Agreement. The word “Agreement” means this Commercial Pledge Agreement, as this Commercial Pledge Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Commercial Pledge Agreement from time to time.

Borrower. The word “Borrower” means Laird Superfood, Inc. and includes all co-signers and co-makers signing the Credit Agreement and all their successors and assigns.

Collateral. The word “Collateral” means all of Grantor’s right, title and interest in and to all the Collateral as described in the Collateral Description section of this Agreement.

Credit Agreement. The words “Credit Agreement” mean the Credit Agreement dated February 5, 2019 and executed by Laird Superfood, Inc. in the principal amount of $5,000,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the notes or credit agreement.

Default. The word “Default” means the Default set forth in this Agreement in the section titled “Default”.

Event of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the default section of this Agreement.

Grantor. The word “Grantor” means Laird Superfood, Inc.

Guaranty. The word “Guaranty” means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Credit Agreement.

Income and Proceeds. The words “Income and Proceeds” mean all present and future income, proceeds, earnings, increases, and substitutions from or for the Collateral of every kind and nature, including without limitation all payments, interest, profits, distributions, benefits, rights, options, warrants, dividends, stock dividends, stock splits, stock rights, regulatory dividends, subscriptions, monies, claims for money due and to become due, proceeds of any insurance of the Collateral,


COMMERCIAL PLEDGE AGREEMENT

(Continued)

Loan No:                         Page 10  

 

shares of stock of different par value or no par value issued in substitution or exchange for share included in the Collateral, and all other property Grantor is entitled to receive on account of such Collateral, including accounts, documents, instruments, chattel paper, investment property, and general intangibles.

Indebtedness. The word “Indebtedness” means the indebtedness evidenced by the Credit Agreement or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which grantor is responsible under this Agreement or under any of the Related Documents.

Lender. The word “Lender” means First Interstate Bank, its successors and assigns.

Obligor. The word “Obligor” means without limitation any and all persons obligated to pay money or to perform some other act under the Collateral.

Property. The word “Property” means all of Grantor’s right, title and interest in and to all the Property as described in the “Collateral Description” section of this Agreement.

Related Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements an d documents, whether now or hereafter existing, executed in connection with the Indebtedness.

GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED FEBRUARY 5, 2019.

GRANTOR:

 

LAIRD SUPERFOOD, INC.
By:   /s/ Paul W. Hodge, Jr.
  Paul W. Hodge, Jr., President/Secretary of Laird Superfood, Inc.


LOGO

CREDIT AGREEMENT AND DISCLOSURE

 

Principal

$5,000,000.00

  

Loan Date

02-05-2019

  

Maturity

02-04-2020

  

Loan No

    

  

Call / Coll

    

  

Account

    

  

Officer

    

  

Initials

    

References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing “***” has been omitted due to text length limitations.

 

Borrower:           

Laird Superfood, Inc.

PO Box 2270

Sisters, OR 97759

      Lender:           

First Interstate Bank

Sisters

272 SE Main Street

PO Box 520

Sisters, OR 97759

  

 

 

 

 

CREDIT LIMIT: $5,000,000.00    DATE OF AGREEMENT: FEBRUARY 5, 2019

Introduction. This Credit Agreement and Disclosure (“Agreement”) governs Borrower’s line of credit (the “Credit Line” or the “Credit Line Account”) issued through First Interstate Bank. Borrower agrees to the following terms and conditions:

Promise to Pay. Borrower promises to pay First Interstate Bank, or order, the total of all credit advances and FINANCE CHARGES, together with all costs and expenses for which Borrower is responsible under this Agreement or under “a Pledge Agreement” which secures Borrower’s Credit Line. Borrower will pay Borrower’s Credit Line according to the payment terms set forth below. If there is more than one Borrower, each is jointly and severally liable on this Agreement. This means Lender can require any Borrower to pay all amounts due under this Agreement, including credit advances made to any Borrower. Each Borrower authorizes any other Borrower, on his or her signature alone, to cancel the Credit Line, to request and receive credit advances, and to do all other things necessary to carry out the terms of this Agreement. Lender can release any Borrower from responsibility under this Agreement, and the others will remain responsible.

Term. The term of Borrower’s Credit Line will begin as of the date of this Agreement (“Opening Date”) and will continue until February 4, 2020 (“Maturity Date”). All Indebtedness under this Agreement, if not already paid pursuant to the payment provisions below, will be due and payable upon maturity. The draw period of Borrower’s Credit Line will begin on the Opening Date and will continue as follows: for the term of the Agreement, Borrower may obtain credit advances during this period (“Draw Period”). Borrower agrees that Lender may renew or extend the period during which Borrower may obtain credit advances or make payments. Borrower further agrees that Lender may renew or extend Borrower’s Credit Line Account.

Minimum Payment. Borrower’s “Regular Payment” will equal the amount of Borrower’s accrued FINANCE CHARGES. Borrower will make 11 of these payments. Borrower will then be required to pay the entire balance owing in a single balloon payment. If Borrower makes only the minimum payments, Borrower may not repay any of the principal balance by the end of this payment stream. Borrower’s payments will be due monthly. Borrower’s “Minimum Payment” will be the Regular Payment, plus any amount past due and all other charges. An increase in the ANNUAL PERCENTAGE RATE may increase the amount of Borrower’s Regular Payment.

In any event, if Borrower’s Credit Line balance falls below $1,000.00, Borrower agrees to pay Borrower’s balance in full. Borrower agrees to pay not less than the Minimum Payment on or before the due date.

Balloon Payment. Borrower’s Credit Line Account is payable in full upon maturity in a single balloon payment. Borrower must pay the entire outstanding principal, interest and any other charges then due. Unless otherwise required by applicable law, Lender is under no obligation to refinance the balloon payment at that time. Borrower may be required to make payments out of other assets Borrower owns or find a lender, which may be Lender, willing to lend Borrower the money. If Borrower refinances the balloon payment, Borrower may have to pay some or all of the closing costs normally associated with a new credit line account, even if Borrower obtains refinancing from Lender.


CREDIT AGREEMENT AND DISCLOSURE

(CONTINUED)

Loan No:                         Page 2  

 

Loan Advance Authority. This Credit Agreement and Disclosure (Agreement) evidences a revolving line of credit. Advances under this Agreement may be requested either orally or in writing by Borrower or as provided in this provision. Lender may, but need not, require that all oral requests be confirmed in writing. The following person or persons are authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender’s address, written notice of revocation of such authority: Paul W. Hodge, Jr, President/Secretary of Laird Superfood, Inc.; Valerie Ells and Tom Wetherald. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower’s accounts with Lender, regardless of the fact that persons other than those authorized to borrow have authority to draw against the accounts.

How Borrower’s Payments Are Applied. Unless otherwise agreed or required by applicable law, payments and other credits will be applied to accrued interest first, then to principal, then to accrued and unpaid loan fees.

Credit Limit. This Agreement covers a revolving line of credit for the principal amount of Five Million & 00/100 Dollars ($5,000,000.00), which will be Borrower’s “Credit Limit” under this Agreement. Borrower may borrow against the credit Line, repay any portion of the amount borrowed, and re-borrow up to the amount of the Credit Limit. Borrower’s Credit Limit is the maximum amount Borrower may have outstanding at any one time. Borrower agrees not to attempt, request, or obtain a credit advance that will make Borrower’s Credit Line Account balance exceed Borrower’s Credit Limit. Borrower’s Credit Limit will not be increased should Borrower overdraw Borrower’s Credit Line Account. If Borrower exceeds Borrower’s Credit Limit, Borrower agrees to repay immediately the amount by which borrower’s Credit Line Account exceeds Borrower’s Credit Limit. Any amount greater than the Credit Limit will be secured by the security agreement covering Borrower’s property.

Charges to Borrower’s Credit Line. Lender may charge Borrower’s Credit Line to pay other fees and costs that Borrower is obligated to pay under this Agreement or any other document related to Borrower’s Credit Line. Any amount so charged to Borrower’s Credit Line will be a credit advance and will decrease the funds available, if any, under the Credit Line. However, Lender has no obligation to provide any of the credit advances referred to in this paragraph.

Credit Advances. Beginning on the Opening Date of this Agreement, Borrower may obtain credit advances under Borrower’s Credit Line as follows:

Overdrafts. Overdrawing a designated deposit account with us. Overdrafts may occur in the designated deposit account as a result of any transaction made or initiated in the account, which, either alone or together with other transactions in the account, exceeds the available collected balance in the account. Lender may, but are not required to, use the entire credit limit available under this Credit Line Account to authorize and/or pay debit card and ATM transactions on the designated deposit account.

Requests By Mail. Requesting an advance by mail.

Requests in Person. Requesting a credit advance in person at any of Lender’s authorized locations.

If there is more than one person authorized to use this Credit Line Account, Borrower agrees not to give Lender conflicting instructions, such as one Borrower telling Lender not to give advances to the other.

Transaction Requirements. The following transaction limitations will apply to the use of Borrower’s Credit Line:

Request By Mail and In Person Request Limitations. The following transaction limitations will apply to Borrower’s Credit Line and requested an advance by mail and requesting an advance in person.

Other Transaction Requirements. Cease advances when the Value Requirements described in the Pledge Agreement are not satisfied as explained in subparagraph (C):

Overdraft Limitations. There are no transaction limitations for overdrawing a designated deposit account.

Limitation on All Access Devices. You may not use any access device, whether described above or added in the future, for any illegal or unlawful transaction, and we may decline to authorize any transaction that we believe poses an undue risk of illegality or unlawfulness. Notwithstanding the foregoing, we may collect on any debt arising out of any illegal or unlawful transaction.


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Future Credit Line Services. Borrower’s application for this Credit Line also serves as a request to receive any new services (such as access devices) which may be available at some future time as one of Lender’s services in connection with this Credit Line. Borrower understands that this request is voluntary and that Borrower may refuse any of these new services at the time they are offered. Borrower further understands that the terms and conditions of this Agreement, together with any specific terms covering the new service, will govern any transactions made pursuant to any of these new services.

Collateral. Borrower acknowledges this Agreement is secured by the following collateral described in the security instrument listed herein:

(A)    a commercial Pledge Agreement dated February 5, 2019 made and executed between Laird Superfood, Inc. and us on collateral described as:

First Interstate Wealth Management Account No.                     

Right of Setoff. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account), including without limitation, all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on this Agreement against any and all such accounts.

When FINANCE CHARGES Begin to Accrue. Periodic FINANCE CHARGES for credit advances under Borrower’s Credit Line will begin to accrue on the date credit advances are posted to Borrower’s Credit Line. There is no “free ride period” which would allow Borrower to avoid a FINANCE CHARGE on Borrower’s Credit Line credit advances.

Method Used to Determine the Balance on Which the FINANCE CHARGE Will Be Computed. A daily FINANCE CHARGE will be imposed on all credit advances made under Borrower’s Credit Line imposed from the date of each credit advance based on the “daily balance” method. To get the daily balance, Lender takes the beginning balance of Borrower’s Credit Line Account each day, adds any new advances, and subtracts any unpaid FINANCE CHARGES and any payments or credits. This gives Lender the “daily balance.”

Method of Determining the Amount of FINANCE CHARGE. Any FINANCE CHARGE is determined by applying the “Periodic Rate” to the balance described herein. Then Lender adds together the periodic FINANCE CHARGES for each day in the statement cycle. This is Borrower’s FINANCE CHARGE calculated by applying a Periodic Rate.

Borrower also agrees to pay FINANCE CHARGES, not calculated by applying a Periodic Rate, as set forth below:

Other. The following other FINANCE CHARGE is applicable: $5.00. This charge will be due as follows: At Time of Transfer.

Additional Finance charges. The following additional FINANCE CHARGES will be charged to Borrower’s Credit Line or paid in cash:

 

Loan Origination Fee ($):

     In Cash      $ 500.00  

Periodic Rate and Corresponding ANNUAL PERCENTAGE RATE. The Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE on Borrower’s Credit Line are subject to change from time to time based on changes in an Independent index which is the one (1) month London Interbank Offered Rate (LIBOR), as of close of the first business day of each month and published in the ‘Money Rates’ section of the Wall Street Journal (the “Index”). The Index is not necessarily the lowest rate charged by Lender on Lender’s loans. If the Index becomes unavailable during the term of this Credit Line Account, Lender may designate a substitute Index after notice to Borrower. The ANNUAL PERCENTAGE RATE on Borrower’s Credit Line is based upon the Index and the margin described below (“Margin”).

The Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE on Borrower’s Credit Line will increase or decrease as the Index increases or decreases from time to time. Lender will determine the Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE as follows: Lender starts with the current Index and then adds a certain Margin as disclosed below. To determine the Periodic Rate that will apply to Borrower’s account, Lender adds a margin to the value of the Index, then divides the value by the number of days in a year (daily). To obtain the ANNUAL PERCENTAGE RATE Lender multiplies the Periodic Rate by the number of days in a year (daily). This result is the ANNUAL PERCENTAGE RATE. In no event will the Periodic Rate result in a


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corresponding ANNUAL PERCENTAGE RATE that is more than 18.000%, nor will the Periodic Rate or corresponding ANNUAL PERCENTAGE RATE exceed the maximum rate allowed by applicable law. Adjustments to the Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE resulting from changes in the Index will take effect Monthly. Today the Index is 2.507% per annum; and therefore the initial ANNUAL PERCENTAGE RATE and the corresponding Periodic Rate on Borrower’s Credit Line are as stated below:

 

Current Rates for the First Payment Stream
Range of Balance
or Conditions
   Margin Added
to Index
   ANNUAL PERCENTAGE
RATE
   Daily Periodic
Rate
All Balances    2.000%    4.507%    0.01235%

Notwithstanding any other provision of this Agreement, Lender will not charge interest on any undisbursed loan proceeds.

Conditions Under Which Other Charges May Be Imposed. Borrower agrees to pay all the other fees and charges related to Borrower’s Credit Line as set forth below.

Overlimit Charge. Borrower’s Credit Line Account may be charged $27.00 if Borrower causes Borrower’s Credit Line Account to go over Borrower’s Credit Limit.

Right to Credit Advances. Beginning on the Opening Date, Lender will honor Borrower’s requests for credit advances up to Borrower’s Credit Limit so long as: (A) Borrower is not in default under the terms of this Agreement; (B) this Agreement has not been terminated or suspended.

Default. Lender may declare Borrower to be in default if any one or more of the following events occur. (A) Borrower fails to pay a Minimum Payment when due; (B) an event of default occurs under the security agreement for the Property; (C) the Property is further encumbered in any way, voluntarily or involuntarily; (D) Borrower dies; (E) Borrower makes any false or misleading statements on Borrower’s Credit Line application; (F) Borrower violates any provision of this Agreement or any other agreement with Lender; (G) any garnishment, attachment, or execution is issued against any material asset owned by Borrower; (H) Borrower exceeds Borrower’s Credit Limit; (I) Borrower files for bankruptcy or other insolvency relief, or an involuntary petition under the provisions of the Bankruptcy Code is filed against Borrower; (J) Lender in good faith believes itself insecure.

Lender’s Rights. If Borrower is in default, Lender may terminate or suspend Borrower’s Credit Line Account without prior notice. However, Lender will notify Borrower in writing of Lender’s action as soon as practicable.

Suspension. If Lender suspends Borrower’s Credit Line, Borrower will lose the right to obtain further credit advances. However, all other terms of this Agreement will remain in effect and be binding upon Borrower, including Borrower’s liability for any further unauthorized use of any Credit Line access devices.

Termination. If Lender terminates Borrower’s Credit Line, Borrower’s Credit Line will be suspended and the entire unpaid balance of Borrower’s Credit Line Account will be immediately due and payable, without prior notice expect as may be required by law, and Borrower agrees to pay that amount plus all FINANCE CHARGES and other amounts due under this Agreement.

Collection Costs. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law. Lender’s attorneys’ fees and Lender’s legal expenses, whether or not there is a lawsuit, including attorneys’ fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any courts costs. In addition to all other sums provided by law.

Delay in Enforcement. Lender may delay or waive the enforcement of any of Lender’s rights under this Agreement without losing that right or any other right. If Lender delays or waives any of Lender’s rights, Lender may enforce that right at any time in the future without advance notice. For example, not terminating Borrower’s account for non-payment will not be a waiver of Lender’s right to terminate Borrower’s account in the future if Borrower has not paid.


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Termination by Borrower. If Borrower terminates this Agreement, Borrower must notify Lender in writing at the address shown on Borrower’s periodic statement or other designated address. Despite termination, Borrower’s obligations under this Agreement will remain in full force and effect until Borrower has paid Lender all amounts due under this Agreement.

Prepayment. Borrower may prepay all or any amount owing under this Credit Line at any time without penalty, except Lender will be entitled to receive all accrued FINANCE CHARGES, and other charges, if any. Payments in excess of Borrower’s Minimum Payment will not relieve Borrower of Borrower’s obligation to continue to make Borrower’s Minimum Payments. Instead, they will reduce the principal balance owed on the Credit Line. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: First Interstate Bank, Billings Operations Center, PO Box 30918 Billings, MT 59115-0918.

Notices. All notices will be sent to Borrower’s address as shown in Borrower’s Credit Line application. Notices will be mailed to Borrower at a different address if Borrower gives Lender written notice of a different address. Borrower agrees to advise Lender promptly if Borrower changes Borrower’s mailing address.

Annual Review. Borrower agrees that Borrower will provide Lender with a current financial statement, a new credit application, or both, annually, on forms provided by Lender. Based upon this information Lender will conduct an annual review of Borrower’s Credit Line Account. Borrower also agrees Lender may obtain credit reports on Borrower at any time, at Lender’s sole option and expense, for any reason, including but not limited to determining whether there has been an adverse change in Borrower’s financial condition. Lender may require a new appraisal of the Property which secures Borrower’s Credit Line at any time, including an internal inspection, at Lender’s sole option and expense. Borrower authorizes Lender to release information about Borrower to third parties as described in Lender’s privacy policy and Lender’s Fair Credit Report Act notice, provided Borrower did not opt out of the applicable policy, or as permitted by law. Based upon a material adverse change in Borrower’s financial condition (such as termination of employment or loss of income), Lender may suspend Borrower’s Credit Line.

Transfer or Assignment. Without prior notice or approval from Borrower, Lender reserves the right to sell or transfer Borrower’s Credit Line Account and Lender’s rights and obligations under this Agreement to another lender, entity, or person, and to assign Lender’s rights under the security agreement. Borrower’s rights under this Agreement belong to Borrower only and may not be transferred or assigned. Borrower’s obligations, however, are binding on Borrower’s heirs and legal representatives. Upon any such sale or transfer, Lender will have no further obligation to provide Borrower with credit advances or to perform any other obligation under this Agreement.

Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oregon without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Oregon.

Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Deschutes County, State of Oregon.

Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

Interpretation. Borrower agrees that this Agreement, together with the security agreement, is the most reliable evidence of Borrower’s agreements with Lender. If a court finds that any provision of this Agreement is not valid or should not be enforced, that fact by itself will not mean that the rest of this Agreement will not be valid or enforced. Therefore, a court may enforce the rest of the provisions of this Agreement may be found to be invalid or unenforceable. If Lender goes to court for any reason, Lender can use a copy, filmed or electronic, of any periodic statement this Agreement, the security agreement or any other document to prove what Borrower owes Lender or that a transaction has taken place. The copy, microfilm, microfiche, or optical image will have the same validity as the original. Borrow agrees that, except to the extent Borrower can show there is a billing error, Borrower’s most current periodic statement is the most reliable evidence of Borrower’s obligation to pay.

Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If


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feasible, the attending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.

UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY US (LENDER) CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE.

Acknowledgments and Amendments. Borrower understands and agrees to the terms and conditions in this Agreement. Borrower acknowledges that, subject to applicable laws, Lender has the right to change the terms and conditions of the Credit Line program. Borrower also understands and agrees that Borrower may be subject to other agreements with Lender regarding transfer instruments or access devices which may access Borrower’s Credit Line. Any person signing below may request a modification to this Agreement, and, if granted, the modification will be binding upon all signers. By signing this Agreement, Borrower acknowledges that Borrower has read this Agreement. Borrower also acknowledges receipt of a completed copy of this Agreement, including the Fair Credit Billing Notice.

BORROWER:

 

LAIRD SUPERFOOD, INC.
By:   /s/ Paul W. Hodge, Jr.
  Paul W. Hodge, Jr., President/Secretary of Laird Superfood, Inc.


LOGO

BUSINESS LOAN AGREEMENT

 

Principal

$5,000,000.00

  

Loan Date

02-05-2019

  

Maturity

02-04-2020

  

Loan No

    

  

Call / Coll

    

  

Account

    

  

Officer

    

  

Initials

    

References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing “***” has been omitted due to text length limitations.

 

Borrower:           

Laird Superfood, Inc.

PO Box 2270

Sisters, OR 97759

      Lender:           

First Interstate Bank

Sisters

272 SE Main Street

PO Box 520

Sisters, OR 97759

  

THIS BUSINESS LOAN AGREEMENT dated February 5, 2019, is made and executed between Laird Superfood, Inc. (“Borrower”) and First Interstate Bank (“Lender”) on the following terms and conditions. Borrower had received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) In granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of February 5, 2019, and shall continue in full force and effect until such time as all of Borrower’s Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys’ fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender’s obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.

Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Credit Agreement; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing, statements and all other document perfecting Lender’s Security Interests; (4) evidence of insurance as required below; (5) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender’s counsel.

Borrower’s Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require.

Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.

Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct.

No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists.

Organization. Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Delaware. Borrower is duly authorized to transaction business in all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly


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qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 275 W Lundgren Mill Drive, Sisters, OR 97759. Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower’s state of organization or any change in Borrower’s name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower’s business activities.

Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

Authorization. Borrower’s execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with; result in a violation of, or constitute a default under (1) any provision of (a) Borrower’s articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower’s properties.

Financial Information. Each of Borrower’s financial statements supplied to Lender truly and completely disclosed Borrower’s financial condition as of the date of the statement, and there has been no material adverse change in Borrower’s financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements.

Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.

Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower’s financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower’s properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower’s properties are titled in Borrower’s legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (5) years.

Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower’s ownership of the collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral, (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower’s expense and for Lender’s purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower’s due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral, or as a result of a violation of any Environmental Laws. The provisions of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the


BUSINESS LOAN AGREEMENT
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indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender’s acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise.

Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other evets, if any, that have been disclosed to and acknowledged by Lender in writing.

Taxes. To the best of Borrower’s knowledge, all of Borrower’s tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.

Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreement, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower’s Loan and Credit Agreement, that would be prior or that may in any way be superior to Lender’s Security Interests and rights in and to such Collateral.

Binding Effect. This Agreement, the Credit Agreement, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will:

Notice of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor.

Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower’s books and records at all reasonable times.

Additional Information. Furnish such additional information and statements, as Lender may request from time to time.

Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower’s properties and operations, in form, amounts, coverages sand with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will be not cancelled or diminished without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the loans, Borrower will provide Lender with such lender’s loss payable or other endorsements as Lender may require.

Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually). Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.

Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements.

Loan Proceeds. Use all Loan proceeds solely for Borrower’s business operations, unless specifically consented to the contrary by Lender in writing.

Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature. Imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might


BUSINESS LOAN AGREEMENT
Loan No:                        (Continued)    Page 4  

 

become a lien or charge upon any of Borrower’s properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower’s books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP.

Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement.

Operations. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner.

Environmental Studies. Promptly conduct and complete, at Borrower’s expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower.

Compliance with Governmental Requirements. Comply with all laws, ordinances, regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of borrower’s properties, businesses and operations, and of the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as in Lender’s sole opinion, Lender’s interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest.

Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or loans and borrower’s other properties and to examine or audit Borrower’s books, accounts, and records and to make copies and memoranda of borrower’s books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower’s expense.

Environmental Compliance and Reports. Borrower shall comply in all respect with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower’s part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources.

Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests.

LENDER’S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower’s failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances or other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Credit Agreement from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable on demand: (B) be added to the balance of the Credit Agreement and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Credit Agreement; or (C) be treated as a balloon payment which will be due and payable at the Credit Agreement’s maturity.


BUSINESS LOAN AGREEMENT
Loan No:                        (Continued)    Page 5  

 

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender:

Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower’s assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower’s accounts, except to Lender.

Continuity of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower’s stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a “Subchapter S Corporation” (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower’s stock, or purchase or retire any of Borrower’s outstanding shares or alter or amend Borrower’s capital structure.

Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business.

Agreements. Enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower’s obligations under this Agreement or in connection herewith.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone also and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts.

DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:

Payment Default. Borrower fails to make any payment when due under the Loan.

Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s or any Grantor’s property or Borrower’s or any Grantor’s ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


BUSINESS LOAN AGREEMENT
Loan No:                        (Continued)    Page 6  

 

Defective Collateralization. This Agreement or any of the Related Documents cases to be in full force and effect (including failure of ay collateral document to create a valid and perfected security interest or lien) at any time and for any reason.

Creditor or Forfeiture Proceedings. Commencement of foreclosure of forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding. In an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.

Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment of performance of the Loan is impaired.

Insecurity. Lender in good faith believes itself insecure.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender’s option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the “Insolvency” subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender’s rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender’s right to declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:

Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

Attorneys’ Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court.

Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

Consent to Loan Participation. Borrower agrees and consents to Lender’s sale or transfer, whether now or later, of one or more participation Interests in the Loan to one or more purchasers, whether related or unrelated to Lender, Lender may provide, without any limitation, whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that all purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower’s obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan.


BUSINESS LOAN AGREEMENT
Loan No:                        (Continued)    Page 7  

 

Borrower further agrees that the purchases of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.

Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oregon without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Oregon.

Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Deschutes County, State of Oregon.

No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender’s rights or of any of Borrower’s or any Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower’s current address. Unless otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers.

Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision in this Agreement.

Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word “Borrower” as used in this Agreement shall include all of Borrower’s subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower’s subsidiaries or affiliates.

Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower’s rights under this Agreement or any interest therein, without the prior written consent of Lender.

Survival of Representations and Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall be continuing in nature, shall be deemed made and redacted by Borrower at the time each Loan Advance is made, and shall remain in full force and effect until such time as Borrower’s Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.

Time Is of the Essence. Time is of the essence in the performance of this Agreement.

DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may


BUSINESS LOAN AGREEMENT
Loan No:                        (Continued)    Page 8  

 

require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement.

Advance. The word “Advance” means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower’s behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement.

Agreement. The word “Agreement” means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.

Borrower. The word “Borrower” means Laird Superfood, Inc. and includes all co-signers and co-makers signing the Credit Agreement and all their successors and assigns.

Collateral. The word “Collateral” means all property and assets granted as collateral security for a Loan, whether real or personal property whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract or otherwise.

Credit Agreement. The words “Credit Agreement” means the Credit Agreement dated February 5, 2019 and executed by Laird Superfood, Inc. in the principal amount of $5,000,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement.

Environmental Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Acct, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto or intended to protect human health or the environment.

Event of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the default section of this Agreement.

GAAP. The word “GAAP” means generally accepted accounting principles.

Grantor. The word “Grantor” means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest.

Guarantor. The word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Loan.

Guaranty. The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Credit Agreement.

Hazardous Substances. The words “Hazardous Substances” means materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated., manufactured, transported or otherwise handled. The words “Hazardous Substances” are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.

Indebtedness. The word “indebtedness” means the indebtedness evidenced by the Credit Agreement or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents.

Lender. The word “Lender” means First Interstate Bank, its successors and assigns.

Loan. The word “Loan’ means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time.

Permitted Liens. The words Permitted Liens” mean (1) liens and security interests securing indebtedness owned by Borrower to Lender, (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3)


BUSINESS LOAN AGREEMENT
Loan No:                        (Continued)    Page 9  

 

liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled “Indebtedness and Liens”, (5) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower’s assets.

Related Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan.

Security Agreement. The words “Security Agreement” mean and include without limitation any agreements, promise, covenants, arrangements, understandings or other agreements, whether crated by law, contract or otherwise, evidencing, governing, representing, or creating a Security Interest.

Security Interest. The words “Security Interest” mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise.

UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY US (LENDER) CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY USE TO BE ENFORCEABLE.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED FEBRUARY 5, 2019.

BORROWER:

 

LAIRD SUPERFOOD, INC.
By:   /s/ Paul W. Hodge, Jr.    
  Paul W. Hodge, Jr., President/Secretary of Laird Superfood, Inc.

LENDER:

 

FIRST INTERSTATE BANK
By:   /s/ Jennifer Barcus
  Jennifer Barcus, Commercial Relationship Manager II


FIRST INTERSTATE BANK

CHANGE IN TERMS AGREEMENT

 

Principal

$5,000,000.00

 

Loan Date

02-26-2020

 

Maturity

02-05-2021

  Loan No   Call / Coll   Account   Officer   Initials
References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.

 

Borrower:    Laird Superfood, Inc.       Lender:    First Interstate Bank
   PO Box 2270          Redmond
   Sisters, OR 97759          154 Southwest 6th Street
            Redmond, OR 97756

 

Principal Amount: $5,000,000.00

  Initial Rate: 3.668%   Date of Agreement: February 26, 2020

DESCRIPTION OF EXISTING INDEBTEDNESS. This is a modification of the Credit Agreement and Disclosure (the Note) dated February 5, 2019 from Borrower to Lender in the original principal amount of $5,000,000.00, with an Interest Rate of the (1) month London Interbank Offered Rate (LIBOR) plus a margin of 2.000%, upon which there remains a principal balance owing, as of the Date of Agreement, of $0.00.

DESCRIPTION OF COLLATERAL. A First Interstate Wealth Management Account No _______________ pursuant to a Commercial Pledge Agreement from Borrower to Lender, dated February 5, 2019, all the terms and conditions of which are hereby incorporated and made a part of this Change in Terms Agreement.

DESCRIPTION OF CHANGE IN TERMS.

Modification Date: February 26, 2020.

$500.00 Modification fee to be paid by borrower at signing.

The Maturity Date is extended to February 5, 2021.

Continue Automatic Funds Transfer Payments from account

The loan’s original payment schedule is hereby modified/revised by this Change in Terms Agreement, to include all principal and all accrued interest not yet paid, as described in the ‘Payment’ paragraph below.

PAYMENT, Borrower will pay this loan In one payment of all outstanding principal plus all accrued unpaid interest on February 5, 2021. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning March 4, 2020, with all subsequent interest payments to be due on the same day of each month after that.

VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from time to time based on changes in an independent index which is the one (1) month London Interbank Offered Rate (LIBOR), as of close of the first business day of each month and published in the ‘Money Rates’ section of the Wall Street Journal (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not occur more often than each month during the term of this Note, and will occur on the date which is one (1) month from the date of this Note and on the same date each month thereafter. The adjusted interest rate will be equal to the Index as of the date of the adjustment plus the same percentage points over the Index as described herein. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 1.668% per annum. Interest on the unpaid principal balance of this loan will be calculated as described in the “INTEREST CALCULATION METHOD” paragraph using a rate of 2.000 percentage points over the Index (the “Margin”), resulting in an initial rate of 3.668% per annum. If Lender determines, in its sole discretion, that the Index has become unavailable or unreliable, either temporarily, indefinitely, or permanently, during the term of this loan, Lender may amend this loan by designating a substantially similar substitute index. Lender may also amend and adjust the Margin to accompany the substitute index. The change to the Margin may be a positive or negative value, or zero. In making these amendments, Lender may take into consideration any then-prevailing market convention for selecting a substitute index and margin for the specific Index that is unavailable or unreliable. Such an amendment to the terms of this loan will become effective and bind Borrower 10 business days after Lender gives written notice to Borrower without any action or consent of the Borrower. NOTICE: Under no circumstances will the interest rate on this loan be more than the maximum rate allowed by applicable law.

INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/365 simple interest basis; that is, by applying the ratio of the interest rate over the number of days in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this loan is computed using this method.

RATE INDEX DISCLOSURE. Notwithstanding anything herein to the contrary, in the event that Lender determines in its sole discretion, which determination shall be conclusive absent manifest error, that LIBOR:

 

  1.

is permanently or indefinitely unavailable;

 

  2.

ceases to be published;

 

  3.

is officially discontinued or any United States or United Kingdom regulator or central bank publicly questions the reliability of LIBOR or states that LIBOR may no longer be used;

 

  4

can no longer be lawfully relied upon in Contracts; or

 

  5

is no longer reliable because either the number of banks submitting data for use in LIBOR has been reduced or the number of transactions reported by participating banks has been reduced;

then all references to the Interest Rate herein will instead be to a replacement rate determined by Lender in its sole judgment to be a commercially reasonable replacement rate. Lender will provide reasonable notice to Borrower of such replacement rate, which will be effective on the date of the earliest event set forth in clauses (i)-(v) of this paragraph. If there is any ambiguity as to the date of occurrence of any such event, Lender’s judgment will be dispositive.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.

RECEIPT OF PAYMENTS. All payments must be made by check, automatic account debit, electronic funds transfer, money order, or other instrument in U.S. dollars and must be received by us at the Lender’s address. Payments received at that address prior to close of business on any business day will be credited to your loan as of the date received.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.

BORROWER:

LAIRD SUPERFOOD. INC.

 

By:

  /s/ Paul W. Hodge, Jr.                

By:

  /s/ Andrew McCormick        
Paul W. Hodge, Jr., President and Chief Executive Officer of Laird Superfood, Inc.     Andrew McCormick, Corporate Secretary of Laird Superfood, Inc.
EX-23.1 16 d934473dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use in this Registration Statement on Form S-1 of Laird Superfood, Inc. of our report dated May 28, 2020, except for the effect of the 2-for-1 stock split and the August 2020 subsequent events described in Note 1, as to which the date is August 31, 2020, relating to the financial statements of Laird Superfood, Inc., and to the reference to our firm under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Moss Adams LLP

Portland, Oregon

August 31, 2020

EX-99.1 17 d934473dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

CONSENT OF DIRECTOR NOMINEE

Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Laird Superfood, Inc., the undersigned hereby consents to being named and described as a person who will become a director of Laird Superfood, Inc. in the Registration Statement and any amendment or supplement to any prospectus included in such Registration Statement, any amendment to such Registration Statement or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto.

IN WITNESS WHEREOF, the undersigned has executed this consent as of August 28, 2020.

 

/s/ Geoffrey T. Barker
Name: Geoffrey T. Barker
EX-99.2 18 d934473dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

CONSENT OF DIRECTOR NOMINEE

Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Laird Superfood, Inc., the undersigned hereby consents to being named and described as a person who will become a director of Laird Superfood, Inc. in the Registration Statement and any amendment or supplement to any prospectus included in such Registration Statement, any amendment to such Registration Statement or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto.

IN WITNESS WHEREOF, the undersigned has executed this consent as of August 27, 2020.

 

/s/ Maile Clark Naylor
Name: Maile Clark Naylor
EX-99.3 19 d934473dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

CONSENT OF DIRECTOR NOMINEE

Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Laird Superfood, Inc., the undersigned hereby consents to being named and described as a person who will become a director of Laird Superfood, Inc. in the Registration Statement and any amendment or supplement to any prospectus included in such Registration Statement, any amendment to such Registration Statement or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto.

IN WITNESS WHEREOF, the undersigned has executed this consent as of August 27, 2020.

 

/s/ Jim Buechler
Name: Jim Buechler
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