COMMON STOCK PURCHASE WARRANTINFOSONICS Corp • August 4th, 2017 • Wholesale-electronic parts & equipment, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 2, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from InfoSonics Corporation, a Maryland corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WITNESSETH:Stock Option Agreement • January 25th, 2005 • Infosonics Corp • Wholesale-electronic parts & equipment, nec • Maryland
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2017 • INFOSONICS Corp • Wholesale-electronic parts & equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 2, 2017, between InfoSonics Corporation, a Maryland corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 10.1 AGREEMENT FOR PURCHASE AND SALE OF ASSETS This Agreement for Purchase and Sale Of Assets ("Agreement") is entered into and effective as of October 20, 2004 at San Diego, California, by and between The Mobile Solution Corporation, a...Agreement for Purchase and Sale • November 3rd, 2004 • Infosonics Corp • Wholesale-electronic parts & equipment, nec • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2017 • INFOSONICS Corp • Wholesale-electronic parts & equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 3, 2017, between InfoSonics Corporation, a Maryland corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 1st, 2014 • INFOSONICS Corp • Wholesale-electronic parts & equipment, nec • Maryland
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 27, 2014 (the “Effective Date”) is between SILICON VALLEY BANK, a California corporation (“Bank”), and INFOSONICS CORPORATION, a Maryland corporation (“Borrower”), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:
0% SENIOR CONVERTIBLE NOTE DUE JANUARY 19, 2021InfoSonics Corp • January 22nd, 2018 • Wholesale-electronic parts & equipment, nec • New York
THIS SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of InfoSonics Corporation, a Maryland corporation, (the “Borrower”), having its principal place of business at 4435 Eastgate Mall, Suite 320, San Diego, CA 92121, due January 19, 2021 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 9th, 2018 • InfoSonics Corp • Wholesale-electronic parts & equipment, nec • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between InfoSonics Corporation, a Maryland corporation headquartered at 48 NW 25th Street, Miami, Florida (“Company”) and Mauricio Diaz, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean April 1, 2018.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 22nd, 2018 • InfoSonics Corp • Wholesale-electronic parts & equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 19, 2018, between InfoSonics Corporation, a Maryland corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
OFFICE SPACE LEASE BETWEEN UTC PROPERTIES LLC AND INFOSONICS CORPORATIONOffice Space Lease • November 14th, 2007 • Infosonics Corp • Wholesale-electronic parts & equipment, nec • California
THIS LEASE is made as of the10th day of September 2007, by and between UTC PROPERTIES LLC, a Delaware limited liability company, hereafter called “Landlord,” and INFOSONICS CORPORATION, a Maryland corporation, hereafter called “Tenant.”
SECOND ACKNOWLEDGMENT TO UNSECURED CONVERTIBLE NOTE AND WARRANT ISSUANCE AGREEMENTWarrant Issuance Agreement • November 6th, 2019 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec • New York
This Acknowledgment to Unsecured Convertible Note And Warrant Issuance Agreement (this “Acknowledgment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between [ ] (the “Holder”) and COOL HOLDINGS, INC., a Maryland corporation (the “Borrower”). Any capitalized term used in this Acknowledgment, but not otherwise defined herein, shall have the meaning ascribed to it in the Note (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 2nd, 2006 • Infosonics Corp • Wholesale-electronic parts & equipment, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 30, 2006, by and among InfoSonics Corporation, a Maryland corporation with headquarters located at 5880 Pacific Center Blvd., San Diego, CA 92121 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2016 • INFOSONICS Corp • Wholesale-electronic parts & equipment, nec • California
This Employment Agreement (the “Agreement”) is entered into effective April 21, 2016 (the “Effective Date”) by and between InfoSonics Corporation, a Maryland corporation (the “Company”), and Joseph Ram (“Employee”) as an extension, amendment and restatement of the agreement between the Company and Employee entered into as of April 9, 2012. Employee and Company are sometimes referred to individually as a “Party” and collectively as the “Parties.”
ContractSimply, Inc. • November 8th, 2021 • Wholesale-electronic parts & equipment, nec • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO SIMPLY, INC. IS SUPPLIED TO THE EFFECT THAT THE PROPOSED OFFER, SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.
FORM OF COMMON STOCK PURCHASE WARRANTInfoSonics Corp • January 22nd, 2018 • Wholesale-electronic parts & equipment, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____] or his, her or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of the Initial Issuance Date (the “Initial Exercise Date”) and on or prior to the close of business on the thirty six (36) month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from INFOSONICS CORPORATION, a Maryland corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractSimply, Inc. • November 8th, 2021 • Wholesale-electronic parts & equipment, nec • New York
THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER IS SUPPLIED TO THE BORROWER TO THE EFFECT THAT THE PROPOSED OFFER, SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.
ContractCool Holdings, Inc. • September 26th, 2019 • Wholesale-electronic parts & equipment, nec • New York
THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER IS SUPPLIED TO THE BORROWER TO THE EFFECT THAT THE PROPOSED OFFER, SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.
FIRST AMENDMENT TO UNSECURED CONVERTIBLE NOTE AND FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANTStock Purchase Warrant • October 25th, 2019 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec • New York
This First Amendment to Unsecured Convertible Note and Amendment to Common Stock Purchase Warrant (this “Amendment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between SUNNYBROOK PREEMIE INVESTMENTS INC. (the “Holder”) and COOL HOLDINGS, INC., a Maryland corporation (the “Borrower”). Any capitalized term used in this Amendment, but not otherwise defined herein, shall have the meaning ascribed to it in the Note (as defined below) or the Warrant (as defined below), as applicable.
EMPLOYMENT AGREEMENTEmployment Agreement • January 30th, 2004 • Infosonics Corp • Maryland
This Employment Agreement (the "Agreement") is entered into as of this 31st day of December, 2003 by and between InfoSonics Corporation, a Maryland corporation (the "Company"), and Joseph Ram ("Employee") and to be effective as of January 1, 2004. Employee and Company are sometimes referred to individually as a "Party" and collectively as the "Parties."
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 9th, 2018 • InfoSonics Corp • Wholesale-electronic parts & equipment, nec • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between Cooltech Holding Corp., a Nevada corporation headquartered at 48 NW 25th Street, Miami, Florida (“Company”) and Carlos Felipe Rezk, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean April 1, 2018.
ContractEmployment Agreement • April 14th, 2008 • Infosonics Corp • Wholesale-electronic parts & equipment, nec • Maryland
SUBSCRIPTION AGREEMENT OF COOL HOLDINGS, INC.Subscription Agreement • May 22nd, 2019 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec • Maryland
Purchase of securities of the Company are subject to the terms and conditions contained in this Subscription Agreement (the “Subscription Agreement”), including the terms and conditions set forth in Schedule “A” hereto. The Purchaser hereby irrevocably subscribes for and on Closing will purchase from the Company the aggregate amount of unsecured convertible notes (the “Notes”) and warrants (the “Warrants” and together with the Notes the “Purchased Securities”) of the Company set forth below. The Notes when issued will be unsecured obligations of the Company, convertible into common shares (the “Conversion Shares”) of the Company beginning on the date that is six months following their issuance at a conversion price that is USD$0.07 above the closing price of the Company’s common stock on the Company’s principal trading market on the trading day prior to the signing of this Subscription Agreement (the “Pricing Date”). The Notes will carry a one-year term. One-half of common-share purcha
PLEDGE AGREEMENT (Hypothecation)Pledge Agreement • March 16th, 2012 • Infosonics Corp • Wholesale-electronic parts & equipment, nec • California
This AGREEMENT is entered into at Los Angeles, California, as of December 20, 2011, between Infosonics Corporation , a Maryland corporation, with an address of 4350 Executive Drive, Suite 100, San Diego, California 92121 (the “Pledgor”) and HSBC Bank USA, National Association, a bank organized under the laws of the United States of America with an address of 660 S. Figueroa Street, Los Angeles, California 90017 (the “Bank”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 26th, 2017 • INFOSONICS Corp • Wholesale-electronic parts & equipment, nec • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 25, 2017 among Cooltech Holding Corp., a Nevada corporation (the “Company”), Infosonics Corporation, a Maryland corporation (“Parent”), and Infosonics Acquisition Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Parent, Merger Subsidiary, and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
INFOSONICS CORPORATION AMENDED AND RESTATED STOCK OPTION AGREEMENT (Non- Employee Directors’ Option)Stock Option Agreement • June 12th, 2006 • Infosonics Corp • Wholesale-electronic parts & equipment, nec • Maryland
THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this 13th day of April 2006 and shall be effective as of the day of 2005, to the same extent as if it had been entered into on that date, by and between InfoSonics Corporation, a Maryland corporation (the “Company”), and (the “Optionee”) with respect to the non-qualified stock option described below (the “Option”) granted by the Company to the Optionee as of 2005. The Option is granted outside the Company’s 2003 Stock Option Plan (the “2003 Plan”), but, to the extent applicable, is subject to all the terms and conditions of the 2003 Plan, unless otherwise provided in this Agreement. This Agreement replaces and supersedes any other agreement Optionee may have received with respect to the , 2005 Option and, in consideration of this Agreement, Optionee agrees that he shall have no further rights under any such other prior agreement.
SECURITY AGREEMENTSecurity Agreement • October 27th, 2020 • Simply, Inc. • Wholesale-electronic parts & equipment, nec • New York
The undersigned (hereinafter called the “Debtor”) has requested and receives an extension of credit terms or other financial accommodations to enable the purchase of products and services from INGRAM MICRO INC., including its divisions, affiliates and operating units (hereinafter called the “Secured Party”), and for such good and valuable consideration as noted above, the receipt and sufficiency of which are hereby acknowledged, Debtor and Secured Party hereby agree as follows:
LOAN AND SECURITY AGREEMENT (ACCOUNTS AND INVENTORY)Loan and Security Agreement • April 16th, 2004 • Infosonics Corp • Wholesale-electronic parts & equipment, nec • California
THIS AGREEMENT is entered into on September 20, 2002, between Comerica Bank-California, a California banking corporation ("Bank") as secured party, whose headquarters office is 333 West Santa Clara Street, San Jose, CA 95113 and Infosonics Corporation, a corporation, and Infosonics de Mexico, S. A. de C.V., a corporation, (Jointly and severally, individually and collectively "Borrower"), whose sole place of business (if it has only one), chief executive office (if it has more than one place of business) is located at the address set forth below its name on the signature page to this Agreement. The parties agree as follows:
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2018 • InfoSonics Corp • Wholesale-electronic parts & equipment, nec
This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”) dated this 31st day of December, 2017, by and among InfoSonics Corporation, a Maryland corporation (the “Company”), and each purchaser identified on the signature pages hereto (the “Purchasers”).
COMMON STOCK PURCHASE WARRANT COOL HOLDINGS, INC.Common Stock Purchase Warrant • November 30th, 2018 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ● (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 6 months following the Original Issue Date (as defined below) (the “Exercisability Date”) and on or prior to the close of business on the third anniversary of the Original Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cool Holdings, Inc., a Delaware corporation (the “Company”), up to _______ shares (the “Warrant Shares”) of common stock, par value $0.001 (the “Common Stock”), of the Company.
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2018 • InfoSonics Corp • Wholesale-electronic parts & equipment, nec
This Amendment No. 2 to Securities Purchase Agreement (this “Amendment”), dated this 5th day of January, 2018, is made by and among InfoSonics Corporation, a Maryland corporation (the “Company”), and each purchaser identified on the signature pages hereto (the “Purchasers”).
DISTRIBUTION AGREEMENTDistribution Agreement • January 26th, 2009 • Infosonics Corp • Wholesale-electronic parts & equipment, nec • New York
THIS AGREEMENT is made and entered into this 22nd day of January, 2009 by and between Samsung Electronics Argentina S.A., a corporation organized and existing under the laws of the Argentine Republic, domiciled at Bouchard 547 – 3 Piso, (1106) Buenos Aires, Argentina (hereinafter referred to as "SEASA") and Infosonics Corporation, a corporation organized and existing under the laws of the E.E.U.U. , domiciled at 4350 Executive Drive Suite #100, San Diego, CA 92121 and Infosonics S.A. , a corporation organized and existing under the laws of the Uruguay Republic , domiciled at Ponce Ave, 1302, Montevideo, Republica Oriental del Uruguay (hereinafter referred to as "DISTRIBUTORS").
ContractCool Holdings, Inc. • November 19th, 2019 • Wholesale-electronic parts & equipment, nec • New York
THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER IS SUPPLIED TO THE BORROWER TO THE EFFECT THAT THE PROPOSED OFFER, SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 8th, 2018 • InfoSonics Corp • Wholesale-electronic parts & equipment, nec • New York
THIS AMENDMENT NO. 2, dated January 5, 2018 (this “Amendment”) to the AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”), dated as of July 25, 2017 and amended as of September 14, 2017 (the “First Amendment”), is made by and among Cooltech Holding Corp., a Nevada corporation (the “Company”), InfoSonics Corporation, a Maryland corporation (“Parent”), and InfoSonics Acquisition Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Parent, Merger Subsidiary, and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. To the extent that capitalized terms are not defined in the text of this Amendment, such terms have the meanings set forth in the Merger Agreement.
CREDIT AGREEMENT by and between INFOSONICS CORPORATION, a Maryland corporation andCredit Agreement • October 13th, 2005 • Infosonics Corp • Wholesale-electronic parts & equipment, nec
INFOSONICS CORPORATION, a Maryland corporation (“Borrower”), organized under the laws of the State of Maryland whose chief executive office is located at the address specified after its signature to this Agreement (“Borrower’s Address”) and WELLS FARGO HSBC TRADE BANK, N.A. (“Trade Bank”), whose address is specified after its signature to this Agreement, have entered into this CREDIT AGREEMENT as of October 6, 2005. (“Effective Date”). All references to this “Agreement” include those covenants included in the Addendum to Agreement (“Addendum”) attached as Exhibit A hereto.
AMENDMENT NO. 3 TO UNSECURED CONVERTIBLE NOTEUnsecured Convertible Note • December 4th, 2019 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec
THIS THIRD AMENDMENT TO UNSECURED CONVERTIBLE NOTE (the “Amendment”), dated November 30, 2019 (the “Effective Date”), is among Cool Holdings, Inc., a Maryland corporation with its principal offices located at 2001 NW 84th Avenue, Miami, Florida 33122 (the “Company”), and ______________ (the “Holder”).
