PREFUNDED COMMON STOCK PURCHASE WARRANT toughbuilt industries, inc.Toughbuilt Industries, Inc • November 18th, 2022 • Cutlery, handtools & general hardware
THIS PREFUNDED 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 the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from ToughBuilt Industries, Inc., a Nevada 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2022 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 15, 2022, between ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2022 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of _____, 2022, between ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between TOUGHBUILT INDUSTRIES, INC., and MAXIM GROUP LLC as Representative of the Several Underwriters TOUGHBUILT INDUSTRIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2018 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
The undersigned, ToughBuilt Industries, Inc., a corporation formed under the laws of the State of Nevada (the “Company” and, together with any subsidiaries of the Company, the “Company Parties”), hereby confirms its agreement (this “Agreement”) with Maxim Group LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PREFUNDED COMMON STOCK PURCHASE WARRANT toughbuilt industries, inc.Toughbuilt Industries, Inc • January 26th, 2024 • Cutlery, handtools & general hardware • New York
THIS PREFUNDED 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 the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from ToughBuilt Industries, Inc., a Nevada 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 20th, 2024 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 13, 2024, between ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDED AND RESTATED 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE september 1, 2018Toughbuilt Industries, Inc • September 18th, 2018 • Cutlery, handtools & general hardware • New York
THIS AMENDED AND RESTATED 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Amended and Restated 10% Original Issue Discount Senior Secured Convertible Debentures of ToughBuilt Industries, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 25371 Commercentre Drive, Lake Forest, California, 92630, designated as its Amended and Restated 10% Original Issue Discount Senior Secured Convertible Debenture due September 1, 2018 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2019 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 19, 2019, is by and among Toughbuilt Industries, Inc., a Nevada corporation with offices located at 25371 Commercentre Drive, #200, Lake Forest, CA 92630 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • July 9th, 2018 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
This SECURITY AGREEMENT, dated as of October 17, 2016 (this “Agreement”), is among ToughBuilt Industries, Inc., a Nevada corporation (the “Company” and including such subsidiaries, that may hereafter be formed, the “Debtors”) and the holders of the Company’s 8% Original Issue Discount Senior Secured Convertible Debentures due September 1, 2018, in the original aggregate principal amount of $5,700,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
FORM OF PLACEMENT AGENT WARRANT]Toughbuilt Industries, Inc • July 9th, 2018 • Cutlery, handtools & general hardware
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Joseph Gunnar & Co., LLC 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 October 17, 2016 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ToughBuilt Industries Inc., a Nevada corporation (the “Company”), up to 61,450 shares of Common Stock, par value $0.0001 per share (“Common Stock”), of the Company, as subject to adjustment hereunder (the “Warrant Shares”). 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 26th, 2024 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______, 2024, between ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2019 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 19, 2019, is by and among Toughbuilt Industries, Inc., a Delaware corporation with offices located at 25371 Commercentre Drive, #200, Lake Forest, CA 92630 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SERIES F COMMON STOCK PURCHASE WARRANT toughbuilt industries, inc.Toughbuilt Industries, Inc • January 26th, 2024 • Cutlery, handtools & general hardware • New York
THIS SERIES F 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______, 20291 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ToughBuilt Industries, Inc., a Nevada 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).
AT THE MARKET OFFERING AGREEMENT December 7, 2020Market Offering Agreement • December 7th, 2020 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
ToughBuilt Industries, Inc., a corporation organized under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
SHARES OF COMMON STOCK AND [__] WARRANTS (EXERCISABLE FOR [__] SHARES) OF TOUGHBUILT INDUSTRIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 17th, 2020 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
The undersigned, TOUGHBUILT INDUSTRIES, INC., a company incorporated under the laws of Nevada (collectively with its subsidiaries and Affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or Affiliates of TOUGHBUILT INDUSTRIES, INC., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 22nd, 2020 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _____________ (the “Issuance Date”) between ToughBuilt Industries, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 9th, 2018 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 17, 2016, between ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PLACEMENT AGENT PREFERRED INVESTMENT OPTION toughbuilt industries, inc.Toughbuilt Industries, Inc • November 18th, 2022 • Cutlery, handtools & general hardware
THIS PLACEMENT AGENT PREFERRED INVESTMENT OPTION (the “Preferred Investment Option”) 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 17, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), up to ____ shares (as subject to adjustment hereunder, the “Preferred Investment Option Shares”) of Common Stock. The purchase price of one share of Common Stock under this Preferred Investment Option shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of November 14, 2022.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • August 19th, 2019 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
SECURITY AND PLEDGE AGREEMENT, dated as of August 19, 2019 (this “Agreement”), made by Toughbuilt Industries, Inc., a Nevada corporation, with offices located at 25371 Commercentre Drive, Ste 200, Lake Forest, CA 92630 (the “Company”), and each of the undersigned direct and indirect Domestic Subsidiaries of the Company from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”), in favor of Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the Noteholders (as defined below) party to the Securities Purchase Agreement, dated as of August 19, 2019 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).
AT THE MARKET OFFERING AGREEMENT February 1, 2021The Market Offering Agreement • February 2nd, 2021 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
ToughBuilt Industries, Inc., a corporation organized under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
GUARANTYGuaranty • August 19th, 2019 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
This GUARANTY, dated as of August 19, 2019 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
WARRANT AGENT AGREEMENTWarrant Agreement • July 9th, 2018 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of ______________ (the “Issuance Date”) between ToughBuilt Industries, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 19th, 2019 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of August 19, 2019, by and among Toughbuilt Industries, Inc., a Delaware corporation with offices located at 25371 Commercentre Drive, #200, Lake Forest, CA 92630 (the “Company”) and the investor signatory hereto (the “Investor”).
WARRANT AGREEMENTWarrant Agreement • July 9th, 2018 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
This Warrant Agreement made as of [___________], 2017, is between [_______________], a [_______] corporation, with offices at [_______] (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT toughbuilt industries, inc.Toughbuilt Industries, Inc • February 9th, 2024 • Cutlery, handtools & general hardware • New York
THIS PLACEMENT AGENT 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______, 20291 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ToughBuilt Industries, Inc., a Nevada 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). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and ______, dated as of ______.
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT toughbuilt industries, inc.Toughbuilt Industries, Inc • February 20th, 2024 • Cutlery, handtools & general hardware • New York
THIS PLACEMENT AGENT 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 13, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ToughBuilt Industries, Inc., a Nevada 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). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of November 30, 2023.
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 1, 2018Toughbuilt Industries, Inc • July 9th, 2018 • Cutlery, handtools & general hardware • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of ToughBuilt Industries, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 665 N. Central Ave., Suite 1700, Glendale, CA 91203, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due September 1, 2018 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
MASTER NETTING AGREEMENTMaster Netting Agreement • August 19th, 2019 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
MASTER NETTING AGREEMENT (the “Agreement”), dated as of August 19, 2019, by and among Toughbuilt Industries, Inc., a Nevada corporation with offices located at 25371 Commercentre Drive, #200, Lake Forest, CA 92630 (the “Company”) and the investor signatory hereto (the “Investor”, and together with the Company, the “Parties” and each a “Party”).
OF TOUGHBUILT INDUSTRIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2020 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
The undersigned, TOUGHBUILT INDUSTRIES, INC., a company incorporated under the laws of Nevada (collectively with its subsidiaries and Affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or Affiliates of TOUGHBUILT INDUSTRIES, INC., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2023 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • California
This Employment Agreement (this “Agreement”), dated as of December 29, 2022, but effective as of January 1, 2023, is entered into between ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), and Michael Panosian (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2018 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • California
This Employment Agreement (this “Agreement”), dated as of January 3, 2017, but effective as of January 1, 2017, is entered into between ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), and Michael Panosian (“Executive”).
EXCHANGE AGREEMENTExchange Agreement • November 23rd, 2020 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
This Exchange Agreement (the “Agreement”) is entered into as of this 20th day of November, 2020, by and between ToughBuilt Industries, Inc., a Nevada corporation with offices located at 25371 Commercentre Drive, Suite 200, Lake Forest, CA 92630 (the “Company”), and the Holder signatory hereto (the “Holder”), with reference to the following facts:
SUBSCRIPTION AGREEMENT To subscribe for Units of Class B Preferred Stock and Warrants in the private offering of TOUGHBUILT INDUSTRIES, INC.Subscription Agreement • July 9th, 2018 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 11th, 2017 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • California
This Employment Agreement (this "Agreement"), dated as of January 3, 2017, but effective as of January 1, 2017, is entered into between ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), and Manu Ohri ("Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2018 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • California
This Employment Agreement (this “Agreement”), dated as of January 3, 2017, but effective as of January 1, 2017, is entered into between ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), and Zareh Khachatoorian (“Executive”).
