FORM OF AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • September 28th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software • Delaware
This Amended and Restated Warrant Agreement (the “Warrant Agreement”), made as of September [__], 2017, amends and restates the Warrant Agreement, made as of June 22, 2017 (the “Original Agreement”), between Digital Social Retail, Inc., a Delaware corporation, with offices at 205 East 42nd Street, New York, NY 10017 (the “Company”), and VStock Transfer, LLC, a California limited liability company, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).
SPECIMEN WARRANT CERTIFICATEWarrant Agreement • September 28th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software
This certifies that FOR VALUE RECEIVED or his, her or its registered assigns (the “Holder”) is the registered owner of warrants (“Warrants”) of Digital Social Retail, Inc., a Delaware corporation (the “Company”) expiring at 5:00 p.m., New York City time, on the three year anniversary of the initial closing of the Offering (the “Expiration Date”). The Warrants are subject to the terms and conditions set forth in this certificate and the warrant agreement (the “Warrant Agreement”) between the Company and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”), and all capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Warrant Agreement. Each Warrant entitles the Holder to purchase one share of common stock, par value $0.001 per share, of the Company (“Common Stock”), at the price of $5.10 per share of Common Stock (the “Warrant Price”), at any time after the Separation Date (as such terms defined in the Compa
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 28th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software • New York
ESCROW AGREEMENTEscrow Agreement • September 28th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software • New York
This ESCROW AGREEMENT (this “Agreement”) dated as of this 27 day of June 2017 by and among Digital Social Retail, Inc. a Delaware corporation (the “Company”), having an address at 205 East 42nd Street, New York, NY 10017, Oberon Securities, LLC, having an address at 1412 Broadway, 23rd Floor New York, NY 10018 (the “Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), with its principal corporate trust office at 166 Mercer Street, Suite 2R, New York, NY 10012.
ContractLetter Agreement • September 28th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software • New York
This letter agreement (the “Amendment”) amends and restates that certain letter agreement, dated June 23, 2017, by and between Digital Social Retail, Inc. (“DSR”) and Holosfind S.A. (the “Company”).
Digital Social Retail, Inc. Units consisting of Common Stock, par value $0.001 per share (“Common Stock”) and Warrants to purchase Common Stock (“Warrants”) Regulation A 2017 Form of Subscription AgreementSubscription Agreement • September 28th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software • Delaware
This subscription agreement (the “Agreement”) is made as of the date set forth on the signature page below by and between the undersigned (the “Subscriber”) and Digital Social Retail, Inc., a Delaware corporation (the “Company”), and is intended to set forth certain representations, covenants and agreements between the Subscriber and the Company with respect to the offer and sale by the Company, pursuant to Regulation A of the Securities Act of 1933, as amended (the “Securities Act”), of a minimum of 1,000,000 units and a maximum of 2,000,000 units of the Company (the “Units”), each Unit consisting of one share of Common Stock and one Warrant, at an offering price of $4.25 per Unit, for an aggregate minimum offering amount of $4,250,000 and an aggregate maximum amount of $8,500,000 (the “Offering”). The Warrants have the rights, limitations and terms set forth in the Warrant Agreement attached hereto as Exhibit A. The Company has granted Oberon Securities, LLC, the agent engaged by the
