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”).
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”).
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”).
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).
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”).
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”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 19th, 2019 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, modified, supplemented, renewed, restated or replaced from time to time, this “IP Security Agreement”), dated August 19, 2019, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, in its capacity as collateral agent (the “Collateral Agent”) for the Noteholders. All capitalized terms not otherwise defined herein shall have the meanings respectively ascribed thereto in the Security Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • August 19th, 2019 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
VOTING AGREEMENT, dated as of __, 2019 (this “Agreement”), by and between Toughbuilt Industries, Inc., a Nevada corporation with offices located at [ADDRESS] (the “Company”) and the shareholder signatory hereto (the “Shareholder”).
