ContractCool Holdings, Inc. • November 30th, 2018 • 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.
SUBSCRIPTION AGREEMENT OF COOL HOLDINGS, INC.Subscription Agreement • November 30th, 2018 • 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 of USD$4.40. The Notes will carry a one-year term. One-half common-share purchase warrant shall be issued for each Conversion Share issuable under the Notes. Warrants shall have a 36-month term and shall be exercisable beginning on the date that is six-months following their
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.
