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
ContractConvertible Note Agreement • May 22nd, 2019 • Cool Holdings, Inc. • 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.
