ContractUnsecured Convertible Note • September 26th, 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.
promissory note, REIMBURSEMENT AND INDEMNIFICATION AGREEMENT AND SECURITY AGREEMENTPromissory Note, Reimbursement and Indemnification Agreement and Security Agreement • September 26th, 2019 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec • New York
This PROMISSORY NOTE, REIMBURSEMENT AND INDEMNIFICATION AGREEMENT AND SECURITY AGREEMENT (this “Agreement”) dated as of September [ ], 2019, is made jointly and severally by Cool Holdings, Inc., a Maryland corporation (“Cool Holdings”) and each of the other parties identified as “Obligors” on the signature pages hereto (with Cool Holdings, collectively, the “Obligors” and each, an “Obligor”) to GAMESTOP CORP., a Delaware corporation (“Payee”).
ESCROW AGREEMENTEscrow Agreement • September 26th, 2019 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec • Delaware
THIS ESCROW AGREEMENT, dated effective as of September [ ], 2019 (“Agreement”), is by and among Cool Holdings, Inc., a Maryland corporation (“Depositor”), GameStop Corp., a Delaware corporation (“Recipient”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as escrow agent hereunder (“Escrow Agent”).
