SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 21st, 2020 • One Stop Systems, Inc. • Electronic computers • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 20, 2020, is by and among One Stop Systems, Inc., a Delaware corporation with offices located at 2235 Enterprise Street, #110, Escondido, California (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • April 21st, 2020 • One Stop Systems, Inc. • Electronic computers • New York
SECURITY AND PLEDGE AGREEMENT, dated as of April 20, 2020 (this “Agreement”), made by One Stop Systems, Inc., a Delaware corporation, with offices located at 2235 Enterprise Street #11, Escondido, California 92029 (the “Company”), and each other undersigned Person, 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 April 20, 2020 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • April 21st, 2020 • One Stop Systems, Inc. • Electronic computers • New York
This INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Agreement”), dated as of April 20, 2020, is made by and among each Existing Noteholder (as defined herein), Kenneth Potashner, as collateral agent for the Existing Noteholders (in such capacity, the “Existing Collateral Agent” and together with the Existing Noteholders, the “Existing Secured Parties”), ALTO OPPORTUNITY MASTER FUND, SPC - SEGREGATED MASTER PORTFOLIO B, as collateral agent for the holders of the Senior Notes (as defined below) (in such capacity, the “Senior Collateral Agent”), and One Stop Systems, Inc., a Delaware corporation (“Obligor”).
