8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE september 1, 2018Toughbuilt Industries, Inc • January 11th, 2017 • Cutlery, handtools & general hardware • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of ToughBuilt Industries, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 665 N. Central Ave., Suite 1700, Glendale, CA 91203, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due September 1, 2018 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • January 11th, 2017 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
This SECURITY AGREEMENT, dated as of October 17, 2016 (this “Agreement”), is among ToughBuilt Industries, Inc., a Nevada corporation (the “Company” and including such subsidiaries, that may hereafter be formed, the “Debtors”) and the holders of the Company’s 8% Original Issue Discount Senior Secured Convertible Debentures due September 1, 2018, in the original aggregate principal amount of $5,700,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
FORM OF PLACEMENT AGENT WARRANT]Toughbuilt Industries, Inc • January 11th, 2017 • Cutlery, handtools & general hardware
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Joseph Gunnar & Co., LLC or its assigns (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 October 17, 2016 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ToughBuilt Industries Inc., a Nevada corporation (the “Company”), up to 61,450 shares of Common Stock, par value $0.0001 per share (“Common Stock”), of the Company, as subject to adjustment hereunder (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 11th, 2017 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 17, 2016, between ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 11th, 2017 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 11th, 2017 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • California
This Employment Agreement (this "Agreement"), dated as of January 3, 2017, but effective as of January 1, 2017, is entered into between ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), and Manu Ohri ("Executive").
TOUGHBUILT INDUSTRIES, INC. CLASS A WARRANT AGREEMENTWarrant Agreement • January 11th, 2017 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • California
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUMToughbuilt Industries, Inc • January 11th, 2017 • Cutlery, handtools & general hardware
THIS MEMORANDUM CONSTITUTES AN OFFER ONLY IF A NAME APPEARS IN THE APPROPRIATE SPACE PROVIDED BELOW AND IS AN OFFER ONLY TO THE NAMED OFFEREE.
EMPLOYMENT AGREEMENTEmployment Agreement • January 11th, 2017 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • California
This Employment Agreement (this “Agreement”), dated as of January 3, 2017, but effective as of January 1, 2017, is entered into between ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), and Josh Keeler (“Executive”).
