FORM OF AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • September 28th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software • Delaware
This Amended and Restated Warrant Agreement (the “Warrant Agreement”), made as of September [__], 2017, amends and restates the Warrant Agreement, made as of June 22, 2017 (the “Original Agreement”), between Digital Social Retail, Inc., a Delaware corporation, with offices at 205 East 42nd Street, New York, NY 10017 (the “Company”), and VStock Transfer, LLC, a California limited liability company, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).
Via Electronic Mail Holosfind S.A.Forbearance Agreement • March 6th, 2018 • Digital Social Retail, Inc. • Services-prepackaged software
January 30, 2018 Via Electronic Mail Holosfind S.A.Forbearance Agreement • February 16th, 2018 • Digital Social Retail, Inc. • Services-prepackaged software
PLEDGE AGREEMENTPledge Agreement • June 26th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software • New York
This Pledge Agreement (this "Agreement") dated as of February 25, 2015, is by and among Holosfind S.A., a French corporation ("Pledgor") and Digital Social Retail, Inc., a Delaware Corporation ("DSR" or the "Company") and MG Partners II Limited, a limited liability company incorporated under the laws of Gibraltar, whose registered office is at 57/63 Line Wall Road, Gibraltar, represented by James Keyes and Michael Abitebol, duly authorized for the purpose herein (the "Secured Party"). Capitalized terms not otherwise defined herein shall have the meanings set forth in that certain Investment Agreement (the "Investment Agreement") dated February 25, 2015.
December 8, 2017Forbearance Agreement • December 12th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software
MANAGEMENT SERVICE AGREEMENTManagement Service Agreement • June 26th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software
- HOLOSFIND CORP. Inc., a US company, whose headquarters is 1209 Orange Street, Wilmington, County of New Castel, Delaware 19801, represented by its President, Mr. Sylvain BELLAICHE
November 13, 2017Forbearance Agreement • December 12th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software
SPECIMEN WARRANT CERTIFICATEDigital Social Retail, Inc. • September 28th, 2017 • Services-prepackaged software
This certifies that FOR VALUE RECEIVED or his, her or its registered assigns (the “Holder”) is the registered owner of warrants (“Warrants”) of Digital Social Retail, Inc., a Delaware corporation (the “Company”) expiring at 5:00 p.m., New York City time, on the three year anniversary of the initial closing of the Offering (the “Expiration Date”). The Warrants are subject to the terms and conditions set forth in this certificate and the warrant agreement (the “Warrant Agreement”) between the Company and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”), and all capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Warrant Agreement. Each Warrant entitles the Holder to purchase one share of common stock, par value $0.001 per share, of the Company (“Common Stock”), at the price of $5.10 per share of Common Stock (the “Warrant Price”), at any time after the Separation Date (as such terms defined in the Compa
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 28th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software • New York
December 14, 2017 Via Electronic Mail Holosfind S.A.Forbearance Agreement • December 18th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software
February 16, 2016 Via Electronic Mail Holosfind S.A.Digital Social Retail, Inc. • June 26th, 2017 • Services-prepackaged software
ESCROW AGREEMENTEscrow Agreement • September 28th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software • New York
This ESCROW AGREEMENT (this “Agreement”) dated as of this 27 day of June 2017 by and among Digital Social Retail, Inc. a Delaware corporation (the “Company”), having an address at 205 East 42nd Street, New York, NY 10017, Oberon Securities, LLC, having an address at 1412 Broadway, 23rd Floor New York, NY 10018 (the “Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), with its principal corporate trust office at 166 Mercer Street, Suite 2R, New York, NY 10012.
ContractForbearance Agreement • June 26th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software • New York
Reference is made to that certain Forbearance Agreement, dated October 31, 2016, by and among MG Partners II Ltd (“MGP II”), Digital Social Retail, Inc. (“DSR”) and Holosfind S.A. (the “Company”), as amended by Amendments Nos. 1, 2, 3, 4 and 5 thereto (the original agreement, as so amended, the “Forbearance Agreement”).
ContractLetter Agreement • September 28th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software • New York
This letter agreement (the “Amendment”) amends and restates that certain letter agreement, dated June 23, 2017, by and between Digital Social Retail, Inc. (“DSR”) and Holosfind S.A. (the “Company”).
October 31, 2016 Via Electronic Mail Holosfind S.A. Attn: Sylvain Bellaïche Digital Social Retail, Inc. New York, NY 10022 Attn: Sylvain Bellaïche Re: Forbearance Agreement (the "Agreement") Gentlemen:Digital Social Retail, Inc. • June 26th, 2017 • Services-prepackaged software • New York
Reference is made to that certain Investment Agreement, dated February 25, 2015 (the "Investment Agreement"), by and among Holosfind S.A. (the "Company"), Digital Social Retail, Inc. ("DSR"), and MG Partners II Ltd. ("MOP II"). Pursuant to the Investment Agreement, the Company issued and sold to MGP II, the Company's Terms and Conditions of the Bonds in the principal amount of $1,000,000. In connection with the Investment Agreement, the Company, DSR, and MGP II entered into a Pledge Agreement, dated February 25, 2015. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Investment Agreement, the Pledge Agreement, and any and all transaction documents related to the Investment Agreement and the Pledge Agreement.
Via Electronic Mail Holosfind S.A.Digital Social Retail, Inc. • June 26th, 2017 • Services-prepackaged software
SERVICE BENEFITS AGREEMENTService Benefits Agreement • June 26th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software
The company HOLOSFIND, an anonymous company with capital of 10 079 886, whose head office is 21 rue de Ia Paix in Paris 2eme, registered in the Register Commerce and Societies of Paris under number 407 500 842, represented by its Chairman and Chief Executive Officer, Mr Sylvain BELLAICHE
Debt Deferral AgreementDebt Deferral Agreement • September 1st, 2017 • Digital Social Retail, Inc. • Services-prepackaged software • New York
This agreement is made this 28th day of July, 2017 by and among Holsfind S.A., a société anonyme organized in France (“Holosfind”), Holosfind Corp., Inc., a Delaware corporation (“Holosfind Corp.”) and Digital Social Retail, Inc., a Delaware corporation (“DSR”).
February 7, 2017 Via Electronic Mail Holosfind S.A.Forbearance Agreement • June 26th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software
INVESTMENT AGREEMENT Dated as of February 25, 2015 by and among HOLOSFIND S.A., DIGITAL SOCIAL RETAIL, INC., and THE PURCHASER LISTED ON EXHIBIT A INVESTMENT AGREEMENTInvestment Agreement • June 26th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software
This INVESTMENT AGREEMENT dated as of February 25, 2015 (this “Agreement”) is by and among Holosfind SA., a French société anonyme whose registered office is at 21 rue de la paix, 75002 Paris, registered at the Companies Registry of Paris under number 10446765 (the “Company”), Digital Social Retail, Inc., a Delaware Corporation (“DSR”), and the purchaser whose name is set forth on Exhibit A attached hereto (the “Purchase”).
April 20, 2018 Via Electronic Mail Holosfind S.A. Paris, France Attn: Sylvain Bellaïche Digital Social Retail, Inc. New York, NY 10022 Attn: Sylvain Bellaïche Re: Settlement and Release Letter Agreement (“Agreement”) Gentlemen: Reference is made to...Digital Social Retail, Inc. • April 25th, 2018 • Services-prepackaged software
● Investment Agreement, dated February 25, 2015 (the “Investment Agreement”), by and among Holosfind S.A., a French corporation (the “Company”), Digital Social Retail, Inc., a Delaware corporation (“DSR”), and MG Partners II Limited, a limited liability company organized under the laws of Gibraltar whose registered office is at 57/63 Line Wall Road, Gibraltar (“MGP II”), as the same may have been amended, restated or supplemented;
August 30, 2017 Via Electronic Mail Holosfind S.A. 2l rue de la Paix, 75002 Paris, France Attn: Sylvain Bellaïche Digital Social Retail, Inc. New York, NY 10022 Attn: Sylvain BellaïcheForbearance Agreement • September 1st, 2017 • Digital Social Retail, Inc. • Services-prepackaged software
Reference is made to that certain Amendment to the Forbearance Agreement, dated June 16, 2017 (the “Fifth Amendment”), by and among the Holosfind S.A. (the “Company’’), Digital Social Retail, Inc. (“DSR”), and MG Partners II Limited (“MGP II”), pursuant to which the parties agreed to extend the deadline For DSR’s Filed Registration Statement to September l5, 2017. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Fifth Amendment.
Digital Social Retail, Inc. Units consisting of Common Stock, par value $0.001 per share (“Common Stock”) and Warrants to purchase Common Stock (“Warrants”) Regulation A 2017 Form of Subscription AgreementDigital Social Retail, Inc. • September 28th, 2017 • Services-prepackaged software • Delaware
This subscription agreement (the “Agreement”) is made as of the date set forth on the signature page below by and between the undersigned (the “Subscriber”) and Digital Social Retail, Inc., a Delaware corporation (the “Company”), and is intended to set forth certain representations, covenants and agreements between the Subscriber and the Company with respect to the offer and sale by the Company, pursuant to Regulation A of the Securities Act of 1933, as amended (the “Securities Act”), of a minimum of 1,000,000 units and a maximum of 2,000,000 units of the Company (the “Units”), each Unit consisting of one share of Common Stock and one Warrant, at an offering price of $4.25 per Unit, for an aggregate minimum offering amount of $4,250,000 and an aggregate maximum amount of $8,500,000 (the “Offering”). The Warrants have the rights, limitations and terms set forth in the Warrant Agreement attached hereto as Exhibit A. The Company has granted Oberon Securities, LLC, the agent engaged by the
March 16, 2018 Via Electronic Mail Holosfind S.A.Forbearance Agreement • March 20th, 2018 • Digital Social Retail, Inc. • Services-prepackaged software
May 10, 2017 Via Electronic Mail Holosfind S.A. Paris, France Attn: Sylvain Bellaïche Digital Social Retail, Inc. New York, NY 10022 Attn: Sylvain BellaïcheForbearance Agreement • June 26th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software
Reference is made to that certain Amendment to the Forbearance Agreement, dated February 7, 2017 (the “Third Amendment”), by and among the Holosfind S.A. (the “Company”), Digital Social Retail, Inc. (“DSR”), and MG Partners II Limited (“MGP II”) , pursuant to which the parties agreed to extend the deadline for DSR’s Filed Registration Statement to March 31, 2017. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Third Amendment.
January 19, 2017 Via Electronic Mail Holosfind S.A.Forbearance Agreement • June 26th, 2017 • Digital Social Retail, Inc. • Services-prepackaged software
