COMMON STOCK PURCHASE WARRANT EDISON NATION, INC.Edison Nation, Inc. • February 12th, 2020 • Games, toys & children's vehicles (no dolls & bicycles)
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, 32 Entertainment LLC or its assigns (the " Holder") is entitled, at any time or from time to time from the date hereof (the "Commencement Date"), and at or before 5:00 p.m., Eastern time, December 4, 2024 (the "Termination Date") but not thereafter, to subscribe for and purchase from Edison Nation, Inc., a Nevada corporation (the "Company"), up to 50,000 shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section l(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2020 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Purchaser (the "Purchase Agreement").
ContractCommon Stock Purchase Warrant • February 12th, 2020 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
NOTE AGREEMENTNote Agreement • February 12th, 2020 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
FOR VALUE RECEIVED, the undersigned, EDISON NATION, INC., a Nevada corporation (“Maker” or “Company”), hereby promises to pay to the order of Equity Trust Company, Custodian FBO: Rawleigh H. Ralls, 200324899, IRA, P. O. Box 451340, Westlake, Ohio 44145, (“Lender” or “Payee”), the principal amount of 267,000, together with interest on the unpaid principal balance, payable in accordance with the terms and condition of this Note Agreement (“Note”) entered into by and between the Company and Lender.
LOAN AGREEMENTLoan Agreement • February 12th, 2020 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
IN CONSIDERATION OF the Lender providing the Loan to the Corporation, and the Corporation repaying the Loan to the Lender, both parties agree to keep, perform, and fulfill the promises, conditions and agreements below:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 12th, 2020 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Florida
This Asset Purchase Agreement (this "Agreement"), dated as of November 6, 2019, is entered into by and among Uber Mom, LLC, a Florida limited liability company ("Seller"), Lisa Anne Kleine, an individual and member of Seller, Amy Goff, an individual and member of Seller, (these individuals together are the “Owners”) and Edison Nation, Inc., a Nevada corporation ("Buyer").
OPERATING AGREEMENT OF ED ROSES, LLC (To Be Formed Limited Liability Company) EIN:Operating Agreement • February 12th, 2020 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • California
THIS OPERATING AGREEMENT, is dated as of the effective date of August 12, 2019 by and among the members of ED ROSES, LLC (“the Company”), listed on Schedule A hereto (hereinafter collectively referred to as the “Members”).
Contract:Sa Future Receivables Sale and Purchase Agreement This Agreement • February 12th, 2020 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
group u:sa FUTURE RECEIVABLES SALE AND PURCHASE AGREEMENT This agreement (this "Agreement"), dated November 18, 2019, between Velocity Group USA Inc. and the seller(s) listed herein (collectively, the "Seller") (all capitalized terms shall have the meanings ascribed to them below): Business Legal Name: EDISON NATION, LLC --------------------------------------------------------D/B/A: EDISON NATION EIN #: 82-2199200 Form of Business Entity: lie ---------------------------------Physical Address: 520 Elliot Street, Charlotte, NC, 28202 Mailing Address: 1758 Red Hawk Way, Bethlehem, PA, 18015 PURCHASED AMOUNT: $337,500.00 SPECIFIED PERCENTAGE: 10% INITIALINSTALLMENT: PURCHASE PRICE: $250,000.00 Cf f-€ 1 FOR SELLER #1 FOR SELLER #2 rl By: ---------Name: Title: Owner/Agent/Manager Title: Owner/Agent/Manager Email: _ Email: cferguson@edisonnation.com Business Phone: --------Business Phone: (610) 829-1039 *Accurate contact information is required to provide the Seller with important information
PURCHASE OF INVENTORY AND REPURCHASE AGREEMENTInventory and Repurchase Agreement • February 12th, 2020 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New Jersey
This Purchase of Inventory and Repurchase Agreement (“Agreement”) is made by and between Edison Nation, Inc. (“Edison Nation”), and the undersigned and/or nominee (“Purchaser - Assignee"), subject to the following terms and conditions:
ContractEdison Nation, Inc. • February 12th, 2020 • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
THIS NOTE AND THE SECURITIES ISSUABLE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
