FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 16th, 2019 • KushCo Holdings, Inc. • Miscellaneous plastics products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 15, 2019, between KushCo Holdings, 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”).
KushCo Holdings, Inc. 11958 Monarch Street Garden Grove, CA 92841 Attn: Nicholas Kovacevich Chief Executive OfficerKushCo Holdings, Inc. • January 16th, 2019 • Miscellaneous plastics products • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as lead placement agent (“A.G.P.”), and Compass Point Research & Trading, LLC, as co-placement agent (“Compass” and together with A.G.P, the “Placement Agents”), and KushCo Holdings, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), that the Placement Agents shall serve as the placement agents for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) warrants to purchase shares of Common Stock of the Company (the “Warrants,” and together with the Shares, the “Securities”). The Securities actually placed by the Placement Agents are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “P
FORM OF WARRANT] KUSHCO HOLDINGS, INC. Warrant To Purchase Common StockKushCo Holdings, Inc. • January 16th, 2019 • Miscellaneous plastics products • New York
KushCo Holdings, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), _________________ (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warran
