COMMON STOCK PURCHASE WARRANTJRjr33, Inc. • October 24th, 2017 • Retail-nonstore retailers • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, JGB (Cayman) Port Ellen Ltd. 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 19, 2017 (the “Initial Exercise Date”), and on or prior to the close of business on October 19, 2021 (the “Expiration Date”) but not thereafter, to subscribe for and purchase from JRjr33, Inc., a Florida corporation (the “Company”), up to 2,625,000 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 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2017 • JRjr33, Inc. • Retail-nonstore retailers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 19, 2017, between JRjr33, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS...JRjr33, Inc. • October 24th, 2017 • Retail-nonstore retailers • New York
THIS 14.0% ORIGINAL ISSUE DISCOUNT SENIOR SECURED GUARANTEED CONVERTIBLE TERM LOAN NOTE is one of a series of duly authorized and validly issued 14.0% Original Issue Discount Senior Secured Guaranteed Convertible Term Loan of JRjr33, Inc., a Florida corporation, (the “Company”), having its principal place of business at 2950 North Harwood Street, 22nd Floor, Dallas, Texas 75201 (this debenture, as amended, restated, supplemented or otherwise modified from time to time, the “Debenture” and collectively with the other debentures of such series, the “Debentures”) and is issued pursuant to the Purchase Agreement (as defined below).
SECURITY AGREEMENTSecurity Agreement • October 24th, 2017 • JRjr33, Inc. • Retail-nonstore retailers • New York
This SECURITY AGREEMENT, dated as of October 19, 2017 (this “Agreement”), is by and among JRjr33, Inc., a Florida corporation (the “Company”), the Subsidiaries of the Company that are signatories hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s 14.0% Original Issue Discount Senior Secured Guaranteed Convertible Term Loan Notes due October 19, 2020, in the original aggregate principal amount of $5,263,158 (collectively, the “Debentures”) that are signatories hereto, their endorsees, transferees and assigns (the “Purchasers”), and JGB Collateral, LLC, a Delaware limited liability company, in its capacity as agent for the Purchasers (“Agent” and collectively with the Purchasers, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • October 24th, 2017 • JRjr33, Inc. • Retail-nonstore retailers • New York
This SUBSIDIARY GUARANTEE, dated as of October 19, 2017 (this “Guarantee”), is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the Secured Parties defined below.
PLEDGE AGREEMENTPledge Agreement • October 24th, 2017 • JRjr33, Inc. • Retail-nonstore retailers • New York
THIS PLEDGE AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2017, by and among JRJR33, INC., a Florida corporation (the “Issuer”), the Subsidiaries of the Issuer that are signatories hereto (collectively, the “Pledgors”), and any other Subsidiary of the Issuer that becomes a party hereto from time to time as a Pledgor, in favor of JGB COLLATERAL, LLC, as agent for the Purchasers (as defined in the Purchase Agreement) (collectively with the Purchasers, the “Secured Parties”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
