UNDERWRITING AGREEMENT between TOUGHBUILT INDUSTRIES, INC., and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters TOUGHBUILT INDUSTRIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 9th, 2018 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
The undersigned, ToughBuilt Industries, Inc., a corporation formed under the laws of the State of Nevada (the “Company” and, together with any subsidiaries of the Company, the “Company Parties”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITY AGREEMENTSecurity Agreement • July 9th, 2018 • 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 • July 9th, 2018 • 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 • July 9th, 2018 • 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”).
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 1, 2018Toughbuilt Industries, Inc • July 9th, 2018 • 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”).
WARRANT AGENT AGREEMENTWarrant Agreement • July 9th, 2018 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of ______________ (the “Issuance Date”) between ToughBuilt Industries, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
WARRANT AGREEMENTWarrant Agreement • July 9th, 2018 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
This Warrant Agreement made as of [___________], 2017, is between [_______________], a [_______] corporation, with offices at [_______] (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2018 • 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 Michael Panosian (“Executive”).
SUBSCRIPTION AGREEMENT To subscribe for Units of Class B Preferred Stock and Warrants in the private offering of TOUGHBUILT INDUSTRIES, INC.Subscription Agreement • July 9th, 2018 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2018 • 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 Zareh Khachatoorian (“Executive”).
TOUGHBUILT INDUSTRIES, INC. CLASS A WARRANT AGREEMENTWarrant Agreement • July 9th, 2018 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware • California
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM 500,000 UNITS TOUGHBUILT INDUSTRIES, INC.Toughbuilt Industries, Inc • July 9th, 2018 • 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.
Lock-Up AgreementLock-Up Agreement • July 9th, 2018 • Toughbuilt Industries, Inc • Cutlery, handtools & general hardware
The undersigned understands that Joseph Gunnar & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with TOUGHBUILT Industries Inc., a Nevada corporation (the “Company”), providing for the initial public offering (the “Public Offering”) of shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”).
