On December 30, 2019, Cool Holdings Inc. entered into a consulting agreement with Fountain Asset Corp., and Cher Holdings Inc. Pursuant to the Consulting Agreement, the company appointed the Consultants to perform for the benefit of the Company certain services. Such Services the Consultants have agreed to perform include: advise on the company’s capital restructuring, providing strategic planning, assisting with implementing business planning and strategy as well as financing strategy, and assist with prospective merger and acquisitions targets. The Consultants have agreed to perform the Services in exchange for a consulting fee payable by the Company through the issuance of an aggregate of 10,000,000 shares of its common stock and warrants to purchase up to an additional 10,000,000 Shares. Each Warrant is exercisable for a period of twelve months from the date of issuance thereof, at a price of $0.05 per Warrant Share. The Consulting Agreement’s other provisions include the Consultants being appointed, on an exclusive basis by the Company, to perform the Services as independent contractors without the right or authority to otherwise obligate the Company in any manner. The Consultants and the Company are also obligated to treat as confidential and not disclose important information that is communicated or provided to one of them, by the other, in connection with the performance of the Services. The Consultants, while being permitted to carry on providing similar Services to other companies, are required to notify the Company upon a serious conflict which arises as a result of their consulting activities. The Consulting Agreement will terminate on February 29, 2020, unless otherwise extended by the Company and the Consultants.