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COPY NO.

____________

DATE: _____________

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

COOLTECH HOLDING CORP.


Private Offering of Shares of Common Stock

Minimum Offering Amount: $2,000,000 (800,000 Shares of Common Stock at $2.50 per
Share)

Maximum Offering Amount: $6,000,000 (2,400,000 Shares of Common Stock at $2.50 per
Share)

Cooltech Holding Corp., a Nevada corporation (“Cooltech”, the “Company,” “we,” “us,”
“our”), is offering (the “Offering”) a minimum of 800,000 shares (the “Shares”) of common
stock, par value $0.0001 per share (the “Common Stock, for a minimum aggregate purchase
price of $2,000,000 (the “Minimum Offering Amount”) and a maximum of 2,400,000 Shares for
a maximum aggregate purchase of $6,000,000 (the “Maximum Offering Amount”). Each Share
will be sold at a purchase price of $2.50 per Share.

We are offering the Shares on a “best efforts, all-or-none” basis with respect to the Minimum
Offering Amount and a “best efforts” basis with respect to the Maximum Offering Amount. No
assurance can be given that all or any portion of the Shares offered hereby will be sold. Unless a
minimum of $2,000,000 is subscribed and accepted from investors in the Offering, no Shares
will be sold to investors by the Company in the Offering. The Shares are being offered pursuant
to exemptions from registration obtained in Section 4(a)(2) and Regulation D of the Securities
Act of 1933, as amended (the “Securities Act”) only to persons who qualify as “accredited
investors,” as defined pursuant to Rule 501 of Regulation D promulgated thereunder. All
proceeds will be deposited in an escrow account maintained by Signature Bank (the “Escrow
Agent”). This Offering will be open for a period terminating on April 30, 2017 (the “Termination
Date”), which may be extended to June 30, 2017 at the election of the Company and the
Placement Agent (as defined below). It is currently contemplated that the proceeds of this
Offering will be delivered to the Company at one or more closings held during the offering
period. See “Summary of Terms of the Offering” for additional information.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES OR TO UNITED STATES PERSONS UNLESS THE SECURITIES ARE REGISTERED
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT IS AVAILABLE.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, NOR
HAVE ANY OF THE FOREGOING PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING
OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THESE ARE SPECULATIVE SECURITIES WHICH
INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF
THEIR ENTIRE INVESTMENT SHOULD INVEST IN THESE SECURITIES. PLEASE SEE THE
SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 15 OF THIS PRIVATE PLACEMENT
MEMORANDUM (THE “MEMORANDUM”).

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(1) (2)
Purchase Price Placement Agent Fees Proceeds to Company

Per Share $2.50 $0.25 $2.25

Minimum Offering $2,000,000 $200,000 $1,800,000


Amount
Maximum Offering $6,000,000 $600,000 $5,400,000
Amount(3)
(1) Laidlaw & Company (UK) Ltd. (the “Placement Agent”) will act as placement agent in connection with this
Offering. The Placement Agent will receive a cash fee equal to 10% of the gross proceeds raised from investors
introduced by the Placement Agent in the Offering. Excludes (i) a non-allocable expense reimbursement of 2%
of the gross proceeds from all investors in the Offering payable to the Placement Agent, (ii) a one-time fee of
$30,000 payable to the Placement Agent on the initial closing, and (iii) up to $100,000 which will be payable to
the Placement Agent for legal fees and expenses incurred in connection with this Offering, including any filing
or blue sky fees and other reasonable and necessary out of pocket expenses incurred by the Placement Agent.
See “Plan of Distribution” for information with respect to the Placement Agent’s compensation, including
shares of Common Stock and warrants to be issued to the Placement Agent.
(2) Before deducting additional expenses of this Offering payable by the Company. See “Use of Proceeds.”
(3) Does not include up to $1,000,000 of additional gross proceeds that the Company may receive upon sale of the
Over-Allotment Option. With the Over-Allotment Option, the Purchase Price is $7,000,000, Placement Agent
Fee is $700,000, and Proceeds to the Company are $6,300,000.
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A
HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY INVESTORS WHO
CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE “RISK
FACTORS.”

Laidlaw & Company (UK) Ltd.


Placement Agent
March 8, 2017

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IMPORTANT INVESTOR NOTICES

THIS MEMORANDUM IS SUBMITTED ON A CONFIDENTIAL BASIS FOR USE BY A


LIMITED NUMBER OF PROSPECTIVE INVESTORS SOLELY IN CONNECTION WITH
THEIR CONSIDERATION OF THE PURCHASE OF THE SECURITIES BEING OFFERED
HEREBY. ANY REPRODUCTION OR DISTRIBUTION OF THIS MEMORANDUM, IN
WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMPANY OR THE PLACEMENT AGENT, IS
PROHIBITED. ANY PERSON ACTING CONTRARY TO THE FOREGOING RESTRICTIONS
MAY BE IN VIOLATION OF FEDERAL AND/OR STATE SECURITIES LAWS.

THE INFORMATION PRESENTED IN THIS MEMORANDUM WAS PREPARED BY THE


COMPANY AND IS BEING FURNISHED BY THE PLACEMENT AGENT SOLELY FOR USE
BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. THE
PLACEMENT AGENT MAKES NO REPRESENTATIONS AS TO THE FUTURE
PERFORMANCE OF THE COMPANY.

THE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING
OFFERED AND SOLD IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE LAWS. THE SECURITIES
BEING OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. INVESTORS
SHOULD BE AWARE THAT THEY MIGHT BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON


THEIR OWN EXAMINATION OF THE COMPANY, THE SECURITIES BEING OFFERED
HEREBY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED.

INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE FAMILIAR WITH


AND UNDERSTAND THE TERMS OF THIS OFFERING AND THAT THEY OR THEIR
INVESTOR REPRESENTATIVES HAVE SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS THAT THEY ARE CAPABLE OF EVALUATING
THE MERITS AND RISKS OF AN INVESTMENT IN THE SECURITIES BEING OFFERED
HEREBY.

NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE MADE OR INTENDED TO


BE MADE, NOR SHOULD ANY BE INFERRED, WITH RESPECT TO THE ECONOMIC
RETURN, IF ANY, OR THE TAX ATTRIBUTES OF AN INVESTMENT IN THE SECURITIES
BEING OFFERED HEREBY. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS,
HER OR ITS OWN COUNSEL, ACCOUNTANT AND OTHER ADVISORS AS TO LEGAL,
TAX, ECONOMIC AND RELATED MATTERS CONCERNING AN INVESTMENT IN THE
SECURITIES BEING OFFERED HEREBY AND THE SUITABILITY OF SUCH
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PROSPECTIVE INVESTOR TO MAKE SUCH INVESTMENT.

A PROSPECTIVE INVESTOR, BY ACCEPTING DELIVERY OF THIS MEMORANDUM,


AGREES TO RETURN IT AND ALL ENCLOSED DOCUMENTS TO THE COMPANY IF
SUCH PROSPECTIVE INVESTOR DOES NOT PURCHASE ANY OF THE SECURITIES
BEING OFFERED HEREBY.

PROSPECTIVE INVESTORS ARE ENCOURAGED TO AVAIL THEMSELVES OF THE


OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE WRITTEN ANSWERS FROM,
THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND
TO OBTAIN ADDITIONAL WRITTEN INFORMATION REGARDING THE COMPANY AND
THIS OFFERING, TO THE EXTENT POSSESSED OR OBTAINABLE BY SUCH ENTITIES
WITHOUT UNREASONABLE EFFORT OR EXPENSE. REPRESENTATIVES OF THE
COMPANY WILL BE MADE AVAILABLE TO PROSPECTIVE INVESTORS UPON
REQUEST TO ADDRESS SUCH QUESTIONS.

IN MAKING AN INVESTMENT DECISION REGARDING THE SECURITIES OFFERED


HEREBY, THE POTENTIAL INVESTOR MUST RELY ON ITS OWN EXAMINATION OF
THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND
RISKS INVOLVED. THE CONTENTS OF THIS MEMORANDUM ARE NOT TO BE
CONSIDERED AS LEGAL, BUSINESS OR TAX ADVICE. THE POTENTIAL INVESTOR
SHOULD CONSULT ITS OWN COUNSEL, ACCOUNTANT AND OTHER ADVISORS AS TO
LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A PURCHASE OF
THE SECURITIES.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A


SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES TO ANY PERSON IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION.

THE COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND FOR ANY
REASON WHATSOEVER, TO MODIFY, AMEND OR WITHDRAW ALL OR ANY PORTION
OF THIS OFFERING AND ACCEPT OR REJECT IN WHOLE OR IN PART ANY
PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT LESS THAN THE
AMOUNT OF SECURITIES A POTENTIAL INVESTOR MAY PURCHASE. THE COMPANY
WILL HAVE NO LIABILITY WHATSOEVER TO ANY POTENTIAL INVESTOR IN THE
EVENT THAT ANY OF THE FOREGOING SHALL OCCUR. THE COMPANY MAY NOT
SELL ANY SECURITIES OR ACCEPT ANY OFFER TO PURCHASE SECURITIES UNTIL
THE COMPANY HAS DELIVERED TO YOU AND YOU HAVE EXECUTED THE
SUBSCRIPTION AGREEMENT REFLECTING THE DEFINITIVE TERMS AND
CONDITIONS OF THIS OFFERING. YOU SHOULD CAREFULLY REVIEW THE FULL
TEXT OF THE SUBSCRIPTION AGREEMENT AND ALL OTHER DOCUMENTS AND
AGREEMENTS PROVIDED TO YOU IN CONNECTION WITH THIS OFFERING PRIOR TO
PURCHASING THESE SECURITIES.

A POTENTIAL INVESTOR MUST COMPLY WITH ALL APPLICABLE LAWS AND


REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES
SECURITIES OR POSSESSES OR DISTRIBUTES THIS MEMORANDUM AND MUST
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OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR THE
PURCHASE BY IT OF THE SECURITIES UNDER THE LAWS AND REGULATIONS IN
FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES
SUCH PURCHASES, AND THE COMPANY SHALL NOT HAVE ANY RESPONSIBILITY
THEREFOR.

FOR RESIDENTS OF ALL STATES

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN


EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING INCLUDING
THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE
ABLE TO WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT.

NOTICE TO FLORIDA RESIDENTS

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR
THE FLORIDA SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS
THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING.

WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE IN
FLORIDA MADE PURSUANT TO THE FLORIDA SECURITIES AND INVESTOR
PROTECTION ACT SECTION 517.061(11) IS VOIDABLE BY THE PURCHASER IN SUCH
SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS
MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN
ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE
IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.

THE AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION


517.061(11) IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE. EACH PERSON
IS ENTITLED TO EXERCISE THE PRIVILEGE TO VOID SALES GRANTED BY SECTION
517.061(11)(A)(5) AND ANY PERSON WHO WISHES TO EXERCISE SUCH RIGHT MUST,
WITHIN 3 DAYS AFTER THE TENDER OF THE PURCHASE PRICE TO THE ISSUER, AN
AGENT OF THE ISSUER (INCLUDING ANY DEALER ON BEHALF OF THE COMPANY OR
ANY SALES PERSON OF SUCH DEALER) OR AN ESCROW AGENT, CAUSE A WRITTEN
NOTICE OR TELEGRAM TO BE SENT TO THE COMPANY AT THE ADDRESS PROVIDED
IN THE MEMORANDUM—SUCH LETTER OR TELEGRAM MUST BE SENT AND, IF
POSTMARKED, POSTMARKED ON OR PRIOR TO THE END OF THE AFOREMENTIONED
THIRD DAY. IF A PERSON IS SENDING A LETTER IT IS PRUDENT TO SEND SUCH
LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED. TO ASSURE THAT IT IS
RECEIVED AND ALSO TO EVIDENCE THE DATE IT WAS MAILED. PERSONS WHO
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MAKE THIS REQUEST ORALLY MUST ASK FOR WRITTEN CONFIRMATION THAT THIS
REQUEST HAS BEEN RECEIVED.

NASAA UNIFORM LEGEND

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN


EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

NOTICE TO FOREIGN INVESTORS

IF YOU LIVE OUTSIDE THE UNITED STATES, IT IS YOUR RESPONSIBILITY TO FULLY


OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE
THE UNITED STATES IN CONNECTION WITH ANY PURCHASE, INCLUDING
OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY
OTHER REQUIRED LEGAL OR OTHER FORMALITIES.

IRS CIRCULAR 230 DISCLOSURE

TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230,


HOLDERS OF THE SECURITIES ARE HEREBY NOTIFIED THAT (i) ANY DISCUSSION OF
U.S. FEDERAL TAX ISSUES IN THIS MEMORANDUM IS NOT INTENDED OR WRITTEN
BY US TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY ANY SUCH
HOLDERS FOR PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON SUCH
HOLDERS UNDER THE INTERNAL REVENUE CODE; (ii) SUCH DISCUSSION IS
WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS
OR MATTERS ADDRESSED IN THIS MEMORANDUM; AND (iii) HOLDERS OF THE
SECURITIES SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

CONFIDENTIALITY

By accepting delivery of this Memorandum, you acknowledge and agree that all of the information
contained herein is of a confidential nature and that this Memorandum has been furnished to you for
the sole purpose of enabling you to consider and evaluate an investment in the Company’s
securities. You agree that you will treat such information in a confidential manner, will not use such
information for any purpose other than evaluating an investment in the Shares and will not, directly
or indirectly, disclose or permit your agents, representatives or affiliates to disclose any of such
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information without the prior written consent of the Company. You also agree to make your agents,
affiliates and representatives aware of the confidential nature of the information contained herein
and the terms of this section including your agreement to not disclose such information, and to be
responsible for any disclosure or other improper use of such information by such agents, affiliates
or representatives. Likewise, without the prior written consent of the Company, you agree that you
will not, directly or indirectly, make any statements, public announcements or other release or
provision of information in any form to any trade publication, to the press or to any other person or
entity whose primary business is or includes the publication or dissemination of information related
to the subject matter of this Memorandum. If you decide not to pursue further investigation of the
Company or to not participate in the Offering, you agree to promptly return this Memorandum and
any accompanying documentation to the Company or the Placement Agent.

Notwithstanding the foregoing confidentiality agreement, the recipient of this Memorandum, each
prospective investor, and their representatives and agents, are authorized to disclose the tax
treatment and tax structure of the transactions described herein to their respective advisors, without
limitation of any kind. You may disclose information contained herein to the extent (but only to the
extent) that it relates to the tax treatment or tax structure of the transactions described herein. This
authorization is not intended to permit disclosure of any other information included herein or
obtained by you in connection to this Offering to the extent not related to the tax treatment or the
tax structure of such transactions including the identities or financial information of any kind of
current, future or potential stockholders of the Company.

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FORWARD LOOKING STATEMENTS

Certain information contained in this Memorandum includes forward-looking statements. The


statements herein which are not historical reflect our current expectations and projections about the
Company’s future results, performance, liquidity, financial condition, prospects and opportunities
and are based upon information currently available to the Company and its management and their
interpretation of what is believed to be significant factors affecting the business, including many
assumptions regarding future events. Such forward-looking statements include statements
regarding, among other things: (i) our projected sales and profitability; (ii) our growth strategies;
(iii) anticipated trends in our industry; (iv) our future financing plans; and (v) our anticipated needs
for working capital. Forward-looking statements, which involve assumptions and describe our
future plans, strategies, and expectations, are generally identifiable by use of the words “may,”
“should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of
these words or other variations on these words or comparable terminology. Actual results,
performance, liquidity, financial condition, prospects and opportunities could differ materially from
those expressed in, or implied by, these forward-looking statements as a result of various risks,
uncertainties and other factors, including the ability to raise sufficient capital to continue the
Company’s operations. These statements may be found under “Business,” in this Memorandum.
Actual events or results may differ materially from those discussed in forward-looking statements as
a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and
matters described in this Memorandum generally. In light of these risks and uncertainties, there can
be no assurance that the forward-looking statements contained in this Memorandum will in fact
occur.

Offerees should not place undue reliance on any forward-looking statements. Except as expressly
required by the federal securities laws, we do not undertake to publicly update or revise any
forward-looking statements, whether as a result of new information, future events, changed
circumstances or any other reason.

Offerees should not make an investment decision based solely on the Company’s projections,
estimates or expectations.

NO REPRESENTATION OR WARRANTY OF ANY KIND IS OR CAN BE MADE WITH


RESPECT TO THE ACCURACY OR COMPLETENESS OF, AND NO
REPRESENTATION OR WARRANTY SHOULD BE INFERRED FROM, FUTURE,
PROJECTED, OR FORWARD-LOOKING OPERATING AND FINANCIAL
INFORMATION, INCLUDING OUR PROJECTED FINANCIAL STATEMENTS,
PERFORMANCE, OR RESULTS, CONTAINED IN THIS MEMORANDUM OR OUR
ASSUMPTIONS UNDERLYING THEM. NO REPRESENTATION OR WARRANTY IS OR
CAN BE MADE AS TO OUR FUTURE OPERATIONS OR THE AMOUNT OF ANY
FUTURE INCOME WE MAY REALIZE OR LOSS WE MAY SUSTAIN. SOME
ASSUMPTIONS, UPON WHICH THE PROJECTIONS ARE BASED, INEVITABLY WILL
NOT MATERIALIZE, AND UNANTICIPATED EVENTS AND CIRCUMSTANCES WILL
OCCUR. THEREFORE, THE ACTUAL RESULTS ACHIEVED IN THE FUTURE WILL
VARY FROM PROJECTED RESULTS, AND VARIATIONS MAY BE MATERIAL AND
ADVERSE. PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO PLACE RELIANCE
ON ANY PROJECTIONS.

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TABLE OF CONTENTS

Page
Executive Summary .......................................................................................................... 10
Summary of Terms of Offering ......................................................................................... 12
Risk Factors ....................................................................................................................... 15
Certain Conflicts of Interest and Related Party Transactions ........................................... 27
Use of Proceeds ................................................................................................................. 28
Determination of Offering Price........................................................................................ 29
Dividend Policy ................................................................................................................. 29
Business ............................................................................................................................. 29
Summary Financial Information ....................................................................................... 37
Security Ownership of Certain Beneficial Owners and Management .............................. 38
Directors and Management ............................................................................................... 39
Executive Compensation ................................................................................................... 40
Description of Securities ................................................................................................... 41
Restrictions on Transfer of Securities ............................................................................... 42
Plan of Distribution ........................................................................................................... 43
Subscription Procedures .................................................................................................... 45
Investor Suitability Requirements ..................................................................................... 46
Additional Information ...................................................................................................... 48

EXHIBITS:
A. Subscription Agreement
B. Registration Rights Agreement
C. Wire Instructions
D. Articles of Incorporation
E. Icon Networks Combined Unaudited Financial Statements for the 9 months ended
September 30, 2016
F. Icon Group Combined Audited Financial Statements for the years ended December 31,
2015 and 2014

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EXECUTIVE SUMMARY

The following summary is qualified in its entirety by the more detailed information appearing
elsewhere herein and in the exhibits hereto. You should read the entire Memorandum and carefully
consider, among other things, the matters set forth in the section captioned “Risk Factors.” You are
encouraged to seek the advice of your attorney, tax consultant, and business advisor with respect to
the legal, tax, and business aspects of an investment in the Shares.

The terms the “Company,” “we,” “us,” and “our” refer to Cooltech Holding Corp. All references
in this Memorandum to “$” or “dollars” are to United States dollars, unless specifically stated
otherwise.

Company Overview

The Company was formed in the state of Nevada on October 3, 2016 in order to acquire the
business and operations of Icon Networks LLC, a Florida limited liability company (“Icon”). On
December 15, 2016, we consummated a securities exchange transaction with Icon in which we
acquired all of the outstanding membership interests of Icon in consideration for (a) 1,300,000
shares of our Common Stock (b) 4,408,410 shares of our Series A Convertible Preferred Stock
(collectively, the “Cooltech Shares”) and a series of Notes described in more detail herein (the
“Icon Notes”). As a result of the transaction, Icon became our wholly owned operating subsidiary,
subject to certain conditions including the payment of the Icon Notes. In addition, XPro Global LLC
(“Xpro”) which was a 50% owned subsidiary of Icon became a 50% owned subsidiary of the
Company. XPro has no operations and is an inactive subsidiary. In addition, in connection with the
exchange transaction, we issued the Icon Notes to the founders of Icon, specifically Class A
Promissory Notes (the “Class A Notes”) in the aggregate principal amount of $747,500; Class B
Promissory Notes (the “Class B Notes”) in the aggregate principal amount of $300,000 and Class C
Promissory Notes (the “Class C Notes”) in the aggregate principal amount of $1,000,000. We will
repay the Class A Notes in full at the initial closing. See “Use of Proceeds.” Following the initial
closing, the Class B Notes and the Class C Notes will remain outstanding and shall be payable as
described under “Business – Exchange Agreement with Icon.”

Since 2013 Icon has operated a consumer electronics, mobility and accessories distribution and
marketing business. Icon distributes and markets a variety of mobility, computing, audio/video and
other technology products including laptops, tablets, cell phone, drones, smart watches, gaming
consoles and accessories and audio devices manufactured by Apple, Bose, Moshi, Zagg, Marshall,
Caselogic, Belkin, Tech21, Thule, GoPro Samsung, Yuneec, DJI, Parrot, Nikon, and other
manufacturers. Icon has customers in 30 countries, and was acquired by the Company in December
2016.

In our distribution business, we purchase and sell a variety of technology products to resellers who,
in turn, typically sell directly to end-users or other resellers. We add value to our vendors by acting
as a conduit to a large and highly fragmented base of resellers. We provide our customers, primarily
resellers, with a variety of value added services, including multi-vendor solutions, integration
services, electronic commerce tools, marketing, financing, training and enablement, technical
support, and inventory management. We target resellers that service small and medium-sized
businesses. We believe it is generally more difficult for larger suppliers to interact with this market

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due to its diversity and fragmentation, and this provides us with an opportunity in a large, higher-
margin segment of the consumer electronics markets in the United States and Latin America, to
entrench ourselves as a key element of the supply chain of our vendors.

Our customers consist of resellers, retailers, B2B, small and medium businesses and enterprise,
custom installers, systems integrators, mobile network operators, mobile virtual network operators,
direct marketers, Internet-based resellers, independent dealers, product category specialists, reseller
purchasing associations, managed service providers, cloud services providers, PC assemblers,
independent agents and dealers, IT and mobile device manufacturers and other distributors.

Our executive offices are located at 48 NW 25th Street, Suite 107/108, Miami, Florida 33127 and
our telephone number is (786) 675-5257.

Icon Acquisition

Pursuant to the original terms of the securities exchange transaction with Icon in which we acquired
all of the outstanding membership interests of Icon, at any time following the date that is nine (9)
months from the closing date of the acquisition of December 15, 2016 of Icon, provided that the
Company (i) has not consummated an initial public offering of the Company’s Common Stock
pursuant to which the Company receives gross proceeds of at least $10,000,000 (which, for the
avoidance of doubt, may include a reverse merger, acquisition or similar transaction with a publicly
traded company consummated in conjunction with a financing in which the Company receives at
least $10,000,000 in gross proceeds) (the “Put/Call Exercise Period”) and (ii) the Class A Notes
have not yet been paid in full, the holders of our outstanding shares of Series A Preferred Stock may
exercise their right to (a) return the Cooltech Shares to the Company for cancellation and require
the Company to return all previously surrendered membership interests of Icon to such holders and
(b) sell and to require the founders of Icon to purchase, at the aggregate purchase price at which
such holders of Series A Preferred Stock purchased its Icon membership interests from the Icon
founders, the membership interests held by the holders of the Series A Preferred Stock (the “Put
Option”). At such time during the Put/Call Exercise Period as the holders of Series A Preferred
Stock have not exercised the Put Option, the Icon founders may exercise their right to cause and (a)
require the Company to return the Icon membership interests to the former Icon members in
consideration for the return of the Cooltech Shares received by such holders in exchange therefore
to the Company for cancellation and (ii) require the holders of Series A Preferred Stock to sell, at
the original purchase price, their Icon membership interests to the Icon founders (the “Call
Option”). Upon exercise of the Put Option or the Call Option, as the case may be, our acquisition of
Icon would effectively be unwound, our outstanding Class A, Class B and Class C promissory notes
(collectively, the “Promissory Notes”) would be deemed null and void and our employment
agreements with our current management team would be terminated. Banco de Brasil has a first
priority lien on all assets of Icon.

Pursuant to an amendment to the Icon acquisition agreement dated January 30, 2017, the Put Option
was amended to provide that upon payment in full of the Class A Notes, which payment will occur
in connection with the initial closing, the Put Option will immediately expire. See “Use of
Proceeds.”

OneClick Acquisition

11
On November 15, 2016, we entered into a non-binding term sheet to acquire OneClick (the
“OneClick Acquisition”). The term sheet contemplates that, if closed, the OneClick acquisition may
be unwound pursuant to a put/call provision certain conditions. To avoid triggering this provision,
we will not close the OneClick Acquisition prior to our completion of an initial public offering,
pursuant to which any put/call right will be eliminated. See “Description of OneClick Term Sheet”
on page 36.

SUMMARY OF TERMS OF THE OFFERING


For Accredited Investors Only

Issuer: Cooltech Holding Corp., a Nevada corporation.

Shares Offered: Subject to the terms of this Memorandum, the Company is offering
Shares on a “best efforts, all-or-none” basis with respect to the
Minimum Offering Amount and on a “best efforts” basis with
respect to the Maximum Offering Amount. Each Share will be sold
at a purchase price of $2.50 per Share.

Purchase Price: $2.50 per Share, with a minimum subscription of $50,000, or 20,000
Shares; provided that the Placement Agent and the Company may
accept subscriptions for less than 20,000 Shares, in their joint
discretion.

Offering Size: The minimum number of Shares to be sold pursuant to this Offering
is 800,000 Shares, for an aggregate purchase price of $2,000,000 and
a maximum of 2,400,000 Shares for an aggregate purchase price of
$6,000,000 (subject to the Over-Allotment Option described below).

Offering Period: The offer and sale of Shares hereunder will commence on the date of
this Memorandum and terminate no later than April 30, 2017 (the
“Termination Date”), which may be extended to June 30, 2017 at the
election of the Company and the Placement Agent.

Over-Allotment Option: In the event the Offering is oversubscribed, the Company and the
Placement Agent may, in their joint discretion, sell up to $1,000,000
of additional Shares.

Shares of Common 4,730,553 shares of Common Stock, assuming the sale of the
Outstanding After The Maximum Offering Amount (excluding (i) shares of Common Stock
Offering: issuable upon exercise of the Placement Agent Warrants (defined
below) and (ii) 4,408,410 shares of Common Stock issuable upon
conversion of our outstanding preferred stock, which vote together
with the Common Stock on a share for share basis), based on
2,330,553 shares of Common Stock outstanding as of the date of this

12
Memorandum.

Public Market: There is currently no public market for our securities.

Investor Suitability: All investors must be “accredited investors” as defined under Rule
501 of Regulation D promulgated under the Securities Act, as
amended by the Dodd-Frank Wall Street Reform and Consumer
Protection Act, and meet all other suitability requirements set forth
herein under the caption “Investor Suitability Requirements” and as
contained in the subscription documents attached as Exhibits to this
Memorandum.

Risk Factors/ The Shares offered hereby involve a high degree of risk and should
Conflicts of Interest: be considered only by persons who can afford the loss of their entire
investment. Before investing in the Shares, prospective investors
should carefully consider the information set forth under the heading
“Risk Factors” in this Memorandum, and in particular, the “Conflicts
of Interest” section.

Use of Proceeds: We will receive gross proceeds from the sale of the Shares offered
hereby of $2,000,000 assuming the sale of the Minimum Offering
Amount and $6,000,000 assuming the sale of the Maximum Offering
Amount. We will use the net proceeds of the Offering for working
capital, payments to founders of Icon for the acquisition of Icon in
the form of repayment of the Class A Notes, professional fees, and
signing bonuses. We will use the proceeds from the Minimum
Offering Amount at the first closing to repay the Class A Notes in
full and the other Notes. See “Use of Proceeds” on page 28.

Registration Rights: Following the commencement of trading of the Common Stock of


the Company on a national quotation service or quotation of the
shares of Common Stock on an automated quotation system, under
the terms of the Registration Rights Agreement, attached hereto as
Exhibit B, the Company, will be required to register all Shares issued
in this Offering.

Escrow: All funds from this Offering shall be held in a non-interest bearing
trust escrow/trust account with Signature Bank, N.A., or another
nationally recognized escrow agent agreed upon by the Company
and the Placement Agent, as escrow agent, and shall comply with all
applicable FINRA and SEC rules and state and federal laws. The
subscription amount for the Shares will be paid to the escrow
account established by the escrow agent, by either check or wire, and
held in escrow until satisfaction of all the conditions to the Closing.

Subscription Accredited investors interested in subscribing for Shares in this

13
Procedures: Offering must do the following:

 Deliver a completed and executed Subscription Agreement


(including the Investor Questionnaire) which is attached to
this Memorandum as Exhibit A, to the Placement Agent at
the address provided in the Subscription Agreement.

 Deliver to the Escrow Agent, prior to the Termination Date,


the full purchase price for the Shares in the amount of $2.50
per Share, by wire transfer or check in accordance with the
instructions provided in the Subscription Agreement. Wires
should include the account number and the Escrow Agent’s
routing number (as indicated in Exhibit C attached hereto).

Funds and subscription documents will be held in escrow until the


closing of this Offering at which time escrowed funds and
subscription documents will be released by the Escrow Agent. A
closing may be held at any time during the offering period after
subscriptions for the Minimum Offering Amount have been received
and accepted. Additional closings may be held during the offering
period, up to the sale of the Maximum Offering Amount (subject to
the Over-Allotment Option), during the offering period. It is
currently contemplated that the proceeds of this Offering will be
delivered to the Company at one or more closings held during the
offering period. Promptly following the closing, certificates
representing the Shares purchased in this Offering will be issued to
the investors. If this Offering is not completed for any reason, all
proceeds deposited into escrow will be returned to the investors
without interest or deduction.

Placement Agent: The Company has retained Laidlaw & Company (UK) Ltd.
(the “Placement Agent”) as the exclusive placement agent for the
Offering. The Placement Agent will receive cash fees equal to: (i)
10% of the gross proceeds raised from investors introduced by the
Placement Agent (“Placement Agent Investors”) in the Offering and
(ii) a non-allocable expense reimbursement of 2% of the gross
proceeds from all investors in the Offering. In addition, the
Placement Agent will receive (i) a one-time fee of $30,000 on the
initial closing and (iii) 2% of the aggregate considering underlying
any Advisory Transaction. “Advisory Transaction” shall mean any
merger, acquisition, business combination or other transaction with
any party introduced to the Company by the Placement Agent. The
Placement Agent will also receive payment by the Company of its
legal fees and expenses incurred in connection with this Offering,
including any filing or blue sky fees and other reasonable and
necessary out of pocket expenses incurred by the Placement Agent;
provided, however, payment for such expenses shall not exceed

14
$100,000 unless mutually agreed upon by the Company and the
Placement Agent. The Company has also agreed to issue to the
Placement Agent, or its designees, 3-year warrants (the “Placement
Agent Warrants”) to purchase such number of shares of Common
Stock equal to ten percent (10%) of the number of Common Stock
sold in the Offering to Placement Agent Investors which warrants
will have an exercise price equal to $2.50. The Placement Agent
Warrants will have immediate cash or cashless exercise provisions
and will be not be redeemable by the Company. Prior to the initial
closing date of this Offering, the Placement Agent, its affiliated
entities or certain entities controlled by affiliates of the Placement
Agent, will own 677,000 shares of our Series A Preferred Stock,
which are convertible in to 677,000 shares of Common Stock.

RISK FACTORS

AN INVESTMENT IN THE SECURITIES OFFERED HEREBY IS SPECULATIVE IN


NATURE, INVOLVES A HIGH DEGREE OF RISK AND SHOULD NOT BE MADE BY
ANY INVESTOR WHO CANNOT AFFORD THE LOSS OF HIS ENTIRE INVESTMENT.
EACH PROSPECTIVE PURCHASER SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISKS AND SPECULATIVE FACTORS ASSOCIATED WITH THIS
OFFERING, AS WELL AS OTHERS DESCRIBED ELSEWHERE IN THIS
MEMORANDUM, BEFORE MAKING ANY INVESTMENTS.

THIS MEMORANDUM CONTAINS CERTAIN STATEMENTS RELATING TO FUTURE EVENTS


OR THE FUTURE FINANCIAL PERFORMANCE OF OUR COMPANY. PROSPECTIVE
INVESTORS ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY PREDICTIONS,
INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL EVENTS OR RESULTS MAY
DIFFER MATERIALLY. IN EVALUATING SUCH STATEMENTS, PROSPECTIVE INVESTORS
SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS IDENTIFIED IN THIS
MEMORANDUM, INCLUDING THE MATTERS SET FORTH BELOW, WHICH COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH
FORWARD-LOOKING STATEMENTS.

Risks Related to Our Company and Our Business

We are a new company with a short operating history and have a history of losses.

We were formed on October 3, 2016, and prior to our acquisition of Icon, our operating history
consisted of preliminary activities in preparation for the acquisition of Icon, appointment of officers
and directors, engaging professionals and preparing for the Offering. Prior to our acquisition of
Icon, we had no income-producing activities. We have already incurred losses due to the expenses
we have incurred in our initial activities. Prior to our acquisition of Icon, we had no operating
history, no experience and we had not generated any revenue. We expect that our operating
expenses and our net losses will increase dramatically with closing of the acquisition of Icon
Wholesale distribution of electronics and related business is an inherently speculative activity.

15
Since Cooltech has a limited operating history, it is difficult for potential investors to evaluate
Cooltech’s business.

Our limited operating history makes it difficult for potential investors to evaluate our business or
prospective operations. Although our wholly owned operating subsidiary, Icon, has generated
revenues, since formation, Cooltech has not generated any revenues. As an early stage company, we
are subject to all the risks inherent in the initial organization, financing, expenditures, complications
and delays inherent in a new business. Investors should evaluate an investment in us in light of the
uncertainties encountered by developing companies in a competitive environment. Our business is
dependent upon the implementation of our business plan. There can be no assurance that our efforts
will be successful or that we will ultimately be able to attain profitability.

We will need to obtain additional financing to fund our growth plans.

We do not have sufficient capital to fund our operations. We anticipate that the Maximum Offering
Amount will be sufficient to satisfy our cash requirements and maintain our operations for a period
of at least 24 months after the Offering should the Company generate no revenue in that span.
However, we estimate we will require up to an additional $6,000,000 in addition to the Maximum
Offering Amount to fully implement our growth plan (including purchase of additional inventory).
If we fail to raise such additional funds, we will need to scale back our growth plans. The specific
funding required, however, will depend on the results of our initial activities and the
recommendations of our managers and other advisors. We do not have any sources of funding for
the expected expenditures. We may be unable to secure additional financing on terms acceptable to
us, or at all. Our inability to raise additional funds on a timely basis could prevent us from achieving
our business objectives and could have a negative impact on our business, financial condition,
results of operations and the value of our securities. If we raise additional funds by issuing
additional equity or convertible debt securities, the ownership of existing stockholders may be
diluted and the securities that we may issue in the future may have rights, preferences or privileges
senior to those of the current holders of our common stock or preferred stock. Such securities may
also be issued at a discount to the market price of our common stock, resulting in possible further
dilution to the book value per share of common stock. If we raise additional funds by issuing debt,
we could be subject to debt covenants that could place limitations on our operations and financial
flexibility.

Competition within the consumer electronics wholesale distribution industry may have an
adverse effect on our business.

The consumer electronics wholesale distribution industry is highly competitive. There are many
consumer electronics distribution companies that operate in the same geographic region and operate
in the same business sector as us and distribute and market mobility, computing, audio/video and
other products made by manufacturers including, but not limited to, Apple, Boss, Samsung and
Nike. Our principal competitors are large consumer electronic wholesalers located in the United
States and Latin America including Tech Data, Ingram Micro, Brightstar Corp, Viastara and
Intcomex. Some of these competitors offer a wide range of products at prices comparable to those
offered by us and/or have substantial financial resources and long-standing customer relationships.

16
This competition may reduce our margins and/or cause a loss in market share, adversely impacting
our operations, cash flow and financial condition.

Adverse economic conditions could affect our wholesale business.

Adverse economic conditions could affect our wholesale business. An economic downturn would
reduce the availability of credit for businesses. Some of our retail customers could experience a
decline in financial performance. These conditions, as well as adverse fluctuations in foreign
exchange rates affect their ability to pay amounts owed to us on a timely basis or at all. There can
be no assurance that government response to economic disruptions would increase liquidity and the
availability of credit, and as a result, our retail customers may be unable to borrow funds on
acceptable terms. Financial difficulties experienced by our retail customers could cause us to curtail
or eliminate business with that customer. Any economic decline affecting our retail customers
would adversely affect our business and results of operations.

We may not be able to successfully expand our partnership base with retailers or grow our
presence with existing retailers.

As part of our growth strategy, we intend to increase the penetration with existing retailers and form
relations with new retailers; provided, however, there can be no assurance that we will be able to
retain or grow our presence with existing retailers or develop partnerships with new retailers. If we
are unable to engage new retailers or retain the retailers we currently sell our products to, our
business and results of operations may be adversely affected.

Changes in the market and/or demand for consumer electronics, including, but not limited to,
laptops, tablets, cell phones, gaming consoles and audio devices could adversely affect our
business.

Demand for our products will depend in part on the changes in demand for various consumer
products, including, computers, speakers, cell phones, gaming consoles or other devices. To the
extent that we cannot offset periods of reduced demand that may occur in these markets, our sales
and gross profit may decline, which would negatively impact our business, financial condition and
results of operations. In addition, reductions in unit volumes of sales for such products or prices of
equipment could adversely affect demand for our products and could adversely affect our business.

Integration of acquired companies, including Icon and the anticipated acquisition of OneClick
International, LLC (“OneClick”), may require significant resources and/or result in
significant unanticipated losses, costs or liabilities, and we may not realize all of the
anticipated operating synergies from acquisitions.

We have grown our business and operations through the acquisition of Icon, and in the future we
intend to continue to develop our business through the acquisition of OneClick. There can be no
assurance that our acquisitions will perform as expected in the future. We may be unable to
successfully integrate the operations of and/or the acquired assets of the businesses we acquire into
our operations and we may not realize the anticipated efficiencies and synergies of such
acquisitions. In addition, acquisitions require significant managerial attention, which may be
diverted from our other operations. Furthermore, acquisitions of businesses entail a number of
additional risks, including, but not limited to:

17
 Problems with effective integration of operations;
 The inability to maintain key pre-acquisition customer, supplier and employee relationships;
 Increased operating costs;
 Assumption of existing obligations and liabilities; and
 Exposure to unanticipated liabilities.

If the businesses we acquire do not achieve their intended results, our business, financial condition,
and results of operations could be materially and adversely affected.

A lender holds a first priority security interest over all of the assets of Icon.

Icon’s obligations to Banco de Brasil are secured by a first priority security interest over all of
Icon’s assets. If Icon were to default on its obligations to Banco de Brasil, Banco de Brasil may
foreclose on Icon’s assets. Any such action could ultimately require us to curtail or cease
operations.

Although we carry third party logistics property insurance, we do not carry any insurance for
our office space.

Our business is subject to a number of risks and hazards generally incident to sales and marketing of
electronics and software. Such occurrences could result in damage to our properties, equipment,
infrastructure, personal injury or death, environmental damage, delays, monetary losses and
possible legal liability. You could lose all or part of your investment if any such catastrophic event
occurs. We only carry third party logistics property. We do not carry any insurance for our office
space at this time, however we intend to carry this type of insurance in the future. Even if we do
obtain insurance, it may not cover all of the risks associated with our operations. Insurance against
risks such as environmental pollution or other hazards as a result of exploration and operations are
often not available to us or to other companies in our business on acceptable terms. Should any
events against which we are not insured actually occur, we may become subject to substantial
losses, costs and liabilities which will adversely affect our financial condition.

Although we are not directly subject to breaches in security of information technology systems
with respect to our customers’ data, because we use a third party payment processor to
manage our sales, any significant disruptions or breaches in security to their website and/or
information technology systems could adversely affect our business.

We use a third party payment processor to manage our sales which processor has access to sensitive
information about our clients including, but not limited to, credit card information. No assurance
can be given that our processor deploys network security, data encryption, training and other
measures to protect against unauthorized access or misuse.
Breaches or disruptions of the processor’s information technology systems, breaches of confidential
information, data corruption or other data security issues could adversely affect the processor which
in turn would adversely affect the timeliness and management of our sales which could adversely
affect our financial condition.

We are dependent upon key personnel.

18
Our success is heavily dependent on the continued employment and active participation of key
personnel, including our President and Chief Executive Officer, Mauricio Diaz, EVP of Sales and
Marketing, Felipe Rezk and our COO, Reinier Voigt. Loss of the services of Mr. Diaz, Mr. Rezk or
Mr. Voigt could have a material adverse effect upon our business, financial condition or results of
operations. Although we intend to enter into an employment agreement with Mr. Voigt, we have not
yet done so. If we are unable to reach mutually agreeable employment terms with Mr. Voigt, we
could lose Mr. Voigt’s service. Further, our success and achievement of our growth plans depend on
our ability to recruit, hire, train and retain other highly qualified scientific and managerial
personnel. Our inability to attract and retain the necessary personnel and consultants and advisors
could have a material adverse effect on our business, financial condition or results of operations.

Risks Related to Icon

If the Company does not merge with and into a public company through a reverse merger or
conduct an initial public offering of its securities (collectively, a “Public Company Event”)
thereby becoming a public reporting company, investors in this Offering will have to continue
to hold shares in an unlisted, non-reporting company. Investors must be able to hold an
illiquid investment for an indefinite period of time with no assurance of ever achieving
liquidity.

If the Company does not establish public reporting status through a Public Company Event or is
unsuccessful in listing its Common Stock on a national exchange (such as NASDAQ) or having its
Common Stock quoted by a market maintained by OTCLink, investors in this Offering will
continue to hold shares in an unlisted, non-reporting corporation with no liquidity. Even if the
Company is able to become listed on such exchange, Investor may still experience significant
delays and hurdles should they wish to liquidate their investments. Pursuant to the Registration
Rights Agreement, the Company will be required to register the re-sale of the Shares issued in this
Offering with the SEC on a registration statement on Form S-1, but only provided the Company
becomes a public reporting company. Registration statements on Form S-1 are subject to a lengthy
review process by the SEC. In addition, upon obtaining effectiveness of such a registration
statement, the Company’s Common Stock will not be listed on NASDAQ or any other national
securities exchange. In the event that we are required to file a registration statement on Form S-1,
but we do not meet the initial listing standards of NASDAQ or other national securities exchange,
we may seek quotation of our Common Stock on the over-the-counter markets (“OTC”) following
the effectiveness of the registration statement. Approval of OTC quotations is subject, however, to a
potentially lengthy review by FINRA. Further, securities quoted in the OTC markets are typically
lower-priced and experience inferior liquidity compared to securities listed on NASDAQ or another
national securities exchange.

Our acquisition of Icon and our anticipated acquisition of OneClick may be unwound under
certain conditions.

In the event we fail to repay the Class A Notes at the initial closing using the proceeds of the
Minimum Offering Amount, our acquisition of Icon may be unwound under certain conditions (see
“Icon Acquisition”). If this occurs, it would have a material adverse effect on our operations. Our
non-binding term sheet for the acquisition of OneClick also contemplates that the acquisition, if it
closes, may be unwound under certain conditions. To avoid triggering these conditions, we will not

19
close the OneClick acquisition prior to completing an initial public offering, pursuant to which any
put/call right will be eliminated, at which point the option to unwind the transaction will terminate.
See “Description of OneClick Term Sheet”.

Because the Company intends to become a reporting company through a Public Company
Event, the Company may incur additional costs as a result of becoming a reporting company
including, but not limited to, professional fees for accounting, legal and SEC filings and
compliance. In addition if the Company becomes a public reporting company, the
administrative burdens on our management will increase.

We intend to become a reporting company through a Public Company Event, although there can be
no assurance that we will be successful or that our shares will ever become publicly traded. If we
become a public reporting company, the costs of reporting and other requirements pursuant to the
Exchange Act of 1934, as amended (the “Exchange Act”) are substantial and may result in us
having insufficient funds to expand our business or even to meet routine business obligations. If we
become a public reporting company, we will be required to comply with the requirements of the
Exchange Act including remaining current with our reporting obligations to the SEC, including, but
not limited to, quarterly and annual reports, current reports on materials events and other filings that
may be required from time to time, and we will incur ongoing expenses associated with professional
fees for accounting, legal and SEC filings and compliance. In addition, our management will be
subject to the extensive corporate governance and other requirements of the Securities Act, the
Exchange Act and the rules and regulations of NASDAQ or such other national securities exchange
or over-the-counter market on which our Common Stock is then listed or quoted. Furthermore, our
management will be required to devote significant time to matters related to financial disclosure and
reporting and corporate governance. These responsibilities, if not effectively managed, may result in
our executives devoting less optimal time and attention to our operations.

Economic, political, social or legal developments in Latin America could adversely impact our
results of operations and financial condition.

Through our Icon subsidiary, our international operations are conducted in Latin America. Thus,
our financial results are particularly sensitive to the performance of the economies of countries in
Latin America. Local, regional or worldwide developments may result in adverse economic,
political, social or legal developments and adversely affect the economies of any of the countries in
which we conduct business, which could have a material and adverse effect on our results of
operations and financial condition. Our results are also impacted by political and social
developments in the countries in which we conduct business and changes in the laws and
regulations affecting our business in those countries. Changes in local laws and regulations could,
among other things, make it more difficult for us to sell our products in the affected countries,
restrict or prevent our receipt of cash from our customers, result in longer payment cycles, and
impair our collection of accounts receivable.

In order to compete and succeed, we need to introduce, and continue to provide, products that
provide value for customers.

Our future success is dependent on the development of new markets wherever possible, and new
applications and new products which customers believe will add value, as well as the continued

20
demand for our products among our existing customers. Our ability to develop, qualify and
distribute new products and related technologies to meet evolving industry requirements, at prices
acceptable to our customers and on a timely basis are significant factors in determining our
competitiveness in our target markets. There can be no assurance that the Company will be able to
exploit new markets or continue to develop products that achieve wide customer acceptance in the
marketplace, or that demand for existing products will continue.

The Company’s business is subject to the risks of international procurement which could have
an adverse effect on the Company’s financial results.

A significant portion of the Company’s finished goods are purchased from foreign manufacturers.
As a result, the Company’s international procurement operations are subject to the risks associated
with such activities including, economic and labor conditions, international trade regulations
(including tariffs and anti-dumping penalties), war, international terrorism, civil disobedience,
natural disasters, political instability, governmental activities and deprivation of contract and
property rights. In addition, periods of international unrest may impede our ability to procure
finished goods from other countries and could have a material adverse effect on our business and
results of operations.

We may not successfully implement our strategic plans.

The Company presently has plans to expand its sales, to develop new business opportunities, to
continue to seek and evaluate possible strategic alliances to enhance its sales, and to develop and
monetize additional opportunities. These plans, however, are subject to modification or replacement
by management if it decides that economic, industry, technological, regulatory or other factors
warrant a change. In addition, there can be no assurance that the Company will successfully
implement all such plans or that circumstance in the marketplace and the economy will allow the
implementation of such plans.

If we fail to achieve and maintain favorable pricing and credit terms from our vendors, our
business would be harmed and our operating results would be adversely affected.

Our costs are affected by our ability to achieve favorable pricing and credit terms from our vendors
and contract manufacturers, including through negotiations for vendor rebates and other vendor
funding received in the normal course of business. Because these supplier negotiations are
continuous and reflect the ongoing competitive environment, the variability in terms can negatively
affect our costs and operating results if we cannot sufficiently adjust pricing or cost variables.

In order to compete, we must attract, retain, and motivate key employees, and our failure to
do so could harm our results of operations.

In order to compete, we must attract, retain, and motivate executives and other key employees.
Hiring and retaining qualified executives, engineers, technical staff, and sales representatives are
critical to our business, and competition for experienced employees in our industry can be intense.
We also do not have an equity compensation plan applicable to executive officers. If we continue to
suffer losses or do not implement an equity compensation plan for executive officers, our ability to
attract, retain, and motivate executives and employees could be weakened, which could harm our
results of operations.

21
We may lose an important customer.

During the fiscal year ended December 31, 2016, Icon’s largest three customers accounted for
approximately 45% of Icon's revenues. We do not have contractual arrangements in place with these
customers. There can be no assurance that one or more of these customers will not cease or
materially decrease their business with Icon in the future and that our financial performance will not
be adversely affected thereby.

Sales directly to OEM’s and contract manufacturers can make our revenues, earnings,
backlog and inventory levels uneven.

Revenue and earnings from OEM sales may become uneven as order sizes are typically large and
often a completed order cannot be shipped until released by the OEM, e.g., to meet a "just in time"
inventory requirement. This may occur at or near the end of an accounting period. In such case,
revenues and earnings could decline for the period and inventory and backlog could increase.

We face competition from OEM’s.

In the compatibles market we sell our products at a lower price than OEMs. Customers will often
pay some premium for the "name brand" product when buying additional memory and OEMs seek
to exploit this tendency by having a high profit margin on memory products. However, individual
OEMs can change their policy and price memory products competitively. While we believe that
with our manufacturing efficiency and low overhead we still would be able to compete favorably
with OEMs, in such an event profit margins and earnings would be adversely affected. Also, OEMs
could choose to use "free memory" as a promotional device in which case our ability to compete
would be severely impaired.

We face competition from cell phone manufacturers who sell products directly to end users in
the U.S.

We face competition from cell phone manufacturers that sell products directly to end users in the
United States. Although sales of cell phones in Latin America are handled through distributors,
there can be no assurance that manufacturers will not expand their market and customer base to
include direct sales to end users in Latin America. Sales of cell phones directly to end users in the
U.S. and Latin America may decrease the number of cell phones sold to end users by distributers,
including us. This decrease in sales may adversely affect our cash flow and financial condition.

The market for our products may narrow over time.

The principal market for our products consists of Latin America. The competition for the supply of
after-products in the industry is very competitive and to the extent we compete in this market we
can be expected to have lower profit margins. Many of our competitors have substantially greater
financial, technical and marketing resources than we do and we may not be able to compete
effectively with them. .

A portion of our operations is designed to meet the needs of competitive clients, such as Apple.

22
As a distributor of consumer electronic brands such as Apple, Apple and others establish guidelines
on our working capital. If we do not have sufficient working capital to abide by such guidelines
established by Apple and others, we may be unable to distribute certain consumer electronics which
could cause a loss in market share, adversely impacting our operations, cash flow and financial
condition.

Delays in product development schedules may adversely affect our revenues.

The development of software products is a complex and time-consuming process. New products
and enhancements to existing products can require long development and testing periods. Our
increasing focus on software plus services also presents new and complex development issues.
Significant delays in new product or service releases or significant problems in creating new
products or services could adversely affect our revenue.

We may make unprofitable acquisitions.

The Company is actively looking at acquiring complementary products and related intellectual
property. The possibility exists that an acquisition will be made at some time in the future.
Uncertainty surrounds all acquisitions and it is possible that a particular acquisition may not result
in a benefit to shareholders, particularly in the short-term. In addition, there can be no assurance that
the business acquired by the Company will become or remain a profitable operating unit of the
Company or that savings from having a larger consolidated business operation will be realized.

Although we only sell our products in U.S. dollars, any fluctuations in currency exchange
rates and devaluations could cause our sales to decline which could harm our profitability and
financial condition.

Because we sell all of our products, including products sold in Latin America, in U.S. dollars, any
devaluation of foreign currencies would cause the relative price of our products to increase and may
require us to reduce our prices to be competitive. The increase in prices of our consumer electronics
could deter consumers in Latin America, which is the foreign region where we currently sell our
products, from purchasing our products which would cause a decline in sales thus adversely
affecting our revenues and financial conditions.

We may incur intangible asset and goodwill impairment charges which could harm our
profitability.

We periodically review the carrying values of our intangible assets and goodwill to determine
whether such carrying values exceed the fair market value. Our goodwill is subject to an annual
review for goodwill impairment. If impairment testing indicates that the carrying value exceeds its
fair value, the intangible assets or goodwill is deemed impaired.

Government regulations may have a negative effect on our business.

Government regulators, or our customers, may in the future require us to comply with product or
manufacturing standards that are more restrictive than current laws and regulations related to
environmental matters, or other initiatives. The implementation of these standards could affect the

23
sourcing, cost and availability of materials used in the manufacture of our products. Also, we may
face challenges with regulators and our customers and suppliers if we are unable to sufficiently
verify that the products are issue free. Non-compliance with these standards could cause us to lose
sales to these customers and compliance with these standards could increase our costs, which may
harm our operating results.

In addition to regulations relating to product and manufacturing standards, we are subject to other
regulations including, but not limited to, tax regulations. For example, sales tax in Colombia
increased from 16% to 19% in 2017. If the increase in sales taxes in Colombia causes a decrease in
spending on consumer electronics, then our financial condition may be adversely affected.

We may suffer a breach of our computer security measures, which could harm our business.

If our security measures are breached and unauthorized access is obtained to our information
technology systems, we may lose proprietary data or suffer damage to our business. Our security
measures may be breached as a result of third-party action, including computer hackers, employee
error, malfeasance or otherwise, and result in unauthorized access to or our data, including our
intellectual property and other confidential business information, or our information technology
systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change
frequently, we may be unable to anticipate these techniques or to implement adequate preventative
measures. We believe we have obtained adequate available insurance to address the business which
can be insured against with respect to our business. However, any security breach could result in
disclosure of our trade secrets or confidential supplier or employee data, or harm our ability to carry
on our business, all of which could result in legal liability, harm to our reputation and otherwise
harm our business.

Our anticipated acquisition of OneClick may not be consummated.

On November 15, 2016, we entered into a non-binding term sheet with OneClick pursuant to which,
subject to certain closing conditions, we would acquire all of the outstanding equity of OneClick
and OneClick would become our wholly owned subsidiary. There is no assurance that we or
OneClick will satisfy the closing conditions to the OneClick acquisition to be set forth in a
definitive agreement (including the approval of the acquisition by our stockholders, if required) or
that the acquisition will close. Even if the acquisition does close, there is no assurance that the
acquisition of OneClick will add value to our shareholders or that we will be successful in the
industry. The term sheet also contemplates that, if the acquisition closes, it may be unwound under
certain conditions. To avoid triggering these conditions, will not close the OneClick acquisition
prior to completing an initial public offering, pursuant to which any put/call right will be eliminated,
in which case the option to unwind the transaction will terminate.

The economic, political, social, legal and other risks we are subject to in the regions or
countries where we conduct business or obtain technology products include but are not
limited to:

 deteriorating economic, political or social conditions, instability, military conflicts or


civilian unrest and terrorism;

24
 additional tariffs, import and export controls or other trade barriers that restrict our ability to
sell products into countries in Latin America;

 changes in local tax regimes, including the imposition of significantly increased withholding
or other taxes or an increase in VAT or sales tax on products we sell;

 changes in laws and other regulatory requirements governing foreign capital transfers and
the repatriation of capital and dividends;

 increases in costs for complying with a variety of different local laws, trade customs and
practices;

 delays in shipping and delivering products to us or customers across borders for any reason,
including more complex and time-consuming customs procedures (for example, the import
restrictions enacted by Argentina in February 2012);

 fluctuations of local currencies; and

 business interruptions due to natural or manmade disasters, extreme weather conditions,


including but not limited to, earthquakes, fires, floods, hurricanes, tornados, tsunamis,
medical epidemics, power and/or water shortages and telecommunication failures.

Risks Relating to Our Securities

There is no public market for our securities and an activing trading market may not develop.

There is currently no market through which any of our securities may be sold and there can be no
assurances that any public market will ever develop or if a market develops it is likely to be subject
to significant price fluctuations. There has not been any established trading market for our Common
Stock and there is currently no public market whatsoever for our securities.

There will be restrictions on the resale of the Shares.

The Shares, following issuance may not be resold unless, at the time of such intended resale, there
is a current registration statement covering the resale of the Shares or there exists an available
exemption from registration under the Securities Act and such Shares have been registered,
qualified, or deemed to be exempt under applicable securities or “blue sky” laws in the state of
residence of the seller or in the state where sales are being effected.

We have never paid dividends on our securities.

We have never paid dividends on our securities and do not presently intend to pay any dividends in
the foreseeable future. We anticipate that any funds available for payment of dividends will be re-
invested into the Company to further our business strategy.

Risks Related to this Offering

25
The offering price for the Shares and other terms of the Offering have been determined by the
Company and the Placement Agent.

The price at which the Shares are being offered and the other terms of the Offering have been
determined by us and the Placement Agent. There is no relationship between the offering price and
our assets, book value, net worth, or any other economic or recognized criteria of value. Rather, the
price of the Shares was derived as a result of our negotiations with the Placement Agent based upon
various factors including prevailing market conditions, our future prospects and our capital
structure.

An investment in the Shares is speculative and there can be no assurance of any return on any
such investment.

An investment in the Shares is speculative and there is no assurance that investors will obtain any
return on their investment. Investors will be subject to substantial risks involved in an investment in
the Company, including the risk of losing their entire investment.

We will have broad discretion over the use of the net proceeds.

The gross proceeds to us from the sale of the Shares, assuming the sale of the Minimum Offering
Amount, will be $2,000,000, and $6,000,000 assuming the sale of the Maximum Offering Amount
(excluding the Over-Allotment). We estimate the net proceeds from the Offering to us will be
$1,760,000 if the Minimum Offering Amount is sold and $5,280,000 if the Maximum Offering
Amount is sold after payment of fees and expenses of the Offering. We will use the net proceeds of
this Offering for working capital and the repayment of obligations to Icon members in the amount
of $747,500. Our management, however, will have broad discretion as to the application of such
proceeds. There can be no assurance that management’s use of the proceeds generated by this
Offering will prove optimal or translate into revenue or profit for the Company.

The securities will be offered by us on a “best efforts” basis with respect to the Maximum
Offering Amount and we may not raise the Maximum Offering Amount.

We are offering the Maximum Offering on a “best efforts” basis. In a “best efforts” offering such as
the one described in this Memorandum, there is no assurance that we will sell the Maximum
Offering Amount. Accordingly, we may close upon amounts less than the Maximum Offering
Amount (but not less than the Minimum Offering Amount), which may not provide us with
sufficient funds to fully implement our business plan.

Investor funds will not accrue interest while in escrow prior to the closing of the Offering.

All funds delivered in connection with subscriptions for Shares will be held in a non-interest
bearing escrow account until the closing of the Offering, if any. If we fail to sell and receive
payments sufficient for the Minimum Offering Amount during the offering period, investor
subscriptions will be returned without interest or deduction. Investors in the Shares offered hereby
will not have the use of escrowed funds or receive interest on such funds pending the completion of
the Offering.

26
There are significant restrictions on the transferability of the Shares.
The offer and sale of the Shares is being made without registration under state and federal securities
laws in reliance upon the “private offering” exemption of Section 4(a)(2) and/or Rule 506 of
Regulation D under the Securities Act as well as available exemptions under applicable state
securities laws. The Shares will be “restricted securities” under the Securities Act and cannot be
resold or otherwise transferred unless they are registered under the Securities Act and any
applicable state securities laws or are transferred in a transaction exempt from such registration.
Consequently, each investor’s ability to control the timing of the liquidation of his or her investment
in the Company may be restricted. Investors should be prepared to hold the securities comprising
the Shares for an indefinite period of time.
You should consult your own tax and legal advisors concerning income tax risks.
We urge each prospective subscriber to consult with its own representatives, including its own tax
and legal advisors, with respect to the federal (as well as state and local) income tax consequences
of this investment before purchasing any securities. Prospective subscribers should not construe the
information set forth in this Memorandum as providing any tax advice and this Memorandum is not
intended to be a complete or definitive summary of the tax consequences of an investment in the
Shares. Prospective subscribers are advised to consult with their own tax counsel concerning the tax
aspects of the purchase of Shares.
The Shares are being offered pursuant to an exemption from registration under the Securities
Act.
The Offering described in this Memorandum is being made in reliance upon the so-called “private
placement” exemption from registration with the SEC provided by Section 4(a)(2), Regulation D of
the Securities Act and the exemptions from registration provided by the Blue Sky laws of states in
which the Shares are offered. However, reliance upon these exemptions is highly technical and
should not be viewed as a guarantee that such exemptions are indeed available. If for any reason the
private placement exemption is not available for the Offering, and no other exemption from
registration is found to be available, and the Offering is not registered pursuant to applicable federal
or state authorities, the sale of the Shares would be deemed to have been made in violation of the
applicable laws, thus requiring registration of the Shares. As a remedy for such a violation, each
investor would have the right to rescind its purchase and to have its full investment returned. If an
investor requests return of its investment, it is possible that funds would not be available to the
Company. Any refunds made would reduce funds available to the Company for its operations.
There are no independent experts representing investors.
Counsel, accountants and other experts who are available to the Company regarding the structure
and terms of the Offering, did not and do not represent the investors. The Company urges each
prospective investor to consult its own legal, tax and financial advisers regarding the desirability of
purchasing the Shares and the suitability of an investment in the Company.

CERTAIN CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS

Prior to the initial closing date of this Offering, the Placement Agent, its affiliated entities or
certain entities controlled by affiliates of the Placement Agent, will own 677,000 shares of our
Series A Preferred Stock, which are convertible in to 677,000 shares of Common Stock.

27
The Placement Agent, certain of its affiliates and/or employees (i) will receive the
compensation set forth elsewhere herein in connection with the Offering, and (ii) may, but are not
obligated to, purchase Shares in the Offering and any and all such Shares purchased shall be
counted toward the Minimum Offering and the Maximum Offering.

On November 15, 2016, we entered into a non-binding term sheet with OneClick pursuant to
which, subject to certain closing conditions, we would acquire all of the outstanding equity of
OneClick and OneClick would become our wholly owned subsidiary. Mauricio Diaz, our President
and Chief Executive Officer, and Felipe Rezk, our Executive Vice President of Sales and
Marketing, are both Managing Members of OneClick. Accordingly, each of Mr. Diaz and Mr. Rezk
has a substantial interest in the acquisition of OneClick.

USE OF PROCEEDS

We estimate that we will receive net proceeds (prior to the payment of offering expenses) of
approximately $1,760,000 assuming the sale of the Minimum Offering Amount and $5,280,000,
assuming the sale of the Maximum Offering Amount. We intend to use the net proceeds as
described below.

The amount and timing of the Company’s use of proceeds will vary depending on a number
of factors, including, but not limited to, the amount raised in the Offering, the amount of cash
generated or used by our operations, and the success of our business efforts. The Company’s
management will have broad discretion in the allocation of the net proceeds of this Offering.

Our anticipated use of the net proceeds from this Offering will be as follows:

Amount Assuming Percent of Amount Assuming Percent of


Minimum Offering Minimum Maximum Offering Maximum
GROSS OFFERING $2,000,000 100% $6,000,000 100.00%
Placement Fees1 $240,000 12% $720,000 12.00 %
Net Proceeds $1,760,000 $5,280,000
USE OF NET PROCEEDS
Icon Networks LLC acquisition2 $747,500 37.37% $747,500 12.46%
Repayment of Notes3 $450,000 22.5% $950,000 15.83%
Fees and Expenses of Offering $250,000 12.5% $300,000 5.00%
4
Signing Bonuses $297,500 14.88% $297,500 4.96%
Inventory Purchases and $15,000 0.75%
General and Administrative $1,985,000 33.08%
Working Capital Advances to - -
Strategic Partners5 $1,000,000 16.67%
TOTAL APPLICATION OF
PROCEEDS $2,000,000 100% $6,000,000 100.00%

1
Placement Fees: We have agreed to pay placement fees of: (i) ten percent (10%) of the gross offering proceeds from
Placement Agent Investors and (ii) a non-allocable expense reimbursement of two percent (2%) of the gross Offering
proceeds. Excludes (i) a one-time fee of $30,000 on the initial closing and (ii) up to $100,000 which will be payable to
the Placement Agent for legal fees and expenses incurred in connection with this Offering, including any filing or blue

28
sky fees and other reasonable and necessary out of pocket expenses incurred by the Placement Agent.
2
Icon Networks LLC acquisition: We will to use $747,500 of the offering proceeds from the Minimum Offering
Amount at the initial closing to repay our outstanding Class A Notes issued in connection with our acquisition of Icon.
This will result in immediate termination of the Put Option and Call Option. See “Icon Acquisition”.
3
Repayment of Notes: We plan to use $450,000 to repay notes issued in December 2016. These notes are held by
certain holders of our common stock and preferred stock and bear interest at 8% per year and mature at the earlier of the
date we receive gross proceeds from a financing of at least $2,000,000, or six months from the date they were issued. In
the event we raise the Maximum Offering, we also plan to use $500,000 in proceeds to repay a note issued in May 2015,
which is due on demand and bears interest at 10% per year.
4
Signing Bonuses: Certain members of the Company’s management including Mauricio Diaz, Felipe Rezk and Reinier
Voigt, and Juan Montoya, our brand ambassador, will receive signing bonuses in the aggregate amount of $297,500.
5
Working Capital Advances to Strategic Partners: We plan to use approximately $0 over the next 2 years for advances
to OneClick if we receive subscriptions for the Minimum Offering Amount. We plan to use approximately $1,000,000
over the next 2 years for advances to OneClick if we receive subscriptions for the Maximum Offering Amount.

We anticipate, based on our present operating plan and assumptions, the proceeds derived from the
sale of the Maximum Offering Amount will be sufficient to satisfy our cash requirements and
maintain our operations for a period of at least 24 months after the Offering should the Company
generate no revenue in that span. However, we estimate we will require up to an additional
$6,000,000 in addition to the Maximum Offering Amount to fully implement our growth plan
(including the purchase of additional inventory. .If we fail to raise such additional funds, we will
need to scale back our growth plans.

DETERMINATION OF OFFERING PRICE

We have determined the offering price per Share with the Placement Agent, which price
does not necessarily bear any relationship to established valuation criteria such as earnings, book
value or assets. Rather, such price was derived from a subjective consideration by management of
various factors including:

• the history and prospects for the industry in which we compete;


• our future prospects; and
• our capital structure.

Due to the nature of the offering price, such valuation may not be indicative of prices that
may prevail for our securities at any time or from time to time in the future.

DIVIDEND POLICY

We have never paid any cash dividends on our capital stock and do not anticipate paying any
cash dividends on our capital stock in the foreseeable future. Holders of Common Stock will be
entitled to dividends on a pro-rata basis with other holders of our Common Stock. We intend to
retain future earnings to fund ongoing operations and future capital requirements of our business.
Any future determination to pay cash dividends will be at the discretion of our Board of Directors
and will be dependent upon our financial condition, operational needs, capital requirements and
such other factors as the Board of Directors deems relevant.

29
BUSINESS

The Company was formed on October 3, 2016 in order to acquire all of the outstanding
membership interests of Icon Networks LLC, a Florida limited liability company (“Icon”). Since
2013 Icon has operated a consumer electronics, mobility and accessories distribution and marketing
business. Icon distributes and markets a variety of mobility, computing, audio/video and other
technology products including laptops, tablets, cell phone, drones, smart watches, gaming consoles
and accessories and audio devices manufactured by Apple, Bose, Moshi, Zagg, Marshall, Caselogic,
Belkin, Tech21, Thule, GoPro Samsung, Yuneec, DJI, Parrot, Nikon, and other manufacturers. Icon
operates in 30 countries, and was acquired by the Company in December 2016.

In our distribution business, we purchase and sell a variety of technology products to


resellers who, in turn, typically sell directly to end-users or other resellers. We add value to our
vendors by acting as a conduit to a large and highly fragmented base of resellers. We provide our
customers, primarily resellers, with a variety of value added services, including multi-vendor
solutions, integration services, electronic commerce tools, marketing, financing, training and
enablement, technical support, and inventory management. We target resellers that service small
and medium-sized businesses. We believe it is generally more difficult for larger suppliers to
interact with this market due to its diversity and fragmentation, and this provides us with an
opportunity in a large, higher-margin segment of the IT market, to entrench ourselves as a key
element of the supply chain of our vendors.

Our customers consist of resellers, retailers, B2B (small and medium businesses “SMB”)
and enterprise, custom installers, systems integrators, mobile network operators, mobile virtual
network operators, direct marketers, Internet-based resellers, independent dealers, product category
specialists, reseller purchasing associations, managed service providers, cloud services providers,
PC assemblers, independent agents and dealers, IT and mobile device manufacturers and other
distributors.

Our Industry

The distribution model used in the consumer electronics industry has proven to be well suited
for manufacturers of technology products (“vendors”) and resellers of those products because the
large number of resellers makes it impossible for manufacturers to address all resellers. The model
is only cost efficient for vendors if they rely on distributors such as Icon to serve this diverse and
highly fragmented reseller base in order to reach the end users.

Resellers in the traditional distribution model are able to build efficiencies and reduce their
costs by relying on distributors, such as Icon, for a number of services, including multi-vendor
solutions, product configuration/integration, marketing support, financing, technical support, and
inventory management, which includes direct shipment to end-users and, in some cases, provides
end-users with the distributors’ inventory availability.

Due to the large number of vendors and products, resellers often cannot, or choose not to,
establish direct purchasing relationships with vendors. As a result, they frequently rely on
distributors, such as Icon, who leverage purchasing costs across multiple vendors to satisfy a

30
significant portion of the resellers' product procurement, logistics, financing, marketing and
technical support needs.

The consumer electronics industry continues to address a broad spectrum of reseller and vendor
requirements. We believe that a vast majority of vendors continue to embrace traditional
distributors that have proven capabilities to manage multiple products and resellers, provide access
to fragmented markets, and deliver products in a cost-effective and efficient manner.

What Services We Provide

In our distribution business, we purchase and sell a variety of technology products to resellers
who, in turn, typically sell directly to end-users or other resellers. We add value to our vendors by
acting as a conduit to a large and highly fragmented base of resellers. We provide our customers,
primarily resellers, with a variety of value added services, including multi-vendor solutions,
integration services, electronic commerce tools, marketing, financing, training and enablement,
technical support, and inventory management. We target resellers that service small and medium-
sized businesses, as well as enterprise customers. It is generally more difficult for larger suppliers to
interact with this market due to its diversity and fragmentation, and this provides us with an
opportunity in a large, higher-margin segment of the IT market, to entrench ourselves as a key
element the supply chain of our vendors.

Our in-house marketing department provides manufacturers with an easy solution for Point of
Sale marketing strategies and deliverables with local manufacturing across Latin America for cost
effectiveness and speedy delivery.

Who Our Customers Are

We conduct business with most of the leading resellers of IT products and services around the
world and with many of the world’s leading cell phone carrier and distributors, or mobility
companies. We serve a customer base that is divided into categories including resellers, retailers,
custom installers, systems integrators, mobile network operators, mobile virtual network operators,
direct marketers, Internet-based resellers, independent dealers, product category specialists, reseller
purchasing associations, managed service providers, cloud services providers, PC assemblers,
independent agents and dealers, IT and mobile device manufacturers and other distributors, B2B
(SMB and enterprise). Although during the fiscal year ended 2016, Icon’s largest three customers
accounted for approximately 45% of Icon’s revenues, we try to reduce our exposure to the impact of
business fluctuations and credit risk by maintaining a balance in the customer categories we serve.

In most cases we conduct business with our customers under our general terms and conditions,
without minimum purchase requirements. We also have resale contracts with some of our reseller
customers that are terminable at will after a reasonable notice period and have no minimum
purchase requirements. We typically deliver products locally from our central shipping location to
our customers’ forwarding location and, as such, do not incur shipping liability.

How We Sell and Market

31
We engage sales representatives and technical specialists at our only office which is located in
Miami. These representatives and specialists provide customers with product specifications and
solution design, system configuration, new product/service introductions, pricing, and availability.
In addition, our sales representatives regularly introduce our reseller partners to new technologies
and markets in order to assist them in expanding their businesses.

Our marketing group helps generate demand for our suppliers’ products and services, enables
the launch of new products, and facilitates customer contact. Our marketing programs are tailored to
meet specific supplier and reseller customer needs. These needs are met through a wide offering of
services by our in-house marketing organizations, including web design, email marketing, search
engine marketing and optimization, social media and social marketing, data analytics, influencer
marketing, programmatic media buying, and point-of-sale design and activation.

Our Products and Suppliers

We distribute and market a wide variety of technology products throughout Latin America and
the United States.

We generally do not independently provide warranties on the products we distribute; however,


local laws, which vary by country, may impose warranty obligations upon distributors. We do,
however, sell extended warranty programs in certain markets on supplier products which are
supported by third party carriers, and do not bear the costs associated with such programs. For
example, in Latin America and in the U.S. we sell warranty programs for Apple products, namely,
AppleCare. Provision for estimated warranty costs is recorded at the time of sale and periodically
adjusted to reflect actual experience.

We have written distribution agreements with many of our suppliers and these agreements
usually provide for nonexclusive distribution rights and often include territorial restrictions that
limit the countries, and in some cases, certain channels, in which we may distribute the products.
Some of our agreements with our suppliers may contain limitations of liability with respect to our
suppliers’ obligations and warranties. The agreements also are generally short-term, subject to
periodic renewal, and often contain provisions permitting termination by either party without cause
upon relatively short notice. Certain distribution agreements either require (at our option) or allow
for the repurchase of inventory upon termination of the agreement. In cases in which suppliers are
not obligated to accept inventory returns upon termination, some suppliers will nevertheless elect to
repurchase the inventory while other suppliers will assist with either liquidation or resale of the
inventory.

The Company offers a wide variety of products across several technology segments as further
discussed below. Product assortments vary by market, and the suppliers’ relative contribution to our
sales also varies from country to country. We are focused on building our presence in those product
categories and solutions that will benefit from key growth trends, such as the continuing technology
shift to mobile devices and the need for enterprise computing solutions to handle the growing data
center market. We are developing a more formal marketing and tracking process to leverage the
benefits of these trends.

Through our distribution business, we primarily sell the following types of products:

32
Consumer Electronics. We offer a variety of products within the Consumer Electronics
category that fall within the following sub-categories: Computers, Laptops, Speakers, Accessories.

Systems. We offer a variety of systems, such as rack, tower and blade servers; desktops; and
portable personal computers and tablets.

Software. We define our software category as a broad variety of applications containing


computer instructions or data that can be stored electronically. We offer a variety of software
products, such as business application software, operating system software, entertainment software,
middleware, developer software tools, security software (firewalls, intrusion detection, and
encryption), storage software and virtualization software.

Networking. Our networking category includes networking hardware, communication


products and network security hardware. Networking hardware includes switches, hubs, routers,
wireless local area networks, wireless wide area networks, network interface cards, cellular data
cards, network-attached storage and storage area networks. Communication products incorporate
Voice over Internet Protocol (or VoIP), communications, modems, phone systems and video/audio
conferencing. Network security hardware includes firewalls, Virtual Private Networks (or VPNs),
intrusion detection, and authentication devices and appliances.

Mobility. Our mobility category includes mobile handsets, tablets, navigation devices, air cards,
SIM cards, flash memory, and other mobile companion products, including health and fitness bands,
wearables, app-cessories and services.

The geographic regions in which we operate (United States and Latin America) are highly
competitive.

Competitive factors include:

•ability to tailor specific solutions to customer needs;


•availability of technical and product information;
•effectiveness of information systems;
•credit terms and availability;
•effectiveness of sales and marketing programs;
•products and services availability;
•quality and breadth of product lines and services;
•speed and accuracy of delivery;
•availability of web- or call center-based sales;
•e-commerce capabilities;
•partner connectivity support; and
•web-integrated configuration, renewal and bidding tools.

Competition

Within our business, we compete against broad-based distributors such as Tech Data, Ingram
Micro, Brightstar Corp, Viastara and Intcomex. We also face competition from a number of
specialized competitors including distributors, manufacturers and resellers that focus on one market
or product or a particular sector. We may encounter increased competition from new competitors,

33
some of which may be our current customers and/or suppliers. We believe that suppliers, resellers
and other customers pursuing global strategies continue to seek distribution and logistics providers
with global sales and support capabilities.

How We Manage Our Inventory

We strive to maintain sufficient quantities of product inventories to achieve optimum order fill
rates. Our business, like that of other distributors, is subject to the risk that the value of our
inventory will be impacted adversely by suppliers’ price reductions or by technological changes
affecting the usefulness or desirability of the products comprising the inventory. It is the policy of
many suppliers of technology and mobility products to offer distributors limited protection from the
loss in value of inventory due to technological change or a supplier’s price reductions. When
protection is offered, the distributor may be restricted to a designated period of time in which
products may be returned for credit or exchanged for other products or during which price
protection credits may be claimed. We continually take various actions, including monitoring our
inventory levels and controlling the timing of purchases, to maximize our protection under supplier
programs and reduce our inventory risk. However, no assurance can be given that current protective
terms and conditions will continue or that they will adequately protect us against declines in
inventory value, or that they will not be revised in such a manner as to adversely impact our ability
to obtain price protection. In addition, suppliers may become insolvent and unable to fulfill their
protection obligations to us. We are subject to the risk that our inventory values may decline and
protective terms under supplier agreements may not adequately cover the decline in values. In
addition, we distribute a small amount of private label products for which price protection is not
customarily contractually available, for which we do not normally enjoy return rights, and for which
we bear certain increased risks. We manage these risks through pricing and continual monitoring of
existing inventory levels relative to customer demand, reflecting our forecasts of future demand and
market conditions. On an ongoing basis, we reduce inventory values for excess and obsolescence to
assist in the liquidation of impacted inventories.

Inventory levels may vary from period to period, due, in part, to differences in actual demand
from that forecasted when orders were placed, the addition of new suppliers or new product lines
with current suppliers, expansion into new product areas and strategic purchases of inventory. In
addition, payment terms with inventory suppliers may vary from time to time, and could result in
fewer inventories being financed by suppliers and a greater amount of inventory being financed by
our own capital. Our payment patterns can be influenced by incentives, such as early pay discounts
offered by suppliers.

Exchange Agreement with Icon

On December 15, 2016, we entered into a Securities Exchange Agreement (the “Exchange
Agreement”) with Icon pursuant to which we acquired all of the outstanding membership interests
of Icon in consideration for 1,300,000 shares of our Common Stock and 4,408,410 shares of our
Series A Convertible Preferred Stock which will be convertible into an aggregate of 4,408,410
shares of Common Stock. As a result of the transaction, Icon became our wholly-owned operating
subsidiary. In addition, XPro Global LLC which was a 50% owned subsidiary of Icon became a
50% owned subsidiary of the Company. XPro has no operations and is an inactive subsidiary. In
addition, in connection with the exchange transaction, we issued the founders of Icon, Class A

34
Notes in the aggregate principal amount of $747,500, Class B Notes in the aggregate principal
amount of $300,000 and Class C Notes in the aggregate principal amount of $1,000,000. The Class
A Notes will mature on the closing of a Qualified Financing. “Qualified Financing” means a
financing transaction in which the Company receives gross proceeds of at least $3 million. The
Class B Notes will mature on the closing of an initial public offering of the Company’s Common
Stock, and the Class C Notes will mature upon the earlier of (i) the one year anniversary of the
closing of an initial public offering of the Company’s Common Stock or (ii) the closing of a post-
initial public offering financing transaction in which the Company receives gross proceeds of at
least $10 million.

Pursuant to the terms of the securities exchange transaction with Icon in which we acquired all
of the outstanding membership interests of Icon, at any time following the date that is nine (9)
months from the closing date of the acquisition of Icon of December 15, 2016, provided that the
Company (i) has not consummated an initial public offering of the Company’s Common Stock
pursuant to which the Company receives gross proceeds of at least $10,000,000 (which, for the
avoidance of doubt, may include a reverse merger, acquisition or similar transaction with a publicly
traded company consummated in conjunction with a financing in which the Company receives at
least $10,000,000 in gross proceeds) (the “Put/Call Exercise Period”) and (ii) the Class A Notes
have not yet been paid in full, the holders of our outstanding shares of Series A Preferred Stock may
exercise their right to (a) return the Cooltech Shares to the Company for cancellation and require
the Company to return all previously surrendered membership interests of Icon to such holders and
(b) sell and to require the founders of Icon to purchase, at the aggregate purchase price at which
such holders of Series A Preferred Stock purchased its Icon membership interests from the Icon
founders, the membership interests held by the holders of the Series A Preferred Stock (the “Put
Option”). At such time during the Put/Call Exercise Period as the holders of Series A Preferred
Stock have not exercised the Put Option, the Icon founders may exercise their right to cause and (a)
require the Company to return the Icon membership interests to the former Icon members in
consideration for the return of the Cooltech Shares received by such holders in exchange therefore
to the Company for cancellation and (ii) require the holders of Series A Preferred Stock to sell, at
the original purchase price, their Icon membership interests to the Icon founders (the “Call
Option”). Upon exercise of the Put Option or the Call Option, as the case may be, our acquisition of
Icon would effectively be unwound, our outstanding Class A, Class B and Class C promissory notes
(collectively, the “Promissory Notes”) would be deemed null and void and our employment
agreements with our current management team (see “Executive Compensation”) will be terminated.

Pursuant to an amendment to the Icon acquisition agreement dated January 30, 2017, the Put
Option was amended to provide that upon payment in full of the Class A Notes, which payment will
occur in connection with the initial closing, the Put Option will immediately expire. See “Use of
Proceeds.”

Pursuant to the terms of the Exchange Agreement, we appointed Mauricio Diaz as Chief
Executive Officer, Reinier Voigt as Chief Operating Officer, Felipe Rezk as Executive Vice
President of Sales and Marketing and Andrew DeFrancesco as Chairman and a member of the
Board of Directors. In addition, we entered into employment agreements with each of Felipe Rezk,
and Mauricio Diaz, who also serves as President. (See “Executive Compensation”).

Athletic Endorsement and Sponsor Agreement with Juan Pablo Montoya

35
On December 15, 2016, the Company entered into an Athletic Endorsement and Sponsor
Agreement (the “Athletic Agreement”) with Juan Pablo Montoya and Monty Motorsport LLC, a
Delaware limited liability company (together with Mr. Montoya, the “Athlete”) pursuant to which
the Athlete granted the Company the worldwide, non-exclusive license and right to use the Athlete
Identification (defined hereafter) until December 15, 2019 to advertise and endorse the Company’s
Products. “Athlete Identification” means Athlete’s name, nickname, likeness, reputation, autograph,
identity, voice, initials or biographical information. In addition, if requested by the Company,
during the term of the Athletic Agreement, the Athlete will participate in a minimum of 12
appearances none of which shall exceed 6 hours in length. Moreover, during each one year term of
the Athletic Agreement, the Athlete will participate in (i) a minimum of 12 vendor meetings none of
which will exceed 4 hours in length and (ii) a minimum of 4 Board meetings (where he may discuss
with the Board matters relating to his services under the Athletic Agreement) none of which shall
exceed 4 hours in length. Pursuant to the terms of the Athletic Agreement, if requested by the
Company, the Athlete will provide a reasonable amount of promotion of the Company through his
personal website and/or social media outlets including, but not limited to, Facebook and Twitter.
The Athlete will be required to post a minimum of 2 posts per month to the extent such posts are
requested by the Company. In addition to the foregoing, to the extent permitted by Athlete’s
sponsors, the Athlete will display the Company’s name or logo on his uniform. The Company will
pay the Athlete $20,000 per month and may, at its discretion, pay the Athlete additional
compensation for participation in vendor and Board meetings.

Our Staff

As of February 16, 2017, we employed 15 individuals (as measured on a full-time equivalent


basis). All of our employees are located in the United States. Our success depends on the talent and
dedication of our associates, and we strive to attract, hire, develop, and retain outstanding
associates. We believe we realize significant benefits from having a strong and seasoned
management team with many years of experience in the IT and related industries.

Description of OneClick Term Sheet

On November 15, 2016, the Company entered into a non-binding term sheet (the “Term Sheet”) to
acquire OneClick. OneClick is engaged in the retail sale and distribution of electronic products,
including operating stores at which it is authorized to sell Apple products and services, and is
complementary to the business of the Company.

Pursuant to the Term Sheet, the Company will acquire (the “OneClick Acquisition”) all of the
membership interests of OneClick in exchange for (i) a promissory note in the principal amount of
$1,800,000 which will mature upon the closing of the Company’s initial public offering, (ii) a
promissory note in the principal amount of $1,800,000 which will mature upon the earlier of (a) the
first anniversary of the initial public offering and (b) an offering of the Company’s securities
pursuant to which the Company receives an aggregate of at least $15 million in gross proceeds and
(iii) 2,200,000 shares of the Company’s common stock (the “Founders Shares”). The Founders
Shares will be subject to a one-year lockup from the date of the closing of the OneClick
Acquisition. In addition, the Founders Shares will have the same rights, privileges and voting rights
as the Company’s Series A Preferred Stock. Within 90 days following the closing of the OneClick
Acquisition, the Company will pay the initial founders of OneClick (the “Initial Founders”) an

36
amount equal to the net working capital of the Company as of the close date of the Acquisition in
addition to expenses advanced by the Initial Founders prior to the closing of the Acquisition;
provided, however, in the event that the Company has a negative net working capital as of the
closing of the Acquisition, the Initial Founders will pay the amount of such negative net working
capital of OneClick. In connection with a Cooltech Qualified Financing, the Company will enter
into 3 year employment agreements with certain key management of OneClick and 2 year
employment agreements with certain other employees of OneClick. The terms of all employment
agreements will be mutually determined by the Company and OneClick on or prior to the closing of
the Acquisition. ”Cooltech Qualified Financing” means any financing in which Cooltech raises at
least $15 million in gross proceeds. Pursuant to the Term Sheet, all intellectual property of
OneClick will be transferred/assigned to the Company provided that the Company may not transfer
any of OneClick’s intellectual property to a third party. Following the receipt of the first Advance
by OneClick until the earlier of (i) 90 days for the date of such advance and (ii) the execution of a
definitive agreement with respect to the Acquisition, OneClick will not (a) directly or indirectly
solicit, initiate or encourage any inquiry, proposal or offer relating to a competing transaction, (b)
disclose or furnish any person or entity information not customarily disclosed with respect to
OneClick or (c) enter into any agreement, arrangement or understanding with respect to a
competing transaction. OneClick will promptly advise and provide copies of any proposal submitted
to OneClick from any third parties. “Advance” means the payment of the first vendor take-back
note upon the closing of an initial public offering. If, within 9 months from the closing of the
OneClick Acquisition, the Company has not closed on an initial public offering resulting in net cash
proceeds to the Initial Founders of at least $1,000,000, the Initial Founders shall have the right to
buy back all membership interests of OneClick and the Company shall have the right to sell all
membership interest of OneClick to the Initial Founders provided that the Initial Founders surrender
the Founder Shares. However, we will not close the OneClick acquisition prior to completing an
initial public offering, pursuant to which any put/call right will be eliminated, in which case the
option will terminate.

Legal Proceedings

We are not party to any legal proceedings.

SUMMARY FINANCIAL INFORMATION


The following summary statements of operations for the years ended December 31, 2015and 2014
and nine months ended September 30, 2016 have been derived from our audited and unaudited
financial statements, respectively. The historical financial data presented below is not necessarily
indicative of our financial results in future periods. You should read the summary financial data in
conjunction with those financial statements
This summary financial information is derived from the combined financial statements of The Icon
Group, which includes ICON Networks LLC, DBA Trading Corp., and Xpro Global LLC. Xpro
Global LLC is 50% owned by Icon Networks LLC. DBA Trading Corp. is currently inactive. In
2016, all of the customer relationships and contracts of DBA Trading Corp. were transferred to
Icon Networks LLC for nil consideration.
Result of Operations for years ended December 31, 2015 and 2014 and nine months ended
September 30, 2016

37
9 months ended 2015 2014
September 30, 2016

$ $ $
Net revenue 14,885,821 16,714,507 8,808,730
Gross profit 1,001,670 1,023,967 594,061
Net and comprehensive income 347,065 352,922 13,512

Liquidity and Capital Resources


September 30, December 31, December 31,
2016 2015 2014

$ $ $

Cash 248,200 564,516 333,796


Working capital 45,661 109,619 (265,608)
Loans payable (long term) - 500,000 -

SECURITY OWNERSHIP OF CERTAIN STOCKHOLDERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of Common
Stock as of the date of this Memorandum by our officers and directors and any shareholders
know to us to beneficially own 5% or more of our outstanding Common Stock. There is no other
person who, owns, or upon completion of the Offering, will own more than 5% of the Company’s
Common Stock.

% Pre-Offering* % after
Name Common Stock Maximum
Offering**
Mauricio Diaz 433,333 (1) 6.4% 4.7%
Reinier Voigt 0 0% 0%
Felipe Rezk 433,333 (2) 6.4% 4.7%
Andrew DeFrancesco 0 0% 0%
Roger Rai 0 0% 0%
All officers and directors as a 866,666 14.6% 9.5%
group (5 persons)
5% or Greater Stockholders
Caerus, LLC 433,334 (3) 6.4% 4.7%

38
ICFR LLC 433,333 (2) 6.4% 4.7%
Bliss Investments Group, LLC 433,333 (1) 6.4% 4.7%
New River Advisors LLC 1,890,000 (4) 28.0% 20.7%
Delavaco Holdings Inc. 650,000 (5) 9.6% 7.1%
WPGAT Partners LLC 740,000 (6) 11.0% 8.1%

* Based upon 2,330,553 shares of Common Stock and 4,408,410 shares of Common Stock
underlying Series A Preferred Stock issued and outstanding as of the date of this Memorandum.

** Based upon 4,730,553 shares of Common Stock (which assumes sale of the Maximum Offering
Amount of 2,400,000 Shares) and 4,408,410 shares of Common Stock underlying Series A
Preferred Stock. We have agreed to issue to the Placement Agent, or its designees, 3-year warrants
to purchase such number of shares of Common Stock equal to 10% of the number of Common
Stock sold in the Offering to Placement Agent Investors.

(1) Represents shares owned by Bliss Investment Group, LLC. Mr. Diaz has voting and dispositive
control over such shares.

(2) Represents shares owned by ICFR LLC. Mr. Rezk has voting and dispositive control over such
shares.

(3) Juan Pablo Montoya has voting and dispositive control over the securities held by Caeurus,
LLC.

(4) Represents 140,000 shares of Common Stock and 1,750,000 shares of Common Stock
underlying Series A Preferred Stock.

(5) Represents shares of Common Stock underlying Series A Preferred Stock.

(6) The owners of this entity are affiliated with the Placement Agent. Represents 63,000 shares of
Common Stock and 677,000 shares of Common Stock underlying Series A Preferred Stock.

DIRECTORS AND MANAGEMENT

Mauricio Diaz, 42. Mauricio Diaz has served as the Chief Executive Officer of the Company since
December 2016 and since March 2017 also serves as President. Since September 2016 Mr. Diaz
has also served as the President of OneClick, and since September 2014 he has served as the Chief
Operating Officer/Managing Partner of Icon Networks LLC. From August 2006 until July 2014,
Mr. Diaz served as the Director of Global Business Development of Electro Group, and from July
2005 until August 2006 he served as the Senior Manager of Samsung. From October 1996 until July
2005 Mr. Diaz served as the Business Development Manager of Panasonic. Mr. Diaz studied Social
Communication at Pontificia Universidad Javeriana in Colombia.

39
Reinier Voigt, 57. Reinier Voigt has served as the Chief Operating Officer of the Company since
December 2016. From May 2015 until August 2016, Mr. Voigt was the President and Chief
Operating Officer of TEReI International, and from September 2006 until April 2015 he was the
Chief Operation Officer of Facey Telecome. Mr. Voigt has more than twenty years of experience in
business operations which includes a focus on profit and loss optimization, strategic planning,
finance and financial reporting. Mr. Voigt received the equivalent of a Master in Business
Administration from Anton De Kom University of Suriname.

Felipe Rezk, 43. Felipe Rezk has served as the Executive Vice President of Sales and Marketing of
the Company since December 2016. Since May 2013 he has also served as the Chief Executive
Officer and is the founder of Icon Networks LLC. From January 2011 until May 2013 Mr. Rezk
was the Head of Enterprise Sales for Latin America at Apple Inc., and from March 2009 until
January 2011 he was the Senior Manager, GTM Business Development, Emerging Channels Team
at Cisco System (“Cisco”). From August 2005 until March 2009, Mr. Rezk was the Senior
Marketing Manager, Emerging Markets Channels at Cisco. Mr. Rezk received his bachelor’s degree
in Economics from University of Los Andes, Bogotá and a Master in Business Administration and
Master of Computer Information Systems from the University of Miami.

Rajiv (Roger) Rai, 46. Roger has served as a director of the Company since October 2016 and also
served as Chief Executive Officer of the Company from October 2016 until December 2016. Since
December 2008 Mr. Rai has also served as the Managing Director for E.S. Rogers Enterprises.
From July 2010 until December 2014, Mr. Rai served as the VP, Business Development at Keek
Inc. and from January 2003 until October 2008, he served as VP, Development of CORE Feature
Animation. From September 1998 until June 2002, Mr. Rai served as VP, Sales and Marketing for
Fastvibe Corporation, and from November 1992 until May 1998 he held various management roles
at Rogers Cable and Rogers Wireless including, Account Manager and Business Developer. Mr. Rai
received his B.A. from the University of Western Ontario.

Andrew DeFrancesco, 46, has served as Chairman of the Board of Directors since December 2016.
Since September 2007, Mr. DeFrancesco has served as Chairman & CEO of Delavaco Group. Mr.
DeFrancesco served as Director of Kalytera Therapeutics (formerly Santa Maria Petroleum) from
July 2011 to December 2016. From January 2014 to June 2015, Mr. DeFrancesco served as
Chairman and CEO of Firm Capital American Realty Partners (formerly Delavaco Residential
Properties Corp). From August 2013 to July 2016, Mr. DeFrancesco served as partner and
Executive Director of Kahala Corp. From October 2009 to December 2010, Mr. DeFrancesco
served as Director, President and CEO of P1 Energy Corp. From January 2010 to December 2010,
Mr. DeFrancesco served as Co-founder and Chairman of APO Energy. Mr. DeFrancesco received
his B.A. from the University of Western Ontario.

EXECUTIVE COMPENSATION

Our President and Chief Executive Officer, Mauricio Diaz, is employed under an Executive
Employment Agreement dated December 9, 2016. The initial term of the Agreement is three years
ending on December 8, 2019, with automatic renewals for successive one year terms unless
terminated by written notice at least 90 days prior to the expiration of the term. Mr. Diaz is to
receive a base salary of $240,000 per year. In addition, Mr. Diaz shall be eligible to receive an

40
annual bonus as determined by the Company’s Compensation Committee or Board of Directors, as
the case may be.

Executive Vice President of Sales and Marketing, Felipe Rezk, is employed under an Executive
Employment Agreement dated December 8, 2016. The initial term of the Agreement is three years
ending on December 7, 2019, with automatic renewals for successive one year terms unless
terminated by written notice at least 90 days prior to the expiration of the term. Mr. Rezk is to
receive a base salary of $240,000 per year. In addition, Mr. Rezk shall be eligible to receive an
annual bonus as determined by the Company’s Compensation Committee or Board of Directors, as
the case may be.

In 2015 and 2014, Icon paid the following members’ distributions to Mauricio Diaz and Felipe
Rezk, at the members’ discretion:

FY 2015
Mauricio Diaz $157,500

Felipe Rezk $157,500

FY 2014
Mauricio Diaz $62,500

Felipe Rezk $79,100

We have not paid compensation to our directors for service on our board to date.

DESCRIPTION OF SECURITIES

Authorized Capital Stock

The authorized capital stock of the Company consists of 200,000,000 shares of common stock, par
value $0.0001 per share and 50,000,000 shares of preferred stock, par value $0.0001.

Capital Stock Issued and Outstanding

As of the date of this Memorandum, there are issued and outstanding 2,330,553 shares of common
stock and 4,408,410 shares of Series A Preferred Stock. (See “Description of Preferred Stock”
below).

Description of Common Stock


The holders of Common Stock are entitled to one vote for each share held on all matters submitted
to a vote of shareholders. Holders of o u r Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors out of funds legally available
therefore, subject to any preferential dividend rights of outstanding preferred stock. Upon a
liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled

41
to receive ratably the net assets available after the payment of all debts and other liabilities, and
subject further only to the prior rights of any outstanding preferred stock. The holders of our
Common Stock have no preemptive, subscription, redemption or conversion rights. Cumulative
voting in the election of directors is not permitted and the holders of a majority of the number of
outstanding shares will be in a position to control the election of directors at a general shareholder
meeting and may elect all of the directors standing for election. We have no present intention to
pay cash dividends to the holders of our Common Stock. See the Company’s Articles of
Incorporation, as amended, attached as Exhibit D.

Description of Placement Agent Warrants

The 3-year warrants to be issued to the Placement Agent, at the closing of this Offering, will
permit the Placement Agent or its designees, to purchase such number of shares of Common
Stock equal to ten percent (10%) of the number of Common Stock sold in the Offering to Placement
Agent Investors which warrants will have an exercise price equal to $2.50. The Placement Agent
Warrants will have immediate cash or cashless exercise provisions and will be not be redeemable by
the Company.

Description of Preferred Stock

The Company is authorized to issue up to 50,000,000 shares of preferred stock, par value $0.0001
per share. As of the date of this memorandum, 4,408,410 shares of preferred stock are designated as
Series A Preferred Stock, all of which are outstanding.

The Series A Preferred Stock (a) are entitled to a liquidation preference equal to the par value of
$0.0001, prior to any payments in respect of the common stock, (b) are convertible into such
number of shares of common stock as determined by dividing the base amount (equal to the stated
value of $1.00 plus any declared but unpaid dividends) by the conversion price of $1.00 (subject to
adjustment in the event of stock split, stock dividends, and similar transactions), provided, however,
that shares of Series A Preferred Stock may not be converted to common stock to the extent such
conversion would cause the holder to beneficially own more than 4.99% of the Company’s
outstanding common stock (which percentage may be increased upon 61 days’ notice up to 9.99%),
(c) are entitled to dividends on an as-converted basis with the common stock, and (d) are entitled to
vote on an as-converted basis with the common stock, subject to the beneficial ownership limitation
set forth above.

Subject to the foregoing, our Articles of Incorporation authorizes our Board of Directors to issue
preferred stock from time to time with such designations, preferences, conversion or other rights,
voting powers, restrictions, dividends or limitations as to dividends or other distributions,
qualifications or terms or conditions of redemption as shall be determined by the Board of Directors
for each class or series of stock. Preferred stock is available for possible future financings or
acquisitions and for general corporate purposes without further authorization of stockholders unless
such authorization is required by applicable law, or the rules of any securities exchange or market
on which our stock is then listed or admitted to trading.

RESTRICTIONS ON TRANSFER OF SECURITIES

The Shares are subject to restrictions on transfer and have not been registered under the Securities

42
Act. Such securities must be held indefinitely unless:

 there is in effect a registration statement under the Securities Act covering the proposed
disposition or transfer and such disposition or transfer is made in accordance with such
registration statement;

 you notify us of the proposed disposition or transfer and obtain a legal opinion from our
counsel or from outside counsel, at our cost and reasonably satisfactory to us, that such
disposition or transfer will not require registration under the Securities Act;

 the securities are sold pursuant to an exemption from the registration requirements of the
Securities Act afforded by Rule 144 of the Securities Act or similar rule then in effect, and
our counsel, or an outside counsel reasonably satisfactory to us, provides a legal opinion, at
our cost, that such disposition is exempt from registration under the Securities Act; or

 the restrictive legend may be removed, without volume or manner of sale requirements,
pursuant to Rule 144 under the Securities Act, and we or our counsel has instructed our
transfer agent as to such legend removal.

The securities will bear a legend setting forth these restrictions on transfer and any legends
required by state securities laws.

PLAN OF DISTRIBUTION

Subject of the terms and conditions set forth herein, the Company, through the Placement Agent, is
offering a minimum of $2,000,000 of Shares, on a “best efforts, all-or-none” basis and a maximum
of $6,000,000 of Shares, on a “best efforts” basis, at a purchase price of $2.50 per Share.

If the Offering is over-subscribed, the Company and the Placement Agent may mutually agree to
sell up to an additional $1,000,000 of Shares.

The Offering is being made pursuant to exemptions from registration available under the Securities
Act, and pursuant to certain other statutory exemptions. The Company may reject subscriptions in
its sole discretion, in whole or in part, for any reason or for no reason. If this Offering is
oversubscribed, the Company may determine, in its sole discretion, to reject subscriptions in whole
or in part or to allocate to any prospective investor less than the number of Shares to which the
investor subscribed, subject to the Company’s obligation to return to any prospective investor funds
transmitted by such investor in respect of a rejected subscription, in whole or in part.

Our affiliates and our officers and directors (and the Placement Agent and any affiliates) may
purchase Shares in the Offering for their own accounts on the same terms as set forth herein. Such
purchases may be made in order for the Offering to meet the Minimum Offering Amount necessary
for closing. In addition, the Company and the Placement Agent may agree to accept subscriptions
consisting of conversion of indebtedness, including in order to reach the Minimum Offering
Amount.

The offering period shall commence on the date of this Memorandum and will continue until April

43
30, 2017, which may be extended to June 30, 2017 at the election of the Company and the
Placement Agent. The initial closing of this Offering may occur at any time during the offering
period after the Company has received and accepted subscriptions for the Minimum Offering
Amount. Further closings may be held, up to the sale of the Maximum Offering Amount (subject to
the Over-Allotment Option), at any time during the offering period. It is currently contemplated that
the proceeds of this Offering will be delivered to the Company at one or more closings held during
the offering period.

By signing and returning the Subscription Agreement to us, you will:

 Commit to purchase the number of Shares that you enter on the signature page, at the
price specified on that page;

 Make various representations and warranties to us, including that you:

- Recognize that an investment in our securities is speculative and involves a


high degree of risk;

- Are a knowledgeable and experienced investor, and an accredited investor


within the meaning of Regulation D under the Securities Act;

- Are purchasing the securities for your own account, for investment, and not
with a view to the resale or distribution of the securities, and that the
securities will contain a restrictive legend to that effect;

- Must bear the economic risk of your investment in the securities unless and
until a registration statement is declared effective by the SEC or you are
permitted to sell under SEC Rule 144, which rule contains specified
limitations and requirements, and

- Were given access to any information about us that you requested, including
the opportunity to ask questions of our management.

You should carefully read the Subscription Agreement, which is attached to this Memorandum, and
should not submit it unless all statements it makes about you are correct.

The purchase price for the Shares offered hereby has been determined by us and does not
necessarily bear any relationship to our book value, assets, earnings or other generally accepted
valuation criteria. Accordingly, the Offering price should not be considered to be indicative of the
actual value of the securities.

We have retained the Placement Agent for the Offering. We will pay cash fees equal to (i)
10% of the gross proceeds raised from Placement Agent Investors in the Offering and (ii) a non-
allocable expense reimbursement of 2% of the gross proceeds from all investors in the Offering.
The Placement Agent will also receive (i) $30,000 payable to the Placement Agent on the initial
closing and (ii) legal fees and expenses incurred in connection with this Offering, including any
filing or blue sky fees and other reasonable and necessary out of pocket expenses incurred by the

44
Placement Agent; provided, however, payment for such expenses shall not exceed $100,000 unless
mutually agreed upon by the Company and the Placement Agent. In addition, the Company has also
agreed to issue to the Placement Agent, or its designees, 3-year warrants to purchase such number
of shares of Common Stock equal to 10% of the number of shares of Common Stock sold in the
Offering to Placement Agent Investors which warrants will have an exercise price equal to the
lowest price per share of the shares of Common Stock issued or issuable to investors in the
Offering. The Placement Agent Warrants will have immediate cash or cashless exercise provisions
and will be not be redeemable by the Company. Prior to the initial closing date of this Offering, the
Placement Agent, its affiliated entities or certain entities controlled by affiliates of the Placement
Agent, will own 677,000 shares of our Series A Preferred Stock, which are convertible in to
677,000 shares of Common Stock.

SUBSCRIPTION PROCEDURES

If after careful review of this Memorandum, completion of your investigation of the Company,
consideration of the risks involved in an investment in the securities, satisfaction of all questions or
concerns related to such an investment decision, and your determination that you meet the
suitability requirements provided herein and in the subscription documents, you wish to subscribe
for Shares, then review, complete and deliver the subscription documents and the purchase price as
directed herein prior to the date the Offering terminates.

To subscribe for Shares offered herein:

 Review, complete execute and deliver to the Placement Agent (at the address set
forth below in the Subscription Agreement) prior to the Termination Date the
Subscription Agreement (including the Investor Questionnaire) attached to this
Memorandum as Exhibit A; and

 Deliver to the Escrow Agent, prior to the Termination Date, the full purchase price
for the Shares you wish to purchase by wire transfer or check in accordance with the
instructions provided in the Subscription Agreement. Wires should include the
account number and the Escrow Agent’s routing number (as indicated in Exhibit C
attached hereto).

The Escrow Agent will hold the funds representing the purchase price until acceptance of the
subscription and satisfaction of all closing conditions to this Offering. You may not withdraw funds
deposited into escrow. The Company may accept any subscription in whole or in part, or reject any
subscription, in its sole discretion for any reason whatsoever and terminate this Offering at any time
prior to its acceptance of subscriptions. In the event that your subscription is rejected or this
Offering is otherwise terminated or withdrawn, funds delivered by you to the Escrow Agent will be
returned to you without interest or deduction.

After each closing of the Offering, the Escrow Agent will release the funds pursuant to the terms
and conditions of the escrow agreement. Promptly following a closing, the Company will issue to
the investors the Shares purchased in this Offering.

45
INVESTOR SUITABILITY STANDARDS

THE PURCHASE OF THE SECURITIES INVOLVES SIGNIFICANT RISKS AND IS A


SUITABLE INVESTMENT ONLY FOR CERTAIN TYPES OF POTENTIAL INVESTORS. SEE
“RISK FACTORS.”

Prospective investors should consider carefully each of the risks associated with this Offering,
particularly those described in “Risk Factors.” In view of these risks and the consequent long-term
nature of any investment in the Company, this Offering is available only to investors who have
substantial net worth and no need for liquidity in their investments. The Company, in reliance upon
the criteria set forth in Rule 501(a) promulgated under Regulation D of the Securities Act, has
established investor suitability standards for investors in the Shares. Securities will be sold only to
an investor who:

(a) represents that such investor is acquiring the securities for such investor’s own
account, for investment only not with a view to the resale or distribution thereof;

(b) acknowledges that the right to transfer the securities will be restricted by the
Securities Act, applicable state securities laws and certain contractual restrictions,
and that the investor’s ability to do so will be restricted by the absence of a market
for the securities; and

(c) represents that such investor qualifies as one or more of the following:

(1) Any natural person whose individual net worth, or joint net worth with that
person's spouse, at the time of his purchase exceeds $1,000,000 not including their
principal residence;

(2) Any natural person who had an individual income in excess of $200,000 in
each of the two most recent years, or joint income with that person's spouse in excess
of $300,000 in each of those years, and has a reasonable expectation of reaching the
same income level in the current year;

(3) Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings
and loan association or other institution as defined in Section 3(a)(5)(A) of the Act
whether acting in its individual or fiduciary capacity; any broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; any
insurance company as defined in Section 2(13) of the Act; any investment company
registered under the Investment Company Act of 1940 (the “Investment Company
Act”) or a business development company as defined in Section 2(a)(48) of the
Investment Company Act; any Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958; any plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees, if such plan has total assets in excess of
$5.0 million any employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 (“ERISA”), if the investment decision is
made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a

46
bank, savings and loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in excess of $5.0 million or, if
a self-directed plan, with investment decisions made solely by persons that are
accredited investors;

(4) Any private business development company as defined in Section 202(a)(22)


of the Investment Advisers Act of 1940;

(5) Any organization (described in Section 501(c)(3) of the Internal Revenue


Code), Company, Massachusetts or similar business trust, or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets in excess
of $5.0 million;

(6) Any director, or executive officer of the Company;

(7) Any trust, with total assets in excess of $5.0 million not formed for the
specific purpose of acquiring the securities offered, whose purchase is directed by a
person who has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of the prospective investment, or
the Company reasonably believes immediately prior to making any sale that such
purchaser comes within this description; or

(8) Any entity in which all of the equity owners are accredited investors.

Investors will be required to make certain representations and to satisfy certain other standards and
conditions, which are set forth in an Investor Questionnaire and Subscription Agreement that must
be executed by all investors in this Offering.

Prospective investors will be required to represent in writing that they meet the suitability standards
set forth above, which represent minimum suitability requirements for prospective investors.
Satisfaction of such standards by a prospective investor does not mean that the Shares are a suitable
investment for such investor. In addition, certain states may impose additional or different
suitability standards, which may be more restrictive.

As used in this Memorandum, the term “net worth” means the excess of total assets over total
liabilities. In determining income, an investor should add to his or her adjusted gross income any
amounts attributable to tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depreciation, contributions to an IRA or Keogh
retirement plan, alimony payments and any amount by which from long-term capital gains has been
reduced in arriving at adjusted gross income.

We may make or cause to be made such further inquiry and obtain such additional information as
we deem appropriate with regard to the suitability of prospective investors. We may reject subscrip-
tions in whole or in part if, in our discretion, we deem such action to be in our best interests. If the
Offering is oversubscribed, we will determine at our option, whether over-subscriptions will be
accepted and if so, which subscriptions will be accepted.

If any information furnished or representations made by a prospective investor or others acting on

47
its behalf mislead us as to the suitability or other circumstances of such investor, or if, because of
any error or misunderstanding as to such circumstances, a copy of this Memorandum is delivered to
any such prospective investor, the delivery of this Memorandum to such prospective investor shall
not be deemed to be an offer and this Memorandum must be returned to us immediately.

ADDITIONAL INFORMATION
Upon request of a potential investor, the Company will make available to such investor the
opportunity to ask questions of, and receive answers from, the Company concerning the terms
and conditions of this Offering. Further, the Company will, subject to confidentiality agreements
and other considerations, obtain and make available additional information reasonably requested
by such investor to the extent the Company possesses such information and can acquire it without
unreasonable effort or expense, necessary to verify the accuracy of any of the information
concerning the terms and conditions of this Offering or any of the transactions referred to herein.

48
Exhibit A

Subscription Agreement

See Attached

49
Exhibit B

Registration Rights Agreement

See Attached

50
Exhibit C

Wiring Instructions

Signature Bank, 261 Madison Avenue, New York, NY 10016, ABA No. 026013576, for credit to
“Signature Bank, as Escrow Agent for Cooltech Holding Corp.,” Account No. 1503048570.
Exhibit D

Articles of Incorporation, as amended

See Attached
Exhibit E

Icon Networks Combined Unaudited Financial Statements for the 9 months ended
September 30, 2016
Exhibit F

Icon Group Combined Audited Financial Statements for the years ended December
31, 2015 and 2014