Common use of Debentures Clause in Contracts

Debentures. Subject to the conditions of this Section 2.5, the Parties have agreed that Persons listed in Appendix III (each, a “Debenture Holder”) may become parties to this Agreement as “New Series B Investors” for the purpose of purchasing Series B Units at the Second Closing on the terms, and subject to the conditions, specified in this Agreement. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed on Appendix III, as to (i) the date scheduled for the Second Closing, (ii) the opportunity for such Debenture Holder to become a party to this Agreement as a “New Series B Investor” in accordance with this Section and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence). If any such Debenture Holder shall determine to become a party to this Agreement as a “New Series B Investor,” then such Debenture Holder shall, on or prior to the scheduled date for the Second Closing, authorize the Company to cancel its original debenture by delivering (1) its executed counterpart to this Agreement whereby such Debenture Holder (i) agrees to observe and to be bound by, and to be entitled to the rights provided by, this Agreement as if such Debenture Holder were named herein originally as a “New Series B Investor,” (ii) confirms the aggregate consideration to be paid by such Debenture Holder for Series B Units at the Second Closing by tendering an equivalent principal amount of the debentures identified opposite such Debenture Holder’s name on Appendix III (but excluding any warrants associated with the tendered principal amount of debentures), (iii) confirms such Debenture Holder’s agreement to deliver the agreed portion of the tendered principal amount of the debentures at the Second Closing against the delivery of the Series B Units at a purchase price of $3.00 per Series B Unit, (2) its executed joinder to the Amended and Restated Shareholders Agreement and (3) its executed counterpart to the First Amendment to Registration Rights Agreement. Notwithstanding the foregoing, the ability of the Debenture Holders to become a party to this Agreement shall be limited to no more than $1,450,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of the Company in its sole discretion to allocate among such Debenture Holders as necessary in order to meet such limitation.

Debentures. Subject to the conditions of this Section 2.5, the Parties have agreed that Persons listed in Appendix III (each, a “Debenture Holder”) may become parties to this Agreement as “New Series B Investors” for the purpose of purchasing Series B Units A Preferred Shares at the Second Closing on the terms, and subject to the conditions, specified in this Agreement. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed on in Appendix III, as to (i) the date scheduled for the Second Closing, (ii) the opportunity for such Debenture Holder to become a party to this Agreement as a an “New Series B Investor” in accordance with this Section and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence), which notice shall include a copy of the agreement described in the next sentence. If any such Debenture Holder shall determine to become a party to this Agreement as a an “New Series B Investor,” then such Debenture Holder shall, on or at least five business days prior to the scheduled date for the Second Closing, authorize deliver to the Company and to cancel its original debenture by delivering (1) its executed counterpart to this Agreement whereby special counsel for the Investors an agreement wherein such Debenture Holder (i1) agrees shall agree to observe and to be bound by, and to be entitled to the rights provided by, this Agreement as if such Debenture Holder were named herein originally as a an “New Series B Investor,” (ii2) confirms shall confirm the aggregate consideration to be paid by such Debenture Holder Person for Series B Units A Preferred Shares at the Second Closing Closing, which consideration shall be paid by tendering an equivalent principal amount of the debentures identified opposite such Debenture HolderPerson’s name on in Appendix III (but excluding any III, together with such number of warrants as is associated with the tendered principal amount of debenturesdebentures (with each $5,000 aggregate principal amount of debentures being associated with warrants to acquire 1,000 shares of Common Stock), (iii3) confirms shall confirm such Debenture HolderPerson’s agreement to deliver the agreed portion of the tendered principal amount of the debentures and associated warrants at the Second Closing against the delivery of the Series B Units at a purchase price of $3.00 per Series B Unit, (2) its executed joinder to the Amended and Restated Shareholders Agreement A Preferred Shares and (34) its executed counterpart to shall make the First Amendment to Registration Rights Agreementrepresentations contained in Article VIII. Notwithstanding the foregoing, the ability of the Debenture Holders to become a party to this Agreement shall be limited to no more than $1,450,000 600,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of the Company in its sole discretion to allocate among such Debenture Holders as necessary in order to meet such limitation.

Debentures. Subject to On the conditions of this Section 2.5Closing Date, upon the Parties have agreed that Persons listed in Appendix III (each, a “Debenture Holder”) may become parties to this Agreement as “New Series B Investors” for the purpose of purchasing Series B Units at the Second Closing on the terms, terms and subject to the conditionsconditions set forth herein, specified in substantially concurrent with the execution and delivery of this Agreement. The Agreement by the parties hereto, the Company shall provide written notice agrees to sell to each Purchaser, and each of the Purchasers agrees to purchase from the Company, a 15% Original Issue Discount Senior Secured Convertible Debenture Holder, at in the Principal Amount set forth on such Debenture HolderPurchaser’s address listed on Appendix IIIsignature page hereto (each, as the same may be amended, amended and restated or otherwise modified from time to time, a “Debenture”, and collectively, the “Debentures”). Each such Debenture, shall among other things (i) be dated the date scheduled for the Second Closing, of issuance; (ii) be funded with an original issue discount of 15%, such that the opportunity Subscription Amount to be advanced by each Purchaser for the purchase of such Debenture Holder to become a party to this Agreement as a “New Series B Investor” in accordance with this Section and shall equal 85% multiplied by the Principal Amount of such Debenture; (iii) mature, subject to the manner terms set forth therein, on the earlier to occur of (x) the date of the consummation of a Qualified Offering and deadline for accepting such opportunity (as y) 24 months from the date of issuance; and (iv) be in the form of Exhibit A attached hereto; provided that the Subscription Amount with respect to (A) Jefferson shall not be advanced in cash, but rather shall be advanced by the exchange of securities described in the next sentence). If any such Debenture Holder shall determine to become a party to this Agreement as a “New Series B Investor,” then such Debenture Holder shall, on or prior to the scheduled date for the Second Closing, authorize the Company to cancel its original debenture by delivering (1) its executed counterpart to this Agreement whereby such Debenture Holder (i) agrees to observe and to be bound by, and to be entitled to the rights provided by, this Agreement as if such Debenture Holder were named herein originally as a “New Series B Investor,” (ii) confirms the aggregate consideration to be paid by such Debenture Holder for Series B Units at the Second Closing by tendering an equivalent principal amount Section 1 of the debentures identified opposite such Debenture Holder’s name on Appendix III Jefferson Rollover Exchange Agreement; (B) Upexi shall not be advanced in cash, but excluding any warrants associated with the tendered principal amount of debentures), (iiishall be advanced by Upexi pursuant to Section 2.2(a)(ii) confirms such Debenture Holder’s agreement to deliver the agreed portion of the tendered principal amount Infusionz MIPA; (C) Leonite shall not be advanced in cash, but rather shall be advanced by the exchange of securities described in Section 1 of the debentures at Leonite Rollover Exchange Agreement; (D) MacRab shall not be advanced in cash, but rather shall be advanced by the Second Closing against the delivery exchange of securities described in Section 1 of the Series B Units at a purchase price of $3.00 per Series B Unit, (2) its executed joinder to the Amended and Restated Shareholders Agreement MacRab Rollover Exchange Agreement; and (3E) its executed counterpart to Target shall not be advanced in cash, but rather shall be advanced by the First Amendment to Registration Rights Agreement. Notwithstanding the foregoing, the ability exchange of securities described in Section 1 of the Debenture Holders to become a party to this Agreement shall be limited to no more than $1,450,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of the Company in its sole discretion to allocate among such Debenture Holders as necessary in order to meet such limitationMacRab Rollover Exchange Agreement.