FOURTH AMENDMENT TO SECURITY AGREEMENT
Exhibit 10.3
FOURTH AMENDMENT TO SECURITY AGREEMENT
This FOURTH AMENDMENT TO SECURITY AGREEMENT (the “Amendment”) is dated effective as of the September 18, 2024 (the “Amendment Effective Date”), by and between Novaccess Global Inc., a Colorado corporation (the “Company”) and AJB Capital Investments, LLC, a Delaware limited liability company (“AJB” and together with the Company, the “Parties”).
RECITALS
WHEREAS, the Company and AJB entered into and executed (i) that certain Security Agreement, dated as of February 15, 2022 (such Security Agreement, together with all amendments, modifications, substitutions, or replacements thereof, collectively referred to as the “February 2022 Security Agreement”), pursuant to which the Company granted a security interest in its assets to secure the obligations of the Company in respect of that certain promissory note, issued as of February 15, 2022 (the “February 2022 Note”), by the Company to AJB pursuant to the terms of that certain Securities Purchase Agreement, dated as of February 15, 2022 (the “February 2022 Purchase Agreement”), (ii) that certain Security Agreement, dated as of May 5, 2022 (the “May 2022 Security Agreement”), pursuant to which the Company granted a security interest in its assets to secure the obligations of the Company in respect of that certain promissory note, issued as of May 5, 2022 (the “May 2022 Note”), by the Company to AJB pursuant to the terms of that certain Securities Purchase Agreement, dated as of May 5, 2022 (the “May 2022 Purchase Agreement”), (iii) that certain Security Agreement, dated as of February 27, 2023 (the “February 2023 Security Agreement), (iv) that certain First Amendment to Security Agreement, dated as of April 29, 2024 (the “First Amendment” and together with the February 2022 Security Agreement, the May 2022 Security Agreement and the February 2023 Security Agreement, the “Security Agreements”), pursuant to which the Company granted a security interest in its assets to secure the obligations of the Company in respect of that certain promissory note, issued as of February 27, 2023 (the “February 2023 Note”), by the Company to AJB pursuant to the terms of that certain Securities Purchase Agreement, dated as of February 27, 2023 (the “February 2023 Purchase Agreement”); (v) that certain Second Amendment to the Security Agreement, dated as of May 13, 2024 (the “Second Amendment” and together with the February 2022 Security Agreement, the May 2022 Security Agreement and the February 2023 Security Agreement, the “Security Agreements”), pursuant to which the Company granted a security interest in its assets to secure the obligations of the Company in respect of that certain promissory note, issued as of May 13, 2024 (the “May 2024 Note”), by the Company to AJB pursuant to the terms of that certain Securities Purchase Agreement, dated as of May 13, 2024 (the “May 2024 Purchase Agreement”); and (vi) that certain Third Amendment to the Security Agreement, dated as of August 20, 2024 (the “Third Amendment” and together with the February 2022 Security Agreement, the May 2022 Security Agreement, the February 2023 Security Agreement, and the August 2024 Security Agreement the “Security Agreements”), pursuant to which the Company granted a security interest in its assets to secure the obligations of the Company in respect of that certain promissory note, issued as of August 20, 2024 (the “August 2024 Note”), by the Company to AJB pursuant to the terms of that certain Securities Purchase Agreement, dated as of August 20, 2024 (the “August 2024 Purchase Agreement”);
WHEREAS, the Company issued to AJB an additional Promissory Note in a principal amount of up to $45,000 (the “August 2024 Note”) and the Company and AJB entered into a new Securities Purchase Agreement dated August 20, 2024 (the “August 2024 Purchase Agreement”) to provide for the issuance of the New Note thereunder;
WHEREAS, the Company wishes to issue to AJB and AJB wishes to accept an additional Promissory Note in a principal amount of up to $65,000 (the “New Note”) and the Company and AJB wish to enter into a new Securities Purchase Agreement dated as of the date hereof (the “New Purchase Agreement”) to provide for the issuance of the New Note thereunder; and
WHEREAS, in connection with the issuance of the New Note, the Parties have agreed to amend the Security Agreements as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:
1. Recitals. The recitations set forth in the preamble of this Amendment are true and correct and incorporated herein by this reference.
2. Capitalized Terms. All capitalized terms used in this Amendment shall have the same meaning ascribed to them in the Security Agreements, except as otherwise specifically set forth herein.
3. Conflicts. In the event of any conflict or ambiguity by and between the terms and provisions of this Amendment and the terms and provisions of the Security Agreements, the terms and provisions of this Amendment shall control, but only to the extent of any such conflict or ambiguity.
4. Amendment to Security Agreements. The Security Agreements are hereby amended by deleting the definitions of “Obligations” in Section 1 thereof and replacing it with the following:
“Obligations” means all obligations and liabilities (monetary (including post-petition interest, allowed or not) or otherwise) of the Company under this Agreement, the Purchase Agreement, the Note, the February 2022 Purchase Agreement, the February 2022 Note, the May 2022 Purchase Agreement, the May 2022 Note, the February 2023 Purchase Agreement, the February 2023 Note, the April 2024 Purchase Agreement, the April 2024 Note, the May 2024 Purchase Agreement, the May 2024 Note, the August 2024 Purchase Agreement, the August 2024 Note, the Securities Purchase Agreement, and the Promissory Note, each dated as of September 18, 2024, and any other Transaction Document which are owed to Secured Party, all in each case
howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.
5. No Waiver. Neither this Amendment, nor shall AJB’s agreement to accept the New Note, be deemed or construed in any manner as a waiver by AJB of any claims, Proceedings, defaults, Events of Default, breaches or misrepresentations by Company under the February 2022 Purchase Agreement, February 2022 Note, May 2022 Purchase Agreement, the May 2022 Note, the February 2023 Purchase Agreement, the February 2023 Note, the April 2024 Purchase Agreement, the April 2024 Note, the May 2024 Purchase Agreement, the May 2024 Note, the August 2024 Purchase Agreement, the August 2024 Note, or any other Transaction Documents (as defined in the February 2022 Purchase Agreement, the May 2022 Purchase Agreement, the February 2023 Purchase Agreement, the May 2024 Purchase Agreement, and the August 2024 Purchase Agreement), or any of Holder’s rights or remedies in connection therewith.
6. Not a Novation. This Amendment is a modification of the Security Agreements only and not a novation.
7. Effect on Agreement and Transaction Documents. Except as expressly amended by this Amendment, all of the terms and provisions of the Security Agreements and the Transaction Documents shall remain and continue in full force and effect after the execution of this Amendment, are hereby ratified and confirmed, and incorporated herein by this reference.
8. Execution. This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Amendment. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf’ signature page was an original thereof.
[Signatures on the following page]
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.
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AJB CAPITAL INVESTMENTS, LLC |
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By: |
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Name: |
Xxx Xxxxxx |
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Title: |
Partner |
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By: |
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Name: |
Xxxxx X. Xxxxx |
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Title: |
Chief Executive Officer |
