SECURITY AGREEMENTSecurity Agreement • November 27th, 2023 • Cyber App Solutions Corp. • Services-computer programming services
This SECURITY AGREEMENT, dated as of November 21, 2023 (this “Agreement”), is among Cyber App Solutions Corp. corporation organized under the laws of Nevada (the “Company”), each Guarantor (as defined below), the holders of the Convertible Promissory Notes issued by the Company in the initial aggregate principal amount of $16,000,000.00 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”), and Kips Bay Select LP, in its capacity as Agent (as defined below).
COMMON STOCK PURCHASE WARRANT CYBER APP SOLUTIONS CORP.Common Stock Purchase Warrant • November 27th, 2023 • Cyber App Solutions Corp. • Services-computer programming services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__________], a [__________], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on [__________] (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from Cyber App Solutions Corp., a Nevada corporation (the “Company”), up to [__________] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 27th, 2023 • Cyber App Solutions Corp. • Services-computer programming services • Nevada
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of November 21, 2023, by and between Cyber App Solutions Corp., a Nevada corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).
ContractNote • November 27th, 2023 • Cyber App Solutions Corp. • Services-computer programming services • Nevada
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2023 • Cyber App Solutions Corp. • Services-computer programming services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 21, 2023, is by and among Cyber App Solutions Corp., a corporation incorporated under the laws of the State of Nevada (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
GUARANTYGuaranty • November 27th, 2023 • Cyber App Solutions Corp. • Services-computer programming services • Nevada
GUARANTY, dated as of November 21, 2023 (this “Guaranty”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the investors signatory (together with their permitted assigns, the “Investors”), to that certain Securities Purchase Agreement, dated as of the date hereof, by and among Cyber App Solutions Corp., a Nevada corporation (the “Company”), and the Investors (the “Purchase Agreement”).
