SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances) • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 9, 2023, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT AVALON GLOBOCARE CORP.Security Agreement • October 13th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances) • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $350,000.00 to the Holder (as defined below) of even date) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 date of issuance hereof, to purchase from AVALON GLOBOCARE CORP., a Delaware corporation (the “Company”), 43,750 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated October 9, 2023
MORTGAGE AND SECURITY AGREEMENTMortgage and Security Agreement • October 13th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances)
THIS MORTGAGE AND SECURITY AGREEMENT (the “Mortgage”), made this 9th day of October, 2023, between Avalon Globocare Corp., a Delaware corporation having an address of 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Mortgagor”); and Mast Hill Fund, L.P., a Delaware limited partnership having an office at 48 Parker Road, Wellesley, MA 02482 (“Mast Hill”) and FirstFire Global Opportunities Fund LLC, a Delaware limited liability company having an office at 1040 First Avenue, Suite 190, New York, NY 10022 (“FirstFire”, and collectively with Mast Hill, the “Lenders”).
SECURITY AGREEMENTSecurity Agreement • October 13th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances)
This SECURITY AGREEMENT, dated as of October 9, 2023 (this “Agreement”), is among Avalon Globocare Corp., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (collectively with its endorsees, transferees and assigns, the “Secured Parties”).
