SECURED CONVERTIBLE NOTE DUE NOVEMBER __, 2019XpresSpa Group, Inc. • May 15th, 2018 • Services-personal services • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of XPRESSPA GROUP, INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 780 Third Avenue, 12th Floor, New York, NY 10017, due November__, 2019 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2018 • XpresSpa Group, Inc. • Services-personal services • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 15, 2018, by and among XpresSpa Group, Inc., a Delaware corporation, with headquarters located at 780 Third Avenue, 12th Floor, New York, NY 10017 (the "Company"), and the investors listed on the Schedule of Purchasers attached hereto (each, a "Purchaser" and collectively, the "Purchasers").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2018 • XpresSpa Group, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 15, 2018, between XpresSpa Group, Inc., a Delaware corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • May 15th, 2018 • XpresSpa Group, Inc. • Services-personal services • New York
This SECURITY AGREEMENT, dated as of May __, 2018 (this “Agreement”), is among XpresSpa Holdings, LLC, a Delaware limited liability company (the “Company”), each of the undersigned direct and indirect Subsidiaries of the Company and any Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors”), Alpha Capital Anstalt, as collateral agent (the “Collateral Agent”) for the holders of XpresSpa Group, Inc.’s Secured Convertible Notes issued at or about May ___, 2018, in the original aggregate principal amount of up to $4,550,000 and such other of the Company’s secured convertible notes, in favor of the Secured Parties (as defined below), which may be issued in the future (collectively, the “Notes”) (collectively, the “Secured Parties”).
FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • May 15th, 2018 • XpresSpa Group, Inc. • Services-personal services • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND CONDITIONAL WAIVER (this “Amendment”) is made as of the 8th day of August, 2016, by and between XPRESSPA HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”) and ROCKMORE INVESTMENT MASTER FUND LTD. (the “Lender”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 15th, 2018 • XpresSpa Group, Inc. • Services-personal services • New York
This Third Amendment to Credit Agreement (the “Third Amendment”) is made as of the 11th day of May, 2018 (“Effective Date”) by and between XpresSpa Holdings, LLC, a Delaware limited liability company (the “Borrower”) and B3D, LLC (the “Lender”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 15th, 2018 • XpresSpa Group, Inc. • Services-personal services • New York
This Second Amendment to Credit Agreement (the “Second Amendment”) is made as of the 10th day of May, 2017 (“Effective Date”) by and between XpresSpa Holdings, LLC, a Delaware limited liability company (the “Borrower”) and B3D, LLC (the “Lender”).
CREDIT AGREEMENT by and between XPRESSPA HOLDINGS, LLC and ROCKMORE INVESTMENT MASTER FUND LTD. Dated as of April 22, 2015Credit Agreement • May 15th, 2018 • XpresSpa Group, Inc. • Services-personal services • New York
CREDIT AGREEMENT, dated as of April 22, 2015, by and between XPRESSPA HOLDINGS, LLC, a Delaware limited liability company (the “Borrower’) and ROCKMORE INVESTMENT MASTER FUND LTD. (the “Lender”).
SUPPLEMENTSupplement • May 15th, 2018 • XpresSpa Group, Inc. • Services-personal services
SUPPLEMENT NO. 1 dated as of May 18, 2015, to the SECURITY AGREEMENT, dated as of April 22, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the "Security Agreement"), between XPRESSPA HOLDINGS, LLC, a Delaware limited liability company (the "Borrower"), each of the Affiliates and Subsidiaries of the Borrower from time to time party thereto (each such Affiliate and Subsidiary, individually, a "Guarantor" and, collectively, the "Guarantors"; the Guarantors and the Borrower are referred to herein individually as a "Grantor" and collectively as the "Grantors") and ROCKMORE INVESTMENT MASTER FUND LTD. (the "Lender").
SUPPLEMENT TO SECURITY AGREEMENTSupplement to Security Agreement • May 15th, 2018 • XpresSpa Group, Inc. • Services-personal services
SUPPLEMENT NO. 2 dated as of December 20, 2017, to the SECURITY AGREEMENT, dated as of April 22, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the "Security Agreement"), between XPRESSPA HOLDINGS, LLC, a Delaware limited liability company (the "Borrower"), each of the Affiliates and Subsidiaries of the Borrower from time to time party thereto (each such Affiliate and Subsidiary, individually, a "Guarantor" and, collectively, the "Guarantors"; the Guarantors and the Borrower are referred to herein individually as a "Grantor" and collectively as the "Grantors") and ROCKMORE INVESTMENT MASTER FUND LTD. (the "Lender").
SECURITY AGREEMENTSecurity Agreement • May 15th, 2018 • XpresSpa Group, Inc. • Services-personal services • New York
SECURITY AGREEMENT, dated as of April 22, 2015, among XPRESSPA HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), each of the Affiliates and Subsidiaries of the Borrower from time to time party hereto (each such Affiliate and Subsidiary, individually, a “Guarantor” and, collectively, the “Guarantors”; the Guarantors and the Borrower are referred to herein individually as a “Grantor” and collectively as the “Grantors”) and ROCKMORE INVESTMENT MASTER FUND LTD. (the “Lender”).
