REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2023 • Liquid Media Group Ltd. • Services-prepackaged software
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”), it being understood that the terms set forth herein shall apply mutatis mutandis to any securities issued pursuant to the Purchaser’s exercise of the Additional Purchase Option (as defined in the Purchase Agreement) pursuant to Sections 4.18 and 4.20 therein.
SECURITIES PURCHASE AGREEMENT EXHIBIT LIST SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2023 • Liquid Media Group Ltd. • Services-prepackaged software • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2023, between Liquid Media Group Ltd., a corporation organized under the laws of British Columbia, Canada (the “Company”), and [●] (as defined therein) (including its successors and assigns, “Purchaser”).
COMMON STOCK PURCHASE WARRANT LIQUID MEDIA GROUP ltd.Security Agreement • February 23rd, 2023 • Liquid Media Group Ltd. • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [●], 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) the date that is five years and six months following the date hereof (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from Liquid Media Group Ltd., a corporation organized under the laws of British Columbia, Canada (the “Company”), up to 11,574,074 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The number of Warrant Shares may be adjusted as provided herein. 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).
COMMON STOCK PURCHASE WARRANTSecurity Agreement • February 23rd, 2023 • Liquid Media Group Ltd. • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder” or the “Placement Agent”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 22, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) the date that is five years and six months following the date hereof (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from Liquid Media Group Ltd., a corporation organized under the laws of British Columbia, Canada (the “Company”), (the “Company”), up to 925,926 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).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • February 23rd, 2023 • Liquid Media Group Ltd. • Services-prepackaged software • Delaware
THIS 20.0% ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is a duly authorized and validly issued 20.0% Original Issue Discount Convertible Debenture of Liquid Media Group Ltd., a corporation organized under the laws of British Columbia, Canada (the “Company”), having a place of business at #401, 750 West Pender Street, Vancouver, BC V6C 2T7 Canada, designated as its 20.0% Original Issue Discount Convertible Debenture (this debenture, this “Debenture”).
