ContractAERWINS Technologies Inc. • April 13th, 2023 • Aircraft • Delaware
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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 13th, 2023 • AERWINS Technologies Inc. • Aircraft • Delaware
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of April 12, 2023 (the “Effective Date”), by and between AERWINS Technologies Inc., a Delaware corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”). The Company and the Investor may be referred to herein individually as a “Party” and collectively as the “Parties”.
GUARANTYGuaranty • April 13th, 2023 • AERWINS Technologies Inc. • Aircraft • New York
GUARANTY (the “Guaranty”), dated as of April 12, 2023, by AERWINS, INC., a Delaware corporation (the “Guarantor”), in favor of LIND GLOBAL FUND II LP (the “Lender”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 13th, 2023 • AERWINS Technologies Inc. • Aircraft
This PLEDGE AGREEMENT (this “Agreement”) is made as of April 12, 2023, by and between AERWINS Technologies Inc., a Delaware corporation (the “Company”), and LIND GLOBAL FUND II LP (the “Secured Party”).
ContractAERWINS Technologies Inc. • April 13th, 2023 • Aircraft
THIS WARRANT 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.
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • April 13th, 2023 • AERWINS Technologies Inc. • Aircraft
GUARANTOR SECURITY AGREEMENT (this “Agreement”), dated as of April 12, 2023, by and between AERWINS, INC., a Delaware corporation (the “Company”), and LIND GLOBAL FUND II LP (the “Secured Party”).
SECURITY AGREEMENTSecurity Agreement • April 13th, 2023 • AERWINS Technologies Inc. • Aircraft
SECURITY AGREEMENT (this “Agreement”), dated as of April 12, 2023, by and between AERWINS TECHNOLOGIES INC., a Delaware corporation (the “Company”), and LIND GLOBAL FUND II LP (the “Secured Party”).
