original issue discount Senior SECURED Convertible PROMISSORY NOTEConvertible Security Agreement • July 2nd, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Original Issue Discount Senior Convertible Promissory Notes issued at a 10% original issue discount by Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2020, by and between Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTSecurity Agreement • July 2nd, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cavalry Fund I LP, 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 the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”), up to 8,571,428 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
SECURITY AGREEMENTSecurity Agreement • July 2nd, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June 30, 2020 between Innovative Payment Solutions, Inc., a Nevada corporation, (the “Company”) and all wholly-owned or majority-owned subsidiaries of the Company (together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all wholly-owned or majority-owned subsidiaries of the Company acquired after the date hereof for so long as this Agreement remains in effect, are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and Cavalry Fund I LP, a Delaware limited partnership, in its capacity as Collateral Agent for the benefit of itself and each of the Purchasers (as hereinafter defined) (each, together with its respective successors and assigns, a “Secured Party,” and collectively the “Secured Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2020 between Innovative Payment Solutions, Inc. a Nevada corporation (the “Company”) and each of the several purchasers as listed in Exhibit A of the Purchase Agreement (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
