REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2021 • PhoneBrasil International Inc • Blank checks
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
SECURED CONVERTIBLE PROMISSORY NOTE DUE ____________, 2023Convertible Security Agreement • October 12th, 2021 • PhoneBrasil International Inc • Blank checks • New York
THIS SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of PhoneBrasil International, Inc., a New Jersey corporation (the “Company” or the “Borrower”), having its principal place of business at 21 Omaha Street, Dumont, NJ 07628, designated as its Convertible Promissory Note due __________, 2023 (the “Note”).
SECURITY AGREEMENTSecurity Agreement • October 12th, 2021 • PhoneBrasil International Inc • Blank checks • New York
This SECURITY AGREEMENT, dated as of __________, 2021 (this “Agreement”), is by and among PhoneBrasil International, Inc., a New Jersey corporation (the “Company”), the Subsidiaries of the Company set forth on the signature pages hereto or that become party hereto following the date hereof (such subsidiaries, the “Subsidiaries” and, together with the Company, the “Debtors”), the Secured Parties (as defined below) and Westpark Capital Inc., as agent for the Secured Parties (as defined below) (in such capacity, together with its successors and assigns in such capacity, the “Agent”).
COMMON STOCK PURCHASE WARRANT PHONEBRASIL INTERNATIONAL, INC.Common Stock Purchase Warrant • October 12th, 2021 • PhoneBrasil International Inc • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “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 _________, 2021 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on ____________, 2026 (the “Termination Date) but not thereafter, to subscribe for and purchase from PhoneBrasil International, Inc., a New Jersey corporation (the “Company”), up to ____________ 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 12th, 2021 • PhoneBrasil International Inc • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of ____________, 2021, by and among PhoneBrasil International, Inc., a New Jersey corporation (the “Company”) and the purchasers from time to time party hereto as “Purchasers” (together with their respective successors and assigns, each, a “Purchaser” and collectively, the “Purchasers”).
GUARANTY AGREEMENTGuaranty Agreement • October 12th, 2021 • PhoneBrasil International Inc • Blank checks • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is entered into as of __________, 2021 by and among each of the parties identified as a Guarantor on the signature pages hereto (each, a “Guarantor”, and collectively, the “Guarantors”), in favor of the Purchasers from time to time party to the Securities Purchase Agreement (as defined below) (together with their respective successors and assigns, including, any future holder of the Notes (as defined below), the “Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Securities Purchase Agreement (as defined below).
