original issue discount SENIOR Convertible PROMISSORY NOTEConvertible Security Agreement • April 22nd, 2022 • C-Bond Systems, Inc • Investors, nec
THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued at an original issue discount by C-Bond Systems, Inc., a Colorado corporation (the “Company”) (the “Note”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 22nd, 2022 • C-Bond Systems, Inc • Investors, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Mercer Street Global Opportunity Fund, LLC, 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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from C-Bond Systems, Inc., a Colorado corporation (the “Company”), up to 33,000,000 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 was issued in connection with an Exchange Agreement dated April 20, 2022 in accordance with the requirements under Section 3(a)(9) of the Securities Act.
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933. EXCHANGE AGREEMENTExchange Agreement • April 22nd, 2022 • C-Bond Systems, Inc • Investors, nec • New York
This Exchange Agreement (this “Agreement”) is entered into as of April 20, 2022 by and among Mercer Street Global Opportunity Fund, LLC, a Delaware limited liability company (“Mercer”) and C-Bond Systems, Inc., a Colorado corporation (the “Company”).
