SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 26th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances) • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 23, 2023, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT AVALON GLOBOCARE CORP.Common Stock Purchase Warrant • May 26th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances) • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $1,500,000.00 to the Holder (as defined below) of even date) (the “Note”), Mast Hill Fund, L.P., a Delaware limited partnership (including any permitted and registered 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 of issuance hereof, to purchase from AVALON GLOBOCARE CORP., a Delaware corporation (the “Company”), 125,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated May 23, 2023, by and among the Company
SECURITY AGREEMENTSecurity Agreement • May 26th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances)
This SECURITY AGREEMENT, dated as of May 23, 2023 (this “Agreement”), is among Avalon Globocare Corp., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, transferees and assigns, the “Secured Parties”).
GUARANTYAvalon GloboCare Corp. • May 26th, 2023 • Biological products, (no disgnostic substances)
HAZARDOUS MATERIAL GUARANTY AND INDEMNIFICATION AGREEMENTGuaranty and Indemnification Agreement • May 26th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances)
WHEREAS S&P Principal LLC (hereinafter referred to as “Lender”) has agreed to make a mortgage loan to Avalon RT9 Properties, LLC with an address at 4400 Route 9, Freehold, New Jersey 07728 (hereinafter referred to as the “Borrower”) in the principal sum of ONE MILLION DOLLARS & 00/100 ($1,000,000.00) Dollars (hereinafter referred to as the “Loan”), which Loan will be (a) evidenced by and payable in accordance with the provisions of the Note, and (b) secured by the Mortgage, each as defined in Exhibit A hereto; and
SECOND MORTGAGE AND SECURITY AGREEMENTMortgage and Security Agreement • May 26th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances)
having its office and principal place of business at 1460 Shoreline Way, Hollywood, Florida 33019, hereinafter designated as the MORTGAGEE.
