SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 12, 2024 (the “Execution Date”), between HUB Cyber Security Ltd., an Israeli company (the “Company”), and the investors identified on the signature pages hereto (each a “Buyer” and, collectively, the “Buyers”).
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT, WARRANTS AND NOTESSecurities Purchase Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This Amendment (this “Amendment”) to that certain (i) Securities Purchase Agreement, dated as of March 12, 2024 (as amended on April 3, 2024, the “Securities Purchase Agreement”), by and between HUB Cyber Security Ltd., an Israeli company (the “Company”), and Tamas Gottdiener (the “Buyer”); (ii) the Convertible Notes issued by the Company to the Buyer on March 12, 2024 and on April 3, 2024 (the “Outstanding Notes”); and (iii) the Warrants to Purchase Ordinary Shares issued by the Company to the Buyer on March 12, 2024 and on April 3, 2024 (the “Outstanding Warrants”), in each case, is hereby made and entered into as of June 26, 2024. Capitalized terms used but not defined herein shall have the meanings given to them in the Securities Purchase Agreement.
THIRD AMENDMENT TO CONVERTIBLE LOAN AGREEMENTSConvertible Loan Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This Third Amendment (this “Amendment”) to those certain Convertible Loan Agreements, dated as of February 23, 2023 (the “First Convertible Loan Agreement”), June 11, 2023 (the “Second Convertible Loan Agreement”) and July 7, 2023 (the “Third Convertible Loan Agreement”, and together with the First Convertible Loan Agreement, the Second Convertible Loan Agreement, the first amendment of March 31, 2024 (the “First Amendment”) and the second amendment of April 18, 2024 (the “Second Amendment”), the “Convertible Loan Agreements”), by and among HUB Cyber Security Ltd., a company organized under the laws of the State of lsrael (the “Company”), the original lender, Shayna LP, a hedge fund registered in the Cayman Islands (“Shayna”), and Akina Holding Limited (the “Lender”) to which all of Shayna’s rights under the Convertible Loan Agreements, with the exception of consulting and brokerage fee under section 5 of the Third Loan Agreement, were sold to, is made and as of May 09, 2024 (the “Effe
Share Purchase Agreement From the 3rd day of the 4th month in 2024Share Purchase Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
Whereas Seller 1 declares that it owns 100 ordinary shares of NIS 1, which constitute approximately 26.74% of the issued and paid-up share capital of the Company in full dilution (hereinafter: “Seller 1’s shares”);
FIRST AMENDMENT TO CONVERTIBLE LOAN AGREEMENTSConvertible Loan Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This First Amendment (this “Amendment”) to those certain Convertible Loan Agreements, dated as of February 23, 2023 (the “First Convertible Loan Agreement”), June 11, 2023 (the “Second Convertible Loan Agreement”) and July 7, 2023 (the “Third Convertible Loan Agreement”, and together with the First Convertible Loan Agreement and the Second Convertible Loan Agreement: the “Convertible Loan Agreements”), by and among HUB Cyber Security Ltd., a company organized under the laws of the State ofisrael (the “Company”), the original lender, Shayna LP, a hedge fund registered in the Cayman Islands (“Shayna”), and Akina Holding Limited (the “Lender”) to which all of Shayna’s rights under the Convertible Loan Agreements, with the exception of consulting and brokerage fee under section 5 of the Third Loan Agreement, were sold to, is made and as of March 31, 2024 (the “Signing Date”), but will only enter into effect upon its approval by the Board of Directors of the Company (the “Effective Date”) b
ContractDebt Settlement Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly disclosed
SECOND AMENDMENT TO CONVERTIBLE LOAN AGREEMENTSConvertible Loan Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This Second Amendment (this “Amendment”) to those certain Convertible Loan Agreements, dated as of February 23, 2023 (the “First Convertible Loan Agreement”), June 11, 2023 (the “Second Convertible Loan Agreement”) and July 7, 2023 (the “Third Convertible Loan Agreement”, and together with the First Convertible Loan Agreement and the Second Convertible Loan Agreement, as amended on March 31, 2024, the “Convertible Loan Agreements”), by and among HUB Cyber Security Ltd., a company organized under the laws of the State ofisrael (the “Company”), the original lender, Shayna LP, a hedge fund registered in the Cayman Islands (“Shayna”), and Alcina Holding Limited (the “Lender”) to which all of Shayna’s rights under the Convertible Loan Agreements, with the exception of consulting and brokerage fee under section 5 of the Third Loan Agreement, were sold to, is made and as of April 18, 2024 (the “Effective Date”) by and among the Company, Shayna and the Lender (collectively the “Parties”). Capi
AMENDMENT TO SECURITIES PURCHASE AGREEMENT, WARRANT, AND NOTESecurities Purchase Agreement, Warrant, and Note • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This Amendment (this “Amendment”) to that certain (i) Securities Purchase Agreement, dated as of March 12, 2024 (the “Securities Purchase Agreement”), by and between HUB Cyber Security Ltd., an Israeli company (the “Company”), and Tamas Gottdiener (the “Buyer”); (ii) the Warrant to Purchase Ordinary Shares, issued by the Company to the Buyer on March 12, 2024 (the “First Warrant”) and (iii) the Secured Convertible Note, issued by the Company to the Buyer on March 12, 2024 (the “Note”), in each case, is hereby made and entered into as of April 3, 2024. Capitalized terms used but not defined herein shall have the meanings given to them in the Securities Purchase Agreement.
FIRST AMENDMENT TO CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This First Amendment (this “Amendment”) to that certain Convertible Loan Agreement, dated as of July 9, 2023 (as amended and in effect from time to time, including by this Amendment, the “Loan Agreement”), by and between HUB Cyber Security Ltd., a company organized under the laws of the State of Israel (the “Company”), and Shayna LP, a hedge fund registered in the Cayman Islands (the “Lender”), is made and entered into as of August 17, 2023, by and between the Company and the Lender. Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2024 • Hub Cyber Security Ltd. • Computer communications equipment
This LOAN AND SECURITY AGREEMENT (as amended, restated, amended and restated, modified or otherwise supplemented from time to time this “Agreement”) is dated as of December 4, 2023 (the “Effective Date”) among Hub Cyber Security Ltd., an Israeli company (“Lender”) and Blackswan Technologies, Inc., a Delaware corporation (“Borrower”), and provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 8. Lender and Borrower agree as follows:
