10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE APRIL 14, 2026Convertible Security Agreement • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations • New York
THIS 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Secured Convertible Debentures of INCANNEX HEALTHCARE INC., a Delaware corporation (together with its successors and assigns, the “Company”), whose registered office is at Suite 105, 8 Century Circuit, Norwest, NSW 2153, Australia, designated as its 10% Original Issue Discount Secured Convertible Debenture due April 14, 2026 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations
This SECURITY AGREEMENT, dated as of October 14, 2024 (this “Agreement”), is among Incannex Healthcare Inc., a Delaware corporation (the “Company”), all of the Significant Subsidiaries of the Company as such term is defined in the Purchase Agreement (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holder of the Company’s 10% original issue discount secured convertible debentures (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT INCANNEX HEALTHCARE INC.Security Agreement • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the convertible debenture in the principal amount of $3,333,333.00 to the Holder (as defined below) of even date) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Debenture”), ARENA SPECIAL OPPORTUNITIES (OFFSHORE) MASTER II LP, a Cayman Island 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 until 5:00 p.m. (New York City time) on October 11, 2029, to purchase from INCANNEX HEALTHCARE INC., a Delaware corporation (the “Company”), 438,597 shares of Common Stock (the “Common Stock”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per s
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2024, by and between INCANNEX HEALTHCARE INC., a Delaware corporation (the “Company”), and those certain investors identified on the signature page hereto (together with it permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Securities Purchase Agreement by and between the Company and the Investors, dated as of September 6, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
PATENT SECURITY AGREEMENTPatent Security Agreement • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations
THIS PATENT SECURITY AGREEMENT (the “Agreement”) made as of this 14th day of October, 2024, by Incannex Healthcare Pty Ltd, an Australian proprietary limited company (previously Incannex Healthcare Limited) (“Grantor”), in favor of each grantee identified on the signature page hereto (herein, “Grantees”):
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations
THIS TRADEMARK SECURITY AGREEMENT (the “Agreement”) made as of this 14th day of October, 2024, by Incannex Healthcare Pty Ltd (previously Incannex Healthcare Limited), an Australian proprietary limited company (“Grantor”), in favor of each grantee identified on the signature page hereto (herein, “Grantees”):
GUARANTEEGuarantee • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations • New York
GUARANTEE (the “Guarantee”), dated as of October 14, 2024, by the Guarantors (as defined below) in favor of the Purchasers (as defined below).
