SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2022 • BitNile Holdings, Inc. • Electronic components, nec • New York
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of December 29, 2021, by and among BitNile Holdings, Inc., a Delaware corporation (and, unless the context requires otherwise, collectively with the “Subsidiaries” referred to below, the “Company”), and each investor indentified on the signature page hereto (each, including its successors and assigns, the “Investor”).
GUARANTYGuaranty • January 3rd, 2022 • BitNile Holdings, Inc. • Electronic components, nec • New York
This GUARANTY dated as of December [___], 2021 (as amended, supplemented or otherwise modified from time to time, this “Guaranty”) is made by the undersigned (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder, each a “Guarantor”, and collectively, the “Guarantors”), in favor of the Agent (as defined below) for the benefit of the Investors (as defined below).
ContractSenior Secured Promissory Note • January 3rd, 2022 • BitNile Holdings, Inc. • Electronic components, nec • New York
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
SECURITY AGREEMENTSecurity Agreement • January 3rd, 2022 • BitNile Holdings, Inc. • Electronic components, nec • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of December 29, 2021 (this “Agreement”), is made by (i) BitNile Holdings, Inc., a Delaware corporation (the “Company” or the “Grantor”, and collectively with each subsidiary of the Company listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Secured Obligations, each a “Guarantor” and collectively, the “Guarantors” or, together with the Company, the “Grantors”) and (ii) Digital Farms Management LLC, solely for purposes of pledging its membership interests in Alliance Cloud Services, LLC, in favor of Esousa Holdings, LLC, a New York limited liability company (“Esousa”), in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity, if any, the “Collateral Agent”).
