SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 28th, 2023 • BitNile Metaverse, Inc. • Crude petroleum & natural gas • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 27, 2023, is by and among BitNile Metaverse, Inc., a Nevada corporation with offices located at 303 Pearl Parkway, Suite 200, San Antonio, TX 78215 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2023 • BitNile Metaverse, Inc. • Crude petroleum & natural gas
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 27, 2023, is by and among BitNile Metaverse, Inc., a Nevada corporation with offices located at 303 Pearl Parkway, Suite 200, San Antonio, TX 78215 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • April 28th, 2023 • BitNile Metaverse, Inc. • Crude petroleum & natural gas • Nevada
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of April 27, 2023 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall sell, and the Buyers shall purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
VOTING AGREEMENTVoting Agreement • April 28th, 2023 • BitNile Metaverse, Inc. • Crude petroleum & natural gas • Nevada
VOTING AGREEMENT, dated as of April 27, 2023 (this “Agreement”), by and between BitNile Metaverse, Inc., a Delaware corporation with offices located at 303 Pearl Parkway Suite 200, San Antonio, TX 78215 (the “Company”) and the stockholders whose names appear on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
GUARANTYGuaranty • April 28th, 2023 • BitNile Metaverse, Inc. • Crude petroleum & natural gas • Nevada
GUARANTY, dated as of April 27, 2023 (this “Guaranty”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Arena Investors, LP, in its capacity as collateral agent under the Purchase Agreement (defined below) (the “Collateral Agent”) for itself and the purchasers signatory (the Collateral Agent together with such purchasers and their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between BitNile Metaverse, Inc., a Nevada corporation (the “Company”) and the Purchasers (the “Purchase Agreement”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • April 28th, 2023 • BitNile Metaverse, Inc. • Crude petroleum & natural gas • Nevada
This SUBSIDIARY GUARANTY, dated as of April 27, 2023 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Arena Investors, LP, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
BITNILE METAVERSE, INC. San Antonio, TXLock-Up Agreement • April 28th, 2023 • BitNile Metaverse, Inc. • Crude petroleum & natural gas
This Lock-Up Agreement is being delivered to you in connection with that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of April 27, 2023 by and among BitNile Metaverse, Inc., a Delaware corporation (the “Company”) and the investors party thereto (the “Buyers”), with respect to the issuance of certain Securities (as defined in the Purchase Agreement) in connection therewith (capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement), pursuant to which the Company is issuing to the Buyers (i) senior secured convertible notes (the “Notes”), which are convertible into shares of common stock of the Company, $0.001 par value per share (the “Common Stock”), and (ii) warrants (the “Warrants”), which are exercisable for shares of Common Stock.
