ContractConvertible Subordinated Promissory Note • August 28th, 2023 • VerifyMe, Inc. • Services-computer integrated systems design • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • August 28th, 2023 • VerifyMe, Inc. • Services-computer integrated systems design • New York
This Convertible Note Purchase Agreement, dated as of August 25, 2023 (this “Agreement”), is entered into by and among VerifyMe, Inc., a Nevada corporation (the “Company”), and the persons and entities listed on the schedule of purchasers attached hereto as Schedule I (each an “Purchaser” and, collectively, the “Purchasers”).
