SECURITY AGREEMENTSecurity Agreement • November 18th, 2022 • Sonic Foundry Inc • Radio & tv broadcasting & communications equipment • Wisconsin
THIS SECURITY AGREEMENT, dated as of November 16, 2022 (as amended, restated, supplemented and/or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and between SONIC FOUNDRY, INC., a Maryland corporation whose address is 222 W. Washington Avenue, Madison, WI 53703, U.S.A. (the “Grantor”), in favor of MARK BURISH, whose address is C/O Hurley Burish, S.C. 33 E Main St Suite 400, Madison, WI 53701 (the “Secured Party”).
ContractWarrant Agreement • November 18th, 2022 • Sonic Foundry Inc • Radio & tv broadcasting & communications equipment • Wisconsin
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED, 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 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, OR TRANSFER, ASSIGNMENT, PLEDGE, OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LOAN AND SECURITY AGREEMENT Dated as of November 16, 2022Loan and Security Agreement • November 18th, 2022 • Sonic Foundry Inc • Radio & tv broadcasting & communications equipment • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and among NELTJEBERG BAY ENTERPRISES LLC, a limited liability company organized under the laws of the United States Virgin Islands (“NBE”), whose address is 8268 Crown Bay Center, 161A Subbase, Building 02-01, St. Thomas, Virgin Islands 00802, U.S.A., and SONIC FOUNDRY, INC., a Maryland corporation (“Borrower”), whose chief executive offices are located at 222 West Washington Avenue, Madison, Wisconsin 53703, U.S.A. (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) being signed by the parties concurrently with the execution and delivery of this Agreement is an integral part of this Agreement. Definitions of certain terms used in this Agreement are set forth in Section 7 hereof.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 18th, 2022 • Sonic Foundry Inc • Radio & tv broadcasting & communications equipment • Wisconsin
The undersigned understands that Sonic Foundry Inc., a corporation organized under the laws of Maryland (the “Company”), is offering $1,200,000 of its common stock, par value $.01 per share at a price equal to the preceding five day average closing bid price of Sonic Foundry, Inc common stock on the day of closing, $1.02, yielding 1,176,471 shares, along with warrants to purchase 511,765 shares of its common stock (such shares and warrants, collectively, the “Securities”) in a private placement. The undersigned further understands that the offering is being made without registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), or any securities law of any state of the United States (collectively referred to as the “State Securities Laws”) or of any other jurisdiction, and is being made only to “accredited investors” (as defined in Rule 501 of Regulation D under the Securities Act).
