June 17, 2015 Mr. Brendan Macpherson Chief Executive Officer Banjo & Matilda Inc.Banjo & Matilda, Inc. • June 22nd, 2015 • Retail-miscellaneous shopping goods stores • New York
SECURITY AGREEMENTSecurity Agreement • June 22nd, 2015 • Banjo & Matilda, Inc. • Retail-miscellaneous shopping goods stores • Nevada
THIS SECURITY AGREEMENT, dated as of June 17, 2015, by and among each of the entities identified on the signature page hereto under the heading “Grantors” (each a “Grantor” and, collectively, the “Grantors”) and FOREFRONT INCOME TRUST (the “Secured Party”).
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION...Banjo & Matilda, Inc. • June 22nd, 2015 • Retail-miscellaneous shopping goods stores
THIS CERTIFIES that, for value received, FOREFRONT PARTNERS, LLC, a Delaware limited liability company, or registered assigns (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time prior to the close of business on June 17, 2020 (the “Expiration Date”), but not thereafter, to subscribe for and purchase from Banjo & Matilda, Inc., a Nevada corporation (the “Company”), up to six million (6,000,000) shares (the “Warrant Shares”) of the common stock, par value $0.00001, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be eight cents ($0.08). The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 22nd, 2015 • Banjo & Matilda, Inc. • Retail-miscellaneous shopping goods stores • Nevada
This NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of June 17, 2015, by and among BANJO & MATILDA, INC., a Nevada corporation, with headquarters located at 76 William Street, Paddington, NSW 2021, Australia (the “Company”), BANJO & MATILDA (USA), INC., a Delaware corporation (the “US Subsidiary”) and FOREFRONT INCOME TRUST, a Delaware Statutory Trust with its address at 7 Times Sq., 37th Floor, New York, New York 10036 (the “Buyer”).
