SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 2nd, 2022 • Zerify, Inc. • Services-prepackaged software • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of October 26, 2022, and is being made by and between ZERIFY, INC., a Wyoming corporation (the “Company”) and the buyer identified on the signature page hereto (the “Buyer”).
COMMON STOCK PURCHASE WARRANT Zerify, inc.Zerify, Inc. • November 2nd, 2022 • Services-prepackaged software • Wyoming
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Walleye Opportunities Master Fund Ltd., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 21, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 21, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zerify, Inc., a Wyoming corporation (the “Company”), up to 50,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • November 2nd, 2022 • Zerify, Inc. • Services-prepackaged software • Delaware
This SECURITY AGREEMENT, dated as of October [24], 2022 (this “Agreement”), is among ZERIFY, INC., a Wyoming corporation (together with its successors and assigns, the “Company”), BLOCKSAFE TECHNOLOGIES, INC., a Wyoming corporation (together with its successors and assigns, “BlockSafe”) and CYBERSECURITY RISK SOLUTIONS LLC, a New Jersey limited liability company (together with its successors and assigns, “CRS” and together with BlockSafe, the “Subsidiaries”) (the Company and the Subsidiaries, together with any other debtor parties joined hereto from time to time as provided herein, collectively, the “Debtors”, and each individually, a “Debtor”), and WALLEYE OPPORTUNITIES MASTER FUND LTD, a Cayman Islands company (together with its successors and assigns, the “Secured Party”), as the holder of that certain Promissory Note, dated as of the date hereof, issued by the Company in the original aggregate principal amount of $1,000,000 on the date hereof (the “Debenture”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 2nd, 2022 • Zerify, Inc. • Services-prepackaged software • Delaware
SUBSIDIARY GUARANTEE, dated as of October 21, 2022 (this “Guarantee”), 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 the purchaser signatory (together with its permitted assigns, the “Buyer”) to that certain Securities Purchase Agreement, dated as of the date hereof, by and among ZERIFY, INC., a Wyoming corporation (together with its successors and assigns, the “Company”), and the Buyer party thereto (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
