SECURITIES PURCHASE AND AMENDMENT AGREEMENTSecurities Purchase Agreement • December 23rd, 2019 • Wizard Entertainment, Inc. • Services-amusement & recreation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 10, 2019, between Wizard Entertainment, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
12% SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 30, 2021Convertible Security Agreement • December 23rd, 2019 • Wizard Entertainment, Inc. • Services-amusement & recreation services • New York
THIS 12% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12% Senior Secured Convertible Debentures of Wizard Entertainment, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 662 N. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049, designated as its 12% Senior Secured Convertible Debenture due December 30, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SERIES A COMMON STOCK PURCHASE WARRANT WIZARD ENTERTAINMENT, INC.Securities Agreement • December 23rd, 2019 • Wizard Entertainment, Inc. • Services-amusement & recreation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Barlock Capital Management LLC 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 December 1, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on December 1, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wizard Entertainment, Inc., a Delaware corporation (the “Company”), up to 6,000,000 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 • December 23rd, 2019 • Wizard Entertainment, Inc. • Services-amusement & recreation services • New York
This SECURITY AGREEMENT, dated as of December 10, 2019 (this “Agreement”), is among Wizard Entertainment, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 12% Senior Secured Convertible Debentures due two years following their issuance, in the original aggregate principal amount of $2,500,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
