SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2024, between Brand Engagement Network 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” identified on the signature page hereto.
BRAND ENGAGEMENT NETWORK INC.Agreement to Exercise Warrants • May 29th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
You, severally and not jointly, (“Holder”, “you” or similar terminology) hereby agree with Brand Engagement Network Inc. (the “Company”) to, as a backstop to the Company’s intention to raise an additional $3,250,000 in equity or debt financing by the end of December 2024, subject to and to the extent the Exercise Condition has not been met (as defined below), exercise for cash, warrants issued or to be issued to you under that certain Securities Purchase Agreement executed by you and the Company as of the date hereof (the “Securities Purchase Agreement”), with an exercise price of $2.50 per share (the “Existing Warrants”) and, upon such exercise, in consideration for each Existing Warrant so exercised, the Company shall issue you one new One-Year Warrant and one new Five-Year Warrant (each as defined in the Securities Purchase Agreement) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Capitalized terms not otherwise defined herein sha
