COMMON STOCK PURCHASE WARRANT dih holding us, inc.Common Stock Purchase Warrant • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Five Narrow Lane, L.P. 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 7, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from DIH Holding US, Inc., a Delaware corporation (the “Company”), up to 330,000 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Holder (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of June 6, 2024, between DIH Holding US, 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, if more than one Purchaser, the “Purchasers”).
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE december 7, 2025Convertible Security Agreement • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of DIH Holding US, Inc., a Delaware corporation (the “Company”), having its principal place of business at 77 Accord Park Drive, Suite D-1, Norwell, MA 02061, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due December 7, 2025 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus
This SECURITY AGREEMENT, dated as of June 6, 2024 (this “Agreement”), is among DIH Holding US, 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 8% Secured Original Issue Discount Convertible Debentures due 18 months following their issuance, in the original aggregate principal amount of $3,300,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”). Defined terms not otherwise defined in this Agreement shall have the meaning provided to them in the Purchase Agreement (as defined in the Debentures).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus • Delaware
SUBSIDIARY GUARANTEE, dated as of June 6, 2024 (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 purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between DIH Holding US, Inc., a Delaware corporation (the “Company”) and the Purchasers.
LOCK-UP AGREEMENTLock-Up Agreement • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus
Re: Private Placement of Debentures by DIH Holding US, Inc. (the “Company”) pursuant to Securities Purchase Agreement dated on or about June 6, 2024
Deposit Account Control Agreement (Blocked)Deposit Account Control Agreement • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
This Deposit Account Control Agreement (this “Agreement”), dated as of June __, 2024 (the “Effective Date”), is entered into by and among DIH US Holding, Inc., a Delaware corporation (“Depositor”), Five Narrow Lane L.P., a Delaware limited partnership, as secured party or collateral agent thereof (“Secured Party”), and Customers Bank, a Pennsylvania state-chartered bank (“Bank”).
