CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • August 26th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of August 26, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and BRAND ENGAGEMENT NETWORK INC., a company incorporated under the laws of the State of Delaware (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 26th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 26, 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).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 26th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • New York
This WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of August 26, 2024 (the “Effective Date”), by and between Brand Engagement Network Inc., a Delaware corporation (the “Company”), and each warrantholder identified on the signature pages hereto (each, including its successors and assigns, a “Warrantholder” and collectively the “Warrantholders”). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Purchase Agreement (defined below).
SHARE ASSIGNMENT AND LOCKUP RELEASE AGREEMENTShare Assignment and Lockup Release Agreement • August 26th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
This ASSIGNMENT AND LOCKUP RELEASE AGREEMENT (this “Agreement”) is made and entered into this 26th day of August, 2024 (the “Effective Date”), by and among certain of the former members of DHC Sponsor, LLC, a Delaware limited liability company and certain other existing stockholders and affiliates of the Company listed on Exhibit A hereto (the “Sponsor Members” and each a “Sponsor Member”), the purchaser parties listed on Exhibit B hereto and (the “Purchaser Parties” and each a “Purchaser”), solely with respect to paragraphs 2, 3, 4 and 7 hereof, Brand Engagement Network, Inc., a Delaware corporation (the “Company”).
LETTER AGREEMENTShare Assignment and Lockup Release Agreement • August 26th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
Re: Share Assignment and Lockup Release Agreement (the “Assignment Agreement”), dated August 26, 2024, by and among certain of the former members of DHC Sponsor, LLC, a Delaware limited liability company and certain other existing stockholders and affiliates of the Company listed on Exhibit A thereto (the “Sponsor Members” and each a “Sponsor Member”), the purchaser parties listed on Exhibit B thereto and (the “Purchaser Parties” and each a “Purchaser”), solely with respect to paragraphs 2, 3, 4 and 7 thereof, Brand Entertainment Network, Inc., a Delaware corporation (the “Company”).
