SECURED CONVERTIBLE NOTE DUE JUNE 23, 2017Reign Sapphire Corp • December 24th, 2015 • Retail-jewelry stores • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of REIGN SAPPHIRE CORPORATION, a Delaware corporation, (the “Borrower”), having its principal place of business at 9465 Wilshire Boulevard, Beverly Hills, CA 90212, due June 23, 2017 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
COMMON STOCK PURCHASE WARRANT REIGN SAPPHIRE CORPORATIONReign Sapphire Corp • December 24th, 2015 • Retail-jewelry stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____, 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 six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Trading Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from REIGN SAPPHIRE CORPORATION, a Delaware corporation (the “Company”), up to _____ 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 24th, 2015 • Reign Sapphire Corp • Retail-jewelry stores • New York
This SECURITY AGREEMENT, dated as of December 23, 2015 (this “Agreement”), is among Reign Sapphire Corporation, a Delaware corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors”), Alpha Capital Anstalt, as collateral agent (the “Collateral Agent”) and the holders of the Company’s Secured Convertible Notes issued at or about December 23, 2015, in the original aggregate principal amount of $862,500 and such other of the Company’s secured Convertible Notes which may be issued in the future pursuant to the Securities Purchase Agreement (collectively, the “Notes”) (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 24th, 2015 • Reign Sapphire Corp • Retail-jewelry stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2015, between Reign Sapphire Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • December 24th, 2015 • Reign Sapphire Corp • Retail-jewelry stores • New York
This GUARANTOR SECURITY AGREEMENT, dated as of December 23, 2015 (this “Agreement”), is among Australian Sapphire Corporation, a California corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors”), Alpha Capital Anstalt, as collateral agent (the “Collateral Agent”) and the holders of Secured Convertible Notes issued by Reign Sapphire Corporation (“Reign”), a Delaware corporation, at or about December 23, 2015, in the original aggregate principal amount of $862,500 and such other of Reign’s secured Convertible Notes which may be issued in the future pursuant to the Securities Purchase Agreement (collectively, the “Notes”) (collectively, the “Secured Parties”).
PERSONAL GUARANTYPersonal Guaranty • December 24th, 2015 • Reign Sapphire Corp • Retail-jewelry stores • New York
CORPORATE GUARANTYCorporate Guaranty • December 24th, 2015 • Reign Sapphire Corp • Retail-jewelry stores • New York
