ContractConvertible Security Agreement • February 8th, 2024 • JanOne Inc. • Pharmaceutical preparations • Nevada
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANIES. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
FIRST AMENDMENT TO PROMISSORY NOTEConvertible Security Agreement • February 8th, 2024 • JanOne Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO PROMISSORY NOTE (this “First Amendment”) memorializes, modifies, amends, and ratifies that certain Promissory Note, made as of May 24, 2023, of ARCA Recycling Inc., a California corporation as the “Borrower” (“ARCA”), and JanOne Inc., a Nevada corporation as the “Co-Borrower” (“JanOne”), in favor of Live Ventures Incorporated, a Nevada corporation, as the “Lender” (the “Promissory Note”). ARCA and JanOne are sometimes referred to herein, collectively, as the “Joint Obligors.” Lender, ARCA, and JanOne are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.” The “Effective Date” of this First Amendment is February [*], 2024.
