Convertible Security Agreement Sample Contracts

CONVERTIBLE PROMISSORY NOTE DUE March 29, 2024
Convertible Security Agreement • April 3rd, 2024 • SRAX, Inc. • Services-advertising agencies • New York

THIS CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Convertible Promissory Notes of Debenture of SRAX, INC. designated as its Convertible Promissory Note due March 29, 2024 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

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8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE december 7, 2025
Convertible 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”).

CONVERTIBLE NOTE DUE January 8, 2024
Convertible Security Agreement • February 8th, 2024 • AgEagle Aerial Systems Inc. • Aircraft • New York

THIS CONVERTIBLE NOTE is issued by AgEagle Aerial Systems Inc., a Nevada corporation, (the “Borrower”), having its principal place of business at 8201 E. 34th Circle N., Wichita, Kansas 67226, email: accounting@ageagle.com, due January 8, 2024 (this note, the “Note”).

10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE APRIL 14, 2026
Convertible Security Agreement • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations • New York

THIS 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Secured Convertible Debentures of INCANNEX HEALTHCARE INC., a Delaware corporation (together with its successors and assigns, the “Company”), whose registered office is at Suite 105, 8 Century Circuit, Norwest, NSW 2153, Australia, designated as its 10% Original Issue Discount Secured Convertible Debenture due April 14, 2026 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

SECURED CONVERTIBLE NOTE DUE MAY 20, 2018
Convertible Security Agreement • June 27th, 2016 • Harrison Vickers & Waterman Inc • Services-business services, nec • New York

THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of HARRISON VICKERS AND WATERMAN INC., a Nevada corporation, (the “Borrower”), having its principal place of business at 11231 U.S. Highway 1 #201, North Palm Beach, Florida 33408, issued May 20, 2018 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

DUE APRIL 25, 2026
Convertible Security Agreement • October 31st, 2024 • Safe & Green Development Corp • Real estate • New York

THIS 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Secured Convertible Debentures of SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (together with its successors and assigns, the “Company”), whose registered office is at 100 Biscayne Blvd., #1201, Office 12, Miami, FL 33132, designated as its 10% Original Issue Discount Secured Convertible Debenture due April 25, 2026 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE SEPTEMBER 9, 2023
Convertible Security Agreement • February 28th, 2023 • Sigyn Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York

THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Convertible Debentures of SIGYN THERAPEUTICS INC., a Delaware corporation (the “Company”), having its principal place of business at Historic Decatur Drive, Suite 140, San Diego, CA. 92106, designated as its Original Issue Discount Senior Secured Debenture due May 10,2023 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE AUGUST 3, 2021
Convertible Security Agreement • July 31st, 2020 • Vaccinex, Inc. • Pharmaceutical preparations • New York

THIS 7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 7% Original Issue Discount Senior Secured Convertible Debentures of Vaccinex, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1895 Mount Hope Avenue, Rochester, New York 14620, designated as its 7% Original Issue Discount Senior Secured Convertible Debenture due August 3, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

CONVERTIBLE DEBENTURE DUE September 27, 2025
Convertible Security Agreement • October 11th, 2024 • Jayud Global Logistics LTD • Arrangement of transportation of freight & cargo • New York

THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of Jayud Global Logistics Limited, a Cayman Islands exempted company (the “Company”), having its principal place of business at Building 3, No. 7 Gangqiao Road, Li Lang Community, Nanwan Street, Longgang District, Shenzhen, People’s Republic of China, designated as its Convertible Debenture due on ___________ (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

10% SENIOR SECURED CONVERTIBLE DEBENTURE DUE MARCH 27, 2021
Convertible Security Agreement • March 16th, 2020 • Ideanomics, Inc. • Cable & other pay television services • New York

THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Debentures of Ideanomics, Inc., a Nevada corporation (the “Company”), having its principal place of business at 55 Broadway, 19th Floor, New York, New York 10006, designated as its 10% Senior Secured Convertible Debenture due March 27, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL 8, 2025
Convertible Security Agreement • October 15th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Nevada

This Secured Convertible Promissory Note is a duly authorized and validly issued Secured Convertible Promissory Note of Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), designated as its Secured Convertible Promissory Note due April 8, 2025 (this “Note”), issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of October 8, 2024, between the Company and, [PURCHASER] (together with its successors and registered assigns, the “Holder”), a company organized and existing under the laws of the State of Nevada (the “Purchase Agreement”).

Original ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE MARCH 1, 2018
Convertible Security Agreement • January 27th, 2017 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York

THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of LEGEND OIL AND GAS, LTD., a Colorado corporation (the “Company”), having its principal place of business at 555 North Point Center East, Suite 400, Alpharetta, Georgia 30022, designated as its Original Issue Discount Senior Secured Debentures due March 1, 2018 (the “Debenture” and, collectively with the other debentures of such series, if any, the “Debentures”).

12% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE NOTE
Convertible Security Agreement • January 30th, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • Arizona

THIS 12% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE NOTE is made by Inspire Veterinary Partners, Inc., a Delaware corporation (the “Company”), having its principal place of business at 2324 Valle Rio Way, Virginia Beach, Virginia 23456, (the “Note”).

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...
Convertible Security Agreement • March 12th, 2019 • IIOT-OXYS, Inc. • Services-prepackaged software • New York

THIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of IIOT-OXYS, Inc., a Nevada corporation (the “Company”), having its principal place of business at 705 Street, Cambridge, MA 02141, designated as its Senior Secured Convertible Note due March 1, 2021 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

CONVERTIBLE PROMISSORY NOTE
Convertible Security Agreement • August 14th, 2023 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses

THIS CONVERTIBLE PROMISSORY NOTE (the “Note”) is duly authorized and validly issued by Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”).

SECOND AMENDED AND RESTATED 10% CONVERTIBLE DEBENTURE DUE OCTOBER 1, 2022
Convertible Security Agreement • October 27th, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York

THIS SECOND AMENDED AND RESTATED 10% CONVERTIBLE DEBENTURE (this “Debenture”) amends and restates that certain 10% Convertible Debenture, originally dated April 7, 2021, as amended and restated on June 1, 2022, which was one of a series of duly authorized and validly issued 10% Convertible Debentures of G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), having its principal place of business at 5 Oppenheimer St., Rehovot 7670105, Israel, designated as its 10% Convertible Debenture due October 7, 2021 (this Debenture, collectively with the other debentures of such original October 2021 series, the “Debentures”).

ORIGINAL ISSUE DISCOUNT EXCHANGED SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 9, 2026
Convertible Security Agreement • February 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York

THIS ORIGINAL ISSUE DISCOUNT EXCHANGED SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of Nauticus Robotics, Inc. (f/k/a Cleantech Acquisition Corp.), a Delaware corporation (together with its successors and assigns, the “Company”), having its principal place of business at 17146 Feathercraft Lane, Suite 450 Webster, TX 77598, designated as its Original Issue Discount Exchanged Senior Secured Convertible Debenture due September 9, 2026 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”), issued in accordance with that certain Amendment and Exchange Agreement, dated as of January 30, 2024 (the “Exchange Agreement”, and the date thereof, the “Exchange Date”), by the Company in exchange for a 5% Original Issue Discount Senior Secured Convertible Debenture of the Company, originally issued on September 9, 2022, with an aggreg

8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 19, 2012
Convertible Security Agreement • April 24th, 2012 • Blue Calypso, Inc. • Services-educational services • New York

THIS 8% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of Blue Calypso, Inc., a Delaware corporation (the “Company”), having its principal place of business at 19111 North Dallas Parkway, Suite 200, Dallas, Texas 75287, designated as its 8% Senior Secured Convertible Debenture due October 19, 2012 (this debenture, this “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

SENIOR CONVERTIBLE NOTE OF PANACEA LIFE SCIENCES HOLDINGS, INC.
Convertible Security Agreement • March 4th, 2022 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products • New York

This Senior Convertible Note (including all Senior Convertible Notes issued in exchange, transfer or replacement hereof, this “Note” (the “Other Notes”) is issued pursuant to the Exchange Agreement, dated as of March 3, 2023, between the Company and the Holder. Certain capitalized terms used herein are defined in Section 26 of this Note. Capitalized terms used, but not otherwise defined herein, shall have the meaning set forth in that certain Securities Purchase Agreement dated as of November 30, 2021 between the Company and Lincoln Park Capital Fund, LLC (the “Purchase Agreement).

Contract
Convertible Security Agreement • April 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.

ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE
Convertible Security Agreement • May 19th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued at a 10% original issue discount by 60° Pharmaceuticals, Inc. (the “Company”) (the “Note”).

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ORIGINAL ISSUE CONVERTIBLE PROMISSORY NOTE
Convertible Security Agreement • March 19th, 2019 • Intelligent Buying, Inc. • Retail-computer & computer software stores • New York

THIS UNSECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued Unsecured Convertible Promissory Note (this “Note”) of INTELLIGENT BUYING, INC., a California corporation, (the “Company”), having its principal place of business at 400 Seventh Avenue, Brooklyn, NY 11215.

SERIES A-1 Exchange CONVERTIBLE NOTE
Convertible Security Agreement • April 19th, 2023 • Illinois

FOR VALUE RECEIVED, SMAAASH ENTERTAINMENT, INC., a Delaware corporation (the “Company”) promises to pay to MAXIM GROUP LLC or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $500,000 on the earlier of the closing date of the Acquisition Transaction or June 20, 2020 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is one of a series of unsecured convertible notes (excluding this Note, the “Other Notes”, and together with this Note, the “Notes”) issued in exchange (the “Exchange”) for that certain Demand Secured Promissory Note (the “Original Security”) originally issued by the Company to the Holder (as defined below) on November 20, 2018 pursuant to that certain Exchange Agreement, by and betwe

Original Issue Date: Original Conversion Price (subject to adjustment herein): $0.70 ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE ______
Convertible Security Agreement • September 14th, 2009 • Beyond Commerce • Services-computer processing & data preparation • New York

THIS ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Secured Convertible Debentures of Beyond Commerce, Inc., a Nevada corporation, (the “ Company ”), having its principal place of business at 9029 South Pecos, Suite 2800, Henderson, NV 89074, designated as its Original Issue Discount Secured Convertible Debenture due _______ (this debenture, the “ Debenture ” and, collectively with the other debentures of such series, the “ Debentures ”).

Contract
Convertible Security Agreement • September 21st, 2020 • Verus International, Inc. • Wholesale-groceries, general line

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. 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.

Original ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE MARCH 1, 2018
Convertible Security Agreement • April 4th, 2017 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York

THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of LEGEND OIL AND GAS, LTD., a Colorado corporation (the “Company”), having its principal place of business at 555 North Point Center East, Suite 400, Alpharetta, Georgia 30022, designated as its Original Issue Discount Senior Secured Debentures due March 1, 2018 (the “Debenture” and, collectively with the other debentures of such series, if any, the “Debentures”).

6% SENIOR SECURED CONVERTIBLE DEBENTURE
Convertible Security Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California

THIS 6% SENIOR SECURED CONVERTIBLE DEBENTURE is the authorized and validly issued 6% Senior Secured Convertible Debenture (the “Debenture”) of U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), having its principal place of business at 4040 MacArthur Blvd., Suite 305, Newport Beach, CA 92660. The Debenture is issued as partial payment on and settlement of certain claim(s) made by Class Number [ ] as set forth in the Company’s Bankruptcy Plan and is expressly part of the Company’s Senior Indebtedness (as defined in Section 1 below).

SENIOR SECURED CONVERTIBLE NOTE
Convertible Security Agreement • July 23rd, 2024 • Psyence Biomedical Ltd. • Pharmaceutical preparations • New York

THIS SENIOR SECURED CONVERTIBLE NOTE is a duly authorized and validly issued Convertible Promissory Note of Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), having its principal place of business at 121 Richmond Street West, Penthouse Suite 1300, Toronto, Ontario M5H 2K1 designated as its Convertible Note due July 15th, 2027 (this “Note”).

10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE __________________
Convertible Security Agreement • November 27th, 2019 • Notis Global, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 10% Senior Secured Convertible Promissory Note of Notis Global, Inc., a Nevada corporation, (the “Company”) having its principal place of business at 633 West 5th Street, 28th Floor, Los Angeles, California 90071, and Pueblo Agriculture Supply and Equipment, LLC, a Delaware limited liability company (“PASE” and together with Notis sometimes collectively referred to as the “Companies”), having its principal place of business at 1715 Highway 35, Suite 101, Middletown, New Jersey 07748, designated as its 10% Senior Secured Convertible Promissory Note, due _________ (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

10% Convertible NOTE
Convertible Security Agreement • April 23rd, 2019 • Biolargo, Inc. • Chemicals & allied products • New York

THIS 10% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 10% Convertible Notes issued at a 10% original issue discount by BioLargo, Inc., a Delaware corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE OCTOBER 12, 2028
Convertible Security Agreement • October 16th, 2023 • Ault Alliance, Inc. • Electronic components, nec • New York

THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Ault Alliance, Inc, a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141, designated as its 10% Senior Secured Convertible Promissory Note due October 12, 2028 (the “Note”).

SECURED CONVERTIBLE NOTE DUE December 24, 2015
Convertible Security Agreement • July 1st, 2015 • Attitude Drinks Inc. • Beverages

THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Attitude Beer Holding Co. a Delaware corporation, (the “Borrower”), having its principal place of business at 712 US Highway 1, Suite 200, North Palm Beach, FL 33408, due December 24, 2015 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

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...
Convertible Security Agreement • April 16th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York

THIS 12.5% SENIOR SECURED CONVERTIBLE NOTE is issued at a 4.0% original issue discount by EMMAUS LIFE SCIENCES, INC., a Delaware corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

Contract
Convertible Security Agreement • May 14th, 2024 • LIVE VENTURES Inc • Retail-miscellaneous retail

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.

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