UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June 2024
Commission File Number: 001-41937
Psyence Biomedical
Ltd.
(Translation of registrant’s name into English)
121 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario M5H 2K1
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Explanatory Note
As
previously disclosed, on January 15, 2024, in connection with the closing of its initial business combination, Psyence Biomedical
Ltd., a corporation organized under the laws of Ontario, Canada (the “Company”) entered into a securities purchase
agreement (the “Securities Purchase Agreement”) by and among the Company, certain affiliates and certain investors
(the “Investors”) relating to a convertible debt financing provided to the Company in installments pursuant to up to
four senior secured convertible notes (collectively, the “Notes” and the transactions entered into pursuant to the
Securities Purchase Agreement, the “Financing”), obligations under which are guaranteed by certain assets of the Company
and an affiliate, issuable to the Investors for the aggregate principal amount of up to $12,500,000 in exchange for up to $10,000,000
in subscription amounts.
As
previously disclosed, the Notes for the first tranche of the Financing (the “First Tranche Notes”), for a total of
$3,125,000 of principal in exchange for a total of $2,500,000 in subscription amounts, were issued to the Investors substantially concurrently
with, and contingent upon, the closing of the Company’s initial business combination.
On
May 31, 2024, the Company issued two additional Notes (the “Second Tranche Notes”) for a portion of the second
tranche of the Financing (the “Second Tranche”), for an aggregate total of $312,500 principal in exchange for $250,000
provided by the Investors. The Investors were not obligated to fund any of the Second Tranche because the Company was not in compliance
with all of the covenants under the Securities Purchase Agreement. Notwithstanding the foregoing, the Investors agreed to fund a portion
of the Second Tranche on such date and may continue to do so at its discretion.
The
Second Tranche Notes are substantially the same as the First Tranche Notes, except that the conversion floor and first and second reset
dates have been removed, as these applicable dates have passed. Interest on the Second Tranche Notes accrues at 8.0% per annum, based
on the outstanding principal amount of the Second Tranche Notes, and is payable monthly in arrears in cash or in the Company’s common
shares (the “Common Shares”) (at the applicable conversion price).
The
initial conversion price is the lowest daily VWAP during the period commencing on January 25, 2024 until the earlier of (i) the
date of conversion of the Second Tranche Note and (ii) the date on which the registration statement for the shares underlying the
First Tranche Note is declared effective (or May 14, 2024) and is subject to reset on July 25, 2024, October 25, 2024,
January 25, 2025, at which time the conversion price will be reset to the lower of (i) the initial conversion price and (ii) the
average daily VWAP for the previous ten (10) trading days prior to such reset.
The
Common Shares underlying the Second Tranche Notes are entitled to registration rights pursuant to a registration rights agreement (the
“Registration Rights Agreement”), dated as of January 25, 2024, by and among the Company and the Investors. As
previously disclosed, pursuant to the Registration Rights Agreement, the Company has agreed to file a registration statement covering
the resale of the Common Shares issuable upon conversion of the Second Tranche Notes (the “Registration Statement”),
and to use its best efforts to have such Registration Statement declared effective by the SEC as soon as practicable, but in no event
later than the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement). The Registration Rights Agreement
contains certain penalty provisions, subject to certain conditions and cure periods, for the Company failing to (i) file a registration
statement by certain deadlines set forth in the Registration Rights Agreement, (ii) cause a registration statement to be declared
effective by certain deadlines set forth in the Registration Rights Agreement, (iii) maintain certain circumstances and conditions
allowing the resale of certain securities or (iv) satisfy the requirements of Rule 144(c)(1) under the Securities Exchange
Act of 1934 if a registration statement is not effective. The Registration Rights Agreement also provides the Investors with customary
piggyback registration rights under certain circumstances.
The
foregoing summary of the Second Tranche Notes does not purport to be complete and is subject to, and qualified in its entirety by, the
full text of, as applicable, the Securities Purchase Agreement, filed as Exhibit 4.3 to the Company’s Annual Report
on Form 20-F; the Form of Senior Secured Convertible Note, filed as Exhibit 4.2 to
this Form 6-K; and the Form of Registration Rights Agreement filed as Exhibit 4.15 to the Company’s Annual
Report on Form 20-F, each of which is incorporated herein by reference.
Exhibits
Exhibit Number |
|
Description |
4.1 |
|
Securities Purchase Agreement, dated as of January 15, 2024, by and among Psyence Biomedical Ltd., Psyence Biomed II Corp., and the investors party thereto (incorporated by reference to Exhibit 10.1 to Newcourt Acquisition Corp’s Form 8-K (File No. 001-40929) filed with the SEC on January 16, 2024). |
4.2 |
|
Form of Senior Secured Convertible Note. |
4.3 |
|
Form of Registration Rights Agreement, dated as of January 25, 2024, by and among Psyence Biomedical Ltd. and the investors party thereto (incorporated by reference to Exhibit 4.15 to the Company’s Annual Report on Form 20-F (File No. 001-41937) filed with the SEC on January 31, 2024). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: June 6, 2024
|
Psyence Biomedical Ltd. |
|
|
|
|
By: |
/s/ Dr. Neil Maresky |
|
Name: |
Dr. Neil Maresky |
|
Title: |
Chief Executive Officer and Director |
Exhibit 4.2
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.
UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT
THE DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.
Original Issue Date: May 31, 2024
Maturity Date: May 31, 2027
Principal Amount: $156,250
Loan Amount: $125,000
SENIOR SECURED CONVERTIBLE NOTE
DUE JANUARY 25th, 2027
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 January 25th, 2027 (this “Note”).
FOR
VALUE RECEIVED, the Company promises to pay to __________ or its registered assigns (collectively, the “Holder”), or
shall have paid pursuant to the terms hereunder, the principal sum of U.S. $156,250, accrued Interest and other amounts due and
payable unless prepaid earlier or converted, on January 25th, 2027, unless the Holder has given notice to the Company
that it elects to accelerate the Maturity Date to the extent explicitly permitted by this Note (the “Maturity Date”).
In exchange for delivery of the Note on the Original Issuance Date referred to above, the Holder shall deliver U.S. $125,000 in United
States dollars to the Company on the Original Issuance Date. The Holder’s allocation of principal and interest are set forth on
Exhibit A hereto. This Note is subject to the following additional provisions:
Section 1.
Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise
defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:
“Attribution
Parties” shall have the meaning set forth in Section 5(f).
“Bankruptcy
Event” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of
Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief
of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary
thereof (such law to include any applicable corporations legislation to the extent the relief sought thereunder relates to or involves
the compromise, settlement, adjustment or arrangement of debt), (b) there is commenced against the Company or any Significant Subsidiary
thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary
thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the
Company or any Significant Subsidiary thereof suffers any appointment of any custodian, monitor, trustee, receiver, receiver-manager or
the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment,
(e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company
or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring
of its debts, (g) the Company or any Significant Subsidiary thereof admits in writing that it is insolvent or generally unable to
pay its debts as they become due, (h) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly
indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of
effecting any of the foregoing.
“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 5(f).
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which commercial banking institutions in the State of New York are authorized or required by law or other governmental action to close.
“Buy-In”
shall have the meaning set forth in Section 5(e)(v).
“Change
of Control Transaction” means the occurrence after the date hereof of any of the following: (a) an acquisition after the
date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the
Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise)
of in excess of 50% of the voting securities of the Company (other than by means of conversion or exercise of this Note and the Securities
issued together with this Note, (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates
with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own
less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or
transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction
own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one
time or within a two year period of more than one-half of the members of the Board of Directors which is not approved by a majority of
those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members
of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board
of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party
or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above. Notwithstanding the foregoing,
the Business Combination shall not be deemed to be a Change of Control Transaction for any purposes hereunder.
“Common
Shares” means the common shares of the Company.
“Conversion
Date” shall have the meaning set forth in Section 5(e)iii.
“Conversion
Price” shall have the meaning set forth in Section 5(b).
“Conversion
Reset” means the reset of the Conversion Price at the following times and amounts:
(i) the three
time downward adjustment of the Conversion Price on the following dates (i) the six month anniversary of the closing of the Business
Combination, (ii) the nine month anniversary of the closing of the Business Combination, and (iii) the twelve month anniversary
of the closing of the Business Combination, upon which times the Conversion Price shall be reset to the lower of (a) the Initial
Conversion Price or (b) the average daily VWAP for the previous ten (10) Trading Days prior to such reset.
(ii) in
the event that the Company sells, enters any agreement to sell or grants any right to reprice, or otherwise disposes of or issues
(or announce any offer, sale, grant or any option to purchase or other disposition) any Common Shares or any securities of the Company
or any of its subsidiaries which would entitle the holder thereof to acquire or sell on behalf of the Company at any time Common Shares
(including, without limitation, through conversion or other option rights (including pursuant to any debt, preferred stock, right, option,
warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder
thereof to receive Common Shares or other securities)) at an effective price per share less than the then existing Conversion Price, then
the Conversion Price shall be modified to equal such reduced price as of such date; provided that, such offering shall include, for the
avoidance of doubt, any Variable Rate Transaction or other registered offering or similar financing; or
(iii)
in the event that the Company shall fail for any reason to remain listed as a public company on The Nasdaq Stock Market LLC or
on another national exchange, the Conversion Price shall be reset to the average daily VWAP of the five prior Trading Days.;
“Conversion
Shares” means, collectively, the Common Shares issuable upon conversion of this Note in accordance with the terms hereof.
“Event
of Default” shall have the meaning set forth in Section 6(a).
“Fundamental
Transaction” means the occurrence after the date hereof of any of the following: (i) the Company, directly or indirectly,
in one or more related transactions effects any merger, amalgamation, or consolidation of the Company with or into another Person, (ii) the
Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Common Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the Common Shares is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding Common Shares
(not including any Common Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other
Persons making or party to, such stock or share purchase agreement or other business combination). Notwithstanding the foregoing, the
Business Combination shall not be deemed to be a Fundamental Transaction for any purposes hereunder.
“Indebtedness”
means: (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments
and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, current swap agreements, interest rate
hedging agreements, interest rate swaps, or other financial products; (c) all obligations or liabilities secured by a lien or encumbrance
on any asset of the Company, irrespective of whether such obligation or liability is assumed; and (d) any obligation guaranteeing
or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse) any of the foregoing
obligations of any other person.
“Interest”
shall have the meaning set forth in Section 2(a).
“Interest
Payment Date” shall have the meaning set forth in Section 2(a).
“Mandatory
Default Amount” means the (a) the outstanding principal amount of this Note, (b) accrued but unpaid Interest, and
(c) all other amounts, costs, expenses and liquidated damages due in respect of this Note.
“New York
Courts” shall have the meaning set forth in Section 8(d).
“Note”
means this Senior Secured Convertible Note;
“Note Register”
means the ledger that records the record owners of the Notes as maintained by the Company.
“Notice
of Conversion” shall have the meaning set forth in Section 5(c)(ii).
“Original
Issue Date” means the date of issuance of this Note.
“Paying
Agent” shall have the meaning set forth in Section 5(e).
“Purchase
Agreement” means the Securities Purchase Agreement, dated as of January 15, 2024, among, inter alios, the Company and the
Purchaser, as amended, modified or supplemented from time to time in accordance with its terms.
“Registration
Rights Agreement” means the Registration Rights Agreement, dated as of January 25, 2024, among the Company and the original
Purchaser, in the form of Exhibit B attached to the Purchase Agreement.
“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering
the resale of the Underlying Shares for this Second Tranche Note (as such term is defined in the Purchase Agreement) by Holder as provided
for in the Registration Rights Agreement.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Security
Agreement” means that certain General Security Agreement, dated as of January 25,, 2024, from the Company and Psyence in
favor of Purchaser.
“Share
Delivery Date” shall have the meaning set forth in Section 5(c)(iii).
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Shares is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange, the OTCQB, or the OTCQX (or any successors to any of the foregoing).
“Variable
Rate Transactions” has the meaning contained in the Purchase Agreement.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date)
on the Trading Market on which the Common Shares is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)); provided, however, that if the Common Shares is then listed or
quoted on more than one Trading Market, then the Trading Market for purposes of any calculations to be made pursuant to the terms of this
Note shall be the Trading Market selected by the Holder in its sole discretion, (b) if OTCQB or OTCQX is not a Trading Market, the
volume weighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if
the Common Shares is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Shares are then reported in
the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per share of the Common Shares so reported, or (d) in all other cases, the fair market
value of a share of Common Shares as determined by an independent appraiser selected in good faith by the Purchasers of a majority in
interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by
the Company.
Section 2.
Interest.
(a) Interest
on this Note shall commence accruing on the Original Issuance Date at 8% per annum (the “Interest”) based on the outstanding
principal amount of this Note and shall be computed on the basis of a 360-day year assuming a 30-day month (i.e. 30/360 basis) and shall
be payable by the Company to the Holder in cash or in Common Shares (at the Conversion Price) at the option of the Company. Interest shall
be payable monthly in arrears (each such date the interest payment is due, an “Interest Payment Date”).
(b) From and
after the occurrence of any Event of Default, the Interest rate shall automatically be increased to the lower of 20% per annum (the “Default
Interest”) or the highest amount permitted by law, shall compound monthly, and shall be due and payable on the first Trading
Day of each calendar month.
(c) For the
purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection
herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation
is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained
and divided by 360 or 365, as applicable. The rates of interest under this Note are nominal rates, and not effective rates or yields.
The principle of deemed reinvestment of interest does not apply to any interest calculation under this Note.
(d) If any
provision of this Note would oblige the Company to make any payment of interest or other amount payable to the Holder in an amount or
calculated at a rate which would be prohibited by law or would result in a receipt by the Holder of “interest” at a “criminal
rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate
shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would
not be so prohibited by applicable law or so result in a receipt by the Holder of “interest” at a “criminal rate”,
such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:
(i) first,
by reducing the amount or rate of interest; and
(ii) thereafter,
by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for
purposes of section 347 of the Criminal Code (Canada).
(e) All payments
under this Note or any other Transaction Document shall be made free and clear of and without deduction or withholding for any taxes except
as required by applicable law; provided that if the payor shall be required to deduct or withhold any taxes from such payments, then the
sum payable by the payor shall be increased as necessary so that, after making all required deductions or withholdings (including deductions
or withholdings applicable to additional sums payable under this clause) the Holder receives an amount equal to the sum it would have
received had no such deduction or withholding been made.
Section 3.
Reserved.
Section 4.
Registration of Transfers and Exchanges.
a) Different
Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as
requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.
b) Investment
Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase
Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities
laws and regulations.
c) Reliance on
Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat
the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected
by notice to the contrary.
Section 5.
Conversion.
a) Conversion
Privilege. The Holder shall have the right, at the Holder’s sole option, on any business day to convert all or any portion of
the Note on any Conversion Date at the Conversion Price.
b) Conversion
Price. The Conversion Price shall be the lowest daily VWAP during the period commencing on the First Tranche Closing date until the
earlier of (i) the Conversion Date or (ii) the date the registration statement meeting the requirements set forth in the Registration
Rights Agreement and covering the resale of the Underlying Shares for the First Tranche Note (as such term is defined in the Purchase
Agreement) is first declared effective (the “Initial Conversion Price”); which Initial Conversion Price shall be subject
to a Conversion Reset as set forth in this Note (as adjusted or reset, the “Conversion Price”).
c) Dividends;
Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a share dividend or otherwise makes a distribution
or distributions payable in Common Shares on Common Shares or any Common Share Equivalents (which, for avoidance of doubt, shall not include
any Common Shares issued by the Company upon conversion of, or payment of interest on, the Notes), (ii) subdivides outstanding Common
Shares into a larger number of shares, (iii) combines (including by way of a reverse share split) outstanding Common Shares into
a smaller number of shares or (iv) issues, in the event of a reclassification of Common Shares, any shares of capital stock of the
Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding
any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of Common
Shares outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination or re-classification. Any adjustment pursuant to this Section 5(c) shall
become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this
Section 5(c) occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion
Price shall be adjusted appropriately to reflect such event.
d) Nothing herein
shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 5 hereof and the Holder
shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages
pursuant to any other Section hereof or under applicable law.
e) Mechanics
of Conversion.
i. Conversion Shares
Issuable Upon Conversion. The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient
obtained by dividing (x) the outstanding principal amount of this Note to be converted, by the Conversion Price.
ii.
Notice of Conversion. Before the Holder of the Note shall be entitled to convert all or any portion of the Note as set forth
above, the Holder shall (1) complete, manually sign and deliver an irrevocable notice to the Company as set forth in the Form of
Notice of Conversion (or a facsimile or electronic version thereof) in substantially the form attached hereto as Exhibit A
(a “Notice of Conversion”) at the office of the Company, if applicable, and state in writing therein the principal
amount of Notes to be converted, the numbers Conversion Shares and the name or names (with addresses) in which the Holder wishes the Common
Shares to be delivered upon settlement of the conversion to be registered, and (2) if required, pay all transfer or similar taxes,
if any.
iii.
Delivery of Conversion Shares Upon Conversion. The Note shall be deemed to have been converted immediately prior to the
close of business on any date (the “Conversion Date”) that the Holder has complied with the requirements set forth
in subsection (ii) above. Not later than the earlier of (i) two (2) Business Days and (ii) the number of Trading days
comprising the Standard Settlement Period (as defined below) following the applicable conversion of the Note (the “Share Delivery
Date”), the Company shall electronically deliver, or cause to be delivered via DWAC transfer, to the Holder the Conversion Shares.
The Company shall deliver any Conversion Shares required to be delivered by the Company under this Section 5(c) electronically
through the Depository Trust Company or another established clearing corporation performing similar functions. As used herein, “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading
Market with respect to the Common Shares as in effect on the date of the Notice of Conversion, as applicable, is delivered.
iv. Obligation
Absolute; Partial Liquidated Damages. The Company’s obligation to issue and deliver the Conversion Shares upon conversion of
this Note in accordance with the terms hereof is absolute and unconditional, irrespective of any action or inaction by the Holder to enforce
the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to
enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or
any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and
irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the
issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of
any such action the Company may have against the Holder. Upon the Closing, the Company may not refuse conversion based on any claim that
the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason,
unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have
been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% the outstanding principal
amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation
of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of
such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a conversion. If the Company fails for any reason
to deliver to the Holder such Conversion Shares pursuant to Section 5(c)(iii) by the Share Delivery Date, the Company shall
pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $7 per Trading
Day (increasing to $10 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading
Day after such Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall
limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof for the Company’s
failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise
of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable
law.
v. Compensation
for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the Holder,
if the Company fails for any reason to deliver to the Holder such Conversion Shares by the Share Delivery Date pursuant to Section 5(c)(iii),
and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise),
or the Holder’s brokerage firm otherwise purchases, Common Shares to deliver in satisfaction of a sale by the Holder of the Conversion
Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the
amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Shares
so purchased exceeds (y) the product of (1) the aggregate number of Common Shares that the Holder was entitled to receive from
the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was
executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in
a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded)
or deliver to the Holder the number of Common Shares that would have been issued if the Company had timely complied with its delivery
requirements under Section 5(c)(iii). For example, if the Holder purchases Common Shares having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares
(including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately
preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Conversion
Shares upon conversion of this Note as required pursuant to the terms hereof.
vi. Reservation
of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized
and unissued Common Shares for the sole purpose of issuance upon conversion of this Note, each as herein provided, free from preemptive
rights or any other actual contingent purchase rights of Persons other than the Holder, not less than the greater of (i) 300% of
such aggregate number of shares of the Common Shares as shall (subject to the terms and conditions set forth in the Purchase Agreement)
be issuable upon the conversion of the then outstanding principal amount of this Note based on the Conversion Price as the time of filing
of the Registration Statement. The Company covenants that all Common Shares that shall be so issuable shall, upon issue, be duly authorized,
validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered
for public resale in accordance with such Registration Statement (subject to such Holder’s compliance with its obligations under
the Registration Rights Agreement).
vii Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of all or any portion
of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company
shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by
the Conversion Price or Amortization Conversion Price, as applicable, or round up to the next whole share.
viii. Transfer
Taxes and Expenses. The issuance of Conversion Shares on conversion of this Note shall be made without charge to the Holder hereof
for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided
that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery
of any such Conversion Shares upon conversion in a name other than that of the Holder of this Note so converted and the Company shall
not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall
have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
The Company shall pay all fees to the Depository Trust Company (or another established clearing corporation performing similar functions)
required for same-day electronic delivery of the Conversion Shares.
f) Holder’s
Conversion Limitations. The Company shall not effect any conversion of this Note to the extent that after giving effect to the conversion,
the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the
Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial
Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the
Holder and its Affiliates and Attribution Parties shall include all Common Shares beneficially owned by the Attribution Parties pursuant
to the terms of the Purchase Agreement and the number of Common Shares issuable upon conversion of this Note with respect to which such
determination is being made, but shall exclude the number of Common Shares which are issuable upon (i) conversion of the remaining,
unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise
or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder or any
of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 5(d), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. To the extent that the limitation contained in this Section 5(d) applies, the determination of whether this Note
is convertible (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which
principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion
shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by
the Holder together with any Affiliates or Attribution Parties) and which principal amount of this Note is convertible, in each case subject
to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company
that the conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or
confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 5(d), in determining the number of outstanding Common Shares, the Holder may rely on the number of outstanding Common
Shares as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the
Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice
by the Company or the Company’s transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request
of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of Common Shares then outstanding.
In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding Common Shares
was reported. The “Beneficial Ownership Limitation” shall be 9.9% of the number of shares of the Common Shares outstanding
immediately after giving effect to the issuance Common Shares issuable upon conversion of this Note held by the Holder. The provisions
of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(d) to
correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of this Note.
g) Maintenance
of Office or Agency. The Company may maintain in the contiguous United States an office or agency where the Notes may be surrendered
for registration of transfer or exchange or for presentation for payment or repurchase (“Paying Agent”).
h) Notice to
Holder. Whenever the Conversion Price is adjusted as a result of any Conversion Reset, the Company shall promptly deliver to the Holder
by facsimile or email a notice setting forth the Conversion Price after such Company action or adjustment and any resulting adjustment
to the number of Conversion Shares and setting forth a brief statement of the facts requiring such adjustment.
i)
Make Whole. If the VWAP (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time))
for the thirty (30) Trading Days beginning on the Trading Date following a Conversion Date (the “30 Day VWAP”) is lower
than the Conversion Price on the Conversion Date, the Company shall make a payment in cash or Common Shares, at its election but subject
to the limitations set forth below (the “Make Whole Payment”). In the event that the Company elects to make a Make
Whole Payment in Common Shares, it shall transfer to the Holder the number of Common Shares (the “Make Whole Shares”)
equal to the difference between (A) the principal amount converted on the Conversion Date divided by 30 Day VWAP and (B) principal
amount converted divided by the Conversion Price on the Conversion Date. In the event that the Company elects to pay the Make Whole Payment
in cash it shall pay an amount equal to the number of Make Whole Shares multiplied by the 30 Day VWAP. The Company shall make the Make
Whole Payment no later than thirty-five (35) Trading Days after the Conversion Date for which such payment is due. Notwithstanding the
foregoing, the Company may not pay the Make Whole Payment in Conversion Shares if the Make Whole Shares are not registered on an effective
Registration Statement, unless waived in writing by the Holder or (ii) if the issuance of the Make Whole Shares would result
in the Holder exceeding the Beneficial Ownership Limitation.
Section 6.
Events of Default.
a) “Event
of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event
shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,
rule or regulation of any administrative or governmental body):
i. any default in
the payment of (A) the principal amount of this Note or (B) liquidated damages and other amounts owing to the Holder on this
Note, as and when the same shall become due and payable (whether on the Conversion Date or the Maturity Date or by acceleration or otherwise)
which default, solely in the case of default under clause (B) above, is not cured within 10 Trading Days of delivery of a notice
of the same to the Company by the Holder;
ii. the Company shall
fail to observe or perform any other covenant, obligation, or agreement contained in this Note (other than a breach by the Company of
its obligations to deliver Common Shares to the Holder upon conversion, which breach is addressed in clause (xi) below) or in any
Transaction Document, which failure is not cured, if possible to cure, within the earlier to occur of (A) 5 Trading Days after notice
of such failure sent by the Holder or by any other Holder to the Company and (B) 10 Trading Days after the Company has become or
should have become aware of such failure;
iii. the Company or
any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;
iv. the Company or
any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring
agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness for borrowed
money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $100,000, whether
such Indebtedness now exists or shall hereafter be created, and (b) results in such Indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise become due and payable;
v. other than with
respect to the Business Combination, the Company shall be a party to any Change of Control Transaction or Fundamental Transaction or shall
agree to sell or dispose of all or in excess of 33% of its assets in one transaction or a series of related transactions (whether or not
such sale would constitute a Change of Control Transaction);
vi. the Company shall
fail for any reason to deliver Conversion Shares to the Holder by the Share Delivery Date pursuant to Section 5(c) or the Company
shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor
a conversion of this Note in accordance with the terms hereof;
vii. the Company shall
fail for any reason to remain listed as a public company on The Nasdaq Stock Market LLC (“Nasdaq”);
viii. any monetary
judgment, writ or similar final process shall be entered or filed against the Company, any Subsidiary or any of their respective property
or other assets for more than $100,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed
for a period of 45 calendar days;
ix. the Company or
a subsidiary enters into a Variable Rate Transaction or a similar transaction in violation of the terms of the Purchase Agreement without
the prior written consent of the Holder;
x. the Company or
its subsidiary, directly or indirectly, prepays, repurchases or declares or pays any cash dividend or distribution on any of its capital
stock without the prior written consent of the Holder;
xi. the Company or
its subsidiaries, suffer to exist any Lien on the Collateral other than the Lien granted pursuant to the Security Agreement or as otherwise
permitted under the terms of the Purchase Agreement;
xii. the Company fails
to cause the Registration Statement to become effective within three (3) months following any Second Tranche Closing (as such term
is defined in the Purchase Agreement);
xiii.
the Company shall have received a deficiency notice from Nasdaq or any other national securities exchange on which the Securities
are listed which has not been resolved for more than sixty (60) days after notice thereof; or
xiv.
the Common Shares cease to be listed on a national securities exchange, which for the avoidance of doubt shall exclude the OTCQB,
the OTCQX and the Pink markets (or any successors to any of the foregoing), or upon the filing of a Form 25.
b)
Remedies Upon Event of Default. If any Event of Default occurs, and upon the date specified by Purchaser in a written notice
to be delivered to the Company at Purchaser’s discretion, the outstanding principal amount of this Note, accrued but unpaid Interest
through acceleration, plus liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become,
at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. Additionally, Purchaser may pursue
the rights and remedies provided to Purchaser under the Security Agreement. Upon the payment in full of the Mandatory Default Amount,
the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein,
the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder
may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies
available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder
and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to
this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent
thereon.
Section 7.
Prepayment. At any time following one (1) year after the Original Issue Date of the Note, and provided that no Event of Default
has occurred and is continuing on the applicable prepayment date, but subject in all cases to the terms of the Purchase Agreement, the
Company may repay any portion of the outstanding principal amount of the Note upon at least thirty (30) Trading Days’ written notice
(the “Prepayment Notice Period”) of the Holder (the “Prepayment Notice”) by paying an amount equal
to 130% of the principal amount of the Note then being prepaid (representing a 30% prepayment premium payable to the Holder which shall
not constitute a principal repayment) plus accrued but unpaid Interest through the prepayment date. Notwithstanding the foregoing, if
the Company elects to prepay this Note pursuant to the provisions of this Section 7, the Holder shall continue to have the right
to exercise Holder’s conversion privilege in accordance with Section 5 hereof.
Section 8.
Miscellaneous.
a) Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder shall be in writing and delivered personally,
by facsimile, by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address
set forth above, or such other facsimile number, email address, or address as the Company may specify for such purposes by notice to the
Holder delivered in accordance with this Section 8(a). Any and all notices or other communications or deliveries to be provided by
the Company hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized
overnight courier service addressed to Holder at the facsimile number, email address or address of the Holder appearing on the books of
the Company, or if no such facsimile number or email attachment or address appears on the books of the Company, at the principal place
of business of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be
deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto prior to 5:30 p.m. (New
York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto on
a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the
party to whom such notice is required to be given.
b) Absolute Obligation.
Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and liquidated damages, as applicable, on this Note at the time, place, and rate, and in the
coin or currency, herein prescribed. This Note is a direct debt obligation of the Company.
c) Lost or Mutilated
Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the
principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction
of such Note, and of the ownership hereof, reasonably satisfactory to the Company.
d) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof.
Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by
any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders,
employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New
York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper
or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions
contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party
in such action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred in the
investigation, preparation and prosecution of such action or proceeding.
e)
Amendment; Waiver. The provisions of this Note, including the provisions of this Section 8(e), may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be
in writing and signed by the Company and the Holder. Any waiver by the Company or the Holder of a breach of any provision of this Note
shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this
Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall
not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term
of this Note on any other occasion.
f) Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. The Company
covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying
all or any portion of the principal of this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which
may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby expressly waives
all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution
of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
g)
Execution and Counterparts. This Note may be executed in two or more counterparts, all of which when taken together shall
be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to
the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or “.pdf” signature page were an original thereof.
h)
Successors and Assigns. This Note shall inure to the benefit of and be binding upon the successors and permitted assigns of
each of the parties and shall inure to the benefit of each such holder. Neither party may assign its rights or obligations hereunder without
the prior written consent of the other parties hereto.
i) Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in
addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and
consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there
shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein
with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and
shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company
acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for
any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder
shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach,
without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information
and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the
terms and conditions of this Note.
j) Next Business
Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day.
k) Headings.
The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect
any of the provisions hereof.
l). Judgment
Currency. If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Note or any other Transaction
Document, it becomes necessary to convert into a particular currency (the “Judgment Currency”) any amount due under this Note
or under any other Transaction Document in any currency other than the Judgment Currency (the “Currency Due”), then conversion
shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate
of exchange” means the rate at which the Holder is able, on the relevant date, to purchase the Currency Due with the Judgment Currency
in accordance with its normal practice. In the event that there is a change in the rate of exchange prevailing between the Business Day
before the day on which the judgment is given and the date of receipt by the Holder of the amount due, the Company will, on the date of
receipt by the Holder, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be
necessary to ensure that the amount received by the Holder on such date is the amount in the Judgment Currency which when converted at
the rate of exchange prevailing on the date of receipt by the Holder is the amount then due under this Note or such other Transaction
Document in the Currency Due. If the amount of the Currency Due which the Holder is so able to purchase is less than the amount of the
Currency Due originally due to it, the Company shall indemnify and save the Holder harmless from and against all loss or damage arising
as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained
in this Note and the other Transaction Documents, shall give rise to a separate and independent cause of action, shall apply irrespective
of any indulgence granted by the Holder from time to time and shall continue in full force and effect notwithstanding any judgment or
order for a liquidated sum in respect of an amount due under this Note or any other Transaction Document or under any judgment or order.
m). Acknowledgement.
Notwithstanding the funding of the Loan Amount under this Note, the parties specifically acknowledge and agree that neither such funding
nor any other actions taken by the Holder shall constitute a waiver of any default or any other claims that Holder may have against the
Company and shall not obligate Holder to fund any additional amounts in the future.
*********************
(Signature Pages Follow)
IN WITNESS WHEREOF, the Company has caused this
Note to be duly executed by a duly authorized officer as of the date first above indicated.
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PSYENCE BIOMEDICAL LTD. |
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By: |
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Name: Neil Maresky |
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Title: CEO |
Exhibit A
[FORM OF NOTICE OF CONVERSION]
To: | [Name and Address of the Company] |
The undersigned registered owner of this Note hereby
exercises the option to convert this Note, or the portion hereof below designated, into Common Shares in accordance with the terms of
the Note, and directs that any cash payable and any Common Shares issuable and deliverable upon such conversion, together with any cash
for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered
Holder hereof unless a different name has been indicated below. If any Common Shares or any portion of this Note not converted are to
be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer
taxes, if any in accordance with Section 5(c)(viii) of the Note. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Note.
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(City, State and Zip Code) |
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Please print name and address |
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Principal amount to be converted (if less than all): |
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$__________,000 |
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Number of Conversion Shares: ________________ |
Psyence Biomedical (NASDAQ:PBMWW)
과거 데이터 주식 차트
부터 8월(8) 2024 으로 9월(9) 2024
Psyence Biomedical (NASDAQ:PBMWW)
과거 데이터 주식 차트
부터 9월(9) 2023 으로 9월(9) 2024