COMMON STOCK PURCHASE WARRANT SIGYN THERAPEUTICS INC.Sigyn Therapeutics, Inc. • February 28th, 2023 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Brio Capital Master Fund Ltd. or its assigns (the “Holder”‘) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 23,2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIGYN THERAPEUTICS INC. (the “Company”), up to 220,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2018 • Reign Sapphire Corp • Retail-jewelry stores • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 16, 2018, by and between REIGN SAPPHIRE CORPORATION, a Delaware corporation, with headquarters located at 9465 Wilshire Boulevard, Beverly Hills, CA 90212 (the “Company”), and __________________, a ____________________, with its address at ______________________________ (the “Buyer”).
ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE APRIL 28, 2023Sigyn Therapeutics, Inc. • February 28th, 2023 • 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 S1GYN 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 April 28, 2023 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT REIGN SAPPHIRE CORPORATIONCommon Stock Purchase Warrant • February 23rd, 2018 • Reign Sapphire Corp • Retail-jewelry stores • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of the $147,000.00 convertible promissory note issued to the Holder (as defined below) of even date) (the “Note”), _____________________, a ___________________________ (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Reign Sapphire Corporation, a Delaware corporation (the “Company”), 980,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated February 16, 2018, by and among the Company and the Holder (the “Purchase Agreement”).
CONVERTIBLE NOTE DUE September 28, 2020Reign Sapphire Corp • October 3rd, 2019 • Retail-jewelry stores • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of REIGN SAPPHIRE CORPORATION, a Delaware corporation, (the “Borrower”), having its principal place of business at 9465 Wilshire Boulevard, Beverly Hills, CA 90212, due September 28, 2020 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
COMMON STOCK PURCHASE WARRANT REIGN SAPPHIRE CORPORATIONReign Sapphire Corp • December 24th, 2015 • Retail-jewelry stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Trading Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from REIGN SAPPHIRE CORPORATION, a Delaware corporation (the “Company”), up to _____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2021 • Sigyn Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2021, between Sigyn Therapeutics, Inc. (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2016 • Reign Sapphire Corp • Retail-jewelry stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 10, 2016, between Reign Sapphire Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • December 24th, 2015 • Reign Sapphire Corp • Retail-jewelry stores • New York
This SECURITY AGREEMENT, dated as of December 23, 2015 (this “Agreement”), is among Reign Sapphire Corporation, a Delaware corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors”), Alpha Capital Anstalt, as collateral agent (the “Collateral Agent”) and the holders of the Company’s Secured Convertible Notes issued at or about December 23, 2015, in the original aggregate principal amount of $862,500 and such other of the Company’s secured Convertible Notes which may be issued in the future pursuant to the Securities Purchase Agreement (collectively, the “Notes”) (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 3rd, 2019 • Reign Sapphire Corp • Retail-jewelry stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2019, between Reign Sapphire Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE SEPTEMBER 9, 2023Sigyn Therapeutics, Inc. • February 28th, 2023 • 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”).
COMMON STOCK PURCHASE WARRANT REIGN SAPPHIRE CORPORATIONCommon Stock Purchase Warrant • November 16th, 2017 • Reign Sapphire Corp • Retail-jewelry stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Trading Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from REIGN SAPPHIRE CORPORATION, a Delaware corporation (the “Company”), up to ______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SHARE EXCHANGE AGREEMENT BY AND AMONG REIGN RESOURCES CORPORATION AND THE PRINCIPAL SHAREHOLDER OF REIGN RESOURCES CORPORATION AND SIGYN THERAPEUTICS INC. AND THE SHAREHOLDERS OF SIGYN THERAPEUTICS INC. Dated as of: August 25, 2020 SHARE EXCHANGE...Share Exchange Agreement • August 31st, 2020 • Reign Resources Corp • Retail-jewelry stores • California
This SHARE EXCHANGE AGREEMENT (“Agreement”), dated as of August 25, 2020, is made by and among REIGN RESOURCES CORPORATION a corporation organized under the laws of Delaware (the “Acquiror”), JOSEPH SEGELMAN (the “Acquiror Principal Shareholder”), each of the Persons listed on Schedule I (collectively, the “Acquiror Noteholders”, and each an "Acquiror Noteholder"), SIGYN THERAPEUTICS INC., a corporation organized under the laws of Delaware (the “Acquiree”), each of the Persons listed on Schedule II hereto who are shareholders of the Acquiree (collectively, the “Acquiree Shareholders”, and each an “Acquiree Shareholder”), each of the Persons listed on Schedule III hereto who are holders of certain notes and warrants issued by the Acquiree (collectively, the “Acquiree Securities Holders”, and each an “Acquiree Securities Holder”), and the Person listed on Schedule IV who is the holder of certain notes issued by the Acquiree (the “Acquiree Noteholder”). Each of the Acquiror, Acquiree and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2017 • Reign Sapphire Corp • Retail-jewelry stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 10, 2017, between Reign Sapphire Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTSecurities Purchase Agreement • February 28th, 2023 • Sigyn Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 29, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sigyn Therapeutics, Inc. (the “Company”), up to 80,209 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2015 • Reign Sapphire Corp • Delaware
This Employment Agreement (“Agreement”) is entered as of the 1st day of April 2015 (“Effective Date”) by and between Reign Sapphire Corporation, a Delaware corporation (“Company”), and Chaya Segelman (“Executive”).
SHARE FOR WARRANT EXCHANGE AGREEMENTShare for Warrant Exchange Agreement • July 7th, 2023 • Sigyn Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT EXCHANGE AGREEMENT (the “Agreement”) is made as of the 30th day of June 2023, by and between Sigyn Therapeutics, Inc., a Delaware corporation (the “Company”) located at 2468 Historic Decatur Road, Suite 140, San Diego, CA. 92106, and [Redacted] (the “Holder”).
ASSIGNMENT AND CONTRIBUTION AGREEMENTAssignment and Contribution Agreement • December 2nd, 2016 • Reign Sapphire Corp • Retail-jewelry stores
THIS ASSIGNMENT AGREEMENT (this “Agreement”), is entered into on December 1, 2016, by and between __________________________ (the “Assignor”) and Coordinates Collection, Inc., a Delaware Corporation (the “Assignee”), hereinafter collectively referred to as (the “Parties”).
AMENDMENT AGREEMENTAmendment Agreement • September 19th, 2023 • Sigyn Therapeutics, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT AGREEMENT (this “Agreement”) is made as of September [*], 2023, among Sigyn Therapeutics Inc., a Delaware corporation (the “Company”) and * (the “Holder”).
BILL OF SALE December 1, 2016Reign Sapphire Corp • December 2nd, 2016 • Retail-jewelry stores • California
KNOW ALL PERSONS BY THESE PRESENTS, that Coordinates Collection, Inc., a Delaware corporation (the “Seller”), a subsidiary of FD9 Group, B.V., has entered into that certain Asset Purchase Agreement with Reign Brands, Inc. (“Buyer”) and Reign Sapphire Corporation dated as of the date hereof (the “Purchase Agreement”), providing for, inter alia, Seller’s sale to Buyer of all right, title and interest in and to the Purchased Assets. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Purchase Agreement.
AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON FEBRUARY 16, 2018Reign Sapphire Corp • February 23rd, 2018 • Retail-jewelry stores
THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”), is made effective as of February 20, 2018, by and between Reign Sapphire Corporation, a Delaware corporation (the “Company”), and Crossover Capital Fund I, LLC, a Washington limited liability company (the “Holder”) (collectively the “Parties”).
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • December 24th, 2015 • Reign Sapphire Corp • Retail-jewelry stores • New York
This GUARANTOR SECURITY AGREEMENT, dated as of December 23, 2015 (this “Agreement”), is among Australian Sapphire Corporation, a California corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors”), Alpha Capital Anstalt, as collateral agent (the “Collateral Agent”) and the holders of Secured Convertible Notes issued by Reign Sapphire Corporation (“Reign”), a Delaware corporation, at or about December 23, 2015, in the original aggregate principal amount of $862,500 and such other of Reign’s secured Convertible Notes which may be issued in the future pursuant to the Securities Purchase Agreement (collectively, the “Notes”) (collectively, the “Secured Parties”).
PERSONAL GUARANTYPersonal Guaranty • July 3rd, 2017 • Reign Sapphire Corp • Retail-jewelry stores • New York
CONSENT, WAIVER AND MODIFICATION AGREEMENTConsent, Waiver and Modification Agreement • November 4th, 2016 • Reign Sapphire Corp • Retail-jewelry stores • New York
This Consent, Waiver and Modification Agreement (“Agreement”) is made and entered into as of October 13, 2016, by and among Reign Sapphire Corporation, a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (all as defined below).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 2nd, 2016 • Reign Sapphire Corp • Retail-jewelry stores • California
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made effective as of the 1st day of December, 2016, by and between Coordinates Collection, Inc., a Delaware corporation (the "Seller", or "Assignor") and Reign Brands, Inc. a Delaware corporation (the "Assignee" or "Buyer").
Confidentiality and Proprietary Rights AgreementConfidentiality and Proprietary Rights Agreement • December 2nd, 2016 • Reign Sapphire Corp • Retail-jewelry stores
LOAN AGREEMENTLoan Agreement • July 3rd, 2017 • Reign Sapphire Corp • Retail-jewelry stores • New York
LOAN AGREEMENT, dated as of June 30, 2017 (this “Agreement”), Reign Sapphire Corporation, a Delaware corporation (“Debtor”), Alpha Capital Anstalt (“Alpha”) and Brio Capital Master Fund Ltd., (“Brio” together with Alpha, the “Lenders”).
SHARE OPTION AGREEMENTShare Option Agreement • May 27th, 2015 • Reign Sapphire Corp • California
THIS SHARE OPTION AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of May 2015 (“Grant Date”), between Reign Sapphire Corporation, a corporation formed under the laws of the State of Delaware (the “Company”), and Joseph Segelman (“Employee”).
REIGN SAPPHIRE CORPORATION DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 27th, 2015 • Reign Sapphire Corp • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of December 31, 2014, and is between Reign Sapphire Corporation, a Delaware corporation (the “Company”) and Joseph Segelman (the “Indemnitee”), a director of the Company.
EMPLOYMENT AGREEMENTShare Option Agreement • May 27th, 2015 • Reign Sapphire Corp • Delaware
This Employment Agreement (“Agreement”) is entered as of the 1st day of April 2015 (“Effective Date”) by and between Reign Sapphire Corporation, a Delaware corporation (“Company”), and Joseph Segelman (“Executive”).
AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE DATED DECEMBER 26, 2017Securities Purchase Agreement • January 8th, 2018 • Reign Sapphire Corp • Retail-jewelry stores
THIS AMENDMENT #1 (the “Amendment”) TO THE SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE dated December 26, 2017, is made effective as of January 3, 2018, by and between Reign Sapphire Corporation, a Delaware corporation (the “Company”), and _________________________, a _________________________ limited liability company (the “Holder”) (collectively the “Parties”).
Annex ILease Agreement • February 28th, 2023 • Sigyn Therapeutics, Inc. • Surgical & medical instruments & apparatus
This Lease Agreement (this “Lease”) is entered into between LVA5 SAN DIEGO LS, L.P., a Delaware limited partnership (“Landlord”), and SIGYN THERAPEUTICS, INC., a Delaware corporation (“Tenant”), effective as of the date set forth below Landlord’s signature (the “Effective Date”).
PERSONAL GUARANTYPersonal Guaranty • December 24th, 2015 • Reign Sapphire Corp • Retail-jewelry stores • New York
Reign Sapphire Corporation Subscription AgreementReign Sapphire Corp • May 27th, 2015 • Delaware
SECOND CONSENT, WAIVER AND MODIFICATION AGREEMENTWaiver and Modification Agreement • May 31st, 2017 • Reign Sapphire Corp • Retail-jewelry stores • New York
This Second Consent, Waiver and Modification Agreement (“Agreement”) is made and entered into as of May 30, 2017, by and among Reign Sapphire Corporation, a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (all as defined below).
