AMENDMENT OF SENIOR SECURED PROMISSORY NOTESSecured Promissory Notes • March 6th, 2024 • INNOVATE Corp. • Fabricated structural metal products • Delaware
This Amendment of Senior Secured Promissory Notes (this “Amendment”), dated effective as of November 15, 2023 (the “Effective Date”), is entered into by and between R2 Technologies, Inc., a Delaware corporation (the “Company”), and Lancer Capital LLC (“Investor”). Capitalized terms used herein, but not otherwise defined herein, shall have the meaning assigned to them in the Notes (as defined below).
INVESTMENT AGREEMENT between INNOVATE Corp. as the Company and LANCER CAPITAL LLC as the Purchaser Dated as of March 5, 2024Registration Rights Agreement • March 6th, 2024 • INNOVATE Corp. • Fabricated structural metal products • New York
TABLE OF CONTENTS Page 1. Authorization of Preferred Shares 1 2. Sale and Purchase of Back-stop and Private Placement 1 3. Back-stop/Private Placement Closing; Payment of Purchase Price 2 3.1. Back-stop/Private Placement Closing Date. 2 3.2. Issuance of Preferred Shares at Back-stop/Private Placement Closing. 2 3.3. Payment at Back-stop/Private Placement Closing. 2 3.4. Reservation of Common Stock. 2 4. Conditions to Back-stop/Private Placement Closing 2 4.1. Performance. 3 4.2. Certificate of Designations. 3 4.3. Registration Rights Agreement. 3 4.4. No Actions Pending. 3 5. Equity Advance 3 5.1. Sale and Purchase of Equity Advance Shares. 3 5.2. Closing of the Equity Advance. 3 5.3. Issuance of Preferred Shares at Equity Advance Closing. 3 5.4. Payment at Equity Advance Closing. 4 5.5. Reservation of Common Stock. 4 5.6. Conditions to Equity Advance Closing. 4 5.6.1. Performance 4 5.6.2. Certificate of Designations. 4 5.6.3. Registration Rights Agreement. 4 5.6.4. No Actions Pending.
SUBLEASE AGREEMENTSublease Agreement • March 6th, 2024 • INNOVATE Corp. • Fabricated structural metal products
THIS SUBLEASE AGREEMENT (the "Sublease") is made as of the 19th day of December, 2023 (the “Execution Date”) by and between INNOVATE CORP. (the "Sublessor") having an office at 222 Lakeview Avenue, Suite 1660, West Palm Beach, Florida 33401 and PALM BEACH CULTURAL INNOVATION CENTER INC. (the "Sublessee") a Florida not-for-profit corporation having an office at 70 Royal Poinciana Way, Suite P70, Palm Beach, Florida 33480.
REGISTRATION RIGHTS AGREEMENT between INNOVATE Corp. and LANCER CAPITAL LLC Dated as of March 5, 2024Registration Rights Agreement • March 6th, 2024 • INNOVATE Corp. • Fabricated structural metal products • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 5, 2024 (this “Agreement”), by and between INNOVATE Corp., a Delaware corporation (the “Company”), and Lancer Capital LLC, a Delaware limited liability company (the “Stockholder”).
