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...Sport Endurance, Inc. • March 14th, 2018 • Bottled & canned soft drinks & carbonated waters • New York
THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE duly authorized and validly issued on March ___, 2018 (the “Original Issue Date”) by SPORT ENDURANCE, INC., a Nevada corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2018 • Sport Endurance, Inc. • Bottled & canned soft drinks & carbonated waters • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of March ___, 2018 (the “Effective Date”), by and among Sport Endurance, Inc., a Nevada corporation (the “Company”), and the purchaser listed on the signature page (the “Purchaser”, and together with its assigns the “Purchasers”).
GUARANTYGuaranty • March 14th, 2018 • Sport Endurance, Inc. • Bottled & canned soft drinks & carbonated waters • Illinois
This GUARANTY, dated as of March 12, 2018 (this “Guaranty”), is made by Sports Endurance, Inc., a Nevada corporation (the “Guarantor”), in favor of _________ (together with its permitted assigns, the “Secured Party”), party to that certain Note Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, among Yield Endurance, Inc., a New Jersey corporation (the “Company”) and the Secured Party.
COMMON STOCK PURCHASE WARRANTSport Endurance, Inc. • March 14th, 2018 • Bottled & canned soft drinks & carbonated waters
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________, or its 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 hereof (the “Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sport Endurance, Inc., a Nevada corporation (the “Company”), up to 1,554,405 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).
COMMON STOCK PURCHASE WARRANTSport Endurance, Inc. • March 14th, 2018 • Bottled & canned soft drinks & carbonated waters
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 date hereof (the “Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sport Endurance, Inc., a Nevada corporation (the “Company”), up to twenty five million (25,000,000) 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).
CONFIDENTIAL BTC LENDING PROGRAM PARTICIPATION AGREEMENTConfidential BTC Lending Program Participation Agreement • March 14th, 2018 • Sport Endurance, Inc. • Bottled & canned soft drinks & carbonated waters • Illinois
This CONFIDENTIAL BTC LENDING PROGRAM PARTICIPATION AGREEMENT (this “Agreement”) is entered into on March 12, 2018 (the “Effective Date”), by and between Yield Endurance, Inc., a New Jersey corporation with an office at 101 Hudson Street, 21st Floor, Jersey City, New Jersey 07302 (the “Company”), and Madison Partners, LLC, a Delaware limited liability company having a primary place of business at 200 S. Wacker Dr. Suite 3211, Chicago, IL, 60606 (“Madison”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 14th, 2018 • Sport Endurance, Inc. • Bottled & canned soft drinks & carbonated waters • Illinois
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of March 12, 2018 (the “Effective Date”) by and among Sport Endurance, Inc., a Nevada corporation, (the “Guarantor”), Yield Endurance, Inc., a New Jersey corporation, (the “Company), and the Purchaser set forth on the signature page affixed hereto (the “Purchaser”).
SUBORDINATION AGREEMENTSubordination Agreement • March 14th, 2018 • Sport Endurance, Inc. • Bottled & canned soft drinks & carbonated waters
The undersigned lender (“Creditor”) is a creditor of Sport Endurance, Inc. (“Company”), Yield Endurance, Inc. (“Yield”), a wholly-owned subsidiary of the Company together with any direct or indirect subsidiary of the Company hereafter formed or acquired (Yield and each future subsidiary, a “Borrower” and collectively referred to herein as “Borrowers”), wish to accommodate the extension of credit by ______________ (“Senior Lender”) to Yield pursuant to that certain Note Purchase Agreement, dated March 12, 2018 among the Company, Yield and Senior Lender (“Purchase Agreement”) and the Transaction Documents thereto. Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
Account Control AgreementAccount Control Agreement • March 14th, 2018 • Sport Endurance, Inc. • Bottled & canned soft drinks & carbonated waters • Illinois
This ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of March 12, 2018, by and among Yield Endurance, Inc., a New Jersey corporation (the “Grantor”), ____________ (the “Secured Party”) and Madison Partners, LLC, a Delaware limited liability company (the “Depository”), is delivered pursuant to Section 2(b) of that certain security agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated as of March 12, 2018 made by the Grantor and the Secured Party. This Agreement is entered into by the parties hereto for the purpose of perfecting the security interests of the Secured Party granted by the Grantor in the Account described below. All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of Illinois. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Security Agreement.
