SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 20, 2020, by and between Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
original issue discount Convertible PROMISSORY NOTEInnovative Payment Solutions, Inc. • November 16th, 2020 • Retail-catalog & mail-order houses
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued at a 12.5% original issue discount by Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”) (the “Note”).
COMMON STOCK PURCHASE WARRANTInnovative Payment Solutions, Inc. • November 16th, 2020 • Retail-catalog & mail-order houses
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Mark Geist., or his 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 the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”), up to 817,143 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 20, 2020 between Innovative Payment Solutions, Inc. a Nevada corporation (the “Company”) and Mark Geist (“Purchaser”).
Assignment and TransferAssignment and Transfer • November 16th, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses
Pinz Capital Special Opportunities Fund, LP. (“Pinz”) hereby assigns and transfers to Cavalry Fund I LP all of its rights and obligations under that certain Secured Convertible Note, dated August 5, 2020, in the principal amount of $100,000 (the “Note”) issued by Innovative Payment Systems, Inc. (“IPSI”), that certain Warrant, dated August 5 , 2020, to purchase 2,857,143 shares of IPSI common stock (the “Warrant”) and the related Securities Purchase Agreement (“SPA”) and Registration Rights Agreement (“RRA”), each dated August 5, 2020 (herein, the Note, Warrant, SPA and RRA are collectively referred to as the Transaction Documents”).
