0001493152-23-027818 Sample Contracts

10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE DUE DECEMBER 16, 2023
White River Energy Corp. • August 11th, 2023 • Transportation services • Nevada

THIS 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED NOTE is one of a series of duly authorized and validly issued 10% Original Issue Discount Senior Secured Convertible Notes of White River Energy Corp, a Nevada corporation (the “Company”), having its principal place of business at 609 West Dickson St. Suite 102G, Fayetteville, AR 72701, designated as its 10% Original Issue Discount Senior Secured Convertible Note due on the Maturity Date (defined below) (this Note, the “Note” and, collectively with the any other Notes of such series, the “ Notes ”). The Notes shall be convertible into shares of common stock of the Company.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 11th, 2023 • White River Energy Corp. • Transportation services

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof between the Company and the Purchaser (the “Purchase Agreement”).

SECURITY AGREEMENT
Security Agreement • August 11th, 2023 • White River Energy Corp. • Transportation services

SECURITY AGREEMENT, dated as of August , 2023 (this “Agreement”), among White River Energy Corp, a Nevada corporation (“White River” or the “Company”), White River Holdings Corp, a Delaware corporation, White River Energy Partners Management I LLC, a Delaware limited liability company, White River Energy LLC, a Texas limited liability company, White River E&P LLC, a Texas limited liability company, White River SPV 2 LLC, a Texas limited liability company, White River SPV 3 LLC, a Texas limited liability company, and White River Operating LLC, a Texas limited liability company (collectively with the Company, the “Debtors”) and the holders of the Company’s 10% Senior Secured Notes due December 16, 2023 in the original aggregate principal amount of $ 1,111,111.11 (the “Notes”), signatory hereto, its endorsees, transferees and assigns (the “Secured Party”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 11th, 2023 • White River Energy Corp. • Transportation services • Nevada

This Securities Purchase Agreement (this “Agreement”) is dated as August 10, 2023 , among White River Energy Corp, a Nevada corporation whose principal place of business is located at 609 West Dickson St. Suite 102G, Fayetteville, AR 72701 (the “Company”) and the Purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

CORPORATE GUARANTEE
Corporate Guarantee • August 11th, 2023 • White River Energy Corp. • Transportation services • Nevada

GUARANTEE, dated as of August 10, 2023, made by White River Holdings Corp, a Delaware corporation, White River Energy Partners Management I, LLC, a Delaware limited liability company, White River Energy LLC, a Texas limited liability company, White River E&P LLC, a Texas limited liability company, White River SPV 2 LLC, a Texas limited liability company, White River SPV 3 LLC, a Texas limited liability company, and White River Operating LLC, a Texas limited liability company (collectively, the “Guarantors”), in favor of Smithline Family Trust I ( the “Purchaser”).

Amendment to MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • August 11th, 2023 • White River Energy Corp. • Transportation services

This amendment to MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”), dated as of August 10, 2023 (the “Effective Date”), is entered into by and between White River Holdings Corp (the “Company”), and Commenda, Inc. (“Commenda”). The Company and Commenda are sometimes referred to individually as a “Party” and collectively as the “Parties.”

AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND NOTE
Securities Purchase Agreement and Note • August 11th, 2023 • White River Energy Corp. • Transportation services

AMENDMENT TO SECURITIES PURCHASE AGREEMENT, dated as of August 10, 2023 (this “Agreement”), by and between Smithline Family Trust I, a New York family trust (“Smithline Family Trust”), and White River Energy Corp, Inc., a Nevada corporation (the “Company”), having its principal place of business at 609 West Dickson St., Suite 102 G, Fayetteville, AR, and Note issued pursuant thereto. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Securities Purchase Agreement, dated as of December 16, 2022, by and between Smithline Family Trust and the Company (the “Securities Purchase Agreement”).

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