SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2016 • Soupman, Inc. • Retail-nonstore retailers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2016, between Soupman, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE APRIL 1, 2018Soupman, Inc. • August 2nd, 2016 • Retail-nonstore retailers • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of Soupman, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 1110 South Avenue, Suite 100, Staten Island, New York 10314, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due April 1, 2018 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • August 2nd, 2016 • Soupman, Inc. • Retail-nonstore retailers • New York
This SECURITY AGREEMENT, dated as of July 26, 2016 (this “Agreement”), is among Soupman, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries , the “ Guarantors ” and together with the Company , the “Debtors”) and the holders of the Company’s 8% Senior Secured Original Issue Discount Convertible Debentures due April 1, 2018, in the original aggregate principal amount of $3,360,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBORDINATION AGREEMENTSubordination Agreement • August 2nd, 2016 • Soupman, Inc. • Retail-nonstore retailers
The undersigned lender (“Creditor”) (a) is a creditor of Soupman, Inc., (the “Company” and together with its subsidiaries, the “Borrowers”)), and (b) has entered into a Settlement Agreement with the Company, dated as of October 9, 2015 (the “Settlement Agreement”), with respect to which Settlement Agreement the Company is in default. Creditor desires that Hillair Capital Investment LP (“Senior Lender”) extend and continue to extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lenders may deem proper, and continue to extend such financial accommodations to the Borrowers (“Senior Loans”); provided that the maximum aggregate principal amount of Senior Loans subject to this letter agreement shall be $8 million. For the purpose of inducing Senior Lenders to extend credit to the Borrowers and, at any time or from time to time, at Senior Lender’s option, to make such further loans, extensions of credit, or other accommodations to or for the account
