SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTSenior Secured Convertible Note Purchase Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
This Senior Secured Convertible Note Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of April 18, 2023, by and between Gravitas Education Holdings, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Best Assistant Education Online Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Best Assistant”) solely for the purpose of Section 9.6 hereof, and the purchaser listed on Exhibit A attached to this Agreement (the “Purchaser” and, together with the Company, the “Parties”).
ContractIndemnification Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • Delaware
This Indemnification Agreement (this “Agreement”) is made as of December 13, 2013, by and between Mynd.ai, Inc., a Cayman Islands exempted company (the “Company”), and ____________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
December 12, 2023, is made and entered into by and among Gravitas Education Holdings, Inc. (a/k/a Mynd.ai, Inc.), a Cayman Islands exempted company (the “Company”), and each of the parties set forth on Schedule A hereto (each, a “Holder” and collectively, the “Holders”).
RECITALSLoan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Loan Agreement and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
SECOND OMNIBUS AMENDMENT AND WAIVERMynd.ai, Inc. • March 27th, 2024 • Services-educational services
(x)Ascendent Rainbow (Cayman) Limited, a company incorporated under the Laws of the Cayman Islands with limited liability (“Secondary Seller 3”),
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
01308938 (“Promethean U.K.”, and together with Promethean U.S., each, a “Borrower” and collectively, the “Borrowers”), the financial institutions party to this Agreement from time to time as
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Loan Agreement and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
OMNIBUS AMENDMENT AND WAIVEROmnibus Amendment and Waiver • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services
LOAN AND SECURITY AGREEMENT Dated as of June 25, 2018 PROMETHEAN WORLD LIMITED,Loan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
THIS LOAN AND SECURITY AGREEMENT is dated as of June 25, 2018, among PROMETHEAN WORLD LIMITED, a company incorporated in England and Wales with company number 07118000 (“Parent”), PROMETHEAN INC., a Delaware corporation (“Promethean U.S.”), PROMETHEAN LIMITED, a company incorporated in England and Wales with company number 01308938 (“Promethean U.K.”, and together with Promethean U.S., each, a “Borrower” and collectively, the “Borrowers”), the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent and security trustee for the Lenders ( “Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of December 13, 2023, by and among Mynd.ai, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and formerly known as Gravitas Education Holdings, Inc. (the “Company”), and the investor listed on the signature page hereto (the “Purchaser”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchaser and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Holders” and individually each as a “Holder”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
This FIRST AMENDMENT AND LIMITED CONSENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of August L, 2018, and is entered into by and among PROMETHEAN WORLD LIMITED, a company incorporated in England and Wales with company number 07118000 ("Parent"), PROMETHEAN INC., a Delaware corporation ("Promethean U.S."), PROMETHEAN LIMITED, a company incorporated in England and Wales with company number 01308938 ("Promethean U.K.", and together with Promethean U.S., each, a "Borrower" and collectively, the "Borrowers"), the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association ("Bank of America"), as agent and security trustee for the Lenders ( "Agent").
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Loan Agreement and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Loan Agreement and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2024 • Mynd.ai, Inc. • Services-educational services • New York
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Loan Agreement and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
