SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • New York
November 27, 2019, between Exactus, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including each successors and assigns, the “Purchaser” or in the aggregate, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • December 4th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • New York
This SECURITY AGREEMENT, dated as of November 27, 2019 (this “Agreement”), is among Exactus, Inc., a Nevada corporation (the “Company”), any subsidiary and affiliate of the Company that is a signatory hereto either now or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and 3i, LP, as a secured party and Agent, and the other secured parties signatory hereto their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 4th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • New York
SUBSIDIARY GUARANTEE, dated as of November 27, 2019 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), between Exactus, Inc., a Nevada corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Agreement is being entered into pursuant to the Securities Purchase Agreement dated as of the date hereof between the Company and the Purchaser (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT EXACTUS, INC.Exactus, Inc. • December 4th, 2019 • Heating equipment, except electric & warm air furnaces
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, 3i, LP 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 November 27, 2019 (the “Issuance Date”) and on or prior to the close of business on the second (2nd) year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Exactus, Inc., a Nevada corporation (the “Company”), up to 275,612 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “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).
FORM OF 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE NOVEMBER 26, 2020Permitted Indebtedness and Liens • December 4th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • New York
THIS 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Promissory Notes of EXACTUS, INC., a Nevada corporation (the “Company”), having its principal place of business at 80 NE 4th Avenue, Suite 28, Delray Beach, Florida 33483, designated as its 8% Senior Secured Convertible Promissory Note due November 26, 2020 (this “Note”, and collectively with the other Notes of such series, the “Notes”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 4th, 2019 • Exactus, Inc. • Heating equipment, except electric & warm air furnaces • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of November 27, 2019, by Exactus, Inc., a Nevada corporation (the “Grantor”), in favor of 3i, LP, as a secured lender and Agent, and the other Secured Parties signatory to the Security Agreement (collectively, the “Secured Party”).
