10% original issue discount 5% Senior Convertible NOTE DUE NOVEMBER [__], 2018Probility Media Corp • May 23rd, 2018 • Services-educational services • New York
THIS 10% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 5% Senior Convertible Notes issued at a 10% original issue discount by Probility Media Corp., a Nevada corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
COMMON STOCK PURCHASE WARRANT Probility Media Corp.Probility Media Corp • May 23rd, 2018 • Services-educational services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________, 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ProBility Media Corp., a Nevada corporation (the “Company”), up to [___________] 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).
SECURITY AGREEMENTSecurity Agreement • May 23rd, 2018 • Probility Media Corp • Services-educational services • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of May 17, 2018 between ProBility Media Corp., a Nevada corporation (“PYBA”, together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all wholly-owned or majority-owned subsidiaries of PYBA acquired after the date hereof for so long as this Agreement remains in effect, are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and Cavalry Fund I LP, a Delaware limited partnership, in its capacity as Collateral Agent (subject to Section 1A, below) for the benefit of itself and each of the Purchasers (as hereinafter defined) (each a “Secured Party” and together with their successors and assigns, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 23rd, 2018 • Probility Media Corp • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2018 (the “Execution Date”), between Probility Media Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
