SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 29th, 2021 • Unrivaled Brands, Inc. • Engines & turbines • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of November 22, 2021, between Unrivaled Brands, Inc., a Nevada corporation (the “Company”), the purchasers identified on the signature pages hereto (each, an “Initial Purchaser” and, including their respective successors and permitted assigns, a “Purchaser”), _________, a _________limited liability company (“_________”), as collateral agent for the Purchaser Parties (in such capacity, and together with any successor and replacement named in accordance with this Agreement, the “Collateral Agent”) and, for purposes of Section 4.17 only, _________.
SECURITY AGREEMENTSecurity Agreement • November 29th, 2021 • Unrivaled Brands, Inc. • Engines & turbines • Nevada
This Security Agreement (this “Agreement”), dated as of November 22, 2021, is entered into by Unrivaled Brands, Inc., a Nevada corporation (the “Company”) and each of the other operating subsidiaries listed on the signature pages hereof (together with the Company, the “Grantors”) in favor of ________, a _____ limited liability company, for itself and as collateral agent (in such capacity and together with any successor and any replacement named in accordance with the Purchase Agreement, the “Collateral Agent”) for the holders (together with the Initial Holders, the “Holders” or the “Purchasers”) of, the Senior Secured Promissory Notes of the Company, designated as its Senior Secured Promissory Note due February 22, 2022 (the “Notes”), issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of November 22, 2021, between the Company and the Holders (the “Purchase Agreement”) and for the other Purchaser Parties.
SECURITY AGREEMENTSecurity Agreement • November 29th, 2021 • Unrivaled Brands, Inc. • Engines & turbines • California
THIS SECURITY AGREEMENT (as may be amended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 22, 2021, is made by Unrivaled Brands, Inc., a Nevada corporation (“Pledgor”), in favor of People’s California, LLC, a California limited liability company (“Lender”).
SENIOR SECURED PROMISSORY NOTE DUE FEBRUARY 22, 2022Unrivaled Brands, Inc. • November 29th, 2021 • Engines & turbines • Nevada
This Senior Secured Promissory Note is one of a series of duly authorized and validly issued Secured Notes of Unrivaled Brands, Inc., a Nevada corporation (the “Company”), designated as its Senior Secured Promissory Note due February 22, 2022 (this “Note” and, collectively with the other Notes of such series, the “Notes”), issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of November 22, 2021, between the Company and the purchasers signatory thereto (the “Purchase Agreement”).
GUARANTYGuaranty • November 29th, 2021 • Unrivaled Brands, Inc. • Engines & turbines • Nevada
This Guaranty (this “Guaranty”), dated as of November 22, 2021, by Unrivaled Brands, Inc., a Nevada corporation (together with its successors and, if permitted, assigns, the “Company”) and each of the other operating subsidiaries listed on the signature pages hereof as guarantor (together with the Company, the “Guarantors”), in favor of the purchasers (the “Purchasers”) of the Senior Secured Promissory Notes of the Company, designated as its Senior Secured Promissory Note due February 22, 2022 (the “Notes”) and Commitment Shares (“Commitment Shares” and together with the Notes, referred to collectively as the “Securities”), each issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of November 22, 2021, between the Company and the Purchasers (the “Purchase Agreement”) and ___________, a ________ limited liability company (together with its successors and registered assigns, “___________”), as collateral agent for the Purchasers (in such capacity, the “C
ContractUnrivaled Brands, Inc. • November 29th, 2021 • Engines & turbines
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THIS SECURITY MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • November 29th, 2021 • Unrivaled Brands, Inc. • Engines & turbines • California
THIS GUARANTY AND SECURITY AGREEMENT (as may be amended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 22, 2021, is made by:
