Form 8-K
8-K — LQR House Inc.
Accession: 0001213900-26-060557
Filed: 2026-05-22
Period: 2026-05-20
CIK: 0001843165
SIC: 2080 (BEVERAGES)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — ea0292013-8k_lqr.htm (Primary)
EX-10.1 — FORM OF NOTE PURCHASE AGREEMENT, DATED AS OF MAY 20, 2026, BY AND BETWEEN THE COMPANY AND THE PURCHASERS (ea029201301ex10-1.htm)
EX-10.2 — FORM OF PROMISSORY NOTE (ea029201301ex10-2.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
Filename: ea0292013-8k_lqr.htm · Sequence: 1
false
0001843165
0001843165
2026-05-20
2026-05-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 20, 2026
LQR HOUSE INC.
(Exact name of registrant as specified in its charter)
Delaware
001-41778
86-1604197
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
6538 Collins Ave. Suite 344
Miami Beach, Florida
33141
(Address of principal executive offices)
(Zip Code)
(786) 389-9771
(Registrant’s telephone number, including
area code)
N/A
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value per share
YHC
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Item 1.01. Entry into a Material
Definitive Agreement.
On May 20, 2026, LQR House Inc. (the “Company”)
entered into a Note Purchase Agreement (the “Purchase Agreement”) with certain non-U.S. purchasers party thereto
(the “Purchasers”), pursuant to which the Company issued unsecured promissory notes (the “Notes”)
to the Purchasers in an aggregate principal amount of up to $60,000,0000.
Pursuant to the Purchase Agreement, the Purchasers
have committed to fund advances under the Notes from time to time during the availability period specified therein upon the Company’s
delivery of draw notices in accordance with the terms of the Purchase Agreement. Funding under the Notes may be made in either (i) United
States Dollars or (ii) certain agreed digital assets, in each case pursuant to the procedures set forth in the Purchase Agreement.
The Notes bear interest at a rate of 6.0% per
annum and mature on May 20, 2028, unless earlier accelerated in accordance with their terms. The Notes constitute unsecured obligations
of the Company and rank pari passu in right of payment with the Company’s other unsecured and unsubordinated indebtedness and senior
in right of payment to indebtedness expressly subordinated to the Notes and to the Company’s equity securities.
The Purchase Agreement and the Notes contain customary
representations and warranties, affirmative covenants, negative covenants and events of default.
The foregoing descriptions of the Purchase Agreement
and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of the Purchase
Agreement and Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
10.1
Form of Note Purchase Agreement, dated as of May 20, 2026, by and between the Company and the Purchasers.
10.2
Form of Promissory Note.
104
Cover Page Interactive Data File (embedded within the XBRL document)
1
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
LQR HOUSE INC.
Dated: May 22, 2026
By:
/s/ Sean
Dollinger
Name:
Sean Dollinger
Title:
Chief Executive Officer
2
EX-10.1 — FORM OF NOTE PURCHASE AGREEMENT, DATED AS OF MAY 20, 2026, BY AND BETWEEN THE COMPANY AND THE PURCHASERS
EX-10.1
Filename: ea029201301ex10-1.htm · Sequence: 2
Exhibit
10.1
FORM
OF NOTE PURCHASE AGREEMENT
This
Note Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is
entered into as of May 20, 2026, by and between LQR House Inc., a corporation incorporated under the laws of the State of Delaware (the
“Company”), and each Purchaser identified on the signature pages hereto (each, including its successors and assigns,
a “Purchaser” and collectively, the “Purchasers”).
WHEREAS,
the board of directors (the “Board of Directors”) of the Company has authorized the issuance to each of the Purchasers
of certain Notes (as defined below); and
WHEREAS,
each Purchaser desires to acquire and fund a Note on the terms and conditions set forth in this Agreement.
NOW
THEREFORE, in consideration of the foregoing recitals and the covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Purchaser hereby agree as follows:
1.
DEFINITIONS.
As used in this Agreement, the following terms shall have the following meanings specified or indicated below, and such meanings shall
be equally applicable to the singular and plural forms of such defined terms:
“1933
Act” means the Securities Act of 1933, as amended.
“1934
Act” means the Securities Exchange Act of 1934, as amended.
“Affiliate”
means a Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control
with, the Person specified.
“Aggregate
Principal Amount” means, as of any date of determination, the aggregate Outstanding Principal Amount of all Notes.
“Agreement”
has the meaning set forth in the preamble.
“Availability
Period” means the period from and including the first Closing Date to and including the date that is two (2) years after the
Issuance Date of the Notes, or such earlier date on which the Total Commitments have been terminated or reduced to zero in accordance
with this Agreement.
“Board
of Directors” has the meaning set forth in the recitals.
“Business
Day” means any day other than a Saturday, Sunday or any other day on which banks are permitted or required to be closed in
New York City.
“Closing”
means the initial closing of the transactions contemplated by this Agreement pursuant to Section 2.1.
“Closing
Date” means the date on which the initial Closing occurs.
“Commitment”
means, with respect to any Purchaser, the obligation of such Purchaser to fund advances under its Note in an Aggregate Principal Amount
not to exceed the amount set forth on such Purchaser’s signature page hereto under the heading “Commitment,” as such
amount may be reduced or terminated from time to time in accordance with this Agreement.
“Common
Stock” means the common stock of the Company, par value $0.0001 per share.
“Company”
has the meaning set forth in the preamble.
“Defaulting
Purchaser” has the meaning set forth in Section 2.5.
“Draw
Amount” has the meaning set forth in Section 2.2.
“Draw
Notice” has the meaning set forth in Section 2.2.
“Event
of Default” has the meaning set forth in Section 7.1.
“Funding
Date” means, with respect to any Draw Notice, the date that is no later than two (2) Business Days following the date such
Draw Notice is delivered (or such other Business Day as the Company and the Requisite Holder may agree).
“IP
Rights” has the meaning set forth in Section 3.10.
“Law”
means any law, rule, regulation, order, judgment or decree, including, without limitation, any federal and state securities laws.
“Lead
Purchaser” means [ ].
“Losses”
has the meaning set forth in Section 5.13(a).
“Material
Adverse Effect” means any material adverse effect on (i) the businesses, properties, assets, operations, results of operations
or financial condition of the Company, or the Company and its Subsidiaries, taken as a whole or, (ii) the ability of the Company to consummate
the transactions contemplated by this Agreement or to perform its obligations hereunder or under the Notes; provided, however,
that none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into
account in determining whether there has been or would be, a Material Adverse Effect: (a) any adverse effect resulting from or arising
out of general economic conditions; (b) any adverse effect resulting from or arising out of general conditions in the industries in which
the Company and the Subsidiaries operate; (c) any adverse effect resulting from any changes to applicable Law; or (d) any adverse
effect resulting from or arising out of any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation
or worsening thereof; provided, further, that any event, occurrence, fact, condition or change referred to in clauses (a)
through (d) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably
be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company
and/or the Subsidiaries compared to other participants in the industries in which the Company and the Subsidiaries operate.
“Minimum
Draw Amount” means $1,000,000; provided that the final Draw Amount may be less than $1,000,000 if such Draw Amount is equal
to the then-remaining unused portion of the Total Commitments.
“Money
Laundering Laws” has the meaning set forth in Section 3.25.
“Note”
has the meaning set forth in Section 2.1.
“OFAC”
has the meaning set forth in Section 3.23.
“Outstanding
Principal Amount” means, at any time of determination, with respect to any Note, the Aggregate Principal Amount of advances
that have been funded under such Note and remain unpaid at such time.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Principal
Amount” means the principal amount of the Note(s) as of the applicable date of determination.
“Proceedings”
has the meaning set forth in Section 3.6.
2
“Purchaser”
has the meaning set forth in the preamble.
“Purchaser
Party” has the meaning set forth in Section 5.13(a).
“Qualified
Digital Assets” shall mean Bitcoin (BTC), Ether (ETH), USD Coin (USDC), Tether (USDT), or any other digital asset mutually
agreed in writing by the Company and the Requisite Holder.
“Requisite
Holder” means the Lead Purchaser or any successor in interest to the Lead Purchaser that is mutually agreed to by the Lead
Purchaser and the Company. For the purposes of clarity hereunder, only one entity shall serve as the Requisite Holder at any time hereunder
and the affirmative action or consent by the Requisite Holder shall bind all Purchasers hereunder.
“SEC”
means the United States Securities and Exchange Commission.
“SEC
Documents” has the meaning set forth in Section 3.5(a).
“Subsidiaries”
and “Subsidiary” have the meaning set forth in Section 3.4(b).
“Total
Commitments” means, at any time, the aggregate amount of the Commitments of all Purchasers at such time, which on the date
hereof shall be $60,000,000.
“Trading
Market” means whichever of the New York Stock Exchange, NYSE American, or the Nasdaq Stock Market (including the Nasdaq Global
Market or the Nasdaq Capital Market), on which the Common Stock is listed or quoted for trading on the date in question.
“Transaction
Documents” means this Agreement, the Notes, and any other documents or agreements executed or delivered in connection with
the transactions contemplated hereunder.
2.
PURCHASE AND ISSUANCE OF THE NOTES.
2.1
Commitments; Issuance of Notes.
(a) Subject
to the terms and conditions of this Agreement, each Purchaser severally (and not jointly) agrees to make available to the Company, from
time to time during the Availability Period, advances under its Note in an Aggregate Principal Amount not to exceed such Purchaser’s
Commitment. The obligations of each Purchaser under its Commitment are several and not joint, and no Purchaser shall be responsible for
the Commitment or obligations of any other Purchaser.
(b) On
the Closing Date, the Company shall issue to each Purchaser a duly executed Note in the original principal amount equal to such Purchaser’s
Commitment. The Notes shall evidence the obligations of the Company to repay all amounts advanced thereunder, whether funded in United
States Dollars or Qualified Digital Assets, together with interest and all other amounts payable in accordance with the terms thereof
and this Agreement. The initial issuance of the Notes pursuant to this Section 2.1 shall be referred to herein as the “Closing,”
and the date on which such issuance occurs shall be referred to as the “Closing Date”.
2.2
Draws; Funding Procedures.
(a) From
time to time during the Availability Period, the Company may request that the Purchasers fund a borrowing by delivering to each Purchaser
a written draw notice (each, a “Draw Notice”) specifying (i) the aggregate amount requested (the “Draw Amount”),
(ii) the proposed Funding Date, (iii) the form of funding (United States Dollars or Qualified Digital Assets), and (iv) the Company’s
wire instructions or designated wallet address, as applicable. Each Draw Amount shall be at least the Minimum Draw Amount, except for
any final Draw Amount equal to the remaining unused portion of the Total Commitments. The Funding Date shall be no later than two (2)
Business Days following the delivery of such Draw Notice.
3
(b) On
each Funding Date, upon receipt of a Draw Notice delivered in accordance with this Section 2.2, each Purchaser shall fund its
pro rata share of the Draw Amount, in the form specified by the Company in the applicable Draw Notice, by (i) wire transfer of immediately
available funds in United States Dollars to the account specified in the applicable Draw Notice or (ii) transfer of Qualified Digital
Assets to the wallet address specified in the applicable Draw Notice, in each case in an amount equal to such Purchaser’s pro rata
share of the Draw Amount (and, in the case of Qualified Digital Assets, having a value equal to such Purchaser’s pro rata share
of the Draw Amount, determined by reference to the price specified in the applicable Draw Notice), not later than 2:00 p.m. (New York
time) on such Funding Date.
(c) No
conditions precedent to any funding shall apply other than (i) receipt of a Draw Notice in accordance with this Section 2.2 and
(ii) the requirement that, after giving effect to such funding, the aggregate Outstanding Principal Amount of all Notes shall not exceed
the Total Commitments.
2.3
Priority of Obligation. As an inducement for the Purchaser to enter into this Agreement and to purchase the Notes, all obligations
of the Company pursuant to this Agreement and the Notes until repaid or otherwise satisfied shall rank at least pari passu in
right of payment with all other present and future unsecured and unsubordinated Indebtedness (as defined in Section 3.28 hereof)
of the Company (including all other Notes issued pursuant to this Agreement) and senior in right of payment to any Indebtedness of the
Company that is expressly subordinated in right of payment to the Notes and to all present and future equity securities of the Company.
2.4
Pro Rata Payments. The Company and each Purchaser hereby agree that, notwithstanding anything to the contrary contained herein
or in the Notes, to the extent the Company makes any payment of principal of, interest on, or any other amount under the Notes or this
Agreement to the Purchasers (or offers to make any prepayment thereof), all such payments shall be applied to the Outstanding Principal
Amount of the Notes held by all Purchasers on a pro rata basis based on the relative Outstanding Principal Amounts of such Notes at the
time of such payment or prepayment. If any Purchaser shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment
in respect of any principal of or interest on the Notes resulting in such Purchaser receiving payment of a proportion of the aggregate
amounts then due and payable in respect of the Notes greater than its pro rata share thereof as provided herein, then the Purchaser receiving
such greater proportion shall (a) notify the other Purchasers of such fact, and (b) purchase (for cash at face value) participations
in the amounts owing to the other Purchasers under the Notes, or make such other adjustments as shall be equitable, so that the benefit
of all such payments shall be shared by the Purchasers ratably in accordance with the Outstanding Principal Amount of and accrued interest
on their respective Notes and other amounts owing to them. The Company consents to the foregoing and agrees, to the extent permitted
by applicable law, that any Purchaser acquiring a participation pursuant to the foregoing arrangement may exercise against the Company
rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of the Company
in the amount of such participation.
2.5
Defaulting Purchasers.
(a)
If any Purchaser (a “Defaulting Purchaser”) fails to fund its pro rata share of any Draw Amount on the applicable
Funding Date in accordance with Section 2.2, and such failure continues for two (2) Business Days after written notice thereof
from the Company or the Requisite Holder, such Purchaser shall, for so long as such failure remains uncured, have no right to vote or
provide consents under this Agreement (except with respect to any amendment that would materially and disproportionately adversely affect
such Purchaser) and its Commitment shall be excluded from the determination of any voting thresholds based on the aggregate Commitments
or aggregate Outstanding Principal Amounts.
(b)
The obligations of the non-Defaulting Purchasers to fund their respective Funding Amounts shall not be increased or otherwise affected
by the failure of any Defaulting Purchaser to fund its Funding Amount, and no Purchaser shall have any obligation to fund any shortfall
resulting from such failure.
4
3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
Except as set forth in the Disclosure Schedules or (notwithstanding anything to the contrary herein including references to the Disclosure
Schedules) filings made by the Company with the SEC which Disclosure Schedules and filings with the SEC shall be deemed a part hereof
and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section
of the Disclosure Schedules, the Company represents and warrants to each Purchaser and covenants with each Purchaser that the following
representations and warranties are true and correct as of the date hereof and as of each Closing Date:
3.1
Organization and Qualification. The Company is a company duly incorporated and validly existing in good standing under the Laws
of Delaware and has the requisite corporate power and authority to own its properties and to carry on its business as now being conducted.
The Company is duly qualified to do business and is in good standing in every jurisdiction in which the ownership of its property or
the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified
or be in good standing would not have a Material Adverse Effect.
3.2
Authorization; Enforcement; Compliance with Other Instruments. The Company and each Subsidiary has the requisite corporate power
and authority to execute the Transaction Documents and to issue the Notes and enter into the obligations evidenced thereby pursuant hereto,
and to perform its obligations under the Transaction Documents. The execution and delivery of the Transaction Documents by the Company
and each Subsidiary and the issuance of the Notes by the Company pursuant hereto have been duly and validly authorized by the Company’s
Board of Directors, or member(s), as applicable and no further consent or authorization is required by the Company, the Company’s
Board of Directors, its shareholders or members or any other Person in connection therewith, assuming the accuracy of each Purchaser’s
representations in Section 4, and except such as have been waived and other than such filings as are required to be made
under applicable Laws. The Transaction Documents have been duly and validly executed and delivered by the Company to which they are a
party and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective
terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies
and no default or Event of Default would result therefrom.
3.3
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and each Subsidiary and
the issuance of the Notes hereunder will not (a) conflict with or result in a violation of the Company’s Certificate of Incorporation
or By-laws, (b) conflict with, or constitute a material default (or an event which, with notice or lapse of time or both, would
become a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in
the creation of any lien upon any material asset of the Company or any of the Subsidiaries pursuant to, any material agreement to which
the Company or any of the Subsidiaries is a party, or (c) violate in any material respect any Law or any rule or regulation of the Trading
Market applicable to the Company or any of the Subsidiaries or by which any of their properties or assets are bound or affected. Assuming
the accuracy of each Purchaser’s representations in Section 4 and subject to the making of the filings referred to
in Section 6, (i) no approval or authorization will be required from any governmental authority or agency, regulatory or
self-regulatory agency or other third party (including the Trading Market) in connection with the issuance of the Notes and the other
transactions contemplated by this Agreement, and (ii) the issuance of the Notes is exempt from the registration and qualification
requirements under the 1933 Act and all applicable state securities Laws.
3.4
Capitalization and Subsidiaries.
(a)
The Company’s Certificate of Incorporation and By-Laws on file with the SEC are true and correct copies of the Company’s
Certificate of Incorporation and By-Laws as in effect as of the date hereof. The Company is not in violation of any provision of the
Company’s Certificate of Incorporation and By-Laws nor is any Subsidiary in violation of its organization documents.
(b)
Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively,
the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of
such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued
and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests as of the date hereof. Each Subsidiary
is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, except to the extent that the
failure to be in good standing would not have a Material Adverse Effect, and has all requisite power and authority to own its properties
and to carry on its business as now being conducted.
5
3.5
SEC Documents; Financial Statements.
(a)
As of the date hereof and each Closing Date, the Company has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act since December 31, 2024 (all of the foregoing filed
prior to the date hereof, as they have been amended since the time of their filing, and all exhibits included therein and documents incorporated
by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing dates, the
SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading and no such SEC Document is the subject of any unresolved comment
by the SEC that would reasonably be expected to be material.
(b)
As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial
statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) consistently applied,
and audited by a firm that is a member of the Public Company Accounting Oversight Board, during the periods involved (except as may be
otherwise indicated in such financial statements or the notes thereto, except in the case of pro forma statements or, in the case of
unaudited interim statements, except to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present
in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its
operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit
adjustments).
(c)
Except as disclosed in the SEC Documents, the Company and each of the Subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and
to maintain asset accountability, (iii) reasonable controls to safeguard assets are in place and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.6
Litigation and Regulatory Proceedings. Except as disclosed in Schedule 3.6 or filings made by the Company with the
SEC, there are no actions, causes of action, suits, claims, proceedings, inquiries or investigations (collectively, “Proceedings”)
before or by any court, public board, government agency, self-regulatory organization or body pending or, to the Company’s knowledge
or any of the Subsidiaries, threatened against or affecting the Company or any of the Subsidiaries, or any of the Company’s or
the Subsidiaries’ officers or directors in their capacities as such, (i) which adversely affects or challenges the legality, validity
or enforceability of any of the Transaction Documents or the Notes or (ii) would, if there were an unfavorable decision, have or reasonably
be expected to result in a Material Adverse Effect; and, to the knowledge of the executive officers of the Company, there is no reason
to believe that there is any basis for any such Proceeding.
3.7
No Undisclosed Events, Liabilities or Developments. Except for the issuance of the Notes contemplated by this Agreement or
as set forth on Schedule 3.7, no event, development or circumstance has occurred or exists, or to the Company’s knowledge
is reasonably anticipated to occur or exist that (a) would reasonably be anticipated to have a Material Adverse Effect or (b) would be
required to be disclosed by the Company under applicable securities Laws and which has not been publicly announced.
3.8
Compliance with Law. Except as disclosed in Schedule 3.8, the Company and each of the Subsidiaries have conducted and
are conducting their respective businesses in compliance in all material respects with all applicable Laws and are in compliance in all
material respects with the rules and regulations of the Trading Market and is not in receipt of any written notice of any material non-compliance
with applicable Laws. Except as disclosed in Schedule 3.8, the Company is not aware of any facts which could reasonably be anticipated
to lead to a delisting of the Common Stock by the Trading Market in the future.
6
3.9
Employee Relations. Neither the Company nor any Subsidiary is involved in any union labor dispute nor, to the knowledge of
the Company, is any such dispute threatened. Neither the Company nor any Subsidiary is a party to any collective bargaining agreement.
No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the Company’s
employ or otherwise terminate such officer’s employment with the Company.
3.10
Intellectual Property Rights. The Company and each Subsidiary owns or possesses or can acquire on reasonable terms adequate
rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights,
copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights (collectively,
“IP Rights”) used in or reasonably necessary to conduct their respective businesses as now conducted. None of the
material IP Rights of the Company or any of the Subsidiaries are expected to expire or terminate within three (3) years from the date
of this Agreement. Neither the Company nor any Subsidiary has received any notice alleging that it is infringing, misappropriating or
otherwise violating any IP Rights of any other Person. No written notice of a claim has been received by, and no Proceeding is pending
against, the Company or any Subsidiary alleging that the Company or any Subsidiary is infringing, misappropriating or otherwise violating
the IP Rights of any other Person, and, to the Company’s knowledge, no such claim or Proceeding is threatened, and the Company
is not aware of any facts or circumstances which might give rise to any such claim or Proceeding. The Company and the Subsidiaries have
taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all of their material IP Rights.
3.11
Environmental Laws. Except, in each case, as would not be reasonably anticipated to have a Material Adverse Effect, the Company
and the Subsidiaries (a) are in compliance with any and all applicable Laws relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or contaminants, (b) have received and hold all permits, licenses
or other approvals required of them under all such Laws to conduct their respective businesses and (c) are in compliance with all terms
and conditions of any such permit, license or approval.
3.12
Title to Assets. The Company and the Subsidiaries have good and marketable title to all personal property (other than IP Rights,
which is addressed in Section 3.10) owned by them which is material to their respective businesses, in each case free and clear
of all liens, encumbrances and defects except those set forth on Schedule 3.12 or filings made by the Company with the SEC. Any
real property and facilities held under lease by the Company or any Subsidiary are held under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings
by the Company and the Subsidiaries.
3.13
Insurance. The Company and each of the Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary in the businesses
in which the Company and the Subsidiaries are engaged. Neither the Company nor any of the Subsidiaries has been refused any insurance
coverage sought or applied for, and the Company has no reason to believe that it will not be able to renew all existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar insurers.
3.14
Regulatory Permits. The Company and the Subsidiaries have in full force and effect all certificates, approvals, authorizations
and permits from all regulatory authorities and agencies necessary to own, lease or operate their respective properties and assets and
conduct their respective businesses, and neither the Company nor any Subsidiary has received any notice of Proceedings relating to the
revocation or modification of any such certificate, approval, authorization or permit, except for such certificates, approvals, authorizations
or permits with respect to which the failure to hold would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.
3.15
No Materially Adverse Contracts, Etc. Neither the Company nor any of the Subsidiaries is (a) subject to any charter, corporate
or other legal restriction, or any judgment, decree or order which in the judgment of the Company’s officers has or would reasonably
be expected in the future to have a Material Adverse Effect or (b) a party to any contract or agreement which in the judgment of the
Company’s management has or would reasonably be anticipated to have a Material Adverse Effect.
7
3.16
Taxes. The Company and the Subsidiaries each has made or filed, or caused to be made or filed, all United States federal,
and applicable state, local and non-U.S. tax returns, reports and declarations required by any jurisdiction to which it is subject and
has paid all taxes and other governmental assessments and charges that are material in amount, required to be paid by it, regardless
of whether such amounts are shown or determined to be due on such returns, reports and declarations, except those being contested in
good faith by appropriate proceedings and for which it has set aside on its books provision reasonably adequate for the payment of all
taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and, to the knowledge of the Company, there is no basis for any
such claim and there are no tax liens on any material assets of the Company or any Subsidiary.
3.17
Solvency. After giving effect to the receipt by the Company of the proceeds from the transactions contemplated by this Agreement,
(a) the Company’s book value of its assets exceeds the Company’s book value of existing debts and other liabilities (without
regard to any potential contingent liabilities) as they mature; and (b) the current cash flow of the Company, together with the proceeds
the Company would receive, were it to liquidate all of its assets at book value, after taking into account all anticipated uses of the
cash, would be sufficient to pay all amounts on or in respect of its debt at book value when such amounts are required to be paid. The
Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts
of cash to be payable on or in respect of its debt). Except as disclosed as set forth in Schedule 3.17, the Company has no knowledge
of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction and the Company is not engaged in any business or transaction for which its property would constitute unreasonably
small capital.
3.18
Investment Company. The Company is not, and is not an Affiliate of, an “investment company” required to be registered
under the Investment Company Act of 1940, as amended.
3.19
Certain Transactions. Other than as disclosed in Schedule 3.19, there are no contracts, transactions, arrangements
or understandings between the Company or any of its Subsidiaries, on the one hand, and any director, officer or employee thereof on the
other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s
Annual Report on Form 10-K or proxy statement pertaining to an annual meeting of shareholders.
3.20
No General Solicitation; Private Offering. The Company has not, and no person acting on its behalf has, engaged in any form
of general solicitation or general advertising in connection with the offer or sale of the Notes. The Company intends that the offer
and sale of the Notes be exempt from registration under the 1933 Act pursuant to Regulation S and, to the extent applicable, Section
4(a)(2) thereof.
3.21
Acknowledgment Regarding the Purchasers’ Purchase of the Notes. The Company’s Board of Directors has approved
the execution of the Transaction Documents and the issuance of the Notes, based on its own independent evaluation and determination that
the terms of the Transaction Documents are reasonable and fair to the Company and in the best interests of the Company and its shareholders.
The Company is entering into this Agreement and is issuing and selling the Notes voluntarily. The Company has had independent legal counsel
of its own choosing review the Transaction Documents and advise the Company with respect thereto. The Company acknowledges and agrees
that each Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to its Notes and the transactions
contemplated hereby and that neither such Purchaser nor any person affiliated with such Purchaser is acting as a financial advisor to,
or a fiduciary of, the Company (or in any similar capacity) with respect to execution of the Transaction Documents or the issuance of
the Notes or any other transaction contemplated hereby.
3.22
No Brokers’, Finders’ or Other Advisory Fees or Commissions. Except as set forth on Schedule 3.22, no brokers,
finders or other similar advisory fees or commissions will be payable by the Company or any Subsidiary or by any of their respective
agents with respect to the issuance of the Notes or any of the other transactions contemplated by this Agreement.
8
3.23
OFAC. None of the Company nor any of the Subsidiaries nor, to the best knowledge of the Company, any director, officer, agent,
employee, affiliate or person acting on behalf of the Company and/or any Subsidiary has been or is currently subject to any United States
sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”);
and the Company will not directly or indirectly use any proceeds received from the Purchaser, or lend, contribute or otherwise make available
such proceeds to its Subsidiaries or to any affiliated entity, joint venture partner or other person or entity, to finance any investments
in, or make any payments to, any country or person currently subject to any of the sanctions of the United States administered by OFAC.
3.24
No Foreign Corrupt Practices. None of the Company or any of the Subsidiaries has, directly or indirectly: (a) made or authorized
any contribution, payment or gift of funds or property to any official, employee or agent of any governmental authority of any jurisdiction
except as otherwise permitted under applicable Law; or (b) made any contribution to any candidate for public office, in either case,
where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Foreign Corrupt
Practices Act or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering
a similar subject matter applicable to the Company or its Subsidiaries and their respective operations and the Company has instituted
and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
with such legislation.
3.25
Anti-Money Laundering. The operations of each of the Company and the Subsidiaries are and have been conducted at all times
in compliance with all applicable anti-money laundering laws, regulations, rules and guidelines in its jurisdiction of association and
in each other jurisdiction in which such entity, as the case may be, conducts business (collectively, the “Money Laundering
Laws”) and no action, suit or proceeding by or before any court or governmental authority involving the Company or its Subsidiaries
with respect to any of the Money Laundering Laws is, to the best knowledge of the Company, pending, threatened or contemplated.
3.26
Disclosure. The Company confirms that neither it, nor to its knowledge, any other Person acting on its behalf, has provided
the Purchaser or its agents or counsel with any information that the Company believes constitutes material, non-public information. The
Company understands and confirms that the Purchaser will rely on the foregoing representations and covenants in effecting transactions
in securities of the Company. All disclosures provided to the Purchaser regarding the Company, its business and the transactions contemplated
hereby, furnished by or on behalf of the Company (including the Company’s representations and warranties set forth in this Agreement)
are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading
and the Company has not omitted to disclose any information necessary to make the information provided not misleading in any material
respect.
3.27
[Reserved]
3.28
Indebtedness. Except as listed on Schedule 3.28 or disclosed in the SEC Documents, neither the Company nor any Subsidiary
has any outstanding Indebtedness. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for
borrowed money or amounts owed in excess of $250,000 (other than trade accounts payable incurred in the ordinary course of business),
(y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or
should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease
payments in excess of $10,000 due under leases required to be capitalized in accordance with GAAP. Except as set forth on Schedule
3.28, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
3.29
Non-Shell Status. The Company represents that it is not a “shell” issuer as defined under Rule 144.
3.30
Trading Market. As of the date hereof, the Common Stock is not a “penny stock” as defined in SEC Rule 240.3a51-1
(17 CFR § 240.3a51-1).
9
3.31
Regulation S. (a) Neither the Company nor any of its affiliates (as defined in Rule 501 under the Securities Act) nor any person
acting on its or their behalf has engaged or will engage in any directed selling efforts (as defined in Rule 902 under the Securities
Act) in connection with the issuance of the Notes and they have complied and will comply with the offering restrictions requirement of
Regulation S under the Securities Act. (b) The Notes have not been and will not be registered under the Securities Act, and may not be
transferred, assigned or otherwise disposed of within the United States or to, or for the account or benefit of, U.S. persons except
in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities
Act. Each Purchaser represents, warrants and undertakes that it has not transferred or disposed of, and will not offer and sell any Securities
(i) as part of their distribution at any time and (ii) otherwise until 40 days after the Closing Date, except in accordance with Regulation
S under the Securities Act. Each Purchaser also agrees that, at or prior to confirmation of transfer of the Notes, it will have sent
to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during
the distribution compliance period (as defined in Rule 902 of the Securities Act) a confirmation or notice to substantially the following
effect:
“The
securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”),
and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution
at any time or (ii) otherwise until 40 days after the Closing Date, except in either case in accordance with Regulation S under the Securities
Act. “
3.32
No Other Representations. Except for the representations and warranties set forth in this Agreement and in other Transaction
Documents, the Company makes no other representations or warranties to the Purchasers.
4.
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER.
Each Purchaser represents and warrants to the Company as follows:
4.1
Organization and Qualification. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing
and in good standing under the laws of the jurisdiction of its association or formation.
4.2
Authorization; Enforcement; Compliance with Other Instruments. Such Purchaser has the requisite power and authority to enter into
the Transaction Documents and to perform its obligations thereunder. The execution and delivery by such Purchaser of the Transaction
Documents to which it is a party have been duly and validly authorized by such Purchaser’s governing body, as necessary, and no
further consent or authorization is required. The Transaction Documents to which it is a party have been duly and validly executed and
delivered by such Purchaser and constitute valid and binding obligations of such Purchaser, enforceable against such Purchaser in accordance
with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement of creditors’ rights
and remedies.
4.3
No Conflicts. The execution, delivery and performance of the Transaction Documents to which it is a party by such Purchaser and
the purchase of a Note by such Purchaser will not (a) conflict with or result in a violation of such Purchaser’s organizational
documents, if applicable, (b) conflict with, or constitute a material default (or an event which, with notice or lapse of time or both,
would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any
material agreement, contract, indenture mortgage, indebtedness or instrument to which such Purchaser is a party, or (c) violate any Law
applicable to such Purchaser or by which any of such Purchaser’s properties or assets are bound or affected. No approval or authorization
will be required from any governmental authority or agency, regulatory or self-regulatory agency or other third party in connection with
the purchase of a Note and the other transactions contemplated by this Agreement and such Purchaser is not subject to any restriction
that would prevent or materially delay the funding of its pro rata share of any Draw Amount pursuant to Section 2.2.
10
4.4
Investment Intent; Accredited Purchaser. Each Purchaser is purchasing its Note for its own account, for investment purposes, and
not with a view towards distribution. Such Purchaser is an “accredited Purchaser” as such term is defined in Rule 501(a)
of Regulation D of the 1933 Act. Such Purchaser has, by reason of its business and financial experience, such knowledge, sophistication
and experience in financial and business matters and in making investment decisions of this type that it is capable of (a) evaluating
the merits and risks of an investment in its Note and making an informed investment decision, (b) protecting its own interests and (c)
bearing the economic risk of such investment for an indefinite period of time. Such Purchaser is not an entity formed for the specific
purpose of acquiring its Note. Such Purchaser acknowledges that it has a binding obligation to fund its pro rata share of any Draw Amount
in accordance with this Agreement.
4.5
Acknowledgement of Risk; Opportunity to Discuss. Each Purchaser acknowledges that an investment in the Company is speculative
and subject to numerous risks, including those risks described in the SEC Documents. Each Purchaser has reviewed and understands the
risks related to the Company and its business as described in the SEC Documents. Each Purchaser has received all materials relating to
the business, finance and operations of the Company and the Subsidiaries as it has requested and has had an opportunity to discuss the
business, management and financial affairs of the Company and the Subsidiaries with the Company’s management. In making its investment
decision, such Purchaser has relied solely on its own due diligence performed on the Company by its own representatives. Such Purchaser
acknowledges that it has the financial capacity to satisfy its funding obligations under this Agreement.
4.6
Restricted Securities. Each Purchaser understands that its Note has not been registered under the 1933 Act, and may not be
transferred, assigned, pledged or otherwise disposed of except (i) to the Company or any of its Subsidiaries, (ii) in an offshore transaction
in compliance with Regulation S under the 1933 Act, or (iii) pursuant to an available exemption from the registration requirements of
the 1933 Act and in compliance with applicable securities laws. Each Purchaser acknowledges that any instrument or book-entry position
representing its Note may bear a legend reflecting such transfer restrictions and that it may be required to bear the economic risk of
its investment for an indefinite period of time. The Purchaser understands that it has been advised to consult legal counsel prior to
making any offer, resale, pledge or transfer of its Note(s).
4.7
Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any Person, other than the Company and its
officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that neither the Lead Purchaser
nor any Purchaser, nor any of their respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser
shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase
of the Notes.
4.8 No
Other Representations. Except for the representations and warranties set forth in this Agreement and in other Transaction
Documents, such Purchaser makes no other representations or warranties to the Company.
4.9 Regulation
S. Neither such Purchaser nor any of its affiliates (as defined in Rule 501 under the Securities Act) nor any person acting on its
or their behalf has engaged or will engage in any directed selling efforts (as defined in Rule 902 under the Securities Act) in connection
with the offering of the Notes and they have complied and will comply with the offering restrictions requirement of Regulation S under
the Securities Act. Such Purchaser is not a ‘U.S. person’ as defined in Regulation S and is acquiring the Notes in an offshore
transaction (as defined in Regulation S).
4.10
Funding Capability. Such Purchaser has sufficient immediately available funds or access to funds to enable it to fund its pro
rata share of any Draw Amount as required under this Agreement.
5.
OTHER AGREEMENTS OF THE PARTIES.
5.1
[Reserved]
5.2
Furnishing of Information. For so long as any Note remains outstanding (or until all obligations under the Notes have been
paid in full), the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to the 1934 Act.
11
5.3
Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company
shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the
1933 Act) that will be integrated with the issuance of the Notes in a manner that would require the registration under the 1933 Act of
the issuance of the Notes to the Purchaser.
5.4
Notification of Certain Events. The Company shall give prompt written notice to each Purchaser of (a) any notice or other
communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the
transactions contemplated by this Agreement or any other Transaction Document, or (b) any Proceeding pending or, to the Company’s
knowledge, threatened against a party relating to the transactions contemplated by this Agreement or any other Transaction Document.
5.5
[Reserved]
5.6
Use of Proceeds. The Company shall use the proceeds of the Notes for general corporate purposes, including, without limitation,
working capital, capital expenditures, acquisitions and other investments, and other lawful corporate purposes, in each case as determined
by the Company in its discretion.
5.7
Affirmative Covenants. For so long as any Note remains outstanding, the Company covenants and agrees as follows:
(a)
Compliance with Laws. The Company shall, and shall cause each of its Subsidiaries to, comply in all material respects with all
applicable Laws, orders, judgments and decrees of any governmental authority applicable to the Company or its Subsidiaries or their respective
businesses, properties or assets.
(b)
Payment of Taxes and Claims. The Company shall, and shall cause each of its Subsidiaries to, pay and discharge, before the same
shall become delinquent, all material taxes, assessments and governmental charges or levies imposed upon it or upon its income, profits
or property; provided, however, that neither the Company nor any Subsidiary shall be required to pay or discharge any such tax, assessment
or charge that is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established
in accordance with GAAP.
(c)
Corporate Existence. The Company shall, and shall cause each of its Subsidiaries to, preserve and maintain its legal existence
and all material rights, privileges, licenses and franchises necessary or desirable in the normal conduct of its business, except to
the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.
(d)
Books and Records. The Company shall, and shall cause each of its Subsidiaries to, keep proper books of record and account in
which full, true and correct entries shall be made of all financial transactions and the assets and business of the Company and each
Subsidiary in accordance with GAAP.
(e)
Notice of Default. The Company shall promptly, and in any event within five (5) Business Days after any officer of the Company
obtains knowledge thereof, provide written notice to the Requisite Holder of (i) the occurrence of any Event of Default or any event
or condition that, with the giving of notice or the passage of time or both, would constitute an Event of Default and (ii) the commencement
of any Proceeding that would reasonably be expected to result in a Material Adverse Effect, together with a description of the nature
of such Event of Default or Proceeding and the steps, if any, being taken or proposed to be taken by the Company to cure or address the
same.
(f)
Investment Company Act. The Company shall conduct its businesses in a manner so that it will not be required to register as an
“investment company” as such term is defined in the Investment Company Act of 1940, as amended.
5.8
[Reserved]
5.9
[Reserved]
12
5.10
[Reserved]
5.11
[Reserved]
5.12
Securities Laws Disclosure; Publicity. The Company shall, within four (4) Trading Days following the date hereof, file a Current
Report on Form 8-K (“Form 8-K”) or other public disclosure disclosing the material terms of the transactions contemplated
hereby and including this Agreement as an exhibit thereto; provided, however, that the Company may not issue such press release or file
such Form 8-K or other public disclosure without the prior written consent (including by electronic mail) of the Requisite Holder, which
shall not be unreasonably withheld or delayed. The Company shall not issue any press release nor otherwise make any such public statement
regarding the Purchasers or the Transaction Documents without the prior written consent (including by electronic mail) of the Requisite
Holder, except (i) if such disclosure is required by Law, in which case the Company shall (a) ensure that such disclosure is restricted
and limited in content and scope to the maximum extent permitted by Law to meet the relevant disclosure requirement and (b) provide a
copy of the proposed disclosure to the Requisite Holder for review prior to release and the Company shall incorporate the reasonable
comments of the Requisite Holder or (ii) to the extent such press release or public statement contains only information previously disclosed
in a press release or public statement previously approved in accordance with clause (i) of this Section 5.12. Each Purchaser
will promptly provide any information reasonably requested by the Company or any of its Affiliates for any regulatory application or
filing made or to be made or approval sought in connection with the transactions contemplated by this Agreement (including filings with
the SEC). Following the execution of this Agreement, each Purchaser and its Affiliates and/or advisors may, upon receiving the prior
written consent of the Requisite Holder, place announcements on their respective corporate websites and in financial and other newspapers
and publications (including, without limitation, customary “tombstone” advertisements) describing such Purchaser’s
relationship with the Company under this Agreement and including the name and corporate logo of the Company. Notwithstanding anything
herein to the contrary, to comply with United States Treasury Regulations Section 1.6011-4(b)(3)(i), each of the Company and each Purchaser,
and each employee, representative or other agent of the Company or such Purchaser, may disclose to any and all persons, without limitation
of any kind, the U.S. federal and state income tax treatment, and the U.S. federal and state income tax structure, of the transactions
contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating
to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy
provided to such recipient.
5.13
Indemnification of the Purchasers.
(a)
The Company will indemnify and hold each Purchaser, its Affiliates and their respective directors, officers, managers, shareholders,
members, partners, employees and agents and permitted successors and assigns (each, a “Purchaser Party”) harmless
from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation and defense (collectively, “Losses”)
that any such Purchaser Party may suffer or incur as a result of or relating to:
(i)
any material breach or inaccuracy of any representation, warranty, covenant or agreement made by the Company in any Transaction Document;
(ii)
any material misrepresentation made by the Company in any Transaction Document or in any SEC Document;
(iii)
any material omission to state any material fact necessary in order to make the statements made in any SEC Document, in light of the
circumstances under which they were made, not misleading;
(iv)
any Proceeding before or by any court, public board, government agency, self-regulatory organization or body based upon, or resulting
from the execution, delivery, performance or enforcement of any of the Transaction Documents or the consummation of the transactions
contemplated thereby, and whether or not such Purchaser is party thereto by claim, counterclaim, crossclaim, as a defendant or otherwise,
or if such Proceeding is based upon, or results from, any of the items set forth in clauses (i) through (iii) of this Section 5.13;
13
provided,
however, in the case of clauses (ii) and (iii) of this Section 5.13, the Company is subject to the indemnification provisions
in Section 5.13(a) to the extent, but only to the extent, that the applicable misrepresentation or omission is based upon information
regarding such Purchaser furnished in writing to the Company by or on behalf of the Purchaser expressly for use therein or the Purchaser
has omitted a material fact from such information or otherwise violated the 1933 Act, 1934 Act or any state securities law, or any rule
or regulation thereunder.
(b)
If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such
Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with
counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,
(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there
is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position
of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such
separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party
effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent,
but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,
warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.
(c)
In addition to the indemnity provided for in this Section 5.13, the Company will reimburse each Purchaser Party for its reasonable
legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection
therewith, as such expenses are incurred.
(d)
The provisions of this Section 5.13 shall survive the termination or expiration of this Agreement.
5.14
Non-Public Information. Except to the extent necessary to fulfill its notice, disclosure or similar obligations hereunder
or under any Transaction Document, the Company covenants and agrees that neither it nor any other Person acting on its behalf will provide
the Purchasers or their agents or counsel with any information that the Company believes constitutes material, non-public information.
Except in connection with the fulfillment of its notice, disclosure or similar obligations hereunder or under any Transaction Document,
to the extent the Company provides a Purchaser with material, non-public information, the Company shall publicly disclose such information
within forty-eight (48) hours of providing the information to such Purchaser, provided that if the last day of any such time period is
not a Trading Day, such time period shall be extended to 9:30 a.m., New York City Time, on the next Trading Day following the day on
which it would otherwise end. The Company understands and confirms that the Purchasers shall be relying on the foregoing representation
in effecting transactions in securities of the Company. If the Company fails to comply with its obligations under this Section 5.14,
a liquidated damages charge of 1.5% of the outstanding principal balance of each Note will be assessed and will become immediately due
and payable each month while such failure remains uncured to the Purchasers at their election in the form of a cash payment or added
to the balance of the respective Note.
5.15
[Reserved]
5.16
[Reserved]
5.17
Set-Off.
(a)
Each Purchaser may, subject to the pro rata sharing provisions set forth in Section 2.4, set off any of its obligations to the
Company (whether or not due for payment) against any of the Company’s obligations to such Purchaser (whether or not due for payment)
under this Agreement and/or any other Transaction Document.
14
(b)
Each Purchaser may do anything necessary to effect any set-off undertaken in accordance with this Section 5.17 (including varying
the date for payment of any amount payable by the Purchaser to the Company).
(c)
The Company may set off any of its obligations to a Purchaser (whether or not due for payment) against any of such Purchaser’s
obligations to the Company (whether or not due for payment) under this Agreement and/or any other Transaction Document.
(d)
The Company may do anything necessary to effect any set-off undertaken in accordance with this Section 5.17 (including varying the date
for payment of any amount payable by the Company to a Purchaser).
6.
CLOSING CONDITIONS
6.1
Conditions Precedent to the Obligations of each Purchaser. The obligations of each Purchaser to enter into this Agreement
and to accept delivery of its Note on the Closing Date are subject to the satisfaction (or waiver by the Requisite Holder) of the following
conditions:
(a)
Required Documentation. The Company shall have delivered to the Purchasers (i) copies of duly executed resolutions or written
consents of its board of directors (or equivalent governing body), approving and authorizing the execution, delivery and performance
of the Transaction Documents and the transactions contemplated thereby, and (ii) copies of each Transaction Document, duly executed by
the Company;
(b)
[Reserved]
(c)
[Reserved]
(d)
Consents and Permits. The Company shall have obtained and delivered to the Purchasers copies of all material permits, approvals
and registrations necessary for the execution, delivery and performance of this Agreement and the other Transaction Documents and the
consummation of the transactions contemplated hereby and thereby;
(e)
No Event(s) of Default. No Event of Default has occurred and no Event of Default would result from the execution of this Agreement
or any of the Transaction Documents or the transactions contemplated hereby or thereby;
(f)
Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct in
all material respects as of the date when made and as of such Closing as though made on and as of such date;
(g)
Performance. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to such Closing;
(h)
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents;
(i)
No Suspensions of Trading in the Common Stock; Listing. Trading in the Common Stock shall not have been suspended by the SEC or
any Trading Market (except for any suspensions of trading of not more than one day on which the Trading Market is open solely to permit
dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Common
Stock shall have been at all times since such date listed for trading on a Trading Market;
(j)
[Reserved]; and
15
(k)
Non-Public Information. The Company shall, at or before 9:30 a.m., New York City Time, on or prior to the fourth business day
after the date of each Closing, release or file, as applicable, a press release or a Current Report on Form 8-K or other applicable public
disclosure describing the terms of the Closing (the “Cleansing Release”). From and after the filing of the Cleansing
Release, the Company shall have disclosed all material, non-public information (if any) provided up to such time to each Purchaser by
the Company or any of its officers, directors, employees or agents. In addition, upon the filing of the Cleansing Release, the Company
acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions
contemplated hereby or as otherwise disclosed in the Cleansing Release, whether written or oral, between the Company, or any of its officers,
directors, affiliates, employees or agents, on the one hand, and any of the Purchasers or any of their affiliates, on the other hand,
shall terminate.
6.2
Conditions Precedent to the Obligations of the Company. The obligation of the Company to issue a Note to a Purchaser on the
Closing Date is subject to the satisfaction or waiver by the Company, on or prior to the Closing Date, of each of the following conditions:
(a)
Required Documentation. Such Purchaser shall have delivered to the Company each Transaction Document to which it is a party, duly
executed by such Purchaser;
(b)
Representations and Warranties. The representations and warranties of such Purchaser contained herein shall be true and correct
in all material respects as of the date when made and as of such Closing Date as though made on and as of such date;
(c)
Performance. The Purchasers shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to such Closing; and
(d)
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents.
6.3
Conditions to Each Funding. The obligations of each Purchaser to fund its pro rata share of any Draw Amount pursuant to a Draw
Notice on the applicable Funding Date are subject solely to the satisfaction (or waiver by the Requisite Holder) of the following conditions
as of such Funding Date:
(a)
Draw Notice. Each Purchaser shall have received a duly completed Draw Notice in accordance with Section 2.2;
(b)
No Over-Advance. Immediately after giving effect to such funding, the aggregate Outstanding Principal Amount of all Notes shall
not exceed the Total Commitments; and
(c)
Core Events of Default. No Event of Default under Section 7.1(a) or Section 7.1(b) shall have occurred and be continuing.
7.
EVENTS OF DEFAULT
7.1
Events of Default. The occurrence of any of the following events shall be an “Event of Default” under this
Agreement:
(a)
any failure by the Company to pay when due any principal of or interest on any Note;
(b)
the Company shall fail to observe or perform in any material respect its obligations under Section 2.4 or Section 2.5 and,
if such failure is curable, such failure shall continue unremedied for a period of ten (10) Business Days after written notice thereof
from the Requisite Holder;
16
(c)
any of the representations or warranties made by the Company or any of its agents, officers, directors, employees or representatives
in any Transaction Document or public filing being inaccurate, false or misleading in any material respect, as of the date as of which
it is made or deemed to be made, or any certificate or financial or other written statements furnished by or on behalf of the Company
to the Purchaser or any of its representatives, is inaccurate, false or misleading, in any material respect, as of the date as of which
it is made or deemed to be made, or on any Closing Date;
(d)
any Event of Default (as defined in any Note) that results in the acceleration of such Note, or the declaration that amounts thereunder
are immediately due and payable, and which continues uncured for two (2) Business Days after written notice thereof from the Requisite
Holder, shall have occurred and be continuing; or
(e)
a failure by the Company to comply with any of its covenants or agreements set forth in this Agreement, including those set forth in
Section 5 in all material respects.
7.2
Purchaser Right to Investigate an Event of Default. If in the reasonable opinion of the Requisite Holder, an Event of Default
has occurred, or is or may be continuing:
(a)
the Requisite Holder may notify the Company that it wishes to investigate such purported Event of Default;
(b)
the Company shall cooperate with the Requisite Holder in such investigation;
(c)
the Company shall comply with all reasonable requests made by the Requisite Holder to the Company in connection with any investigation
by the Requisite Holder and shall (i) provide all information requested by the Requisite Holder in relation to the Event of Default to
the Requisite Holder; provided that the Requisite Holder agrees that any materially price sensitive information and/or non-public information
will be subject to confidentiality, and (ii) provide all such requested information within three (3) Business Days of such request; and
(d)
the Company shall pay all reasonable costs incurred by the Requisite Holder in connection with any such investigation.
7.3
Remedies Upon an Event of Default.
(a)
If an Event of Default occurs pursuant to Section 7.1(a), each Purchaser shall have such remedies as are set forth in its Note.
(b)
If an Event of Default occurs pursuant to Section 7.1(b) or Section 7.1(d) and is not remedied within the applicable cure
period set forth therein, the Requisite Holder may, by written notice to the Company, declare all outstanding obligations of the Company
under the Transaction Documents to be immediately due and payable in immediately available funds, and the Purchasers shall have no obligation
to fund any Draw Amounts under Section 2.2.
(c)
If any Event of Default occurs pursuant to Section 7.1(b) or Section 7.1(d) and is not remedied within the applicable cure
period set forth therein, the Requisite Holder may, by written notice to the Company, terminate this Agreement effective as of the date
specified in such notice.
8.
[Reserved]
9.
[RESERVED]
10.
[Reserved]
17
11.
GENERAL PROVISIONS
11.1
Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any,
and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of the Transaction
Documents. The Company shall pay all stamp and other taxes and duties levied in connection with the issuance of the Notes.
11.2
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be
in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is
delivered via email at the email address specified in this Section prior to 5:00 p.m. (New York time) on a Business Day, (b) the next
Business Day after the date of transmission, if such notice or communication is delivered via email at the email address specified in
this Section on a day that is not a Business Day or later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New
York time) on such date, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier
service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications
shall be as follows:
If
to the Company:
Email:
Attention:
Sean Dollinger
With
a copy (which shall not constitute notice) to:
Email:
Attention: Huan
Lou, Esq.
McCarter & English,
LLP
If
to a Purchaser, such address set forth on the signature page hereto executed by such Purchaser;
or such other address as may be designated
in writing hereafter, in the same manner, by such Person.
11.3
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise
invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum
extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or
impaired thereby.
11.4
Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without
reference to principles of conflict of laws or choice of laws.
11.5
Jurisdiction and Venue. Any action, proceeding or claim arising out of, or relating in any way to this Agreement shall be brought
and enforced in the New York Supreme Court, County of New York (Commercial Division), or in the United States District Court for the
Southern District of New York. The Company and the Purchasers irrevocably submit to the jurisdiction of such courts, which jurisdiction
shall be exclusive, and hereby waive any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum.
The prevailing party in any such action shall be entitled to recover its reasonable and documented attorneys’ fees and out-of-pocket
expenses relating to such action or proceeding.
11.6
WAIVER OF RIGHT TO JURY TRIAL. THE COMPANY AND THE PURCHASERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER TRANSACTION
DOCUMENTS.
11.7
Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery
of the Notes.
11.8
Entire Agreement. The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire understanding
of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties hereto acknowledge have been merged into such documents, exhibits and schedules.
18
11.9
Amendments; Waivers. No provision of this Agreement or any Note may be waived or amended except in a written instrument signed
by the Company and the Requisite Holder, and any such amendment or waiver shall be binding on all Purchasers. Notwithstanding the foregoing,
no such amendment or waiver shall, without the written consent of each affected Purchaser: (a) reduce the principal amount of, or rate
of interest on, any Note; (b) extend the maturity of any Note; (c) reduce or forgive any amount payable under any Note; (d) amend Section
2.4; or (e) reduce the Commitment of any Purchaser or increase its obligation to fund any Draw Amount.
11.10
Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be
construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement or any of the Transaction Documents.
11.11
Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the Company and
the Purchasers and their respective successors and assigns. The Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Requisite Holder. Each Purchaser may assign any or all of its rights under this Agreement to
any Person to whom such Purchaser assigns or transfers the Notes, provided such transferee agrees in writing to be bound, with respect
to the transferred Securities, by the provisions hereof that apply to the “Purchaser” and such transferee agrees in writing
to be bound by this Agreement and is otherwise eligible to acquire the Notes in compliance with applicable securities laws.
11.12
Further Assurances. Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.
11.13
Counterparts. This Agreement may be executed in identical counterparts, each of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other parties. Signature pages delivered
by facsimile or e-mail shall have the same force and effect as an original signature.
11.14
Specific Performance. Each of the Company and each Purchaser acknowledges that monetary damages alone would not be adequate compensation
to the other parties hereto for a breach of this Agreement and the Company or the Requisite Holder may seek an injunction or an order
for specific performance from a court of competent jurisdiction if (a) the Company or a Purchaser fails to comply or threatens not to
comply with this Agreement or (b) on the one hand, the Company has reason to believe that a Purchaser will not comply with this Agreement
or, on the other hand, the Requisite Holder have reason to believe that the Company will not comply with this Agreement.
11.15
Actions in Concert. Notwithstanding anything to the contrary contained herein or in any Note, it is the intent of the Purchasers
that any enforcement action with respect to this Agreement or the Notes, including the exercise of any right of acceleration, set-off
or other remedy following an Event of Default, shall be taken in concert and at the direction of the Requisite Holder; provided that
each Purchaser may exercise its rights under its Note to declare amounts due and payable thereunder. Accordingly, each Purchaser agrees
that it shall not, without the prior written consent of the Requisite Holder, take any individual action to enforce its rights under
this Agreement or any Note in a manner that would result in such Purchaser receiving payment or recovery in excess of its pro rata share
as provided in Section 2.4. Any recovery obtained by a Purchaser in violation of this Section 11.15 shall be subject to
the payment-sharing provisions of Section 2.4. Nothing in this Section 11.15 shall prevent any Purchaser from exercising
rights that are personal to such Purchaser and not related to enforcement or recovery, including the right to transfer its Note or to
receive notices hereunder. For the avoidance of doubt, nothing in this Section 11.15 is intended to, or shall, constitute the
Purchasers as a ‘group’ for purposes of Section 13(d) of the 1934 Act with respect to any equity securities of the Company.
[Signature
Page Follows]
19
IN
WITNESS WHEREOF, the undersigned have executed this Note Purchase Agreement as of the date first set forth above.
COMPANY:
LQR House
Inc.
By:
Name:
Sean Dollinger
Title:
Chief Executive Officer
20
[PURCHASER
SIGNATURE PAGES TO NOTE PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Note Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
Name of
Purchaser:
Signature
of Purchaser
or
Authorized Signatory of Purchaser:
Name of Authorized Signatory
(if corporate purchaser):
Title of Authorized
Signatory (if corporate purchaser):
Email Address of Authorized
Signatory:
Address
for Notice to Purchaser:
Commitment
(in USD):
21
EX-10.2 — FORM OF PROMISSORY NOTE
EX-10.2
Filename: ea029201301ex10-2.htm · Sequence: 3
Exhibit 10.2
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT (A)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION
S UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND, IF REQUESTED BY THE COMPANY,
AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO
THE COMPANY. THIS PROMISSORY NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY THIS PROMISSORY NOTE.
LQR House Inc.
6% Form of Promissory Note
Dated: May 20, 2026 (the “Issuance Date”)
Up to $[●]
FOR VALUE RECEIVED,
LQR House Inc., a Delaware corporation (hereinafter called the “Maker” or the “Company”),
hereby promises to pay to the order of [●] or its registered assigns (the “Holder”) the principal sum
of up to [●] United States Dollars ($[●].00) the “Principal Amount”) and to pay interest
on any outstanding principal amount at the rate of six percent (6.0%) per annum, pursuant to the terms of this Promissory Note (this “Note”).
The Principal Amount constitutes the aggregate principal amount of this Note, and the disbursement thereof, shall be made in such amounts
and at such times as provided in, and pursuant to the terms and conditions of, the Purchase Agreement.
The maturity date of this
Note shall be May 20, 2028 (the “Maturity Date”) and is the date upon which the Principal Amount shall be due and payable
unless otherwise accelerated pursuant to the terms of this Note.
All payments under this Note
shall be made (i) in United States Dollars by wire transfer of immediately available funds to the account designated by the Holder from
time to time in writing to the Maker or (ii) in Qualified Digital Assets transferred to the wallet designated by the Holder from time
to time in writing to the Maker. Any payment made in Qualified Digital Assets shall be valued in accordance with the methodology set forth
in the Note Purchase Agreement. The Company shall maintain a record of all advances made under this Note and all repayments of principal
and interest, which may be set forth in Schedule A attached hereto (as updated from time to time) or maintained in electronic form. Such
record, including any updated Schedule A, shall, absent manifest error, be prima facie evidence of the Outstanding Principal Amount of
this Note. The Holder may also maintain its own records of advances and repayments for reconciliation purposes.
1.1 Purchase Agreement.
This Note has been executed and delivered pursuant to, and is one of the Notes issued pursuant to, the Note Purchase Agreement, dated
as of May 20, 2026 (as the same may be amended from time to time, the “Purchase Agreement”), by and among the Maker,
the other “Purchasers” (as such term is defined in the Purchase Agreement) and the Holder. Capitalized terms used and not
otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.
1.2
Payment of Interest. Interest on the Outstanding Principal Amount of this Note shall accrue at a rate of six percent (6%) per
annum commencing on the Issuance Date and shall be computed on the basis of a 360-day year and actual days elapsed and shall be payable
on each Interest Payment Date. From and after the occurrence and during the continuance of an Event of Default (as defined herein), the
interest rate on this Note shall be subject to the provisions of Section 1.3.
1.3 Default
Interest. If any amount payable by the Company under any Transaction Document is not paid when due, such unpaid amount shall thereafter
bear interest at the Past Due Rate (as defined herein) to the fullest extent permitted by applicable law until such amount is paid in
full. In addition, following any Event of Default, any Outstanding Principal Amount shall bear interest at the Past Due Rate until such
Event of Default is cured or waived in writing. Interest accruing at the Past Due Rate shall be payable on demand and on each Interest
Payment Date, in each case to the extent then unpaid. The “Past Due Rate” means a rate per annum equal to twelve percent
(12%), accruing on the basis of a 360-day year and actual days elapsed; provided that in no event shall the rate of interest hereunder
exceed the maximum rate permitted by applicable law.
1.4 Payment on Non-Business
Days. Whenever any payment to be made shall be due on a day which is not a Business Day, such payment shall be due on the next succeeding
Business Day.
1.5 Prepayment. The
Maker may, at any time, prepay all or any portion by paying to the Holder an amount equal to one hundred percent (100%) of the Outstanding
Principal Amount being prepaid, plus all accrued and unpaid interest thereon and any other amounts then owing under this Note.
1.6 Transfer. This
Note may be transferred or sold, subject to the provisions of Section 4.8 of this Note, or pledged, hypothecated or otherwise granted
as security by the Holder.
1.7 Replacement. Upon
receipt of a duly executed and notarized written statement from the Holder with respect to the loss, theft or destruction of this Note
(or any replacement hereof), or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Maker shall
issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.
1.8 Use of Proceeds.
The Maker shall use the proceeds of this Note as set forth in the Purchase Agreement.
1.9 Status of Note.
The obligations of the Maker under this Note are direct, unconditional and unsecured obligations of the Maker and shall rank at least
pari passu in right of payment with all other present and future unsecured and unsubordinated Indebtedness of the Maker (including
all other Notes issued pursuant to the Note Purchase Agreement) and senior in right of payment to all Indebtedness of the Maker that is
expressly subordinated in right of payment to this Note and to all present and future equity securities of the Maker. Upon any Liquidation
Event (as defined below), the Holder shall be entitled to receive payment in respect of this Note, in priority to any distribution or
payment made in respect of any such subordinated Indebtedness or equity securities, in an amount equal to the Outstanding Principal Amount,
all accrued and unpaid interest thereon and all other amounts then due and payable under this Note, in each case in accordance with the
Note Purchase Agreement. For purposes of this Note, “Liquidation Event” means a liquidation pursuant to a filing of
a petition for bankruptcy under applicable Law or any other insolvency or debtor’s relief proceeding, an assignment for the benefit
of creditors, or a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Maker.
ARTICLE
2
2.1 Events of Default.
An “Event of Default” under this Note shall mean (i) any “Event of Default” (as defined in the Purchase
Agreement) and (ii) the occurrence of any of the following events, unless such Event of Default is waived in writing by the Requisite
Holder:
(a) Any default in the payment
of (i) the Principal Amount hereunder when due; or (ii) interest as and when the same shall become due and payable (whether on the Maturity
Date or by acceleration or otherwise);
(b) the Maker shall fail to
observe or perform any other material covenant, condition or agreement contained in this Note or any Transaction Document;
(c) [Reserved]
(d) the Maker shall fail to
timely make the payment of any fees and/or liquidated damages under this Note, the Purchase Agreement or the other Transaction Documents;
(e) [Reserved]
2
(f) any representation or warranty
made by the Maker or any of its Subsidiaries in the Purchase Agreement, this Note, or any other Transaction Document shall prove to have
been false or incorrect or breached in a material respect on the date as of which made or deemed to be made;
(g) the Maker or any of its
Subsidiaries shall (A) default in any payment of any amount or amounts of principal of or interest on any Indebtedness (other than the
Indebtedness hereunder), the aggregate principal amount of which Indebtedness is in excess of $250,000 (or its equivalent in the relevant
currency of payment), or (B) default in the observance or performance of any other agreement or condition relating to any such Indebtedness
or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries
of such Indebtedness to cause (with the giving of notice, if required) such Indebtedness to become due prior to its stated maturity, in
each case, prior to the expiration of any applicable grace period provided in such Indebtedness;
(h) the Maker or any of its
Significant Subsidiaries shall: (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian,
trustee or liquidator of itself or of all or a substantial part of its property or assets; (ii) make a general assignment for the benefit
of its creditors; (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic); (iv) file a petition seeking to take advantage of any bankruptcy, insolvency,
moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally; (v) acquiesce in writing
to any petition filed against it in an involuntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under
the comparable laws of any jurisdiction (foreign or domestic); (vi) issue a notice of bankruptcy or winding down of its operations or
issue a press release regarding same; or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous
to any of the foregoing;
(i) a proceeding or case shall
be commenced in respect of the Maker or any of its Significant Subsidiaries, without its application or consent, in any court of competent
jurisdiction, seeking: (A) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its
debts; (B) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets
in connection with the liquidation or dissolution of the Maker or any of its Significant Subsidiaries; or (C) similar relief in respect
of it under any law providing for the relief of debtors, and such proceeding or case described in clauses (A), (B) or (C) in this Section
2.1(i) shall continue undismissed, or unstayed and in effect, for a period of thirty (30) days or any order for relief shall be entered
in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction
(foreign or domestic) against the Maker or any of its Significant Subsidiaries or action under the laws of any jurisdiction (foreign or
domestic) analogous to any of the foregoing shall be taken with respect to the Maker or any of its Subsidiaries and shall continue undismissed,
or unstayed and in effect for a period of thirty (30) days;
(j) one or more final judgments,
settlements, or orders for the payment of money aggregating in excess of $100,000 (or its equivalent in the relevant currency of payment)
are rendered against or entered against one or more of the Company and its Subsidiaries, where such judgment, settlement or order is not
discharged or stayed within thirty (30) days;
(k) [Reserved]
(l) the Maker’s Common
Stock is no longer publicly traded or ceases to be listed on the Trading Market;
3
(m) the Maker consummates a
“going private” transaction and as a result shares of Common Stock are no longer registered under Sections 12(b) or 12(g)
of the 1934 Act;
(n) there shall be any SEC or
judicial stop trade order or trading suspension stop-order or any restriction in place with the transfer agent for the Common Stock restricting
the trading of such Common Stock;
(o) the Depository Trust Company
places any restrictions on transactions in the Common Stock or the Common Stock is no longer tradeable through the Depository Trust Company
Fast Automated Securities Transfer program;
(p) the Maker shall fail to
comply with the reporting requirements of the 1934 Act (including but not limited to becoming delinquent in its filings) and/or the Maker
shall cease to be subject to the reporting requirements of the 1934 Act for a period of one (1) or more Business Days; or
(q) the occurrence of a Material
Adverse Effect in respect of the Maker, or the Maker and its Subsidiaries taken as a whole which would reasonably be considered to substantially
impair the ability of the Maker to satisfy its obligations in the Transaction Documents.
2.2 Remedies Upon an Event
of Default. Upon the occurrence of any Event of Default that has not been remedied by the earlier of (i) two (2) Business Days after
the Company’s receipt of written notice (the “Event of Default Notice”) from the Requisite Holder of such Event
of Default, or (ii) ten (10) calendar days after the occurrence of such Event of Default, each Holder may, by written notice to the Maker,
declare the Outstanding Principal Amount of this Note, together with all accrued and unpaid interest thereon and all other amounts then
due and payable under this Note, to be immediately due and payable in cash, whereupon such amounts shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker.
ARTICLE
3
3.1 Covenants. For
so long as any Note is outstanding, without the prior written consent of the Requisite Holder (and, to the extent required by the Purchase
Agreement, the Holder):
(a) Compliance with Transaction
Documents. The Maker shall, and shall cause its Subsidiaries to, comply with its obligations under this Note and the other Transaction
Documents.
(b) Payment of Taxes, Etc.
The Maker shall, and shall cause each of its Subsidiaries to, promptly pay and discharge, or cause to be paid and discharged, when due
and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of
the Maker and the Subsidiaries, except for such failures to pay that, individually or in the aggregate, have not had and would not reasonably
be expected to have a Material Adverse Effect; provided, however, that any such tax, assessment, charge or levy need not be paid
if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Maker or such Subsidiaries shall
have set aside on its books adequate reserves with respect thereto, and provided, further, that the Maker and such Subsidiaries will pay
all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien which may have attached
as security therefor.
(c) Corporate Existence.
The Maker shall, and shall cause each of its Subsidiaries to, maintain in full force and effect its corporate existence, rights and franchises
and all licenses and other rights to use property owned or possessed by it and reasonably deemed to be necessary to the conduct of its
business.
4
(d) Investment Company Act.
The Maker shall conduct its businesses in a manner so that it will not be required to register as an “investment company”
as such term is defined in the Investment Company Act of 1940, as amended.
3.2 Set-Off. This Note
shall be subject to the set-off provisions set forth in the Purchase Agreement.
3.3 Usury. If it shall
be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable
provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable
law. The Maker covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would
prohibit or forgive the Maker from paying all or a portion of the principal or interest, if any, on this Note.
ARTICLE
4
4.1 Notices. Any and
all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed
given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via email at the email
address specified in this Section prior to 5:00 p.m. (New York time) on a Business Day, (b) the next Business Day after the date of transmission,
if such notice or communication is delivered via email at the email address specified in this Section on a day that is not a Business
Day or later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on such date, (c) the Business
Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by
the party to whom such notice is required to be given. The addresses for notice shall be as set forth in the Purchase Agreement.
4.2 Governing Law.
This Note shall be governed by and construed in accordance with the Laws of the State of New York, without reference to principles of
conflict of laws or choice of laws. This Note shall not be interpreted or construed with any presumption against the party causing this
Note to be drafted.
4.3 Headings. Article
and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of
this Note for any other purpose.
4.4 Remedies, Characterizations,
Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other
remedies available under this Note, at law or in equity (including, without limitation, a decree of specific performance and/or other
injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing herein shall limit the Holder’s right to pursue actual damages for any failure by the Maker to comply with the terms of
this Note. Amounts set forth or provided for herein with respect to payments and the like (and the computation thereof) shall be the amounts
to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Maker
(or the performance thereof). The Maker acknowledges that a breach by it of its obligations hereunder will cause irreparable and material
harm to the Holder and that the remedy at law for any such breach would be inadequate. Therefore, the Maker agrees that, in the event
of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law
or in equity, to equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without
the necessity of showing economic loss and without any bond or other security being required.
4.5 Enforcement Expenses.
The Maker agrees to pay all costs and expenses of enforcement of this Note, including, without limitation, reasonable and documented attorneys’
fees and expenses.
4.6 Binding Effect; Assignment.
The obligations of the Maker and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether
or not such successors or assigns are permitted by the terms herein. The Holder shall have the right to assign this Note hereunder without
notice to or the consent of the Maker.
4.7 Amendments; Waivers.
No provision of this Note may be waived or amended except in a written instrument signed by the Maker and the Requisite Holder (as defined
in the Purchase Agreement) provided, however, that no such amendment or waiver that (i) reduces the principal amount or interest rate
payable under this Note, (ii) extends the Maturity Date or any date fixed for any payment of principal or interest hereunder, or (iii)
releases the Maker from its payment obligations under this Note (other than as a result of payment in full) shall be effective without
the prior written consent of the Holder. No waiver of any default with respect to any provision, condition or requirement of this Note
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of the Maker or the Holder to exercise any right hereunder in any manner impair
the exercise of any such right.
5
4.8 Compliance with Securities
Laws. The Holder of this Note acknowledges that this Note is being acquired solely for the Holder’s own account and not as a
nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of this Note in violation
of securities laws. This Note and any Note issued in substitution or replacement therefor shall be stamped or imprinted with a legend
in substantially the following form:
“THIS PROMISSORY NOTE HAS NOT
BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND, IF REQUESTED
BY THE COMPANY, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THIS PROMISSORY NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY THIS PROMISSORY
NOTE.”
4.9 Jurisdiction; Venue.
Any action, proceeding or claim arising out of, or relating in any way to this Note shall be brought and enforced in the New York Supreme
Court, County of New York, or in the United States District Court for the Southern District of New York. The Company and the Holder irrevocably
submit to the jurisdiction of such courts, which jurisdiction shall be exclusive, and hereby waive any objection to such exclusive jurisdiction
or that such courts represent an inconvenient forum. The prevailing party in any such action shall be entitled to recover its reasonable
and documented attorneys’ fees and out-of-pocket expenses relating to such action or proceeding.
4.10 Failure or Indulgence
Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege.
4.11 Maker Waivers.
Except as otherwise specifically provided herein, the Maker and all others that may become liable for all or any part of the obligations
evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands and notices in connection
with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals or extensions
of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without
affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting the liability
of the other persons, firms or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.
(a) No delay or omission on
the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall operate as a waiver of such
rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on any one occasion be deemed
a waiver of the same right or rights on any future occasion.
(b) THE MAKER ACKNOWLEDGES THAT
THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS
RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.
4.12 Definitions. Capitalized
terms used herein and not defined shall have the meanings set forth in the Purchase Agreement. For the purposes hereof, the following
terms shall have the following meanings:
(a) “Indebtedness”
has the meaning given to such term in the Purchase Agreement.
(b) “Outstanding Principal
Amount” means, at any time of determination, with respect to this Note, the aggregate principal amount of advances that have
been funded under this Note and remain unpaid at such time.
(c) “Interest Payment
Date” means, during the period from the Issuance Date until the date on which the Outstanding Principal Amount is paid in full,
each March 31, June 30, September 30 and December 31, and the Maturity Date.
(d) “Significant Subsidiary”
means any Subsidiary of the Company that constitutes, or any group of Subsidiaries of the Company that, in the aggregate, would constitute,
a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the 1934 Act) of the Company.
[Signature page follows]
6
IN WITNESS WHEREOF, the Maker has caused this Note
to be duly executed by its duly authorized officer as of the date first above indicated.
LQR House Inc.
By:
Name:
Sean Dollinger
Title:
Chief Executive Officer
7
SCHEDULE A
LOAN ADVANCES AND PAYMENTS (1)
Date
Type (Advance / Repayment)
Amount Advanced (USD or Digital Assets)
Amount Repaid
Outstanding Principal Amount
Reference (Draw Notice / Payment)
(1) The entries in this Schedule are maintained by the Holder and reflect advances and repayments under
this Note. In the absence of manifest error, such entries shall be prima facie evidence of the Outstanding Principal Amount.
8
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 8
v3.26.1
Cover
May 20, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
May 20, 2026
Entity File Number
001-41778
Entity Registrant Name
LQR HOUSE INC.
Entity Central Index Key
0001843165
Entity Tax Identification Number
86-1604197
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
6538 Collins Ave. Suite 344
Entity Address, City or Town
Miami Beach
Entity Address, State or Province
FL
Entity Address, Postal Zip Code
33141
City Area Code
786
Local Phone Number
389-9771
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common Stock, $0.0001 par value per share
Trading Symbol
YHC
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
true
Elected Not To Use the Extended Transition Period
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
+ Details
Name:
dei_EntityExTransitionPeriod
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration