Amendment to Forbearance and Settlement Agreement among Cyber App Solutions Corp., Kips Bay Select LP, and Cyber One, Ltd.
This amendment updates the terms of a previous Forbearance and Settlement Agreement between Cyber App Solutions Corp., Kips Bay Select LP, and Cyber One, Ltd. The amendment changes payment deadlines and amounts, requires the company to issue shares to the holders, and adds new payment obligations. It also requires board approval for the amendment. All other terms of the original agreement remain in effect. The amendment is binding on all parties and their successors, and is governed by the same law and jurisdiction as the original agreement.
EXHIBIT 10.1
AMENDMENT TO FORBEARANCE AND SETTLEMENT AGREEMENT
This Amendment to Forbearance and Settlement Agreement (this “Amendment”) dated effective as of October 15, 2024 (this “Effective Date”), is entered into by and between Cyber App Solutions, Corp., a Nevada corporation (the “Company”), Kips Bay Select LP, a Delaware limited partnership (“Kips Bay” and a “Holder”), and Cyber One, Ltd, a Cayman Islands limited company (“Cyber One”, a “Holder”, and together with Kips Bay, the “Holders”). The Company and the Holders are together referred to herein as the “Parties,” or each of them individually as a “Party”. Capitalized terms in this Agreement shall have the meanings given to them in the Forbearance Agreement (as defined below), unless otherwise defined herein.
RECITALS
WHEREAS, the Company and the Holders are parties to that certain Forbearance and Settlement Agreement, dated as of September 16, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Forbearance Agreement”);
WHEREAS, the Company will not be able to meet certain of the conditions to the forbearance set forth in the Forbearance Agreement; and
WHEREAS, the Company has requested that the Holders continue to forbear from exercising their rights and remedies under the Purchase Agreement and Notes and agree to certain amendments to the Forbearance Agreement in this regard in exchange for certain additional covenants of the Company as provided in this Amendment.
AGREEMENTS
NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein,and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
(iv) No later than 6:00 p.m. (New York City) on October 15, 2024, pay to each of Kips Bay and Cyber One the separate amount of $500,000, in cash in immediately available funds;
(vi) No later than 6:00 p.m. (New York City) on December 15, 2024, pay to each of Kips Bay and Cyber One the separate amount of $3,500,000, in cash in immediately available funds;
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[Signature Pages Follow]
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IN WITNESS WHEREOF, duly authorized officers of each of the undersigned have executed this Amendment to Forbearance and Settlement Agreement as of the date first written above.
CYBER APP SOLUTIONS CORP. | |
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By: | /s/ Steven Looper |
Name: | Steven Looper |
Title: | CEO |
KIPS BAY SELECT LP | |
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By: | /s/ Roman Rogol |
Name: | Roman Rogol |
Title: |
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CYBER ONE, LTD | |
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By: | /s/ Nathan Smith |
Name: | Nathan Smith |
Title: |
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[Signature Page to Amendment to Forbearance and Settlement Agreement]