UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
SAMSARA LUGGAGE,
INC.
(Name of Issuer)
Common Stock, $0.0001
par value per share
(Title of Class of Securities)
79589J101
(CUSIP Number)
ILUSTRATO PICTURES
INTERNATIONAL INC.
135 East 57th St.
Suite 18-130
New York, NY 10022
(855) 256-7477
Attention: Nicolas
Link
(Name, Address and Telephone
Number of Person
Authorized to Receive
Notices and Communications)
January 5, 2024
(Date of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act.
CUSIP
No. 79589J101
1. |
NAMES OF REPORTING PERSONS
ILUSTRATO PICTURES INTERNATIONAL INC. |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
(a) ☐
(b) ☐ |
3. |
SEC USE ONLY:
|
4. |
SOURCE OF FUNDS (see instructions)
WC |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
☐ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada |
Number Of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
7. |
SOLE VOTING POWER
150,753,425 |
8. |
SHARED VOTING POWER
0
|
9. |
SOLE
DISPOSITIVE POWER
150,753,425 |
10. |
SHARED
DISPOSITIVE POWER
0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,753,425 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) |
☐ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.5% |
14. |
TYPE OF REPORTING PERSON (see instructions)
CO |
CUSIP
No. 79589J101
1. |
NAMES OF REPORTING PERSONS
Nicolas Link |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
(a) ☐
(b) ☐ |
3. |
SEC USE ONLY:
|
4. |
SOURCE OF FUNDS (see instructions)
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
☐ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
26 Broadway, New York, NY 10004 |
Number Of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
7. |
SOLE VOTING POWER
150,753,425 |
8. |
SHARED VOTING POWER
0
|
9. |
SOLE
DISPOSITIVE POWER
150,753,425 |
10. |
SHARED
DISPOSITIVE POWER
0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,753,425 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) |
☐ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.5% |
14. |
TYPE OF REPORTING PERSON (see instructions)
IN |
CUSIP No. 79589J101
ITEM 1. SECURITY AND ISSUER.
Samsara Luggage, Inc.,
a Nevada corporation (the “Issuer”), which has principal executive offices at 135 East 57th Street, Suite
18-130, New York, NY 10022. This statement relates to the Issuer’s class of common stock, $0.0001 par value per share (the “Common
Stock”).
ITEM 2. IDENTITY AND BACKGROUND.
ILUSTRATO PICTURES INTERNATIONAL INC.
| (a) | The reporting person is ILUSTRATO PICTURES INTERNATIONAL INC., a Nevada corporation (the “Reporting Person”). |
| (b) | The Reporting Person’s principal office is located 26 Broadway, New York, NY 10004. |
| (c) | The principal business of the Reporting Person is the global public safety and technology, engineering, and manufacturing industries.
Historically, the company has evolved out of the public safety sector mainly through the development and manufacture of Emergency Services
products, including Emergency Response vehicles, Special Vehicle conversions, Commercial EVs, and IoT Technology. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding. |
| (e) | During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction. The Reporting Person was not subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal, state securities laws or finding any violation with respect to such laws. |
NICOLAS LINK
| (a) | Nicolas is the chairman of the Reporting Person. |
| (b) | Mr. Link’s address 135 East 57th St., Suite 18-130, New York, NY 10022. |
| (c) | Mr. Link is the chairman of the Reporting Person. |
| (d) | Mr. Link has not, during the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). |
| (e) | Mr. Link has not, during the last five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect
to such laws. |
| (f) | Mr. Link is a citizen of the South Africa |
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION
The
Reporting Person entered into the transaction as part of a strategic investment in the Issuer as a Special Purpose Vehicle for Emergency
Response Technologies “ERT”.
On January 3, 2024, the Reporting Person entered into the Convertible
Debenture Sale Purchase & Assignment Agreement (the “Assignment Agreement”) with YAII PN Ltd (the “Seller”),
and the Issuer, pursuant to which the Seller sold and assigned to the Reporting Person a convertible debenture dated December 19, 2021
(the “Convertible Debenture”) in the original amount of $500,000 plus accrued and unpaid interest as of January 3, 2023 of
$102,739.73, for an aggregate amount of $602,739.73. The Convertible Debenture was reissued for principal and interest in the amount of
$603,013.70, with a maturity date of January 5, 2025. Interest accrues on the outstanding principal balance at an annual rate of 10%.
The Reporting Person acquired the Convertible Debenture in exchange for the aggregate payment of $203,915.50 on January 3, 2024.
Source of funds provided by financing activities in Ilustrato Pictures
International Inc.
On January 5, 2024, the Reporting Person converted the Convertible
Debenture into 150,753,425 shares of common stock in the Issuer pursuant to the terms of said Convertible Debenture. As a result of such
conversion, the Reporting Person acquired control of 91.5 % of the outstanding shares in the Issuer.
The foregoing description of the Assignment
Agreement and the Convertible Debenture are qualified by reference to such agreements, copies of which are filed as Exhibits 7.1
and 7.2, respectively, and incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a, b) As of the date
of this statement, the Reporting Person is the beneficial owner of 150,753,425 or 91.5% of the Issuer’s issued and outstanding shares
of Common Stock, based on an aggregate of 164,675,839 shares of Common Stock issued and outstanding as of January 5, 2024. The Reporting
Person has the sole power to vote or direct the vote, sole power to dispose or to direct the disposition of the shares.
(c) See Item 4 of this
Schedule 13D.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information contained in Item 4 and 7 of this
Schedule 13 D is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
January 9, 2024
|
ILUSTRATO PICTURES INTERNATIONAL INC |
|
|
|
|
By: |
/s/ Nicolas Link |
|
Name: |
Nicolas
Link |
|
Title: |
CEO |
EXHIBIT A
CONVERTIBLE DEBENTURE SALE,
PURCHASE & ASSIGNMENT AGREEMENT
THIS CONVERTIBLE DEBENTURE SALE,
PURCHASE & ASSIGNMENT AGREEMENT (this “Agreement”), dated as of January 3, 2024, by and among YAII PN, LTD
(the “Seller”), a Cayman Islands limited company with an address at 1012 Springfield Avenue Mountainside, NJ 07092
and ILLUSTRATO PICTURES INTERNATIONAL INC. (AKA ILUS International) (the “Buyer”), a company organized under
the laws of Nevada with an address at 26 Broadway, New York, NY 10004 and SAMSARA LUGGAGE INC., a company organized under the laws
of Nevada with an address at 135 E. 57th Street, New York, NY 10022 (“Company”) (the Seller and the Buyer
shall individually hereunder be referred to as a “Party” or collectively as the “Parties”).
WITNESSETH
WHEREAS,
the Company and the Seller entered into certain investment arrangements set forth on Schedule A attached hereto and referred to herein
collectively as the “Transaction Documents” pursuant to which the Seller is the owner of and holds a convertible
debenture dated December 14, 2021 (the “December 2021 Debenture” and/or the “Convertible Debenture”)
as set forth below:
Convertible Debenture Number | |
Issuance
Date | |
Holder | | |
Original
Face Amount | | |
Outstanding Principal | | |
Accrued and Unpaid Interest (as of 12/19/23) | | |
Purchase Price | |
SAML 5 1-1 | |
December 14, 2021 | |
| YAII | | |
$ | 500,000 | | |
$ | 500,000 | | |
$ | 102,739.73 | | |
$ | 203,915.50 | |
WHEREAS, true, correct and complete copies of the
Transaction Documents are attached as Composite Exhibit “A”
hereto;
WHEREAS,
the Seller has not effectuated conversions of the Convertible Debenture so that the principal amount outstanding under the Convertible
Debenture and outstanding and accrued interest are as provided above;
WHEREAS,
the shares of the Company’s Common Stock are listed for trading on the OTC Pink Market (the “Primary Market”)
under the symbol “SAML” (the “Common Stock”);
WHEREAS,
Seller, upon the execution of this Agreement, desires to sell and assign to the Buyer, and the Buyer desires to purchase and accept from
Seller, the Convertible Debenture in exchange for an aggregate payment of $203,915.50 (the “Purchase Price”) by the
Buyer to the Seller. The sale and purchase of the Debenture and the payment of the Purchase Price will in accordance with Section 2 hereof;
and
NOW, THEREFORE,
in consideration of the mutual covenants and other agreements contained in this Agreement the Seller and the Buyer hereby agree as follows:
1. CERTAIN DEFINITIONS.
(a) “Anti-Bribery
Laws” shall mean of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery
of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act
of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in
which the Company operates its business, including, in each case, the rules and regulations thereunder.
(b) “Anti-Money
Laundering Laws” shall mean applicable financial recordkeeping and reporting requirements and all other applicable U.S. and
non-U.S. anti-money laundering laws, rules and regulations, including, but not limited to, those of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the United States
Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957), as amended, as well as the implementing rules and regulations
promulgated thereunder, and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory.
(c) “Applicable
Laws” shall mean applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies,
guidelines, ordinance or regulation of any governmental entity and codes having the force of law, whether local, national, or
international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering,
terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption,
books and records and internal controls, including the Anti-Bribery Laws, (iii) OFAC and any Sanctions Laws or Sanctions Programs,
and (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws.
(d) “CAATSA” shall mean Public Law No. 115-44 The Countering America’s Adversaries Through Sanctions Act.
(e) “CAATSA
Sanctions Programs” shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by
CAATSA.
(f) “OFAC”
shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.
(g) “Sanctioned
Country” shall mean a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting
trade with the country or territory, including, without limitation, Russia, Crimea, Cuba, Iran, North Korea, Sudan and Syria.
(h) “Sanctions
Laws” shall mean any sanctions administered or enforced by OFAC or the U.S. Departments of State or Commerce and including,
without limitation, the designation as a “Specially Designated National” or on the “Sectoral Sanctions Identifications
List”, collectively “Blocked Persons”), the United Nations Security Council (“UNSC”), the European
Union, Her Majesty’s Treasury (“HMT”) or any other relevant sanctions authority.
(i) “Sanctions
Programs” shall mean any OFAC, HMT or UNSC economic sanction program including, without limitation, programs related to a Sanctioned
Country.
(j) “Trading Day” shall mean any day on which the Principal Market is open for customary trading.
2. SALE, PURCHASE AND ASSIGNMENT OF THE DEBENTURES.
(a) Sale,
Purchase, and Term. On the date hereof the Seller shall sell and the Buyer shall purchase the Convertible Debenture (the “Sold
and Assigned Debenture”), in exchange for the payment of the Purchase Price, and other good and valuable consideration, and
the Seller’s absolute, irrevocable and unconditional sale, assignment, conveyance, contribution and transfer (collectively, the
“Sale/Assignment”) to the Buyer of all its right, title and interest, in the Sold and Assigned Debenture purchased.
The Sale/Assignment shall consist solely of the Sold and Assigned Debenture sold and purchased hereunder (and shall exclude any other
securities held by the Seller, including any warrants or other securities issued to the Seller pursuant to the terms of other transaction
documents by and between the Seller and the Buyer).
(b) Payment
of the Purchase Price, Closing and Closing Date. The Purchase Price shall be paid by Buyer to Seller by wire transfer within 1 Trading
day of the date hereof (the “Closing” or the “Closing Date”) in US Dollars by wire transfer to the
account of the Seller set forth below.
|
Bank Name: |
Flagstar Bank, N.A. |
|
Bank Address: |
58 S. Service Road, Suite 120 |
|
|
Mellville, NY 11747 |
|
ABA/Routing# |
026 013 576 (for Domestic Wires) |
|
BIC/SWIFT: |
SIGNUS33 (for International Wires) |
|
Account# |
1504503395 |
|
Account Name: |
YAII PN, Ltd. |
(c) Upon the Seller’s receipt of the
Purchase Price, the Seller shall notify the Company of such Sale/Assignment (the “Purchase Notice”).
(d) Assignment, Transfer
and Reissuance of the Sold and Assigned Debenture. Upon Seller’s notification pursuant to Section 2(c) above, the Company
the Company shall take such steps necessary, including but not limited to issuing to Buyer a Debenture in the Buyer’s name
reflecting such face amount of the Sold and Assigned Debenture, to register the Buyer on its books and records the Buyer as the
holder of the Sold and Assigned Convertible Debenture and to send the transfer agent notice of conversion of the Sold and Assigned
Convertible Debenture and ensure that any shares issuable upon conversion of the Sold and Assigned Convertible Debenture are
promptly issued to the Buyer.
(e) Nullification
of Purchase and Sale of the Shares and Termination of Agreement. In the event that the Buyer does not deliver the Purchase Price,
within 1 Trading day of the date hereof such Sale/Assignment shall be deemed to be null and void and the Seller shall be under no obligation
to consummate the transactions contemplated herein with no further obligations on the part of the Seller and this Agreement will terminate.
3. REPRESENTATIONS AND WARRANTIES OF THE SELLER.
The Seller represents, warrants and
covenants that each of the following is true and accurate as of the date hereof, which representations, warranties and covenants shall
survive the execution and delivery of this Agreement:
(a) Organization.
The Seller is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with
full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated
by this Agreement and otherwise to carry out its obligations thereunder, and the execution, delivery and performance by the Seller of
the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of
the Seller.
(b) Due
Formation of the Seller. The Seller is a corporation, that is not an individual person, it has been formed and validly exists and
has not been organized for the specific purpose of selling the Sold and Assigned Convertible Debenture and is not prohibited from doing
so.
(c) Authorization,
Enforcement. This Agreement, when executed and delivered by the Seller, will constitute a valid and legally binding obligation of
the Seller, enforceable against the Seller in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally,
or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(d) Ownership.
The Seller is the sole and exclusive and legal and beneficial owner of the Debenture and upon the Sale/Assignment will convey to the
Buyer all of its right, title and interest to the Sold and Assigned Debenture, free and clear of all liens, mortgages, pledges,
security interests, encumbrances or charges of any kind or description, and upon consummation of the Sale/ Assignment good and
marketable title to the Sold and Assigned Convertible Debenture shall be the Buyer. Neither the Sold and Assigned Convertible
Debenture nor any of the Transaction Documents have been amended, revised, modified or changed in any manner from the copies of the
executed agreements and documents attached in Composite Exhibit
“A” hereto other than the as articulated in the Forbearance Agreement by and between the Seller and the
Company dated December 28, 2022 described in Section 4(k) herein.
(e) No
Consents, Approvals, Violations or Breaches. Neither the execution and delivery of this Agreement by the Seller, nor the consummation
by Seller of the transactions contemplated herby, will (i) require any consent, approval, authorization or permit of, or filing, registration
or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state
or any political subdivision thereof applicable to the Seller, (ii) violate any statute, law, ordinance, rule or regulation of the United
States, any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to the Seller or
any of Seller’s properties or assets, , or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute
a default (or any event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture,
deed of trust, license, lease, agreement or other instrument or obligation to which the Seller is a party or by which the Seller or any
of the Seller’s properties or assets may be bound.
(f) Non-affiliate.
The Seller is not the beneficial owner of greater than 4.99% of the outstanding shares of Common Stock of the Company, nor an affiliate,
as defined by the Securities Act of 1933, as amended (the “Securities Act”), or as defined under Rule 144, of the Company
nor has it been an affiliate of the Company in the 90 days prior to the Closing Date.
(g) General
Solicitation. The Seller is not selling the Sold and Assigned Convertible Debenture as a result of any advertisement, article, notice
or other communication regarding the Convertible Debenture published in any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or any other general solicitation or general advertisement.
4. REPRESENTATIONS AND WARRANTIES OF THE BUYER.
The Buyer hereby represents, warrants
and covenants that each of the following is true and accurate as of the date hereof, which representations, warranties and covenants shall
survive the execution and delivery of this Agreement:
(a) Organization:
Authority. The Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations thereunder, and the execution, delivery and performance by the
Buyer of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the
part of the Buyer.
(b) No Consents,
Approvals, Violations or Breaches. Neither the execution and delivery of this Agreement by the Buyer, nor the consummation by
Buyer of the transactions contemplated herby, will (i) require any consent, approval, authorization or permit of, or filing,
registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United
States, the jurisdiction in which the Buyer is organized, any state or any political subdivision thereof applicable to the Buyer,
(ii) violate any statute, law, ordinance, rule or regulation of the United States, the jurisdiction in which the Buyer is organized,
any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to the Buyer or any of
Buyer’s properties or assets, the violation of which would have a material adverse effect upon the Buyer, or (iii) violate,
conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice
or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance
required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease,
agreement or other instrument or obligation to which the Buyer is a party or by which the Seller or any of the Buyer’s
properties or assets may be bound which would have a material adverse effect upon the Buyer.
(c) Authorization,
Enforcement. This Agreement, when executed and delivered by the Buyer, will constitute a valid and legally binding obligation of the
Buyer, enforceable against the Buyer in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally,
or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(d) Accredited
Investor Status. The Buyer (a) is an “Accredited Investor” as that term is defined in Rule 501(a) of the
Securities Act, (b) either alone or together with its representatives, has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has
so evaluated the risks and merits of such investment, (c) has the ability to bear the economic risks of this investment and can
afford a complete loss of such investment, (d) understands the terms of and risks associated with the acquisition of the Sold and
Assigned Convertible Debenture, including, without limitation, a lack of liquidity, price transparency or pricing availability and
risks associated with the industry in which the Company operates, and (e) has had the opportunity to review such disclosure
regarding the Company, its business, its financial condition and its prospects as the Buyer has determined to be necessary in
connection with the purchase of the Sold and Assigned Convertible Debenture,
(e) Investment
Purpose. The Buyer is acquiring the Sold and Assigned Debenture for its own account for investment only and not with a view towards,
or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities
Act. The Buyer does not presently have any agreement or understanding, directly or indirectly, with any corporation, association, partnership,
organization, business, individual, government or political subdivision thereof or governmental agency (“Person”) to
distribute any of the Sold and Assigned Convertible Debenture.
(f) Investment
Experience: Access to Information. The Buyer (a) either alone or together with its representatives, has such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of the purchase of the Assigned and
Sold Debenture and make an informed decision to purchase of the Debenture, and has so evaluated the risks and merits of such
purchase of the Debenture, (b) has the ability to bear the economic risks of the purchase of the Debenture and can afford a complete
loss of the Purchase Price, (c) understands the terms of and risks associated with the acquisition of the Debenture, including,
without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which
the Company operates, (d) has had the opportunity to review such disclosure regarding the Company, its business, its financial
condition and its prospects as the Buyer has determined to be necessary in connection with the transactions hereunder.
(g) Restrictions
on Transfer or Resale. The Buyer understands that: (a) the Sold and Assigned Convertible Debenture and the shares of the Company’s
common stock to be issued upon conversion of the Sold and Assigned Debenture (the “Shares”) are not registered under
the Securities Act or the securities laws of any state and are “restricted securities” as said term is defined in Rule 144
of the Rules and Regulations promulgated under the Securities Act (“Rule 144”), (b) the Shares may not be offered for
sale, sold, pledged, assigned or otherwise transferred unless such Shares are registered pursuant to an effective registration statement
under the Securities Act, Rule 144 or an exemption from such registration provisions is available with respect to such transaction, and
(c) each of the Sold and Assigned Convertible Debenture if reissued by the Company and Shares, when issued, may bear a standard Rule 144
restrictive legend.
(h) General
Solicitation. The Buyer is not buying the Debenture as a result of any advertisement, article, notice or other communication regarding
the Debentures published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar
or any other general solicitation or general advertisement.
(i) Reliance on Exemptions. The
Buyer understands that the Shares are being offered and sold to it in reliance on spe exemptions from the registration requirements
of United States federal and state securities laws.
(j) No
Legal Advice From the Seller. The Buyer acknowledges, that it had the opportunity to review this Agreement and the transactions contemplated
by this Agreement and the Transaction Documents with his or its own legal counsel and investment and tax advisors. The Buyer is relying
solely on such counsel and advisors and not on any statements or representations of the Seller or any of its representatives or agents
for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities
laws of any jurisdiction.
(k) Forbearance
Agreement. The Buyer acknowledges that the Debenture is subject to that Forbearance Agreement entered into by the Seller and the Company
dated December 28, 2022, attached hereto as Exhibit “C”.
(l) Absence
of Litigation. There is no action, suit, proceeding, judgment, claim or investigation pending, or to the knowledge of the Buyer, threatened
against the Buyer which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay
any of the transactions contemplated hereby.
(m) CAATSA. Neither the Buyer nor, to the Buyer’s knowledge,
any Person associated or affiliated with the Buyer, is a Person that is, or is owned or controlled by a Person that has a place of business
in, or is operating, organized, resident or doing business in a country or territory that is, or whose government is, the subject of
the CAATSA Sanctions Programs.
(n) Compliance
with Applicable Laws. Buyer has at all times been in compliance with Applicable Laws and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving the Buyer or any Person affiliated with the Buyer with
respect to Applicable Laws is pending or threatened.
(o) No
Conflicts with Sanctions Laws. Neither the Buyer nor any Person associated or affiliated with or acting on behalf of the Buyer
is, or is directly or indirectly owned or controlled by, a Person that is currently the subject or the target of any Sanctions Laws or
is a Blocked Person; neither the Buyer nor any Person associated with or acting on behalf of the Buyer, is located in, organized, a resident
of, has a place of business in or is doing business in a country or territory that is the subject or target of a comprehensive embargo,
Sanctions Laws or Sanctions Programs prohibiting trade with a Sanctioned Country; neither the Buyer, Person associated with or acting
on behalf of the Buyer conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution
of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating
to, any property or interests in property blocked or subject to blocking pursuant to any applicable Sanctions Laws or Sanctions Programs;
no action of the Buyer in connection with (i) the execution, delivery and performance of this Agreement, (ii) the purchase of the Shares,
or (iii) direct or indirect source of Purchase Price, are from proceeds loaned, contributed or otherwise made available, directly or indirectly,
from any Person or entity, (i) funding or facilitating any activities of or business with any person that, at the time of such funding
or facilitation, is the subject or target of Sanctions Laws or Sanctions Programs, (ii) funding or facilitating any activities of or business
in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person of Sanctions Laws or Sanctions Programs.
(p) No
Conflicts with Anti-Bribery Laws. Neither the Buyer nor any Person affiliated with Buyer or acting on the Buyer’s behalf obtained
the Purchase Price by a contribution or other payment from any official of, or candidate for, any federal, state or foreign office in
violation of any law. Neither the Buyer, nor any Person associated with or acting on behalf of the Buyer, (i) obtained the Purchase Price
form any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) obtained the Purchase
Price from any direct or indirect unlawful payment from any foreign or domestic government official or employee or from foreign or domestic
political parties or campaigns, (iii) has violated or is in violation of any provision of any Anti-Bribery Laws, (iv) otherwise obtained
the Purchase Price from any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; (v) neither
the Buyer nor any Person associated with the Buyer or acting on the Buyer’s behalf obtained directly or indirectly any portion of
the Purchase Price, from a loan, contribution or otherwise from any Person financing or facilitating any activity that would violate the
laws and regulations referred to herein in (vi) to the knowledge of the Buyer, there are, and have been, no allegations, investigations
or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Buyer, Person acting or purporting to act on the Buyer’s
behalf.
(q) Complete
and Accurate Information. The information the Buyer provided to the Seller with regard to the Buyer’s, compliance with Applicable
Laws due diligence was and is complete and accurate in all material respects, and does not fail to identify (i) any country in which the
Buyer operates, (ii) or any person or entity which may be a associated with the Buyer, or (iii) the source or origin of the Purchase Price
to be received by the Seller pursuant to this Agreement.
(r) The
Buyer acknowledges that the Seller has made prior investments in the Company and may do so in the future and in this regard may be the
owner of other “securities” including but not limited to convertible debentures or warrants of the Company which the Seller
may dispose of or shares of the Company issued upon conversion or exercise thereof either in open market sales or privately negotiated
transactions. The Buyer also acknowledges that the Seller may be in possession of information with regard to the Company that the Buyer
may deem to be material in making a decision to enter into the transaction contemplated hereunder. The Buyer hereby waives any claim or
potential claim it has or may have against the Seller relating to the Seller’s potential possession of such information.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company hereby represents, warrants
and covenants that each of the following is true and accurate as of the date hereof, which representations, warranties and covenants shall
survive the execution and delivery of this Agreement:
(b) Authority. The Company has the
full power and authority to execute and deliver this Agreement.
(c) Issuance
of the Debenture to the Seller. The Company issued to Seller the Convertible Debenture pursuant to Transaction Documents Agreement.
Such issuance of the Debenture and any shares issued to Seller pursuant to the terms of the Convertible Note were issued in accordance
and in compliance with applicable securities laws, including, without limitation, the Securities Act.
(d)
Consideration from Seller. The Company received from the Seller such consideration for the issuance of the Debenture as described
and pursuant to the Transaction Documents. The Company further represents and warrants that there are no defenses to the payment of the
principal or interest or any other sum that has or may accrue or be payable pursuant to the Assigned and Sold Convertible Debenture. As
of the date hereof,
$601,780.82 in principal and interest
is owed on the Assigned and Sold Convertible Debenture.
(e) Affiliate.
The Seller is not an Affiliate, as defined by the Securities Act or as defined under Rule 144, of the Company nor has it been an Affiliate
of the Company in the 90 days prior to the Closing Date.
(f) The Company hereby
acknowledges this Agreement and the sale by the Seller to the Buyer of the Sold and Assigned Debenture and the assignment by the
Seller of its rights and obligations pursuant to the Transaction Documents and the Sold and Assigned Debenture to the Buyer, and the
Company shall recognize the Buyer as a party to the Transaction Documents and the holder of the Sold and Assigned Debenture and
entitled to any all rights and obligations thereunder.
6. COVENANTS OF THE BUYER.
(a) Use
of Purchase Price. Until and including the Closing Date, the Buyer will promptly notify the Seller in writing if the Buyer or any
Person affiliated with the Buyer shall become a Blocked Person.
(b) The
representations and warrants and covenants set forth above shall be ongoing until and including the Closing Date. The Buyer shall promptly
notify the Seller in writing should it become aware during such period (a) of any changes to these representations and warranties and
covenants, or (b) if it cannot comply with the representations and warranties and covenants set forth herein. Until and including the
Closing Date the Buyer shall also promptly notify the Seller in writing during such period should it become aware of an investigation,
litigation or regulatory action relating to an alleged or potential violation of Applicable Laws.
(c) The
Buyer shall provide such information and documentation it may have to the Seller or any of its affiliates may reasonably request to satisfy
compliance with the representations and warranties and covenants of the Buyer contained herein or to facilitate the Seller’s sale
of the Debenture.
7. COVENANTS OF THE COMPANY.
(a) Reissuance
of the Convertible Debenture. The Company agrees to promptly take the actions pursuant to Section 2(d) of this Agreement.
8. CONDITIONS TO THE SELLER’S OBLIGATION TO SELL.
The obligation
of the Seller to sell the Sold and Assigned Convertible Debenture to the Buyer at the Closing is subject to the satisfaction, at or before
the Closing Date, of each of the following conditions, provided that these conditions are for the Seller’s sole benefit and may
be waived by the Seller at any time in its sole discretion:
(a) The Buyer shall have executed this Agreement and delivered it to the Seller.
(b) The
representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the
Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.
(c) The Seller shall have received the Purchase Price from the Buyer pursuant to Section 2(b) herein.
9. CONDITIONS TO THE BUYER’S OBLIGATION TO PURCHASE.
(a) The
obligation of the Buyer hereunder to purchase the Shares is subject to the satisfaction, at or before the Closing Date, of each of the
following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time
in its sole discretion:
(i) The Seller shall have executed this Agreement and delivered the same to the Buyer.
(ii) The
representations and warranties of the Seller shall be true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality herein, in which case, such representations and warranties shall
be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except
for representations and warranties that speak as of a specific date) and the Seller shall have performed, satisfied and complied in all
material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with
by the Seller at or prior to the Closing Date
10. TERM, GOVERNING LAW, MISCELLANEOUS.
(a) Term.
Except as otherwise provided for herein, in the event that the Closing shall not have occurred due to the Buyer’s failure to satisfy
the conditions set forth herein including but not limited to the Seller not being in receipt of the Purchase Price pursuant as provided
for in Section 2(b) (and the Seller’s failure to waive such unsatisfied condition(s)), this Agreement, other than the representations
and warranties and indemnification provisions contained herein in the event of a Sale/Assignment, shall terminate one (1) business days
from the date hereof as provided for in Section 2(e) and the Seller shall be under no obligation to sell the Debenture.
(b) Governing
Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey without regard to
the principles of conflict of laws.
(c) Arbitration:
The Parties hereby agree that any and all disputes, controversies or claims arising out of, or in connection with this Agreement, as well
as this Agreement’s validity, interpretation, execution or any breach or claimed breach thereof, shall be referred to binding arbitration
before a single arbitrator to be mutually appointed by the Parties hereto and in the absence of agreement as to the identity of the arbitrator,
the arbitrator shall be appointed by the American Arbitration Association upon the written request of any of the Parties. The arbitrator
shall be a qualified New Jersey lawyer with experience in matters similar to the matters in dispute. The proceedings shall be held in
Union County, N.J, and the cost of the arbitration proceedings, including the arbitrator’s fees, shall be paid by the party against
whom the award is made.
(d) Counterparts.
This Agreement may be executed in two or more counterparts in portable document format (“.pdf”) or by electronic signature
(e.g., DocuSign or similar software) and transmitted via electronic mail, DocuSign or similar software which shall be deemed to be original
copies as against any party whose signature appears thereon, and all of which together shall constitute one and the same agreement. The
electronic mail delivery of an executed .pdf copy or DocuSign or similar software of this Agreement shall be deemed valid as if an original
signature were delivered.
(e) Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
(f) Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.
(g) Entire
Agreement, Amendments. This Agreement supersedes all other prior oral or written agreements between the parties herein, their affiliates
and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set
forth herein or therein, neither the Seller, the Buyer or the Company make any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the
party to be charged with enforcement.
(h) Waiver.
Failure to enforce any provision of this Agreement by a Party shall not constitute a waiver of the provision unless agreed to in writing.
No waiver of any provision shall be considered a waiver of any other provision.
(i) Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing or by electronical mail, and will be deemed to have been duly given (a) upon personal delivery, (b) upon deposit in the mail if
mailed by certified mail, return receipt requested, postage prepaid, (c) upon deposit with a recognized courier with next-day delivery
instructions, or (d) upon confirmation of transmission, if sent by electronic mail, to the electronic mail address set forth on the signature
page to this Agreement or such other electronic mail address as either party may specify by notice sent in accordance with this Section
16 (provided that the electronic mail transmission is not returned in error or the sender is not otherwise notified of any error in transmission
or failure to deliver). The addresses and e-mail addresses for such communications shall be:
If to the Seller, to: |
YAII PN, Ltd. |
|
1012 Springfield Avenue |
|
Mountainside, NJ 07092
Attention: Matthew Beckman
Telephone: (732) 213-1864 |
|
Email: mbeckman@yorkvilleadvisors.com |
|
|
With a copy to: |
David Gonzalez |
|
1012 Springfield Avenue |
|
Mountainside, NJ 07092 |
|
|
|
Telephone: (201) 536-5109 |
|
Email: dgonzalez@yorkvilleadvisors.com |
|
|
If to the Buyer, to: |
Illustrato Pictures International Inc. (AKA Ilus International) |
|
26 Broadway |
|
New York, NY 10004 |
|
Attention: Nicolas Link |
|
Telephone: +971 58-589-4069 |
|
Email: nick.link@ilus-group.com |
|
|
With a copy to: |
Ilustrato Pictures International Inc. (AKA Ilus International) |
|
26 Broadway |
|
New York, NY 10004 |
|
Attention: John-Paul Backwell |
|
Telephone: +44 7548-829-069 |
|
Email: nick.link@ilus-group.com |
|
|
If to the Company: |
Samsara Luggage, Inc. |
|
One University Plaza – Suite 505 |
|
Hackensack, NJ 07601 |
|
Attention: Atara Dzikowski |
|
Telephone: (855) 256-7477 |
|
Email: atara@samsaraluggage.com |
|
|
With a copy to: |
Foley Shechter Ablovatskiy LLP |
|
1001 Avenue of the Americas, 12th Floor |
|
New York, NY 10018 |
|
Attention: Jonathan Shechter |
|
Telephone: (212)335-0465 |
|
Email: js@foleyshechter.com |
(j) Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors and assigns. Neither the Seller, the Buyer or the Company shall
assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto.
(k) No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
(l) Survival.
Unless this Agreement is terminated under Section 2(e) or 10(a) without the consummation of a Closing hereunder, all agreements, representations
and warranties contained in this Agreement or made in writing by or on behalf of any party in connection with the transactions contemplated
by this Agreement shall survive the execution and delivery of this Agreement and the Closing.
(m) Publicity.
Neither Party shall have the right to issue any press release or any other public statement with respect to the transactions contemplated
hereby; provided, however, that the Buyer shall be entitled, without the prior approval of the Seller, to issue or file any public disclosure
or filing with respect to such transactions required under applicable securities or other laws or regulations.
(n) Further
Assurances. Each party 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.
(o) Brokerage.
The Buyer and the Seller represent that no broker, agent, finder or other party has been retained by it in connection with the transactions
contemplated hereby and that no other fee or commission has been agreed to be paid for or on account of the transactions contemplated
hereby.
(p) No
Strict Construction. 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.
[REMAINDER PAGE INTENTIONALLY
LEFT BLANK]
SELLER: |
|
BUYER: |
|
|
|
|
|
ILLUSTRATO PICTURES INTERNATIONAL INC. |
YAII PN, LTD. |
|
(AKA Ilus International) |
|
|
|
By: Yorkville Advisors Global, LP |
|
By: |
/s/ Nicolas Link |
Its: Investment Manager |
|
Name: |
Nicolas Link |
|
|
Title: |
|
By: Yorkville Advisors Global II, LLC |
|
|
Its: General Partner |
|
|
By: |
/s/ David Gonzalez |
|
Name: |
David Gonzalez |
|
Title: |
General Counsel |
|
COMPANY:
SAMSARA LUGGAGE INC.
By: |
/s/ Atara Dzikowski |
|
Name: |
Atara Dzikowski |
|
Title: |
Chief Executive Officer |
|
SCHEDULE
A
TRANSACTION DOCUMENTS
● | Securities Purchase Agreement dated December 14, 2021, between SAML and YAII. |
Debenture No. SAML 5 1-1 issued to YAII on December
14, 2021 in the original principal amount of $500,000.
Irrevocable Transfer Agent Instructions dated December 14, 2021 between SAML, Worldwide
Stock Transfer and YAII.
Composite Exhibit “A”
(Transaction Documents)
Exhibit “B”
(Purchase Notice)
Exhibit “C”
(Forbearance Agreement)
EXHIBIT B
EXECUTION VERSION
NEITHER THIS DEBENTURE NOR
THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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 PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
SAMSARA LUGGAGE, INC.
Convertible
Debenture
Issuance Date: December 14, 2021 |
|
Original Principal Amount: $500,000 |
|
|
|
Reissue Date: January 5, 2024 |
|
Reissued Principal and Interest:$603,013.70 |
|
|
|
No. SAML-6-1-1 |
|
|
FOR VALUE RECEIVED, SAMSARA LUGGAGE,
INC., a Nevada corporation (the “Company”), hereby promises to pay to the order of ILUSTRATO PICTURES
INTERNATIONAL INC., or registered assigns (the “Holder”) the amount set out above as the Reissued Principal and
Interest (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”)
when due, on the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms
hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date
set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the
Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This
Convertible Debenture (including all Convertible Debentures issued in exchange, transfer or replacement hereof) shall hereinafter be
referred to as this “Debenture”). Certain capitalized terms used herein are defined in Section 17.
(a) Payment
of Principal. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal and
accrued Interest. The “Maturity Date” shall be January 5, 2025, as may be extended at the option of the Holder
(i) in the event that, and for so long as, an Event of Default (as defined below) shall have occurred and be continuing on the Maturity
Date (as may be extended pursuant to this Section 1) or any event shall have occurred and be continuing on the Maturity Date (as may be
extended pursuant to this Section 1) that with the passage of time and the failure to cure would result in an Event of Default. Other
than as specifically permitted by this Debenture, the Company may not prepay or redeem any portion of the outstanding Principal without
the prior written consent of the Holder.
(b) Interest.
Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to 10% (“Interest Rate”). Interest
shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law. Interest
hereunder shall be paid on the Maturity Date (or sooner if upon conversion or acceleration by the Holder as provided herein) to the Holder
or its assignee in whose name this Debenture is registered on the records of the Company regarding registration and transfers of Debentures
at the option of the Company in cash, or, provided that the Equity Conditions are then satisfied converted into Common Stock at the Market
Conversion Price on the Trading Day immediately prior to the date paid.
(a) An
“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall
be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule
or regulation of any administrative or governmental body):
(i) the
Company’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Debenture (including,
without limitation, the Company’s failure to pay any redemption payments or amounts hereunder), which failure is not cured within thirty
(30) days of the date the Company is notified by the Holder of the occurrence of such failure;
(ii) The
Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company
under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary
of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary
of the Company or there is commenced against the Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding
which remains undismissed for a period of 61 days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt;
or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company
suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property
which continues undischarged or unstayed for a period of 61 days; or the Company or any subsidiary of the Company makes a general assignment
for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay,
or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company shall call a
meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary
of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing;
or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing;
(iii) The
Company or any subsidiary of the Company shall default in any of its obligations under any other debenture or any mortgage, credit agreement
or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may
be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company
or any subsidiary of the Company in an amount exceeding $250,000, whether such indebtedness now exists or shall hereafter be created and
such default shall result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise
become due and payable;
(iv) If
the Common Stock is quoted or listed for trading on the following and it ceases to be so quoted or listed for trading and shall not again
be quoted or listed for trading on the OTC Markets’ (the “Primary Market”) within 5 Trading Days of such delisting;
(v) The
Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section 17) unless in connection
with such Change of Control Transaction this Debenture is retired;
(vi) the
Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within 5 Business Days
after the applicable Conversion Failure or (B) notice, written or oral, to any holder of the Debenture, including by way of public announcement,
at any time, of its intention not to comply with a request for conversion of the Debenture into shares of Common Stock that is tendered
in accordance with the provisions of the Debentures, other than pursuant to Section 4(e);
(vii) The
Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within 5 Business Days after
such payment is due;
(viii) The
Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach or default
of any provision of this Debenture (except as may be covered by Section 2(a)(i) through 2(a)(viii) hereof) which is not cured within the
time prescribed.
(b)
During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred, the full unpaid Principal
amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall
become at the Holder’s election, immediately due and payable in cash; provided however, the Holder may request (but shall have no
obligation to request) payment of such amounts in Common Stock of the Company. If an Event of Default occurs and for so long as such
Event of Default remains uncured, the Interest Rate on this Debenture shall immediately become 15% per annum and shall remain at
such increased interest rate until the applicable Event of Default is cured. Furthermore, in addition to any other remedies, the
Holder shall have the right (but not the obligation) to convert this Debenture at any time after (x) an Event of Default at the
Market Conversion Price or (y) the Maturity Date at the Market Conversion Price. The Holder need not provide and the Company hereby
waives any presentment, demand, protest or other notice of any kind, (other than required notice of conversion) and the Holder may
immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other
remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment
hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.
(a) Company’s
Cash Redemption. The Company at its option shall have the right to redeem (a “Redemption”), in part or in whole,
outstanding Principal and Interest under this Debenture prior to the Maturity Date provided that as of the date of the Holder’s receipt
of a Redemption Notice (as defined herein) (i) the VWAP of the Company’s Common Stock is less than the Fixed Conversion Price and (ii)
there is no Equity Conditions Failure. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption
premium equal to 5% of the outstanding Principal Amount being redeemed plus outstanding and accrued Interest (“Redemption Premium”).
In order to make a Redemption pursuant to this Section, the Company shall first provide 15 business days advanced written notice to the
Holder of its intention to make a redemption (the “Redemption Notice”) setting forth the amount of Principal and Interest
it desires to redeem plus the applicable Redemption Premium (the “Redemption Amount”). After receipt of the Redemption
Notice the Holder shall have 15 Business Days to elect to convert all or any portion of this Debenture, subject to the limitations set
forth in Section4(f). On the 16th Business Day after the Redemption Notice, the Company shall deliver to the Holder
via wire transfer of immediately available funds the Redemption Amount with respect to the Principal Amount and Interest redeemed after
giving effect to conversions by the Holder effected during the 15th Business Day period.
(4) CONVERSION
OF DEBENTURE. This Debenture shall be convertible into shares of the Company’s Common Stock, on the terms and conditions set forth
in this Section 4.
(a) Conversion
Right. Subject to the provisions of Section 4(a), and Section 4(f), at any time or times on or after the Issuance Date and not withstanding
any pending Company Redemption, the Holder shall be entitled to convert the principal and interest into Common Shares at a rate of $0.0040
per share.
(b) Intentionally
Deleted.
(c) “Conversion
Amount” means the portion of the Principal and accrued Interest to be converted, redeemed or otherwise with respect to which
this determination is being made.
(d) “Fixed
Conversion Price” means, as of any Conversion Date (as defined below) or other date of determination, $0.0040, subject
to adjustment as provided herein. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination
or other similar transaction.
(e) Intentionally
Deleted.
| (f) | Mechanics of Conversion. |
(i) Optional
Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder
shall (A) transmit by electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy
of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the
Company and (B) if required by Section 4(e)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery
to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the
case of its loss, theft or destruction). On or before the 5th Business Day following the date of receipt of a Conversion Notice
(the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of Common
Stock pursuant to the conversion and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”)
Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled
to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer
Agent is not participating in the DTC Fast Automated Securities Transfer Program or if legends are required to be placed on certificates
of Common Stock, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the
Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled or have the shares issued in book
entry and provide the Holder with evidence thereof. If this Debenture is physically surrendered for conversion and the outstanding Principal
of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable
and in no event later than 5 Business Days after receipt of this Debenture and at its own expense, issue and deliver to the holder a new
Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable
upon a conversion of this Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon
the transmission of a Conversion Notice.
(ii) Company’s
Failure to Timely Convert. If within 5 Trading Days after the Company’s receipt by electronic mail a copy of a Conversion Notice the
Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of
shares of Common Stock to which the Holder is entitled upon such conversion of any Conversion Amount (a “Conversion Failure”),
and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction
of a sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”),
then the Company shall, within 5 Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder
in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for
the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to
deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder
a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the
Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Conversion Date.
(iii) Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance with the terms
hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion Amount represented
by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included
in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture. The Holder and the Company
shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method,
reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon conversion.
| (g) | Limitations on Conversions. |
(i) Beneficial
Ownership. The Company shall not effect any conversions of this Debenture and the Holder shall not have the right to convert any portion
of this Debenture or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to such conversion
or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance
with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.99% of the number of shares of Common Stock
outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not
be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the
conversion at issue would result in the issuance of shares of Common Stock in excess of 9.99% of the then outstanding shares of Common
Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have
the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder
and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion
of the principal amount of this Debenture is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered
a Conversion Notice for a principal amount of this Debenture that, without regard to any other shares that the Holder or its affiliates
may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of
this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance
with Section 4(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding
under this Debenture. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon
not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.
(i) The
Company shall at all times reserve and keep available out of its authorized Common Stock the full number of shares of Common Stock issuable
upon conversion of all outstanding amounts under this Debenture; and within 5 Business Days following the receipt by the Company of a
Holder’s notice that such minimum number of Underlying Shares is not so reserved, the Company shall promptly reserve a sufficient number
of shares of Common Stock to comply with such requirement.
(ii) All
calculations under this Section 4 shall be rounded to the nearest $0.0001 or whole share.
(iii) The
Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely
for the purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free
from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less than such number
of shares of the Common Stock as shall (subject to any additional requirements of the Company as to reservation of such shares set forth
in this Debenture or in the Transaction Documents) be issuable (taking into account the adjustments and restrictions set forth herein)
upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that
all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, nonassessable
and, if the Underlying Shares Registration Statement has been declared effective under the Securities Act, registered for public sale
in accordance with such Underlying Shares Registration Statement.
(iv) Nothing
herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the Company’s
failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder
shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall
not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.
| (5) | Merger or Consolidation. |
(a)
In case of any (1) merger or consolidation of the Company or any subsidiary of the Company with or into another Person, or (2) sale
by the Company or any subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related
transactions, a Holder shall have the right to (A) exercise any rights under Section 2(b), (B) convert the aggregate amount of this
Debenture then outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to be held by
holders of Common Stock following such merger, consolidation or sale, and such Holder shall be entitled upon such event or series of
related events to receive such amount of securities, cash and property as the shares of Common Stock into which such aggregate
principal amount of this Debenture could have been converted immediately prior to such merger, consolidation or sales would have
been entitled, or (C) in the case of a merger or consolidation, require the surviving entity to issue to the Holder a convertible
Debenture with a principal amount equal to the aggregate principal amount of this Debenture then held by such Holder, plus all
accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible Debenture shall have terms
identical (including with respect to conversion) to the terms of this Debenture, and shall be entitled to all of the rights and
privileges of the Holder of this Debenture set forth herein and the agreements pursuant to which this Debentures were issued. In the
case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock or convertible
Debentures shall be based upon the amount of securities, cash and property that each share of Common Stock would receive in such
transaction and the Fixed Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction.
The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to
receive the securities, cash and property set forth in this Section upon any conversion or redemption following such event. This
provision shall similarly apply to successive such events.
| (6) | REISSUANCE OF THIS DEBENTURE. |
(a) Transfer.
If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will, subject
to the satisfaction of the transfer provisions of the Securities Purchase Agreement, forthwith issue and deliver upon the order of the
Holder a new Debenture (in accordance with Section 6(d)), registered in the name of the registered transferee or assignee, representing
the outstanding Principal being transferred by the Holder and, if less then the entire outstanding Principal is being transferred, a new
Debenture (in accordance with Section 6(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and
any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of Section 4(e)(iii) following
conversion or redemption of any portion of this Debenture, the outstanding Principal represented by this Debenture may be less than the
Principal stated on the face of this Debenture.
(b) Lost,
Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Debenture, the Company
shall execute and deliver to the Holder a new Debenture (in accordance with Section 6(d)) representing the outstanding Principal.
(c) Debenture
Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Debenture or Debentures (in accordance with Section 6(d)) representing in the aggregate the outstanding
Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as is designated by
the Holder at the time of such surrender.
(d) Issuance
of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such new Debenture
(i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture, the Principal remaining
outstanding (or in the case of a new Debenture being issued pursuant to Section 6(a) or Section 6(c), the Principal designated by the
Holder which, when added to the principal represented by the other new Debentures issued in connection with such issuance, does not exceed
the Principal remaining outstanding under this Debenture immediately prior to such issuance of new Debentures), (iii) shall have an issuance
date, as indicated on the face of such new Debenture, which is the same as the Issuance Date of this Debenture, (iv) shall have the same
rights and conditions as this Debenture, and (v) shall represent accrued and unpaid Interest from the Issuance Date.
(7) NOTICES.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered upon: (i) receipt, when delivered personally, (ii) 1 Business Day after deposit with
an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same, or (iii)
receipt, when sent by electronic mail (provided that the electronic mail transmission is not returned in error or the sender is not otherwise
notified of any error in transmission. The addresses and e-mail addresses for such communications shall be:
If to the Company, to: |
Samsara Luggage, Inc. |
|
One University Plaza - Suite 505 Hackensack,
NJ 07601 |
|
Attention: |
Atara Dzikowski |
|
Telephone: |
(855) 256-7477 |
|
Email: |
atara@samsaraluggage.com |
With a copy to: |
Foley Shechter Ablovatskiy LLP |
|
1001 Avenue of the Americas, 12th
Floor |
|
New York, NY 10018 |
|
Attention: |
Jonathan Shechter |
|
Telephone: |
(212) 335-0465 |
|
Email: |
js@foleyshechter.com |
|
|
If to the Holder: |
Ilustrato Pictures International Inc. |
|
26 Broadway, Suite 934 |
|
New York, NY 10004 |
|
Attention: |
Nicolas Link |
|
Telephone: |
+971 58 589 4069 |
|
Email: |
nick.link@ilus-group.com |
or at such other address and/or
electronic email address and/or to the attention of such other person as the recipient party has specified by written notice given to
each other party 5 Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient
of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s computer containing
the time, date, recipient’s electronic mail address and the text of such electronic mail or (iii) provided by a nationally recognized
overnight delivery service, shall be rebuttable evidence of personal service, receipt by electronic mail or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.
(8) Except
as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute
and unconditional, to pay the principal of, interest and other charges (if any) on, this Debenture at the time, place, and rate, and in
the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company. As long as this Debenture is outstanding,
the Company shall not and shall cause their subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation,
bylaws or other charter documents so as to adversely affect any rights of the Holder (which shall include combining (by way of
reverse stock split) outstanding shares of Common Stock into a smaller number of shares); (ii) repay, repurchase or offer to repay, repurchase
or otherwise acquire shares of its Common Stock or other equity securities other than as to the Underlying Shares to the extent permitted
or required ; or (iii) enter into any agreement with respect to any of the foregoing.
(9) This
Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to
vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings
of the Company, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.
(10) No
indebtedness of the Company is senior to this Debenture in right of payment, whether with respect to interest, damages or upon liquidation
or dissolution or otherwise. Without the Holder’s consent, the Company will not and will not permit any of their subsidiaries to, directly
or indirectly, enter into, create, incur, assume or suffer to exist any indebtedness of any kind, on or with respect to any of its property
or assets now owned or hereafter acquired or any interest therein or any income or profits there from that is senior in any respect to
the obligations of the Company under this Debenture.
(11) This
Debenture shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to conflicts
of laws thereof. Each of the parties consents to the jurisdiction of the Superior Courts of the State of New Jersey sitting in Union County,
New Jersey and the U.S. District Court for the District of New Jersey sitting in Newark, New Jersey in connection with any dispute arising
under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum
non conveniens to the bringing of any such proceeding in such jurisdictions.
(12) If
the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly for all fees,
costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses incurred by the Holder in any action in connection
with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with
the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the Holder,
(iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or
enforcement of any rights or remedies of the Holder.
(13) Any
waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach
of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence
to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing.
(14) If
any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the
applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company
covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying
all or any portion of the principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so)
hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder,
delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though
no such law has been enacted.
(15) Whenever
any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day.
(16) THE
PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE
OF THIS AGREEMENT.
(17) CERTAIN
DEFINITIONS For purposes of this Debenture, the following terms shall have the following meanings:
(a) “Bloomberg” means Bloomberg Financial Markets.
(b) “Business
Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on
which banking institutions are authorized or required by law or other government action to close.
(c) “Change
of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or
“group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or
beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities of the Company
(except that the acquisition of voting securities by the Holder or any other current holder of convertible securities of the Company shall
not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time of more than one-half
of the members of the board of directors of the Company which is not approved by a majority of those individuals who are members of the
board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any date whose
nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof),
(c) the merger, consolidation or sale of 50% or more of the assets of the Company or any subsidiary of the Company in one or a series
of related transactions with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party
or by which it is bound, providing for any of the events set forth above in (a), (b) or (c).
(d) “Closing
Bid Price” means the price per share in the last reported trade of the Common Stock on a Primary Market or on the exchange which
the Common Stock is then listed as quoted by Bloomberg.
(e) “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for Common Stock.
(f) “Commission” means the Securities and Exchange Commission.
(g) “Common
Stock” means the common stock, par value $0.0001, of the Company and stock of any other class into which such shares may hereafter
be changed or reclassified.
(j)
(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(k) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.
(l) “Original
Issue Date” means the date of the first issuance of this Debenture regardless of the number of transfers and regardless of the
number of instruments, which may be issued to evidence such Debenture.
(m) “Person”
means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof
or a governmental agency.
(n) “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
(o) “Trading
Day” means a day on which the shares of Common Stock are quoted on the Primary Market on which the shares of Common Stock are
then quoted or listed; provided, that in the event that the shares of Common Stock are not listed or quoted, then Trading Day shall mean
a Business Day.
(p)
“Underlying Shares” means the shares of Common Stock issuable upon conversion of this Debenture or as payment of
interest in accordance with the terms hereof.
(q) “VWAP"
means, for any security as of any date, the daily dollar volume-weighted average price for such security as reported by Bloomberg, LP
through its "Historical Price Table Screen (HP)" with Market: Weighted Avg function selected, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg, the average of the highest closing bid price and the lowest closing ask price
of any of the market makers for such security as reported in the "pink sheets" by Pink Sheets LLC.
[Signature Page Follows]
IN WITNESS WHEREOF, the
Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date set forth above.
|
COMPANY: |
|
SAMSARA LUGGAGE, INC. |
|
|
|
|
By: |
/s/ Atara Dzikowski |
|
Name: |
Atara Dzikowski |
|
Title: |
Chief Executive Officer |
EXHIBIT I
CONVERSION NOTICE
(To be executed by the Holder
in order to Convert the Debenture)
TO:
The undersigned
hereby irrevocably elects to convert $ ________________________________ of the principal amount of Debenture No. SAML-6-1-1 into
Shares of Common Stock of SAMSARA LUGGAGE, INC., according to the conditions stated therein, as of the Conversion Date
written below.
Conversion Date: |
_________________________________________________________ |
|
|
Conversion Amount to be converted: |
$________________________________________________________ |
|
|
Conversion Price: |
$________________________________________________________ |
|
|
Number of shares of Common Stock to be issued: |
_________________________________________________________ |
|
|
Amount of Debenture Unconverted: |
$ |
|
|
Please issue the shares of Common Stock in the following name and to the following address:
Issue to: |
|
|
Authorized Signature: |
_________________________________________________________ |
|
|
Name: |
_________________________________________________________ |
|
|
Title: |
_________________________________________________________ |
|
|
Broker DTC Participant Code: |
|
|
|
Account Number: |
|
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