Form 8-K
8-K — Our Bond, Inc.
Accession: 0001493152-26-020987
Filed: 2026-05-04
Period: 2026-05-03
CIK: 0001756064
SIC: 4899 (COMMUNICATION SERVICES, NEC)
Item: Entry into a Material Definitive Agreement
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-3.1 (ex3-1.htm)
EX-3.2 (ex3-2.htm)
EX-4.1 (ex4-1.htm)
EX-10.1 (ex10-1.htm)
EX-10.2 (ex10-2.htm)
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GRAPHIC (ex4-1_002.jpg)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 3, 2026
Our
Bond, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
001-43087
83-1751618
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
85
Broad Street, New York, New York
10004
(Address
of principal executive offices)
(Zip
Code)
(888)
567-6234
(Registrant’s
telephone number, including area code)
(Former name or former address, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.0001 per share
OBAI
The
Nasdaq Stock Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
May 4, 2026, Our Bond, Inc., a Nevada corporation (“we,” “us,” “our” or the “Company”)
entered into Amendment No. 3 (the “Equity Line Amendment”) to the Securities Purchase Agreement with Ascent Partners Fund
LLC (“Ascent”) dated October 27, 2025, as amended (the “Equity Line SPA”). Under the terms of the Equity Line
SPA, we have the right, but not the obligation, to require Ascent to purchase shares of our common stock in one or more tranches subject
to certain limits and conditions set forth therein. The Equity Line SPA provides for both “Regular Closings” and “Expanded
Closings.”
The
Amendment makes the following changes to the terms of the Equity Line SPA:
● For
an Expanded Closings, which feature a maximum purchase price of up to $5,000,000, the Amendment
provides that the Company can only deliver an advance notice on a trading day: (i) on which
the bid price for its common stock is at least fifteen percent (15%) greater than the closing
price on the immediately preceding trading day, and (ii) the trading volume for the Company’s
common stock exceeds one hundred fifty percent (150%) the average daily trading volume of
the common stock for the ten (10) immediately preceding trading days. Notwithstanding the
foregoing, if the average daily traded value of the company’s common stock for the
preceding ten (10) trading days exceeds $4,000,000, then the Company may deliver an advance
notice for an Expanded Closing regardless of these two conditions.
● The
“Maximum Aggregate Purchase Price” specified in the Equity Line SPA was reduced
from $300 million to $50 million.
Also
on May 4, 2026, we entered into an Amendment (the “Warrant Amendment”) to the common stock purchase warrants (the
“Warrants”) held by Ascent. Under the Warrant Amendment:
● The
exercise price for 1,000,000 Warrants expiring on February 27, 2027 was adjusted to $1.25
per share.
● The
exercise price for 1,000,000 Warrants expiring on February 27, 2027 was adjusted to $1.75
per share.
● The
exercise price for 1,000,000 Warrants expiring on February 27, 2027 was adjusted to $2.25
per share.
● The
exercise price for 2,000,000 Warrants expiring on October 27, 2027 was adjusted to $3.50
per share.
● The
exercise price for 2,000,000 Warrants expiring on October 27, 2027 was adjusted to $4.00
per share.
● The
exercise price for 2,000,000 Warrants expiring on October 27, 2027 was adjusted to $4.50
per share.
● All
other outstanding Warrants held by Ascent were cancelled. The cancelled warrants consisted
of 15,991,902 warrants exercisable at $12.35 per share and 300,000 warrants exercisable at
$3.2475 per share, leaving warrants to purchase a total of 9,000,000 shares of common stock
outstanding, as described above.
Also
on May 4, 2026, we issued a Promissory Note to Ascent Partners Fund, LLC in the principal amount of $1,000,000 (the “Note”).
The Note bears interest at a rate of ten percent (10%) per annum and matures on September 1, 2026. We are required to apply twenty-five
percent (25%) of the net proceeds of all future offerings or issuances of our securities toward payment of the Note until such time as
it is paid in full. In the event of default, the Note will bear interest at a rate of twenty-four percent (24%) per annum and any late
payments will incur a late fee in the amount of ten percent (10%) of the amount of the late payment. Events of default under the Note
include any failure to pay the principal amount when due, any failure to pay interest, fees, or other obligations within five (5) business
days of when due, a failure to perform any other covenant under the Note, a default under any indebtedness in excess of $150,000, and
a change in control of the Company. The foregoing is a summary of the material terms of the Note. The Note, which is filed herewith as
Exhibit 10.2, contains additional terms, covenants, and conditions and should be reviewed in its entirety for additional information.
Finally,
on May 3, 2026, pending the approval of our board of directors, we agreed to amend the Certificates of Designation for
our Series C Preferred Stock and our Series D Preferred Stock as follows:
● The
conversion price for our Series D Preferred Stock was adjusted to $2.0265 per share.
● A
new ‘leak-out’ provision was added to both the Certificate of Designation for
our Series C Preferred Stock and the Certificate of Designation for our Series D Preferred
Stock. Under the new provision, all Holders of the preferred shares collectively shall not,
on any trading day, sell a number of Conversion Shares which equals more than 10% of the
total daily share volume as reported by the applicable trading market. This limitation will
not apply to any sale of conversion shares at a price equal to or greater than 115% of the
closing price for our common stock on the prior trading day.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The
foregoing discussion of the amendments to our Certificates of Designation for our Series C Preferred Stock and our Series D Preferred
Stock is incorporated here by reference as if set forth in full.
Item
9.01 Financial Statements and Exhibits
Exhibit
No.
Description
3.1
Form
of Amendment No. 1 to Certificate of Designations of Preferences and Rights of Series C Preferred Stock
3.2
Form
of Amendment No. 1 to Amended and Restated Certificate of Designations of Preferences and Rights of Series D Preferred
Stock
4.1
Amendment to Warrants to Purchase Common Stock
10.1
Amendment No. 3 to Securities Purchase Agreement
10.2
Promissory Note Due September 1, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
May 4, 2026
Our
Bond, Inc.
By:
/s/
Doron Kempel
Name:
Doron
Kempel
Title:
Chief
Executive Officer
EX-3.1
EX-3.1
Filename: ex3-1.htm · Sequence: 2
Exhibit
3.1
AMENDMENT
NO. 1 TO
CERTIFICATE
OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C
CONVERTIBLE
PREFERRED STOCK OF
OUR BOND, INC.
PURSUANT
TO SECTION 78.1955 OF THE
NEVADA
REVISED STATUTES
I,
Doron Kempel, hereby certify that I am the Chief Executive Officer of TG-17, INC. (the “Company”), a corporation incorporated
and existing under Chapter 78 of the Nevada Revised Statutes (the “NRS”) and further do hereby certify that:
1.
Pursuant to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s
Articles of Incorporation, as amended (the “Articles of Incorporation”), on September 16, 2025 the Company filed the
Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of the Company with the Nevada Secretary
of State.
2.
On May 4, 2026, the Board of Directors of the Company and the requisite shareholders of the Company’s Series C Convertible
Preferred Stock duly adopted and approved the following resolutions adopting this Amendment No. 1 to the Certificate of Designations,
Preferences and Rights of the Series C Convertible Preferred Stock:
RESOLVED,
that the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock is hereby amended as follows:
1.
A new Section 4(f) is hereby added which states as follows:
Leak-out.
All Holders of Preferred Shares collectively shall not, on any Trading Day, sell a number of Conversion Shares which equals more than
10% of the total daily share volume as reported by the applicable Trading Market. The foregoing limitation shall not apply to any sale
of Conversion Shares at a price equal to or greater than 115% of the Closing Sale Price for the Common Stock on the prior Trading Day.
2.
All other provisions of the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred
Stock not modified hereby shall remain in full force and effect as set forth therein.
*
* * * *
IN
WITNESS WHEREOF, the Company has caused this Amendment No. 1 to the Certificate of Designations of Series C Convertible Preferred
Stock of Our Bond, Inc. to be signed by its Chief Executive Officer on this 4th day of May, 2026.
Our Bond, Inc.
By:
/s/ Doron
Kempel
Name:
Doron Kempel
Title:
Chief Executive Officer
EX-3.2
EX-3.2
Filename: ex3-2.htm · Sequence: 3
Exhibit
3.2
AMENDMENT
NO. 1 TO
AMENDED
AND RESTATED CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE
SERIES D CONVERTIBLE PREFERRED STOCK OF
OUR BOND, INC.
PURSUANT
TO SECTION 78.1955 OF THE
NEVADA
REVISED STATUTES
I,
Doron Kempel, hereby certify that I am the Chief Executive Officer of TG-17, INC. (the “Company”), a corporation
incorporated and existing under Chapter 78 of the Nevada Revised Statutes (the “NRS”) and further do hereby
certify that:
1.
Pursuant to the authority expressly conferred upon the Board of Directors of the Company
(the “Board”) by the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”),
on December 12, 2025 the Company filed the Amended and Restated Certificate of Designations, Preferences and Rights of the Series D Convertible
Preferred Stock of the Company with the Nevada Secretary of State.
2.
On May 4, 2026, the Board of Directors of the Company and the requisite shareholders of the Company’s Series D Convertible
Preferred Stock duly adopted and approved the following resolutions adopting this Amendment No. 1 to the Amended and Restated Certificate
of Designations, Preferences and Rights of the Series D Convertible Preferred Stock:
RESOLVED,
that the Amended and Restated Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock is hereby
amended as follows:
1.
Section 4(b)(ii) is hereby amended to state as follows:
““Conversion
Price” means, with respect to each Preferred Share, as of any Conversion Date or other date of determination, $2.0265, subject
to adjustment as provided herein. All such determinations shall be appropriately adjusted for any share dividend, share split, share
combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Conversion
Notice Measuring Period.
2.
A new Section 7(d) is hereby added which states as follows:
Leak-out.
All Holders of Preferred Shares collectively shall not, on any Trading Day, sell a number of Conversion Shares which equals more than
10% of the total daily share volume as reported by the applicable Trading Market. The foregoing limitation shall not apply to any sale
of Conversion Shares at a price equal to or greater than 115% of the Closing Sale Price for the Common Stock on the prior Trading Day.
3.
All other provisions of the Amended and Restated Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred
Stock not modified hereby shall remain in full force and effect as set forth therein.
*
* * * *
IN
WITNESS WHEREOF, the Company has caused this Amendment No. 1 to Amended and Restated Certificate of Designations of Series D Convertible
Preferred Stock of Our Bond, Inc. to be signed by its Chief Executive Officer on this 4th day of May, 2026.
Our Bond, Inc.
By:
/s/
Doron Kempel
Name:
Doron
Kempel
Title:
Chief
Executive Officer
EX-4.1
EX-4.1
Filename: ex4-1.htm · Sequence: 4
Exhibit 4.1
19505 Biscayne Blvd. ● Suite 2350 ● Aventura,
FL 33180 ● legal@ascentpartnersllc.com
To:
Our Bond, Inc.
18 West 18th Street, 6th Floor
New York, NY 10011
Email: Doron.Kempel@ourbond.com
Attention:
Doron Kempel
Chief Executive Officer
May 4, 2026
Re: Amendment to Warrants to Purchase Common Stock
Dear Mr. Kempel:
Reference is made to (i) the Warrant to Purchase Common
Stock dated October 27, 2025, under which Ascent Partners Fund LLC, a Delaware limited liability company (the “Purchaser”)
may purchase up to 6,000,000 shares of common stock of Our Bond, Inc., a Nevada corporation (together with its successors and permitted
assigns, the “Company”) at an exercise price of $12.35 for a period of nine (9) months from the date of issuance (the
“October Warrants”), and (ii) the Warrant to Purchase Common Stock dated February 27, 2025, under which the Purchaser
may purchase up to 3,000,000 shares of common stock of the Company at an exercise price of $12.35 for a period of nine (9) months from
the date of issuance (the “February Warrants” and together with the October Warrants, the “Warrants”).
Capitalized terms used but not defined herein are used as defined in the Warrants.
Subject to the terms and conditions set forth herein,
and effective on the date hereof, the Warrants are hereby amended as follows:
1. Section 2 of February Warrants
to purchase up to 3,000,000 shares of Common Stock is hereby amended to read as follows:
“Price. The purchase price at which this
Warrant may be exercised shall be an exercise price equal to (i) $1.25 per share with respect to one-third (1/3) of the Warrant Securities,
(ii) $1.75 per share with respect to an additional one-third (1/3) of the Warrant Securities, and (iii) $2.25 per share with respect to
the remaining one-third (1/3) of the Warrant Securities (each tranche consisting of 1,000,000 shares of Common Stock), in each case as
adjusted from time to time pursuant to Section 5 (as so adjusted, the “Exercise Price”), until February 27, 2027..”
2. Section 2 of October Warrants
to purchase up to 6,000,000 shares of Common Stock is hereby amended to read as follows:
“Price. The purchase price at which this
Warrant may be exercised shall be an exercise price equal to (i) $3.50 per share with respect to one-third (1/3) of the Warrant Securities,
(ii) $4.00 per share with respect to an additional one-third (1/3) of the Warrant Securities, and (iii) $4.50 per share with respect to
the remaining one-third (1/3) of the Warrant Securities (each tranche consisting of 2,000,000 shares of Common Stock), in each case as
adjusted from time to time pursuant to Section 5 (as so adjusted, the “Exercise Price”), until October 27, 2027.”
3. Except as expressly amended
by this Amendment, all of the terms and conditions of the Warrants remain unchanged and in full force and effect. The Warrants, as amended
by this Amendment, are hereby ratified and confirmed in all respects.
Notwithstanding anything to the contrary contained
in the Warrants, the Purchase Agreement, or any other Transaction Document, effective as of the date hereof, all warrants to purchase
shares of Common Stock of the Company held by the Purchaser or any of its Affiliates, other than the Warrants expressly amended hereby,
are hereby terminated, canceled and extinguished in their entirety, and shall be of no further force or effect, with no remaining rights,
obligations or liabilities of any kind thereunder, whether accrued or unaccrued; provided, that the Warrants, as amended by this Amendment,
shall continue in full force and effect in accordance with their terms.
This amendment is a Transaction Document and is limited
as written.
As of the date first written above, each reference
in the Warrants to “this Warrant,” “hereunder,” “hereof,” “herein,”
or words of like import, and each reference in the other Transaction Documents to the Warrants (including, without limitation, by means
of words like “thereunder,” “thereof” and words of like import), shall refer to the Warrants as
modified hereby, and the provisions in this amendment amending the Warrants shall be read together and construed as a single agreement
with the Warrants. The execution, delivery and effectiveness of this amendment shall not, except as expressly provided herein, commit
or otherwise obligate the Holder to enter into or consider entering into any other consent, waiver or modification of any Transaction
Document or make any further purchases or other advances pursuant to any Transaction Documents.
In further consideration for the execution of this
amendment by the Purchaser and without limiting any rights or remedies the Purchaser or any Purchaser Parties may have, the Company hereby
releases each of the Purchaser and the Purchaser Parties (each a “Releasee” and, collectively, the “Releasees”)
against any and all claims and from any other Losses of the Company or any Subsidiary thereof, whether or not relating to any Transaction
Document, any obligation or liability owing thereunder, any asset of the Company or any of their Subsidiaries or Affiliates, or any legal
relationship that exists or may exist between any Releasee and the Company or any Subsidiary of the Company. The Company, for itself and
for its Subsidiaries, acknowledges and agrees that it or its Subsidiaries may discover information later that could have affected materially
their willingness to agree to the release in this paragraph and that neither such possibility, which it took into account when executing
this amendment, nor such discovery, as to which it expressly assumes the risk, shall affect the effectiveness of the release in this paragraph,
and waives the benefit of any legal requirement that may provide otherwise.
As a Transaction Document, and pursuant to Section
8 (Miscellaneous) of the Warrants, this Amendment is subject to various interpretative, amendment and third party beneficiary and
other miscellaneous provisions set forth in the Purchase Agreement that expressly apply to Transaction Documents, located principally
in Article VI thereof, including Sections 6.3(d) (No Implied Waivers or Notice Rights), 6.5 (Set off), 6.7 (Severability) and
6.11 (Marshaling, Payments Set Aside) but also Sections 3.1 (Representations and Warranties of the Company Parties (including
clause (kk) (AML/CTF Regulations)), 4.14 (Indemnification of Each Purchaser Party) and 6.2 (Fees and Expenses) thereof,
which the Company, in the case of representations and warranties, expressly makes herein for the benefit of the Holder whenever those
are made under the Purchase Agreement, and, for other provisions, agrees to comply therewith.
In addition, without limitation, (a) Section 8(h)
(Governing Law) of the Warrants provides that this Amendment shall be governed by and construed in accordance with the laws of the
State of Delaware and that Proceedings in respect hereto shall be brought exclusively in the state or federal courts sitting in the City
of New York, Borough of Manhattan and (b) in Section 8(i) (Waiver of Jury Trial), the parties thereto (which include the parties
hereto) thereby irrevocably and unconditionally waived, to the fullest extent permitted by applicable Regulations, any right that they
may have to trial by jury of any claim or cause of action or in any Proceeding, directly or indirectly based upon or arising out of, under
or in connection with, this Amendment or the transactions contemplated therein or related thereto (whether founded in contract, tort or
any other theory). The parties hereto hereby reaffirm all of these and all other provisions of the Transaction Documents applying
to the Transaction Documents as applying to this amendment, all of which are hereby incorporated herein by reference.
[Signature
Pages Follow]
This Amendment may be executed in counterparts, which
may be effectively transmitted by fax or e-mail (in each case return receipt requested and obtained) and which, together, shall constitute
one and the same instrument.
Very truly yours,
ASCENT PARTNERS FUND LLC, as Purchaser
By:
/s/ Mikhail Gurevich
Name:
Mikhail Gurevich
Title:
Authorized Signatory
Accepted and Agreed
As of the Date First Written Above:
Our Bond, Inc.,
as Company
By:
/s/ Doron Kempel
Name:
Doron Kempel
Title:
Chief Executive Officer
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 5
Exhibit
10.1
19505
Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● legal@ascentpartnersllc.com
To:
TG-17, Inc.
18 West 18th
Street, 6th Floor
New York, NY
10011
Email: Doron.Kempel@ourbond.com
Attention:
Doron Kempel
Chief Executive Officer
May
4, 2026
Re:
Amendment No. 3
Dear Mr. Kempel:
Reference
is made to the Securities Purchase Agreement, dated
as of October 27, 2025, as amended (the “Equity
Line SPA”) by
and between Our Bond Inc., a Nevada
corporation (together with its successors and permitted assigns, the “Company”),
and Ascent Partners Fund LLC,
a Delaware limited liability company (the “Purchaser”),
under the terms and subject
to the conditions of which the Company
has the right, but not the obligation, to require the
Purchaser to purchase up to $300 million of the Company’s common stock,
between the Company
and the Purchaser. Capitalized
terms used but not defined herein are used as defined
in the Equity Line
SPA, including by reference in Schedule I thereof to definitions in other Transaction Documents.
Subject
to the terms and conditions set forth herein, and effective on the later of (i) the date hereof and (ii) the date of payment of all Obligations
due on or before, but after giving effect to, the effective date of this amendment (including all other costs, expenses and fees due
under any Transaction Document after giving effect to this amendment and invoiced prior to such effective date) (the “Amendment
Effective Date”), the following Transaction Documents are hereby amended as follows:
Equity
Line SPA
● Maximum
Aggregate Purchase Price.
Section
1.4 (b) (iv) of the Equity Line SPA is hereby amended by replacing in its entirety “$300,000,000” with “$50,000,000”
wherever it appears therein.
● Expanded
Closings.
Section
1.1 (c) is hereby amended by replacing in its entirety “provided, that, without the consent of the Purchaser, the Expanded
Purchase Price paid in connection with any Expanded Closing shall not exceed $5,000,000” with “provided, that, without the
consent of the Purchaser, (i) the Company may only deliver an Advance Notice for an Expanded Closing on a trading day on which the bid
price of the Common Stock as reported by Bloomberg L.P. is at least fifteen percent (15%) greater than the Official Closing Price of
the Common Stock on the immediately preceding trading day, and (ii) the Company may only deliver an Advance Notice for an Expanded Closing
if the volume for the shares of Common Stock on the Expanded Closing Date exceeds one and one half (1.5) times the average daily trading
volume of the Common Stock on the Principal Trading Market for the ten (10) trading days immediately preceding such Expanded Closing
Date. Notwithstanding the foregoing, if the average daily traded value of the Common Stock on the Principal Trading Market for the ten
(10) Trading Days immediately preceding such Expanded Closing Date, excluding the single Trading Day with the highest daily traded value,
exceeds $4,000,000, then the Company may deliver an Advance Notice for an Expanded Closing.”.
This
amendment is a Transaction Document and is limited as written.
As
of the date first written above, each reference in the Purchase Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein,” or words of like import, and each reference in the other Transaction Documents
to the Purchase Agreement (including, without limitation, by means of words like “thereunder,” “thereof”
and words of like import), shall refer to the Purchase Agreement as modified thereby, and the provisions in this amendment amending the
Purchase Agreement shall be read together and construed as a single agreement with the Purchase Agreement. The execution, delivery and
effectiveness of this amendment shall not, except as expressly provided herein, (A) waive or modify any Default or Event of Default (whether
or not existing on the date hereof), right, power or remedy under, or any other provision of, any Transaction Document (in each case,
other than any failure to comply with any provision of a Transaction Document amended hereby that would not have been a failure if such
Transaction Document had been amended as provided herein prior to the date hereof) or (B) commit or otherwise obligate the Holder or
the Collateral Agent to enter into or consider entering into any other consent, waiver or modification of any Transaction Document or
make any further purchases or other advances pursuant to any Transaction Documents.
Each
Company Party hereby agrees that it continues to guaranty, jointly and severally, absolutely, unconditionally and irrevocably, pursuant
to the Guaranty, as primary obligor and not merely as surety, the full and punctual payment when due of the Obligations of any other
Company Party owing under the Transaction Document as modified hereby (subject to the limitations set forth in the Guaranty) and that
the terms hereof shall not affect in any way its obligations and liabilities, as expressly modified hereby, under the Transaction Documents.
Each Company Party hereby reaffirms (a) all of its obligations and liabilities under the Transaction Documents as modified hereby, and
agrees that such obligations and liabilities shall remain in full force and effect and (b) all Liens granted under the Transaction Documents,
and agrees that such Liens shall continue to secure the Obligations.
In
further consideration for the execution of this amendment by the Holder and without limiting any rights or remedies the Holder or any
of its Related Parties may have, each Company Party hereby releases each of the Holder and each of its Related Parties (each a “Releasee”
and, collectively, the “Releasees”) against any and all claims and from any other Losses of any Company Party or any
Subsidiary thereof, whether or not relating to any Transaction Document, any obligation or liability owing thereunder, any asset of any
Company Party or any of their Subsidiaries or Affiliates, or any legal relationship that exists or may exist between any Releasee and
any Company Party or any Subsidiary of any Company Party. Each Company Party, each for itself and for its Subsidiaries, acknowledges
and agrees that it or its Subsidiaries may discover information later that could have affected materially their willingness to agree
to the release in this paragraph and that neither such possibility, which it took into account when executing this amendment, nor such
discovery, as to which it expressly assumes the risk, shall affect the effectiveness of the release in this paragraph, and waives the
benefit of any legal requirement that may provide otherwise.
As
a Transaction Document, this amendment is subject to various interpretative and miscellaneous sections set forth in the Equity Line SPA
and other Transaction Documents that apply expressly to all Transaction Documents, located principally Article V (Miscellaneous) of
the Equity Line SPA (but also, without limitation, in Section 4.6 (Indemnification of Each Purchaser Party) thereof), including
Section 5.2 (Fees and Expenses) thereof (which provides, without limitation, reimbursement to the Purchaser Parties for fees,
costs and expenses of negotiation, preparation, execution and signing of this amendment or otherwise relating to this amendment or the
transactions contemplated herein) and Sections 5.3(a) (Entire Agreement), 5.3(b) (Amendments), 5.3(c) (Beneficiaries, Successors and
Assigns), 5.3(d) (No Implied Waivers or Notice Rights), 5.3(e) (Counterparts), 5.3(f) (Electronic Signatures), 6.4 (Notices), 5.8 (Severability)
and 5.16 (Interpretation) (containing various interpretative provisions and additional
definitions) thereof. In addition,
without limitation, (a) Section 5.7 (Governing Law; Courts)
thereof provides that this amendment shall be governed by and construed in accordance with the laws of the State of Delaware and
that Proceedings in respect hereto shall be brought exclusively in the state or federal courts sitting
in the City of New York, Borough of Manhattan (subject
to certain exceptions for enforcement Proceedings brought by the Purchaser or any Purchaser Party) and (b) in Section 5.17 (Waiver
of Jury Trial and Certain Other Rights), the parties thereto (which include the parties hereto) thereby irrevocably and unconditionally
waived, to the fullest extent permitted by applicable Regulations, any right that they may have to trial by jury of any claim or cause
of action or in any Proceeding, directly or indirectly based upon or arising out of, under or in connection with, this amendment or the
transactions contemplated therein or related thereto (whether founded in contract, tort or any other theory). The parties hereto
hereby reaffirm all of these and all other provisions of the Transaction Documents applying to the Transaction Documents as applying
to this amendment, all of which are hereby incorporated herein by reference.
[Signature
Pages Follow]
-2-
This
amendment may be executed in counterparts, which may be effectively transmitted by fax or e-mail (in each case return receipt requested
and obtained) and which, together, shall constitute one and the same instrument.
Very truly yours,
ASCENT PARTNERS FUND LLC,
as Holder
By:
/s/ Mikhail Gurevich
Name:
Mikhail Gurevich
Title:
Authorized Signatory
Accepted and Agreed
As of the Date First Written Above:
Our Bond Inc.,
as Company
By:
/s/ Doron Kempel
Name:
Doron Kempel
Title:
Chief Executive Officer
-3-
EX-10.2
EX-10.2
Filename: ex10-2.htm · Sequence: 6
Exhibit
10.2
THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE
SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION
WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS.
THIS
NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), THE CHIEF
FINANCIAL OFFICER OF OUR BOND, INC., A REPRESENTATIVE OF THE COMPANY, WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE,
PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). THE CHIEF
FINANCIAL OFFICER MAY BE REACHED AT (888) 567-6234.
PROMISSORY
NOTE
DUE
SEPTEMBER 1, 2026
Issued
on: May 4, 2026
Principal
Amount: $1,000,000
Purchase
Price: $1,000,000
This
Promissory Note is duly authorized and validly issued on the date set forth above (such date, regardless of any transfers of any
Note and regardless of the number of instruments which may be issued to evidence such Note, being the “Original Issue Date”)
by Our Bond, Inc., a Nevada corporation, (together with its successors and, if permitted, assigns, the “Company”),
designated as its Promissory Note due September 1, 2026 (this “Note”) by and between the Company and Ascent Partners
Fund LLC (together with its successors and registered assigns, the “Holder”), a Delaware limited liability company.
FOR
VALUE RECEIVED, the Company promises to pay to the order of the Holder the principal amount first written above on September 1, 2026
(the “Maturity Date”) in full in cash or on such earlier date as this Note is required or permitted to be repaid as
provided hereunder, in each case together with all accrued but unpaid interest thereon and otherwise to pay interest to the Holder on
the aggregate outstanding principal amount of this Note in accordance with the provisions hereof. Amounts repaid will not be advanced
again.
This
Note is subject to the following additional provisions:
Section
1. REPAYMENT
a)
Maturity Date. The Company shall pay in full the principal amount of this Note, then outstanding, on the Maturity Date.
b)
Mandatory Prepayments. On the business day following the Company consummating any public or private offering or other issuance
of any capital stock of the Company (“Capital Stock”) or any other issuance of any Capital Stock (other than any issuance
of shares of common stock, par value $0.0001, of the Company (the “Common Stock”) to the general public), equity-linked
and variable-priced instruments or of any other securities or Indebtedness, in each case consisting solely of (i) any draw, advance or
other funding under any equity line of credit or (ii) the exercise of warrants for shares of Capital Stock at their stated exercise price
(or such lower amount as may be mutually agreed by the Company and the Holder in writing) (each, a “Subsequent Offering”),
on any date other than the Maturity Date, the Company shall pay to the Holder in cash an amount equal to twenty five percent (25%) of
the net proceeds actually received by the Company from such Subsequent Offering to repay the Obligations under this Note or the Promissory
Note issued by the Company on March 1, 2026, or any combination thereof (a “Mandatory Prepayment Amount”).
c)
The Company shall provide notice to the Holder of the closing of such Subsequent Offering, including the expected net proceeds thereof,
not later than the 10th day preceding the date of consummation of such Subsequent Offering, which notice shall be irrevocable
and constitute an agreement to pay the Mandatory Prepayment Amount on the date of consummation of such Subsequent Offering. In the case
of Subsequent Offerings that occur due to either: (i) the Holder’s exercise of warrants for shares of Capital Stock; or (ii) Closings
under the Securities Purchase Agreement by and between the Holder and the Company dated October 27, 2025, no notice to the Holder under
this Section 1(b) will be required. This Section 1(b) is merely a requirement to redeem this Note and not an authorization to
consummate any Subsequent Offering. For purposes hereof, “Indebtedness” means all obligations for borrowed money,
all obligations evidenced by notes, bonds or similar instruments, all obligations under capital leases or conditional sale or title retention
arrangements, all obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary
course of business), all obligations under guarantees or similar credit support arrangements, and all obligations secured by any lien
on assets, whether or not assumed.
d)
Voluntary Prepayments. So long as no Default or Event of Default exists, at any time upon ten (10) business days’ prior
written notice to the Holder (which notice constitute an irrevocable agreement to pay such amount on the date set forth on such notice)
stating the proposed date and proposed principal amount of such prepayment, the Company may prepay any portion of the principal amount
of this Note, any accrued and unpaid interest, and any other amounts due under this Note. If the Company exercises its right to prepay
the Note, instead of such principal amount, the Company shall pay to the Holder in cash an amount equal to the full Optional Prepayment
Amount for such principal amount prepaid.
“Optional
Prepayment Amount” means, at any time with respect to any principal amount, the sum of (a) one hundred percent (100%) of such
principal amount and all accrued interest hereon outstanding as of such time, unless such percentage is otherwise agreed to by and between
the Company and the Holder, and (b) all other amounts, costs, fees (including all Late Fees), expenses, indemnification and liquidated
and other damages and other amounts due to the Holder in respect of this Note.
e)
Interest. The Company shall pay interest to the Holder on the aggregate then-outstanding principal amount of this Note (and the
then-outstanding principal amount of any other Obligation owing that does not expressly provide for any other rate of interest, which
shall accrue daily at the rate of ten percent (10%) per annum from the date this Note is issued (or in the case of any other Obligation,
from the date such obligation becomes due and payable) through the date such principal amount or other Obligation is paid in full. Accrued
and unpaid interest shall be due and payable on the first day of each calendar month and on the Maturity Date, and as otherwise set forth
herein. Any interest accrued and unpaid on any principal amount shall be due and payable upon any repayment of such principal amount
under this Note. Upon an Event of Default, the interest rate set forth hereunder shall increase as provided in clause (f) below.
This provision shall not affect or limit the Holder’s rights or remedies with respect to any Event of Default.
f)
Default Rate. Immediately on the occurrence, and at all times during the continuance, of any Event of Default, without need for
notice or demand all of which are waived, interest on this Note shall, in whole, automatically and without the need for any notice, demand
or any other action by the Holder all of which are hereby waived, accrue and be owed daily at an increased interest rate equal to the
lower of twenty-four percent (24%) per annum or the maximum rate permitted under applicable regulations (the “Default Rate”).
If an Event of Default (after giving effect to notice periods and grace periods) occurs, the Default Rate shall become effective as of
the date the Default that because such Event of Default first occurred, without consideration for any notice provision or grace period.
g)
Late Fee. The Company shall pay a late fee (each a “Late Fee”) on any Obligation that is not paid when due,
in an amount equal to ten percent (10%) of such payment, to the person owed such Obligation. This Late Fee shall be due and payable immediately
upon such failure. It is intended to cover the inconvenience and additional internal, administrative and other fees, costs and expenses
involved in processing delinquent payments and is not to be construed to cover or be applied against any indemnity or any out-of-pocket
fees, costs or expenses incurred in any action to collect any Obligation or to foreclose any lien securing the same. This provision shall
not affect or limit the Holder’s rights or remedies with respect to any Event of Default. This obligation to pay a Late Fee is
a separate obligation and, once it has arisen hereunder, a failure to pay such Late Fee will not be cured implicitly by any waiver of
any Event of Default or similar event that may have caused the payment that gave rise to such Late Fee.
2
h)
Calculations and Payment Provisions. All payments made to the Holder, shall be made in cash, which shall mean in immediately available
dollars and without set off or counterclaim. Interest and fees owing to any of them shall be calculated on the basis of a 360-day year
consisting of twelve thirty (30)-day periods, for the actual number of days occurring, in whole or in part, in the applicable period.
The Holder shall have the option to refuse or accept, in their sole discretion, any payment to the Holder attempted to be made without
a required notice, without a required Optional Prepayment Amount or a required fee. The Holder may, in its sole discretion, apply or
recharacterize any payment made under hereunder to the payment of any outstanding Obligation, regardless of the intended characterization
thereof by the Company, or any subsidiary of the Company (“Company Party”), including by recharacterizing a payment
of principal as a payment of an Optional Prepayment Amount or a required fee, even if this characterization results in a smaller payment
of principal. The Company hereby irrevocably waives the right to direct the application of any payment (or, after any Event of Default)
to any Obligation. Whenever any payment hereunder shall be stated to be due on a day other than a business day, such payment shall be
due on the next succeeding business day, including for purposes of the calculation of interest and fees. Any payment of any Obligation
to the Holder received after 3 p.m. on any day shall be deemed received (i) on the next business day, in the case of any such payment
and (ii) on the next trading day, in the case of any such delivery. Each determination by the Holder of an amount of interest or fee
due hereunder shall be conclusive and binding for all purposes, absent manifest error.
Section
2. Registration of Transfers and Exchanges
a)
Different Denominations. This Note is exchangeable for new notes of different denominations having, in the aggregate, the same
principal amount and otherwise the same terms, as may be requested by the Holder surrendering the same. No service charge or other amount
will be payable for such registration of transfer or exchange.
b)
Investment Representations. This Note has been issued subject to certain investment representations of the original Holder and
may be transferred or exchanged only in compliance with applicable federal and state securities regulations.
c)
Reliance on Note Register. The Company shall maintain in its records a list of the Holders and of registration and transfers of
the Note (the “Note Register”). The initial Holder is listed herein. Any Holder may later notify in writing the Company
of an assignment or transfer and the Company shall notify such transfer in the Note Register. Failure by the Company to duly notify such
transfer in the Note Register shall not affect the validity of such assignment or transfer. Nevertheless, if the Company has not received
notice of any transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered
as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue.
Upon request by the Holder, the Company shall immediately execute and deliver to such Holder replacement Note or Notes, which may involve
executing multiple Notes with split amounts to reflect partial assignments. Promptly upon receipt of such replacement Note or Notes,
such Holder shall deliver the original Note back to the Company or, if the original Note is lost or stolen, provide an affidavit to the
Company to that effect.
Section
3. Events of Default
a)
“Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and
whether such event shall be voluntary or involuntary or effected by Regulation or pursuant to any judgment, decree or order of any court,
or any order, rule or Regulation of any Governmental Authority):
i.
any default in the payment of (A) the principal amount of this Note when due or (B) any interest, fees, liquidated damages or any other
Obligation owing to the Holder, within (5) business days after such principal, interest, fee, liquidated damage or other Obligation shall
become due and payable, whether on the Maturity Date or otherwise;
ii.
any Company Party shall fail for any reason to comply with Section 1(b) or Section 1(g) of this Note or any other Section
of this Note that provides for an action after a notice period or that provides a specific period of time for the Company Parties to
comply with;
3
iii.
any representation or warranty made by any Company Party in this Note, any other Obligation pursuant to a contract of the Company with,
or any other report, financial statement, document, written statement or certificate made or delivered to, the Holder shall be untrue
or incorrect in any material respect as of the date when made or deemed made;
iv.
any Company Party shall provide at any time notice to the Holder, including by way of public announcement, of such Company Party’s
intention to not honor any provision of this Note;
v.
any Company Party shall fail to observe or perform any other covenant, provision, or agreement contained in this Note which failure is
not cured, if possible to cure, within the earlier to occur of (A) five (5) trading days after notice of such failure sent by the Holder
to the Company and (B) ten (10) trading days after any Company Party has become or should have become aware of such failure;
vi.
(A) a breach, default or event of default (without regard for any cure period therefor provided therein) shall have occurred under any
Indebtedness of any Company Party or any Subsidiary of any Company Party having (individually or in the aggregate for all such Indebtedness)
an aggregate maximum principal amount or commitment greater than One Hundred and Fifty Thousand dollars ($150,000), or (B) any such Indebtedness
shall become or be declared due and payable prior to the date on which it would otherwise become due and payable;
vii.
a breach, default or event of default (without regard to any grace or cure period provided in the applicable agreement, document or instrument
or any subsequent waiver or other modification thereto) shall have occurred under any other Obligation pursuant to a contract of the
Company to which any Company Party or any Subsidiary of any Company Party is obligated that, if determined adversely to any Company Party
or any Subsidiary of any Company Party, could reasonably be expected to result in any injunction affecting any Company Party or any Subsidiary
of any Company Party or any loss to the Company Parties and their Subsidiaries in excess of One Hundred and Fifty Thousand dollars ($150,000);
viii.
any monetary judgment, writ or similar final process shall be entered or filed against any Company Party, any Subsidiary of any Company
Party or any of their assets for an injunction or for monetary damages of more than One Hundred and Fifty Thousand dollars ($150,000),
and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of forty-five (45) calendar
days;
ix.
the occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any asset of any Company Party or
any Subsidiary of any Company Party having an aggregate fair value or repair cost (as the case may be) in excess of One Hundred and Fifty
Thousand dollars ($150,000) individually or in the aggregate, and any such levy, seizure or attachment shall not be set aside, bonded
or discharged within thirty (30) days after the date thereof;
x.
(A) any Company Party or any Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) of any Company Party shall commence
a case or other judicial, administrative, regulatory or arbitral action or proceeding (“Proceeding”) under any bankruptcy,
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding up, reorganization, arrangement,
adjustment, protection, relief or composition of debts or liquidation or similar Regulation of any jurisdiction relating to the Company
or any such Subsidiary or any Proceeding seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee,
liquidator or other similar official for it or for any of its assets, (B) any such case or other Proceeding shall be commenced against
any Company Party or any such Subsidiary by any other person and such case or other Proceeding is not dismissed within forty-five (45)
days after commencement, (C) any Company Party or any such Subsidiary shall be adjudicated insolvent or bankrupt or any order of relief
or other order approving any such case or other Proceeding is entered, (D) any Company Party or any such Subsidiary shall generally not
pay its debts as such debts become due, shall admit in writing its inability to pay its debts as they mature or shall make a general
assignment for the benefit of creditors, (E) any Company Party or any such Subsidiary thereof shall call a meeting of its creditors with
a view to arranging a composition, adjustment or restructuring of its debts or (F) any Company Party or any such Subsidiary, by any act
or failure to act, shall expressly indicate its consent to, approval of or acquiescence in any of the foregoing or takes any corporate
or other action (including convening a meeting of the board) to authorize or otherwise for the purpose of effecting any of the foregoing;
4
xi.
the occurrence of any Change of Control;
“Change
of Control” means the occurrence of any of the following: (1) any person or group of persons (within the meaning of the Exchange
Act) shall have acquired legal or beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Exchange Act) of (x) 50%
prior to any initial public offering of the Common Stock and (y) 20% thereafter or more of the issued and outstanding voting stock of
any Company Party (whether on an as converted or fully diluted basis), other than by acquiring such Common Stock directly in an offering
made to the general public, (2) during any period of twelve consecutive calendar months, individuals who, at the beginning of such period,
constituted the board of directors of the Company (together with any new directors whose election by the board of directors of the Company
or whose nomination for election by the stockholders of the Company was approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of such period or whose elections or nomination for election was previously
so approved) cease for any reason other than death or disability to constitute a majority of the directors then in office or (3) the
Company shall cease to own and control all of the economic and voting rights associated with all of the outstanding Capital Stock of
the other Company Parties.
xii.
(A) the Common Stock shall become “penny stock” as defined in regulations for purposes of 3(a)(51) of the Exchange Act, (B)
there shall be no securities exchange, automated quotation system, or inter-dealer quotation system on which the Common Stock is listed
or quoted for trading, including without limitation the New York Stock Exchange, NYSE American, Nasdaq Capital Market, Nasdaq Global
Market, Nasdaq Global Select Market, OTCQX, OTCQB or any successor markets thereto (“Trading Market”) for the Common
Stock and the Common Stock shall not be eligible for listing or quotation for trading thereon and shall not be eligible to resume listing
or quotation for trading thereon within five (5) trading days or (C) the transfer of shares of Common Stock through the Depository Trust
Company System shall become no longer available or shall be “chilled”; or
xiii.
the Company shall not meet the current public information requirements under Rule 144, and such failure is not cured, if it is possible
to cure it, within two (2) trading days after the expiration of the applicable grace period permitted under Rule 12b-25 of the Exchange
Act; unless the Company files a Form 12b-25 for the relevant report required to meet the current public information requirements
under Rule 144.
The
clauses in the definition of “Event of Default” above operate independently, so that any action or event that falls
within any such clause shall constitute an Event of Default regardless of, whether because of a grace period or threshold or otherwise,
it falls outside the language of any other clause.
“Default”
means any event which, with the passing of time or the giving of notice or both, would become an Event of Default.
b)
Remedies Upon Event of Default. If any Event of Default occurs, then the outstanding principal amount of this Note and all other
Obligations shall become, at the Holder’s election in its sole discretion, in whole or in part (or, in the case of and Event of
Default described in Section 3(a)(x)(A) through (C), in whole, automatically and without the need for any notice, demand or any
other action by the Holder all of which are hereby waived), immediately due and payable, in cash. In connection with such acceleration
described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any
kind (other than the Holder’s election to declare such acceleration), 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 regulations.
Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights
as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 3(b). No such rescission
or annulment shall affect any subsequent Default or Event of Default or impair any right consequent thereon.
5
“Obligations”
means all amounts, indebtedness, obligations, liabilities, covenants and duties of every type and description owing by any Company Party
from time to time to the Holder under this Note, whether direct or indirect, joint or several, absolute or contingent, due or to become
due, liquidated or unliquidated, secured or unsecured, now existing or hereafter arising and however acquired (regardless of whether
acquired by assignment), whether or not evidenced by any note or other instrument or for the payment of money, including, without duplication,
(i) the principal amount of the Note owing by the Company or any other Company Party (including any Mandatory Prepayment Amount and any
Optional Prepayment Amount owing hereunder), (ii) all other amounts, fees (including all Late Fees), interest (including the interest
accruing at the Default Rate), liquidated damages, commissions, charges, costs, expenses, attorneys’ fees and disbursements, indemnities,
reimbursement of amounts paid and other sums chargeable to any Company Party hereunder and (iii) all interest on any item otherwise qualifying
as “Obligation” hereunder, whether or not accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or similar proceeding, whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding.
Section
4. Miscellaneous
a)
Condition to Funding. As a condition precedent to the obligation of the Holder to fund the Purchase Price, the Company shall have
(1) filed with the Securities and Exchange Commission a Current Report on Form 8-K disclosing the issuance of this Note and the transactions
contemplated hereby (the “Form 8-K”), and such Form 8-K shall be publicly available no later than 6:00 a.m. Eastern
time on May 4, 2026, and (2) announced the issuance of this Note and the transaction contemplated hereby on a press release (the “Press
Release”), and such Press Release shall be issued by the Company no later than 9:00 p.m. Eastern time on May 4, 2026. No funds
shall be required to be wired by the Holder unless and until such Form 8-K has been filed and Press Release has been announced in accordance
hereof.
b)
Notices. notices, requests, demands and other communications to be given under this Note shall be in writing (including email)
and shall be delivered to the Company and the Holder at the physical address or email address set forth in the signature pages hereto,
or at such other physical address or email address as such party may designate by written notice in accordance with this Section. Any
such notice, request or other communication shall be effective (i) if sent by U.S. mail, three (3) business days after being deposited
in the mail with first-class postage prepaid, (ii) if sent by a nationally recognized overnight courier, upon delivery with written acknowledgment
of receipt, (iii) if delivered personally, upon delivery with written acknowledgment of receipt, or (iv) if sent by email, upon transmission
and receipt by the sender of a return receipt or a reply email evidencing receipt; provided, that if the Common Stock is listed on a
Trading Market and such email is sent after the last trading hour of the Principal Trading Market on a trading day, such email shall
be deemed delivered at the opening of trading on the next trading day. Any notice required to be given “promptly” or “immediately”
shall be given by email. Any notice not given in accordance with this Section shall nevertheless be effective on the date actually received
by the party to whom it is required to be given.
c)
Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this
Note, without set off or counterclaim, at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct
debt obligation of the Company. This Note ranks at least pari passu with all Indebtedness and other Obligations of the Company,
and is not subordinated to any such Indebtedness or other obligation.
d)
Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in
exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed
Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of
such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.
6
e)
Governing Law; Courts. This Note, and all claims, disputes, Proceedings and matters related hereto or arising hereunder or
arising from or relating to the relationship among any of the parties hereto, are governed by, and shall be construed, interpreted and
enforced exclusively in accordance with, the laws of the State of Delaware (without giving effect to the conflict of laws provisions
thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those
of the State of Delaware). Any such Proceeding shall be brought exclusively in the Delaware state courts sitting in Wilmington, DE or
the federal courts of the United States of America for the District of Delaware sitting in Wilmington, DE; provided, that the Holder
may bring Proceedings in other jurisdictions to enforce this Note. The parties hereto have accepted such jurisdiction and waived
venue and other objections and have agreed to the means for service of process in such Section 6.6.
f)
Characterizations. The Company covenants to the Holder that there shall be no characterization concerning this instrument other
than as expressly provided herein. Amounts set forth or provided for herein with respect to payments and the like (and the computation
thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other
obligation of the Company (or the performance thereof).
g)
Payments on Next Business Day. Whenever any payment Obligation shall be due on a day other than a business day, such payment shall
be due instead on the next succeeding business day.
h)
Payment of Collection, Enforcement and Other Costs. In addition to, and not in substitution for and not to limit (but without
duplication), any other right to reimbursement under this Note, (i) this Note is placed in the hands of an attorney for collection or
enforcement or is collected or enforced through any Proceeding or the Holder otherwise takes action to collect amounts due under this
Note or to enforce the provisions of this Note or (ii) there occurs any bankruptcy, reorganization, receivership of the Company or other
Proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay all out-of-pocket
costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership
or other Proceeding, including, but not limited to, attorneys’ fees and disbursements.
i)
[Reserved].
j)
[Reserved].
k)
[Reserved].
l)
Beneficiaries; Successors and Assigns. This Note shall be binding upon the successors and assigns of the Company and shall inure
solely to the benefit of the Holder, each Company Party, and each of their respective successors and, if permitted, assigns; provided,
that no Company Party may assign any part of this Note, or any right, obligation, benefit, title or interest hereunder.
m)
Counterparts. This Note may be executed in any number of counterparts, which may be signed and transmitted electronically.
n)
Severability. Any provision of this Note being held illegal, invalid or unenforceable in any jurisdiction shall not affect any
part of such provision not held illegal, invalid or unenforceable, any other provision of this Note or any part of such provision in
any other jurisdiction, so long as the economic or legal substance of the transaction contemplated hereby is not affected in any manner
adverse to any party.
o)
Waiver of Jury Trial. Each party hereto has irrevocably and unconditionally waived, to the fullest extent permitted by applicable
regulations, trial by jury of any claim or cause of action or in any Proceeding, directly or indirectly with respect to, or directly
or indirectly based upon or arising out of, under or in connection with this Note or the transactions contemplated therein or related
thereto (whether founded in contract, tort or any other theory). Each party hereto (A) certifies that no other party and no Affiliate
of any of them and no attorney, agent or other representative of any of the foregoing has represented, expressly or otherwise, that any
person would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the other parties
hereto have been induced to enter into this Note by, among other things, the mutual waivers and certifications in this Section 4(o).
“Affiliate” means, with respect to any specified person, any other person that directly or indirectly controls, is
controlled by, or is under common control with such specified person.
[Signature
Pages Follow]
7
In
witness whereof, each of the undersigned has duly
executed this Note as of the date first written above.
Our
Bond, Inc.
By:
/s/ Doron
Kempel
Name:
Doron
Kempel
Title:
Chief
Executive Officer
Accepted
and Agreed
as of the date first written above:
ASCENT
PARTNERS FUND LLC
By:
/s/ Mikhail Gurevich
Name:
Mikhail
Gurevich
Title:
Authorized
Signatory
8
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v3.26.1
Cover
May 03, 2026
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Current Fiscal Year End Date
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Our
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Entity Tax Identification Number
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Entity Incorporation, State or Country Code
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Entity Address, Address Line One
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