Form 8-K
8-K — Eva Live Inc
Accession: 0001493152-26-034404
Filed: 2026-07-23
Period: 2026-07-21
CIK: 0001983736
SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Unregistered Sales of Equity Securities
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-4.1 (ex4-1.htm)
EX-5.1 (ex5-1.htm)
EX-10.1 (ex10-1.htm)
EX-10.2 (ex10-2.htm)
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8-K (Primary)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): July 21, 2026
EVA
LIVE INC.
(Exact
name of registrant as specified in its charter)
Nevada
001-43076
88-2864075
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS.
Employer
Identification
No.)
The
Plaza, 1800 Century Park East, Suite 600
Los
Angeles, CA 90067
(Address
of principal executive offices, including zip code)
(310)
229-5981
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since the last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act: None
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
common
stock, par value $0.0001
GOAI
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by a 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
July 21, 2026, Eva Live Inc (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with Streeterville Capital, LLC, an accredited investor (the “Investor”). Pursuant to the Purchase Agreement, the Company
agreed to sell, and the Investor agreed to purchase, a secured convertible note of the Company, in the aggregate original principal amount
of $2,160,000 (the “Initial Note”), which is convertible into common stock of the Company. Pursuant to the Purchase Agreement
the Investor shall also have the right, for a period of 24 months after the Closing, to purchase one additional note with a principal
amount of $1,250,000.00 (the “Additional Note”). The transactions contemplated under the Purchase Agreement will close upon
satisfaction of the closing conditions including the filing of a Rule 424(b) prospectus supplement to the Company’s shelf registration
statement on Form S-3 registering the Conversion Shares, as defined in the Initial Note, that may be issued to the Investor upon conversion
of the Initial Note (“Closing”). Upon Closing, the Company will issue the Initial Note and receive gross proceeds of $2.0
million. The Company intends to use the net proceeds from the sale of the Initial Note for working capital requirements, general corporate
purposes, and the advancement of business objectives.
The
Initial Note
The
Initial Note will be issued at an original issue discount of eight percent (8%). The Initial Note bears interest at a rate of eight percent
(8%) per annum and will mature 24 months after the Closing. The Additional Note, if issued, will be issued with the same terms, provisions,
economics and collateral as the Initial Note.
The
Initial Note is convertible at the option of the Investor into common shares of the Company at a conversion rate equal to the Outstanding
Balance, as defined in the Initial Note, being converted divided by the Conversion Price, as defined in the Initial Note. The Conversion
Price is equal to 87% of the lowest daily VWAP for the ten (10) Trading Day period immediately preceding the applicable measurement date;
provided, however, that in no event will the Conversion Price be lower than the Floor Price, as defined in the Initial Note, which
is $0.472.
The
Company shall have the right to prepay the Outstanding Balance after providing 10 Trading Days’ prior written notice to the Investor.
If the Company exercises its right to prepay the Initial Note, the Company shall make payment to the Investor of an amount in cash equal
to 110% multiplied by the portion of the Outstanding Balance the Company elects to prepay.
Pursuant
to the Initial Note, in the event the Nasdaq Official Closing Price of the Company’s common shares is below the Floor Price for
ten (10) consecutive Trading Days, the Investor shall then have the right, exercisable at any time in its sole and absolute discretion,
to redeem up to the Maximum Monthly Redemption Amount, as defined in the Initial Note, per calendar month.
At
any time following the occurrence of a Major Trigger Event or Minor Trigger Event, each as defined in the Initial Note, the Investor
may, upon prior written notice to the Company, increase the Outstanding Balance of the Initial Note by 10% for each occurrence of any
Major Trigger Event and 5% for each occurrence of any Minor Trigger Event (the “Trigger Effect”), provided that the Trigger
Effect may only be applied three times with respect to Major Trigger Events and three times with respect to Minor Trigger Events and
the Trigger Effect does not apply to any Trigger Event pursuant to Section 4.1(j) of the Initial Note.
If
the Company fails to cure a Trigger Event, as defined in the Initial Note, within five trading days following the date of a written demand
notice by the Investor, the Trigger Event will automatically become an Event of Default, as defined in the initial Note. In Event of
Default has occurred, the Investor may accelerate the Initial Note by written notice to Borrower, with the Outstanding Balance becoming
immediately due and payable in cash at the Mandatory Default Amount, as defined in the Initial Note, and interest shall accrue on the
Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to fifteen percent (15%)
per annum.
This
initial Note is secured by the collateral set forth in the Security Agreement.
The
Security Agreement
In
connection with the Purchase Agreement and the Initial Note, at Closing the Company and the Investor will also enter into a security
agreement (the “Security Agreement”). Pursuant to the Security Agreement, the Company agreed to grant a security interest
in the Collateral, as defined in the Security Agreement. Such Collateral includes, among other assets, all equity interests in all wholly
or partially owned subsidiaries of the Company, all customer accounts, rights under insurance contracts, and rights relating to clients
underlying such insurance contracts, all goods and equipment now owned or hereafter acquired by the Company, etc.
The
foregoing does not purport to be a complete description of each of the Purchase Agreement, the Initial Note and the Security Agreement,
and is qualified in its entirety by reference to the full text of each of such document, which are filed as Exhibits 10.1, 4.1, and 10.2,
respectively, to this Form 8-K and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant
The
description of the Initial Note issued by the Company described in Item 1.01 is incorporated herein.
Item
3.02 Unregistered Sales of Equity Securities.
The
description of the Initial Note and the Additional Note issued or to be issued by the Company described in Item 1.01 is incorporated
herein.
Item
8.01 Other Events.
The
issuance of the shares of Conversion Shares, as defined in the Initial Note, was registered pursuant to the Company’s shelf registration
statement on Form S-3 (File No. 333-294416), which was filed with the Securities and Exchange Commission (the “Commission”)
on March 18, 2026, and declared effective on March 24, 2026, and a prospectus supplement to the base prospectus forming a part of such
registration statement, which was filed by the Company with the Commission on July 23, 2026.
ITEM
9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
Exhibit
No.
Description
4.1
Form of Initial Note
5.1
Opinion of Sichenzia Ross Ference Carmel LLP
10.1
Securities
Purchase Agreement, dated July 21, 2026
10.2
Form of Security Agreement
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
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.
EVA
LIVE INC.
July
23, 2026
By:
/s/
David Boulette
Date
David
Boulette
President
and CEO
EX-4.1
EX-4.1
Filename: ex4-1.htm · Sequence: 2
Exhibit
4.1
SECURED
CONVERTIBLE PROMISSORY NOTE
July 23,
2026
U.S. $2,160,000.00
FOR
VALUE RECEIVED, Eva Live Inc., a Nevada corporation (“Borrower”), promises
to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors
or assigns (“Lender”), $2,160,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date
that is twenty-four (24) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set
forth herein. This Secured Convertible Promissory Note (this “Note”) is issued and made effective as of July 23,
2026 (the “Effective Date”). This Note is issued pursuant to that certain Securities Purchase Agreement dated July
21, 2026, by and between Borrower and Lender (the “Purchase Agreement”). Certain capitalized terms used herein
are defined in Attachment 1 attached hereto and incorporated herein by this reference.
This
Note carries an original issue discount of $160,000.00 (the “OID”). In addition, Borrower agrees to pay $8,500.00
to Lender to cover Lender’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection
with the purchase and sale of this Note (the “Transaction Expense Amount”). The OID is included in the initial principal
balance of this Note and is deemed to be fully earned and non-refundable as of the Purchase Price Date. The purchase price for this Note
shall be $2,000,000.00 (the “Purchase Price”), computed as follows: $2,160,000.00 original principal balance, less
the OID. The Transaction Expense Amount will be deducted from the funding of the Purchase Price.
1.
Note Terms.
1.1.
Payment. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined
below), as provided for herein, and delivered to Lender at the address or bank account furnished by Lender to Borrower for that purpose.
All payments shall be applied first to (a) Lender’s reasonable costs of collection, if any, then to (b) fees and charges hereunder,
if any, then to (c) accrued and unpaid interest hereunder, and thereafter, to (d) principal hereunder.
1.2.
Prepayment. With ten (10) Trading Days’ prior written notice Borrower may prepay all or any portion of the Outstanding Balance
(less such portion of the Outstanding Balance for which Borrower has received a Conversion Notice (as defined below) from Lender where
the applicable Conversion Shares have not yet been delivered). For the avoidance of doubt, during the ten (10) Trading Day prepayment
notice period Lender shall retain the right to submit Conversion Notices, if applicable. If Borrower exercises its right to prepay this
Note, Borrower shall make payment to Lender of an amount in cash equal to 110% multiplied by the portion of the Outstanding Balance Borrower
elects to prepay. Borrower will lose the right to prepay this Note if: (a) an Event of Default (as defined below) occurs hereunder until
such Event of Default is cured; or (b) Borrower elects to prepay this Note and fails to do so on the date set forth in the prepayment
notice sent to Lender, unless Borrower notifies the Investor in writing at least one (1) Trading Day before such date that it has elected
to rescind the prepayment notice.
1.3.
Interest. Interest will accrue on the Outstanding Balance at the rate of eight percent (8%) per annum beginning on the Effective
Date and continuing until this Note has been paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day
year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this
Note.
1.4.
Redemptions. In the event the Nasdaq Official Closing Price of the Common Shares is below the Floor Price for ten (10) consecutive
Trading Days (the date of such occurrence, the “Redemption Start Date”), Lender shall then have the right, exercisable
at any time in its sole and absolute discretion, to redeem up to the Maximum Monthly Redemption Amount (such amount, the “Redemption
Amount”) per calendar month by providing written notice to Borrower (each, a “Redemption Notice”). For the
avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month. Upon receipt of a Redemption
Notice, Borrower shall pay the applicable Redemption Amount to Lender in cash within two (2) Trading Days.
2.
Security. This Note is secured by the collateral set forth in the Security Agreement (as defined in the Purchase Agreement).
3.
Conversions; Exchange Cap.
3.1.
Conversions. Lender has the right at any time beginning on the Purchase Price Date until the Outstanding Balance has been paid
in full, at its election, to convert (each instance of conversion is referred to herein as a “Conversion”) all or
any portion of the Outstanding Balance into fully paid and non-assessable Common Shares (“Conversion Shares”) as per
the following conversion formula: the number of Conversion Shares equals the amount of the Outstanding Balance being converted (the “Conversion
Amount”) divided by the Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a “Conversion
Notice”) may be effectively delivered to Borrower by any method set forth in the “Notices” section of the Purchase
Agreement, and all Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Conversion Shares
from any Conversion to Lender in accordance with Section 8 below.
3.2.
Exchange Cap. In the event Lender delivers a Conversion Notice to Borrower and Borrower cannot issue the applicable Conversion
Shares to Lender without exceeding the Exchange Cap (as defined in the Purchase Agreement), then Borrower shall instead pay the applicable
Conversion Amount in cash within two (2) Trading Days of delivery of the Conversion Notice.
4.
Trigger Events; Defaults; and Remedies.
4.1.
Trigger Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails
to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other similar
official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20)
days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay, or admits
in writing its inability to pay, its debts as they become due; (d) Borrower makes a general assignment for the benefit of creditors;
(e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy
proceeding is commenced or filed against Borrower; (g) Borrower fails to timely establish and maintain the Share Reserve (as defined
in the Purchase Agreement); (h) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; (i)
the occurrence of a Fundamental Transaction without Lender’s prior written consent; (j) Borrower fails to deliver any Conversion
Shares in accordance with the terms hereof for any reason; (k) Borrower or any pledgor, trustor, or guarantor of this Note defaults or
otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor
contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth
in this Section 4.1 and Section 4 or Section 10 of the Purchase Agreement, and such failure remains uncured for four (4) Trading Days
after written notice from Lender; (l) any representation, warranty or other statement made or furnished by or on behalf of Borrower or
any pledgor, trustor, or guarantor of this Note to Lender herein, in any Transaction Document, or otherwise in connection with the issuance
of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (m) Borrower effectuates a
reverse split, ratio change or other similar event with respect to its Common Shares without ten (10) Trading Days prior written notice
to Lender; (n) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any
of its property or other assets for more than $500,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20)
calendar days unless otherwise consented to by Lender; (o) Borrower fails to be DWAC Eligible; or (p) Borrower, any subsidiary of Borrower,
or any pledgor, trustor, or guarantor of this Note breaches any covenant or other term or condition contained in any Other Agreements,
and such failure remains uncured for four (4) Trading Days after written notice from Lender.
2
4.2.
Trigger Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the Outstanding
Balance by applying the Trigger Effect (subject to the limitation set forth below).
4.3.
Defaults. At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower
demanding that Borrower cure the Trigger Event within five (5) Trading Days. If Borrower fails to cure the Trigger Event within the required
five (5) Trading Day cure period, the Trigger Event will automatically become an event of default hereunder (each, an “Event
of Default”).
4.4.
Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this
Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default
Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (b) – (f) of Section 4.1,
an Event of Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event
shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required
by Lender for the Trigger Event to become an Event of Default. At any time following the occurrence of any Event of Default, upon written
notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default
occurred at an interest rate equal to fifteen percent (15%) per annum (“Default Interest”). For the avoidance of doubt,
Lender may continue making Conversions at any time following a Trigger Event or Event of Default until such time as the Outstanding Balance
is paid in full. In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment,
demand, protest or other notice of any kind, and Lender 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 acceleration may be rescinded
and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time,
if any, as Lender receives full payment of this Note. No such rescission or annulment shall affect any subsequent Trigger Event or Event
of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available
to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower’s
failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to the terms hereof.
5.
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable
obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now
has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein
in accordance with the terms of this Note.
6.
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting
the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent
to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit
a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.
3
7.
Rights Upon Issuance of Securities. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date
subdivides (by any stock split, stock dividend, recapitalization, or otherwise) one or more classes of its outstanding Common Shares
into a greater number of Common Shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately
reduced. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date combines (by combination, reverse
stock split, or otherwise) one or more classes of its outstanding Common Shares into a smaller number of Common Shares, the Conversion
Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7 shall
become effective immediately after the effective date of such subdivision or combination.
8.
Method of Conversion Share Delivery. On or before the close of business on the second (2nd) Trading Day following the
date of delivery of a Conversion Notice (the “Delivery Date”), Borrower shall deliver or cause its transfer agent
to issue and deliver the applicable Conversion Shares electronically via DWAC to the account designated by Lender in the applicable Conversion
Notice. If Borrower is not DWAC Eligible or such Conversion Shares are not eligible for delivery via DWAC, it shall issue the applicable
Conversion Shares to Lender in book entry form. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction
Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares without a restrictive securities legend
to Lender on grounds that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”),
Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender with a restricted securities
legend, but otherwise in accordance with the provisions of this Section 8. In conjunction therewith, Borrower will also deliver to Lender
a written explanation from its counsel or its transfer agent’s counsel opining as to why the issuance of the applicable Conversion
Shares violates Rule 144.
9.
Conversion Delays. If Borrower fails to deliver Conversion Shares by the applicable Delivery Date, Lender may at any time prior
to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a corresponding increase to the Outstanding
Balance (any returned amount will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).
In addition, for each Conversion, in the event that Conversion Shares are not delivered by the Delivery Date, a late fee equal to 1%
of the applicable Conversion Share Value rounded to the nearest multiple of $100.00 but with a floor of $500.00 per day (but in any event
the cumulative amount of such late fees for each Conversion shall not exceed 100% of the applicable Conversion Share Value) will be assessed
for each day after the Delivery Date until Conversion Share delivery is made; and such late fees will be added to the Outstanding Balance
(such fees, the “Conversion Delay Late Fees”).
10.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower
shall not effect any Conversion of this Note to the extent that after giving effect to such Conversion would cause Lender (together with
its affiliates) to beneficially own a number of Common Shares exceeding 4.99% of the number of Common Shares outstanding on such date
(including for such purpose the Common Shares issuable upon such issuance) (the “Maximum Percentage”). For purposes
of this section, beneficial ownership of Common Shares will be determined pursuant to Section 13(d) of the 1934 Act (as defined in the
Purchase Agreement). Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at Lender’s
election following 61-days’ notice of such increase by Lender to Borrower. The foregoing Maximum Percentage is enforceable, unconditional
and non-waivable and shall apply to all affiliates and assigns of Lender.
11.
Opinion of Counsel. If an opinion of counsel is needed for any Conversion under this Note, Lender has the right to have any such
opinion provided by its counsel.
4
12.
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine
the proper venue for any disputes are incorporated herein by this reference.
13.
Arbitration of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions
(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.
14.
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically
be deemed canceled, and shall not be reissued.
15.
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.
16.
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any Conversion Shares
issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower, so long
as such transfer is in accordance with applicable federal and state securities laws.
17.
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given
in accordance with the subsection of the Purchase Agreement titled “Notices.”
18.
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of
this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’
inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender
and Borrower agree that any fees, balance adjustments, Default Interest, Conversion Delay Late Fees or other charges assessed under this
Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and
Borrower’s expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining
the holding period under Rule 144). Therefore, no additional penalty claims, lost profits or liquidated damages shall be claimed in excess
of agreed liquidated damage amounts under this Note.
19.
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the
objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
[Remainder
of page intentionally left blank; signature page follows]
5
IN
WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.
BORROWER:
EVA LIVE INC.
By:
David Boulette, Chief Executive Officer
ACKNOWLEDGED, ACCEPTED AND AGREED:
LENDER:
Streeterville Capital, LLC
By:
John Fife, President
[Signature
Page to Secured Convertible Promissory Note]
ATTACHMENT
1
DEFINITIONS
For
purposes of this Note, the following terms shall have the following meanings:
A1.
“Common Shares” means Borrower’s shares of common stock, par value $0.0001.
A2.
“Conversion Price” means 87% of the lowest daily VWAP for the ten (10) Trading Day period immediately preceding the
applicable measurement date; provided, however, that in no event will the Conversion Price be lower than the Floor Price.
A3.
“Conversion Share Value” means the product of the number of Conversion Shares deliverable pursuant to any Conversion
Notice multiplied by the daily VWAP of the Common Shares on the Delivery Date for such Conversion.
A4.
“DTC” means the Depository Trust Company or any successor thereto.
A5.
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.
A6.
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.
A7.
“DWAC Eligible” means that (a) Borrower’s Common Shares are eligible at DTC for full services pursuant to DTC’s
operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved (without
revocation) by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program;
(d) the Conversion Shares are otherwise eligible for delivery via DWAC; and (e) Borrower’s transfer agent does not have a policy
prohibiting or limiting delivery of the Conversion Shares via DWAC.
A8.
“Floor Price” means twenty percent (20%) of the Nasdaq Official Closing Price on the date of the Purchase Agreement.
A9.
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in
one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving
corporation) any other person or entity, (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties
or assets to any other person or entity, (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than
50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or
persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange
offer), (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock
or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding
shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making
or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement
or other business combination), (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,
reorganize, recapitalize or reclassify the Common Shares or preferred shares, other than an increase in the number of authorized shares
of Borrower’s common stock or preferred stock, (vi) Borrower transfers any material asset to any subsidiary, affiliate, person
or entity under common ownership or control with Borrower, or (vii) Borrower pays or makes any monetary or non-monetary dividend or distribution
to its shareholders; or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and
14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued
and outstanding voting stock of Borrower. For the avoidance of doubt, Borrower or any of its subsidiaries entering into a definitive
agreement that contemplates a Fundamental Transaction will be deemed to be a Fundamental Transaction unless such agreement contains a
closing condition that this Note is repaid in full upon consummation of the transaction.
A10.
“Major Trigger Event” means any Trigger Event occurring under Sections 4.1(a) - 4.1(i).
Attachment 1 to Secured Convertible Promissory Note, Page 1
A11.
“Mandatory Default Amount” means the Outstanding Balance following the application of the Trigger Effect.
A12.
“Maximum Monthly Redemption Amount” means the Outstanding Balance of this Note on the Redemption Start Date divided
by the number of months remaining until the Maturity Date plus accrued interest.
A13.
“Minor Trigger Event” means any Trigger Event that is not a Major Trigger Event.
A14.
“Nasdaq Official Closing Price” means the Nasdaq Official Closing Price of the Common Shares as reported on www.nasdaq.com.
A15.
“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by
Borrower (or a subsidiary), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material
agreement.
A16.
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case
may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, plus accrued but unpaid interest, collection
and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees related
to Conversions, and any other fees or charges (including without limitation Conversion Delay Late Fees) incurred under this Note.
A17.
“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.
A18.
“SEC” means the United States Securities and Exchange Commission.
A19.
“Trading Day” means any day on which the Nasdaq Stock Market (or such other principal market for the Common Shares)
is open for trading.
A20.
“Trigger Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred by
(a) ten percent (10%) for each occurrence of any Major Trigger Event, or (b) five percent (5%) for each occurrence of any Minor Trigger
Event, and then adding the resulting product to the Outstanding Balance as of the date the applicable Trigger Event occurred, with the
sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Trigger Event occurred; provided,
however, that the Trigger Effect may only be applied three (3) times hereunder with respect to Major Trigger Events and three (3)
times hereunder with respect to Minor Trigger Events; and provided further that the Trigger Effect shall not apply to any Trigger Event
pursuant to Section 4.1(j) hereof.
A21.
“VWAP” means the volume weighted average price of the Common Shares on the principal market for a particular Trading
Day or set of Trading Days, as the case may be, as reported by Bloomberg.
[Remainder
of page intentionally left blank]
Attachment 1 to Secured Convertible Promissory Note, Page 2
EXHIBIT
A
CONVERSION
NOTICE
Streeterville
Capital, LLC (“Lender”) hereby gives notice to Eva Live Inc., a Nevada corporation (the “Borrower”),
pursuant to that certain Secured Convertible Promissory Note made by Borrower in favor of Lender on July 23, 2026 (the “Note”),
that Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable Common Shares of Borrower
as of the date of conversion specified below. Said conversion shall be based on the Conversion Price set forth below. In the event of
a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its
sole discretion, Lender may provide a new form of Conversion Notice to conform to the Note. Capitalized terms used in this notice without
definition shall have the meanings given to them in the Note.
A. Date
of Conversion: ____________
B. Conversion
#: ____________
C. Conversion
Amount: ____________
D. Conversion
Price: _______________
E. Conversion
Shares: _______________ (C divided by D)
F. Remaining
Outstanding Balance of Note: ____________*
*
Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined in
the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Conversion Notice and
such Transaction Documents.
Please
transfer the Conversion Shares electronically (via DWAC) to the following account:
Broker:
Address:
DTC#:
Account #:
Account Name:
Lender:
Streeterville Capital, LLC
By:
John Fife, President
EX-5.1
EX-5.1
Filename: ex5-1.htm · Sequence: 3
Exhibit
5.1
July
23, 2026
Eva
Live Inc.
2029
Century Park East, Suite # 400N
Los
Angeles, CA
Re:
Eva Live Inc. –
Registration Statement on Form S-3
Ladies
and Gentlemen:
We
have acted as counsel to Eva Live Inc., a Nevada corporation (the “Company”), in connection with the offer and sale
by the Company of up to 4,576,272 shares (the “Shares”) of its common stock, par value $0.0001 per share, pursuant
to that certain securities purchase agreement, dated as of July 21, 2026 by and between the Company and an accredited investor
(the “Purchase Agreement”), consisting of up to 4,576,272 Shares issuable by the Company upon conversion of
a senior secured convertible note (the “Note”), in an aggregate principal amount of $2,160,000.
The
Shares will be offered and sold pursuant to the prospectus supplement, dated July 23, 2026 (the “Prospectus Supplement”),
supplementing the prospectus (the “Base Prospectus”) that forms part of the Company’s shelf registration statement
on Form S-3, as amended (File No. 333-294416) (the “Registration Statement”). As used in this opinion letter, the
term “Prospectus” means the Prospectus Supplement and the Base Prospectus, including the documents incorporated or deemed
to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act of 1933, as amended (the “Securities
Act”). The Purchase Agreement and the Note are being filed with the Securities and Exchange Commission (the “Commission”)
as Exhibits 10.1, and 4.1 to the Company’s Current Report on Form 8-K, dated July 23, 2026.
We
have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company and
other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes
of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.
Based
upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion
that the Shares have been duly authorized for issuance and, when issued in accordance with the terms and conditions of the Purchase Agreement
and the Note will be validly issued, fully paid and nonassessable.
In
rendering the foregoing opinion, we have assumed that: (i) the Company will issue and deliver the Shares in the manner contemplated by
the Registration Statement, the Prospectus, the Purchase Agreement, and the Note; and (ii) the Shares will be issued in compliance with
applicable federal and state securities laws.
1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036 T (212)
930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
Page 2
The
opinions we express herein are limited to matters involving the Nevada Revised Statutes.
This
opinion has been prepared solely for use in connection with the filing of the Prospectus Supplement on the date of this letter and may
be relied upon for no other purpose without our prior written consent.
We
hereby consent to the filing of this letter with the Commission as an exhibit to the Current Report on Form 8-K to be filed by the Company
in connection with the issuance and sale of the Shares in accordance with the requirements of Item 601(b)(5) of Regulation S−K
under the Securities Act and to the reference to our firm therein and in the Prospectus under the caption “Legal Matters.”
In giving such consent, we do not thereby admit that this firm is within the category of persons whose consent is required under Section
7 of the Securities Act or the rules and regulations of the Commission under such Section.
Very
truly yours,
/s/
Sichenzia Ross Ference Carmel LLP
Sichenzia
Ross Ference Carmel LLP
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 4
Exhibit
10.1
Securities
Purchase Agreement
This
Securities Purchase Agreement (this “Agreement”),
dated as of July 21, 2026, is entered into by and between Eva Live Inc., a Nevada
corporation (“Company”), and Streeterville Capital, LLC, a Utah limited
liability company, its successors and/or assigns (“Investor”).
A.
Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded
by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by
the United States Securities and Exchange Commission (the “SEC”).
B.
Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Secured
Convertible Promissory Note in the original principal amount of $2,160,000.00 in the form attached hereto as Exhibit A (the “Initial
Note”), convertible into shares of common stock, par value $0.0001, of Company (the “Common Shares”), upon
the terms and subject to the limitations and conditions set forth in such Note.
C.
Pursuant to the reinvestment right set forth in Section 8 below, Investor may also purchase an additional Secured Convertible Promissory
Note from Company in the same form and terms as the Initial Note (the “Additional Note”, and together with the Initial
Note, the “Notes”).
D.
This Agreement, the Notes, the Security Agreement (as defined below), and all other certificates, documents, agreements, resolutions
and instruments delivered to any party under or in connection with this Agreement, as the same may be amended from time to time, are
collectively referred to herein as the “Transaction Documents”.
E.
For purposes of this Agreement: “Conversion Shares” means all Common Shares issuable upon conversion of all or any
portion of the Notes; and “Securities” means the Notes and the Conversion Shares.
NOW,
THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Company and Investor hereby agree as follows:
1.
Purchase and Sale of Securities.
1.1.
Purchase of Securities. Subject to the terms and condition set forth herein, Company shall issue and sell to Investor and Investor
shall purchase from Company the Initial Note. In consideration thereof, Investor shall pay on the Closing Date $2,000,000.00 (the “Purchase
Price”) (less the Transaction Expense Amount (as defined below)) to Company via wire transfer of immediately available funds.
1.2.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the
date of the issuance and sale of the Initial Note pursuant to this Agreement (the “Closing Date”) shall be July 23,
2026 or a mutually agreed upon date. The closing of the issuance of the Initial Note (the “Closing”) shall occur on
the Closing Date by means of the exchange of electronic signatures but shall be deemed for all purposes to have occurred at the offices
of Capital Law Partners PLLC in Lehi, Utah.
1.3.
Purchase Price. The Initial Note includes an original issue discount of $160,000.00 (the “OID”). The OID will
be included in the initial principal balance of the Initial Note. In addition, Company agrees to pay $8,500.00 to Investor to cover Investor’s
legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale
of the Securities (the “Transaction Expense Amount”). The Transaction Expense Amount will be deducted from the funding
of the Purchase Price at Closing.
1
1.4.
Collateral for the Notes. The Notes shall be secured by the collateral set forth in the Security Agreement attached hereto as
Exhibit B (the “Security Agreement”).
2.
Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i)
this Agreement has been duly and validly authorized by Investor; (ii) this Agreement constitutes a valid and binding agreement of Investor
enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D of the 1933 Act; (iv) Investor is not registered as a ‘dealer’ under the 1934 Act (as defined below); and
(v) Investor is not affiliated with Unkar Systems (as defined below), and Unkar Systems is an independent accounting firm.
3.
Company’s Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date: (i) Company
is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the
requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified to
do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such
qualification necessary; (iii) Company has registered its Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act;
(iv) the Transaction Documents and the transactions contemplated thereby, have been duly and validly authorized by Company and all necessary
actions have been taken; (v) the Transaction Documents have been duly executed and delivered by Company and constitute the valid and
binding obligations of Company enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction Documents
by Company, the issuance of the Securities in accordance with the terms hereof, and the consummation by Company of the other transactions
contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions
of, or constitute a default under (a) Company’s formation documents, as currently in effect, or other applicable organizational
documents, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which
it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Shares, or (c) any
existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state
or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s
properties or assets; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory
organization, or stock exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the
issuance of the Securities to Investor or the entering into of the Transaction Documents; (viii) none of Company’s filings with
the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required
to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not
misleading; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with
the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report,
schedule, form, statement or other document prior to the expiration of any such extension; (x) there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or
affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality
or any other person; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or current
report or registration statement filed with the SEC under the 1934 Act or under the 1933 Act; (xii) Company is not, nor has it been at
any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule
144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that
will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions contemplated
hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations
and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation
with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in
this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless
each of Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective
affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and reasonable attorneys’ fees)
and expenses suffered in respect of any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, stockholders,
members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers,
directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision
to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant
or promise of Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in
the Transaction Documents; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to
the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue
of the State of Utah, as set forth more specifically in Section 11.2 below, shall be applicable to the Transaction Documents and the
transactions contemplated therein, and Company waives any objection to such jurisdiction or venue; (xvii) Company acknowledges that Investor
is not registered as a ‘dealer’ under the 1934 Act; and (xviii) Company has reviewed and considered due diligence and background
materials on Investor and its affiliates included in the due diligence packet provided by Investor. Company, being aware of the matters
and legal issues described in subsections (xvii) and (xviii) above, acknowledges and agrees that such matters, or any similar matters,
, have no bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information
or legal theory as a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid, modify, reduce,
rescind or void such obligations.
2
4.
Company Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full,
or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so
long as Investor beneficially owns any Note and for at least twenty (20) Trading Days (as defined in the Notes) thereafter, Company will
timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act,
and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as
required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required
to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) when
issued, the Conversion Shares will be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims,
charges and encumbrances; (iii) the Common Shares shall be listed or quoted for trading on NYSE or Nasdaq; (iv) trading in Company’s
Common Shares will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal
trading market; (v) Company will not make any Restricted Issuance (as defined below) without Investor’s prior written consent,
which consent may be granted or withheld in Investor’s sole and absolute discretion; (vi) Company will not enter into any agreement
or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Company: (a)
from entering into a variable rate transaction with Investor or any affiliate of Investor, or (b) from issuing Common Shares, preferred
stock, warrants, convertible notes, other debt securities, or any other Company securities to Investor or any affiliate of Investor;
and (vii) if required pursuant to Section 10 below, Company will file a DEF14C with the SEC to notify its stockholders of the Approval
(as defined below) on the eleventh (11th) day following the filing of the PRE14C for the Approval, or as soon as practicable
thereafter in the event that Company is required to respond to SEC comments, if any, on the PRE14C.
For
purposes hereof, the term “Restricted Issuance” means the issuance, incurrence or guaranty of any debt obligations
(including any merchant cash advance, account receivable factoring or other similar agreement), other than trade payables in the ordinary
course of business, or the issuance of any securities that (1) have or may have conversion rights of any kind, contingent, conditional
or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the
Common Shares; (2) are or may become convertible into Common Shares (including without limitation convertible debt, warrants or convertible
preferred shares), with a conversion price that varies with the market price of the Common Shares, even if such security only becomes
convertible following an event of default, the passage of time, or another trigger event or condition; (3) have a fixed conversion price,
exercise price or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt
or equity security (A) due to a change in the market price of the Common Shares since the date of the initial issuance or (B) upon the
occurrence of specified or contingent events directly or indirectly related to the business of Company (including, without limitation,
any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution
protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); or (4) are issued
or will be issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement or similar settlement or exchange. For
the avoidance of doubt, Common Shares issued pursuant to any of the following will not be considered Restricted Issuances: (i) ATM facilities;
and (ii) primary offerings of Common Shares, convertible preferred stock, or warrants without variable price mechanics, anti-dilution,
“alternate cash exercise,” or other similar mechanics that would allow for the reduction of the conversion price of the convertible
preferred stock or the exercise price of the warrants or any provision that would increase the number of warrant shares.
5.
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Initial Note to Investor
at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:
5.1.
Investor shall have executed all applicable Transaction Documents and delivered the same to Company.
5.2.
Investor shall have delivered the Purchase Price to Company.
6.
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Initial Note is subject
to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s
sole benefit and may be waived by Investor at any time in its sole discretion:
6.1.
Company shall have executed all applicable Transaction Documents and delivered the same to Investor.
6.2.
Company’s transfer agent (the “Transfer Agent”) shall have executed an Irrevocable Transfer Agent Instruction
Letter substantially in the form attached hereto as Exhibit C.
6.3.
Company shall have delivered to Investor a fully executed Officer’s Certificate substantially in the form attached hereto as Exhibit
D evidencing Company’s approval of the Transaction Documents.
3
6.4.
Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit
E to be delivered to the Transfer Agent.
6.5.
Company shall have executed and delivered any other documents necessary to effectuate the transaction contemplated by the Transaction
Documents.
6.6.
Company shall have filed a Form 424B prospectus supplement to its registration statement on Form S-3 (333-294416) that is reasonably
acceptable to Investor for the registration of all Conversion Shares that may be issuable pursuant to any conversion by Investor under
the Initial Note and deliver to Investor any legal opinions deemed necessary by Investor to trade the Conversion Shares under such Form
424B prospectus.
7.
Reservation of Shares. On the date hereof, Company will reserve 3,000,000 Common Shares from its authorized and unissued Common
Shares to provide for all issuances of Conversion Shares under the Initial Note (the “Share Reserve”). Company covenants
and agrees to increase the Share Reserve each time an Additional Note is issued to provide for the issuances of Conversion Shares under
such Additional Note (the number of Common Shares to be added shall be calculated by dividing the principal amount of the Additional
Note by the Floor Price (as defined in the Initial Note)). Company further agrees to add additional Common Shares to the Share Reserve
if as of the date of the issuance of an Additional Note the Common Shares being held in the Share Reserve is less than the number of
Common Shares obtained by dividing the aggregate outstanding balance of the Notes by the Conversion Price (as defined in the Notes).
Company shall further require its Transfer Agent to hold the Common Shares reserved pursuant to the Share Reserve exclusively for the
benefit of Investor and to issue such shares to Investor promptly upon Investor’s delivery of a Conversion Notice (as defined in
the Notes) under the Notes.
8.
Reinvestment Right. At any time during the period beginning on the Closing Date and ending on the date that is twenty-four (24)
months after the Closing Date, Investor will have the right, but not the obligation, to purchase $1,250,000.00 of principal amount of
an Additional Note in a single tranche (such amount includes 8% OID). The Additional Note will be issued with the same terms, provisions,
economics and collateral as the Initial Note and will be governed in all respects by this Agreement and the other Transaction Documents.
The Floor Price for the Additional Note will be the same as the Floor Price of the Initial Note.
9.
Most Favored Nation. So long as any Note is outstanding, upon any issuance by Company of any debt security (including the Additional
Note) with any economic term or condition more favorable to the holder of such security or with a term in favor of the holder of such
security that was not similarly provided to Investor in the Transaction Documents, then Company shall notify Investor of such additional
or more favorable term and such term, at Investor’s option, all of the economic terms of the other transaction will become a part
of the Transaction Documents. For the avoidance of doubt, Investor would not be allowed to choose that only a specific economic term
from such other transaction will become part of the Transaction Documents. Additionally, if Company fails to notify Investor of any such
additional or more favorable term, but Investor becomes aware that Company has granted such a term to any third party, Investor may notify
Company of such additional or more favorable term and the economic terms of the other transaction shall become a part of the Transaction
Documents retroactive to the date on which such term was granted to the applicable third party. The types of terms contained in another
debt security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion
discounts, conversion lookback periods, interest rates, original issue discounts, conversion prices, warrant coverage, warrant exercise
prices, and anti-dilution/conversion and exercise price resets.
4
10.
Exchange Cap. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, Company
and Investor agree that the total cumulative number of Common Shares issued to Investor pursuant to conversions of the Initial Note and
the Additional Note may not exceed the requirements of Nasdaq Listing Rule 5635(d) (the “Exchange Cap”), except that
such limitation will not apply following Approval (defined below) or if otherwise inapplicable. Once Company has issued to Investor a
cumulative number of Common Shares equal to fifteen percent (15%) of the issued and outstanding Common Shares as of the Closing Date,
Company shall promptly seek stockholder approval of the issuance of all Common Shares issuable upon conversion of the Initial Note in
excess of the Exchange Cap (the “Approval”). If Company has issued the Additional Note, such Approval shall cover
all Common Shares issuable upon conversion of the Additional Note as well. Company shall file a preliminary Schedule 14C Information
Statement (PRE14C) with the SEC within five (5) Trading Days after such threshold has been reached.
11.
Miscellaneous. The provisions set forth in this Section 11 shall apply to this Agreement, as well as all other Transaction Documents
as if these terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth
in this Section 11 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.
11.1.
Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit F) arising under this Agreement or any
other Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship
of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit F attached hereto (the “Arbitration
Provisions”). For the avoidance of doubt, the parties agree that the injunction described in Section 11.3 below may be pursued
in an arbitration that is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents.
The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable
from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has
reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands
that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to
the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing
representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding
the Arbitration Provisions.
11.2.
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly agrees that
the exclusive venue for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the
parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes
hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and
notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other
agreement between the Transfer Agent and Company, such litigation specifically includes, without limitation any action between or involving
Company and the Transfer Agent or otherwise related to Investor in any way (specifically including, without limitation, any action where
Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing Common Shares
to Investor for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of
any state or federal court sitting in Salt Lake County, Utah, (ii) expressly submits to the exclusive venue of any such court for the
purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any action where Company seeks
to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing Common Shares to Investor
for any reason) outside of any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper venue
and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any
such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally, Company
covenants and agrees to name Investor as a party in interest in, and provide written notice to Investor in accordance with Section 11.10
below prior to bringing or filing, any action (including without limitation any filing or action against any person or entity that is
not a party to this Agreement, including without limitation the Transfer Agent) that is related in any way to the Transaction Documents
or any transaction contemplated herein or therein, including without limitation any action brought by Company to enjoin or prevent the
issuance of any Common Shares to Investor by the Transfer Agent, and further agrees to timely name Investor as a party to any such action.
Company acknowledges that the governing law and venue provisions set forth in this Section 11.2 are material terms to induce Investor
to enter into the Transaction Documents and that but for Company’s agreements set forth in this Section 11.2 Investor would not
have entered into the Transaction Documents.
5
11.3.
Specific Performance. Company acknowledges and agrees that Investor may suffer irreparable harm if Company fails to perform any
material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms. It is accordingly
agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of this Agreement or
such other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any
other remedy to which Investor may be entitled under the Transaction Documents, at law or in equity. Company specifically agrees that:
(i) following an Event of Default (as defined in the Notes) under the Notes, Investor may seek injunctive relief from a court or an arbitrator
prohibiting Company from issuing any of its Common Shares or preferred stock to any party unless fifty percent (50%) of the gross proceeds
received by Company in connection with such issuance are simultaneously used by Company to make a payment under the Notes; (ii) following
a breach of Section 4(vi) above, Investor shall have the right to seek and receive injunctive relief from a court or arbitrator invalidating
such lock-up; and (iii) if Company or any of its subsidiaries enters into a definitive agreement that contemplates a Fundamental Transaction
(as defined in the Notes), unless such agreement contains a closing condition that the Notes are repaid in full upon consummation of
the transaction or Investor has provided its written consent in writing to such Fundamental Transaction, Investor shall have the right
to seek and receive injunctive relief from a court or arbitrator preventing the consummation of such transaction. Company specifically
acknowledges that Investor’s right to obtain specific performance constitutes bargained for leverage and that the loss of such
leverage would result in irreparable harm to Investor. For the avoidance of doubt, in the event Investor seeks to obtain an injunction
from a court or an arbitrator against Company or specific performance of any provision of any Transaction Document, such action shall
not be a waiver of any right of Investor under any Transaction Document, at law, or in equity, including without limitation its rights
to arbitrate any Claim pursuant to the terms of the Transaction Documents, nor shall Investor’s pursuit of an injunction prevent
Investor, under the doctrines of claim preclusion, issues preclusion, res judicata or other similar legal doctrines, from pursuing other
Claims in the future in a separate arbitration.
11.4.
Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination or arithmetic
calculation under the Transaction Documents, including without limitation, calculating the outstanding balance, Conversion Price, Conversion
Shares, or VWAP (as defined in the Notes) (each, a “Calculation”), Company or Investor (as the case may be) shall
submit any disputed Calculation via email or facsimile with confirmation of receipt (i) within two (2) Trading Days after receipt of
the applicable notice giving rise to such dispute to Company or Investor (as the case may be) or (ii) if no notice gave rise to such
dispute, at any time after Investor learned of the circumstances giving rise to such dispute. If Investor and Company are unable to agree
upon such Calculation within two (2) Trading Days of such disputed Calculation being submitted to Company or Investor (as the case may
be), then Investor will promptly submit via email or facsimile the disputed Calculation to Unkar Systems Inc. (“Unkar Systems”).
Investor shall cause Unkar Systems to perform the Calculation and notify Company and Investor of the results no later than ten (10) Trading
Days from the time it receives such disputed Calculation. Unkar Systems’ determination of the disputed Calculation shall be binding
upon all parties absent demonstrable error. Unkar Systems’ fee for performing such Calculation shall be paid by the incorrect party,
or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined by Unkar Systems.
In the event Company is the sole incorrect party, no extension of the Delivery Date (as defined in the Notes) shall be granted and Company
shall incur all effects for failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents. Notwithstanding
the foregoing, in the event that Unkar System cannot perform the Calculation, the parties may agree to designate another independent,
reputable investment bank or accounting firm other than Unkar Systems to resolve any such dispute and in such event, all references to
“Unkar Systems” herein will be replaced with references to such independent, reputable investment bank or accounting firm
so designated by Investor.
6
11.5.
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. Counterparts may be signed via electronic signature (including pdf or
any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and
any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
11.6.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.
11.7.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.
11.8.
Entire Agreement. This Agreement, together with the other Transaction Documents, contains 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 Company nor Investor
makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term
sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction
Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any
affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there
is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents
shall govern.
11.9.
Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties
hereto.
7
11.10.
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be
deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor
or by email to an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation
which is kept by sending party), (ii) the earlier of the date delivered or the third Trading Day after deposit, postage prepaid, in the
United States Postal Service by certified mail or with an international courier, or (iii) the earlier of the date delivered or the third
Trading Day after mailing by express courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties
thereunto entitled at the following addresses (or at such other addresses as such party may designate by five (5) calendar days’
advance written notice similarly given to each of the other parties hereto):
If
to Company:
Eva
Live Inc.
Attn:
David Boulette
The
Plaza, 1800 Century Park East, Suite 600
Los
Angeles, California 90067
With
a copy to (which copy shall not constitute notice):
Sichenzia
Ross Ference Carmel LLP
Attn:
Marc J. Ross, Esq.
1185
Avenue of the Americas
New
York, NY 10036
If
to Investor:
Streeterville
Capital, LLC
Attn:
John Fife
297
Auto Mall Drive #4
St.
George, Utah 84770
With
a copy to (which copy shall not constitute notice):
Capital
Law Partners PLLC
Attn:
Jonathan Hansen
1873
W Traverse Pkwy, Suite E #610
Lehi,
Utah 84083
11.11.
Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed
by Investor hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the need to
obtain Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its duties
hereunder, whether directly or indirectly, without the prior written consent of Investor, and any such attempted assignment or delegation
shall be null and void.
11.12.
Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive
the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify
and hold harmless Investor and all its officers, directors, members, managers, employees, attorneys, and agents for loss or damage (including
reasonable attorneys’ fees) arising as a result of or related to any breach or alleged breach by Company of any of its representations,
warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement
of expenses as they are incurred.
11.13. 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.
8
11.14.
Investor’s Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction
Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and
remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law,
in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and in such order
as Investor may deem expedient.
11.15.
Attorneys’ Fees and Cost of Collection. In the event any suit, action or arbitration is filed by either party against the
other to interpret or enforce any of the Transaction Documents, the parties agree that the arbitrator or court exercising jurisdiction
may award, at its discretion, award the full amount of the attorneys’ fees, deposition costs, and expenses paid by such prevailing
party in connection with arbitration or litigation without reduction or apportionment based upon the individual claims or defenses giving
rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and
expenses for frivolous or bad faith pleading. If (i) the Notes are placed in the hands of an attorney for collection or enforcement prior
to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor
otherwise takes action to collect amounts due under the Notes or to enforce the provisions of the Notes, or (ii) there occurs any bankruptcy,
reorganization, receivership of Company or other proceedings affecting Company’s creditors’ rights and involving a claim
under the Notes; then Company shall pay the reasonable costs incurred by Investor for such collection, enforcement or action or in connection
with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, reasonable attorneys’ fees,
expenses, deposition costs, and disbursements, to the extent determined appropriate by the arbitrator or court exercising jurisdiction.
11.16.
Waiver. No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party
granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision
or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent
or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.
11.17.
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS
OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW
OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY
WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.
11.18.
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the
other Transaction Documents.
11.19.
Voluntary Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions
needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents
and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived
the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or
undue influence by Investor or anyone else.
11.20.
Third-Party Beneficiaries. This Agreement and each of the other Transaction Documents is intended for the benefit of the parties
hereto and their respective permitted successors and assigns. There are no third-party beneficiaries of this Agreement or any other Transaction
Document. Nothing in this Agreement or any other Transaction Document, express or implied, is intended to confer upon any other person
any rights, remedies, obligations or liabilities of any nature whatsoever.
[Remainder
of page intentionally left blank; signature page follows]
9
IN
WITNESS WHEREOF, the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.
INVESTOR:
Streeterville Capital, LLC
By:
/s/ John Fife
John Fife, President
COMPANY:
Eva Live Inc.
By:
/s/ David Boulette
David Boulette, Chief Executive Officer
[Signature
Page to Securities Purchase Agreement]
ATTACHED
EXHIBITS:
Exhibit A
Initial Note
Exhibit B
Security Agreement
Exhibit C
TA Letter
Exhibit D
Officer’s Certificate
Exhibit E
Share Issuance Resolution
Exhibit F
Arbitration Provisions
Exhibit
F
ARBITRATION
PROVISIONS
1.
Dispute Resolution. For purposes of these arbitration provisions (the “Arbitration Provisions”), the term “Claims”
means any disputes, claims, demands, causes of action, requests for injunctive relief, requests for specific performance, liabilities,
damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction
Documents and any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake,
fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition
precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement
(or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. For the avoidance of doubt, Investor’s
pursuit of an injunction or other Claim pursuant to these Arbitration Provisions or with a court will not later prevent Investor under
the doctrines of claim preclusion, issue preclusion, res judicata or other similar legal doctrines from pursuing other Claims in a separate
arbitration in the future. The parties to the Agreement (the “parties”) hereby agree that the Claims may be arbitrated
in one or more arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all
other Claims). The term “Claims” specifically excludes a dispute over Calculations, and enforcement of Investor’s rights
and remedies against the personal property described in the Security Agreement under the applicable provisions of the Uniform Commercial
Code and other relevant laws. The parties to the Agreement hereby agree that these Arbitration Provisions are binding on each of them.
As a result, any attempt to rescind the Agreement (or these Arbitration Provisions) or any other Transaction Document) or declare the
Agreement (or these Arbitration Provisions) or any other Transaction Document invalid or unenforceable pursuant to Section 29 of the
1934 Act or for any other reason is subject to these Arbitration Provisions. Any capitalized term not defined in these Arbitration Provisions
shall have the meaning set forth in the Agreement.
2.
Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”)
to be conducted exclusively in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to
the arbitration appeal right provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award
of the arbitrator rendered pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding
upon the parties, (b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented
or pleaded to the arbitrator, and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to
monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation reasonable attorneys’ fees, incurred
in connection with or incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the
party resisting such enforcement. The Arbitration Award shall include default interest (as defined or otherwise provided for in the Notes,
“Default Interest”) (with respect to monetary awards) at the rate specified in the Notes for Default Interest both
before and after the Arbitration Award. Judgment upon the Arbitration Award will be entered and enforced by any state or federal court
sitting in Salt Lake County, Utah.
3.
The Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration
Act, U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”).
Notwithstanding the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the event
of conflict or variation between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these
Arbitration Provisions shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration
Act that may conflict with or vary from these Arbitration Provisions.
4.
Arbitration Proceedings. Arbitration between the parties will be subject to the following:
4.1
Initiation of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration
by giving written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under
Section 10.10 of the Agreement (the “Notice Provision”); provided, however, that the Arbitration Notice may
not be given by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice is deemed delivered to
such other party under the Notice Provision (the “Service Date”). After the Service Date, information may be delivered,
and notices may be given, by email or fax pursuant to the Notice Provision or any other method permitted thereunder. The Arbitration
Notice must describe the nature of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims
in the Arbitration Notice must be pleaded consistent with the Utah Rules of Civil Procedure.
4.2
Selection and Payment of Arbitrator.
(a)
Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators
that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such
three (3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the avoidance of
doubt, each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within five (5) calendar days after
Investor has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice to Investor, one (1)
of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one
of the Proposed Arbitrators in writing within such 5-day period, then Investor may select the arbitrator from the Proposed Arbitrators
by providing written notice of such selection to Company.
(b)
If Investor fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph
(a) above, then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators
that are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may
then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice
to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor
fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company
may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to
Investor.
(c)
If a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected
such Proposed Arbitrator may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the
chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators
decline or are otherwise unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this
Paragraph 4.2.
(d)
The date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both
parties to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator
resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to
continue the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then
the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association.
(e)
Subject to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if
one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to
the accrual of Default Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.
4.3
Applicability of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the
Utah Rules of Civil Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without
limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The
Utah Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing,
it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the
event of any conflict between the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these
Arbitration Provisions shall control.
4.4
Answer and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating
the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required
deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against
such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within
the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration
Notice, against a party that fails to submit an answer within such time period.
4.5
Related Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent
legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject
to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration
Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party
files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will
be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails
to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall
be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal
or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined
in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation
Proceedings pursuant to the Arbitration Act. In the event either party successfully petitions a court to compel arbitration, the losing
party in such action shall be required to pay the prevailing party’s reasonable attorneys’ fees and costs incurred in connection
with such action.
4.6
Discovery. Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:
(a)
Written discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof,
and the written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded
in the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the standards and limitations
set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited
as follows:
(i)
To facts directly connected with the transactions contemplated by the Agreement.
(ii)
To facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or
less expensive than in the manner requested.
(b)
No party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests
for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than
three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions
will be borne by the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition
of the estimated reasonable attorneys’ fees that such party expects to incur in connection with defending the deposition. If the
party defending the deposition fails to submit an estimate of reasonable attorneys’ fees within five (5) calendar days of its receipt
of a deposition notice, then such party shall be deemed to have waived its right to the estimated reasonable attorneys’ fees. The
party taking the deposition must pay the party defending the deposition the estimated reasonable attorneys’ fees prior to taking
the deposition, unless such obligation is deemed to be waived as set forth in the immediately preceding sentence. If the party taking
the deposition believes that the estimated reasonable attorneys’ fees are unreasonable, such party may submit the issue to the
arbitrator for a decision. All depositions will be taken in Utah.
(c)
All discovery requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator
and the other party. The party submitting the written discovery requests must include with such discovery requests a detailed explanation
of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure.
The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the
arbitrator an estimate of the reasonable attorneys’ fees and costs associated with responding to such written discovery requests
and a written challenge to each applicable discovery request. After receipt of an estimate of reasonable attorneys’ fees and costs
and/or challenge(s) to one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will within three (3) calendar
days make a finding as to the likely reasonable attorneys’ fees and costs associated with responding to the discovery requests
and issue an order that (i) requires the requesting party to prepay the reasonable attorneys’ fees and costs associated with responding
to the discovery requests, and (ii) requires the responding party to respond to the discovery requests as limited by the arbitrator within
twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests. If a party entitled to submit
an estimate of reasonable attorneys’ fees and costs and/or a challenge to discovery requests fails to do so within such 5-day period,
the arbitrator will make a finding that (A) there are no reasonable attorneys’ fees or costs associated with responding to such
discovery requests, and (B) the responding party must respond to such discovery requests (as may be limited by the arbitrator) within
twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests. Any party submitting any written
discovery requests, including without limitation interrogatories, requests for production subpoenas to a party or a third party, or requests
for admissions, must prepay the estimated reasonable attorneys’ fees and costs, before the responding party has any obligation
to produce or respond to the same, unless such obligation is deemed waived as set forth above.
(d)
In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth
in these Arbitration Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery
request does not satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator
may modify such discovery request to satisfy the applicable standards or strike such discovery request in whole or in part.
(e)
Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of
the Arbitration Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following:
(i) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name
and qualifications, including a list of all the expert’s publications within the preceding ten (10) years, and a list of any other
cases in which the expert has testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii)
the compensation to be paid for the expert’s report and testimony. The parties are entitled to depose any other party’s expert
witness one (1) time for no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter
not fairly disclosed in the expert report.
4.7
Dispositive Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules
of Civil Procedure (a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required
to, deliver to the arbitrator and to the other party a memorandum in support (the “Memorandum in Support”) of the
Dispositive Motion. Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator
and to the other party a memorandum in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within
seven (7) calendar days of delivery of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support
shall deliver to the arbitrator and to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”).
If the applicable party shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver
the Reply Memorandum as required above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion
shall proceed regardless.
4.8
Confidentiality. All information disclosed by either party (or such party’s agents) during the Arbitration process (including
without limitation information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential
in nature. Each party agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration
process (including without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure
such information becomes public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party
or its agents, (b) such information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving
party has notified the other party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court
of competent jurisdiction prior to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives
and legal counsel on a need to know basis who each agree in writing not to disclose such information to any third party. Pursuant to
Section 118(5) of the Arbitration Act, the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure
of privileged information and confidential information upon the written request of either party.
4.9
Authorization; Timing; Scheduling Order. Subject to all other sections of these Arbitration Provisions, the parties hereby authorize
and direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the
Arbitration proceedings to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that
an Arbitration Award must be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator
is hereby authorized and directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date
in order to establish a scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents
by the parties to enable the arbitrator to render a decision prior to the end of such 120-day period.
4.10
Relief. The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief
which the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive relief,
provided that the arbitrator may not award exemplary or punitive damages.
4.11
Fees and Costs. Each party shall bear its own attorneys’ fees and costs in connection with any arbitration or judicial proceeding
arising out of or relating to this Agreement, except that the arbitrator (or court, if applicable) may, in its sole discretion, award
reasonable attorneys’ fees and costs to the prevailing party if and to the extent the arbitrator determines such an award is equitable
under the circumstances, including the parties’ relative success on the merits, good faith in the proceedings, and proportionality
of the amounts at issue.
4.12
Motion to Vacate. Following the entry of the Arbitration Award, if either party desires to file a Motion to Vacate the Arbitration
Award with a court in Salt Lake County, Utah, it must do so within the earlier of: (a) thirty (30) days of entry of the Arbitration Award;
and (b) in response to the prevailing party’s Motion to Confirm the Arbitration Award.
5.
Arbitration Appeal.
5.1
Initiation of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have
a period of thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant
elects to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel
of arbitrators as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein
as the “Appeal Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph
4.1 above with respect to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee,
the Appellant must also pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond
in the amount of 110% of the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing.
In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance
with the provisions of this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will
not be further conditioned. In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond)
to the other party within the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award.
The Arbitration Award will be considered final until the Appeal Notice has been properly delivered and the applicable appeal bond has
been posted (along with proof of payment of the applicable bond). The parties acknowledge and agree that any Appeal shall be deemed part
of the parties’ agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.
5.2
Selection and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof
of payment of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3)
person arbitration panel (the “Appeal Panel”).
(a)
Within ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators
that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such
five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance
of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and shall not be the arbitrator
who rendered the Arbitration Award being appealed (the “Original Arbitrator”). Within five (5) calendar days after
the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice
to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select
three (3) of the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators
from the Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.
(b)
If the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the
Appeal Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed
Appeal Arbitrators, identify the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators
by Utah ADR Service (none of whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five
(5) calendar days after the Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to
the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within
such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant
may select the three (3) members of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice
of such selection to the Appellee.
(c)
If a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal
Arbitrator may select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date
a chosen Proposed Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three
(3) of the five (5) designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator
selection process shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators
who have already agreed to serve shall remain on the Appeal Panel.
(d)The
date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered
to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal
Commencement Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in
writing (including via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel
to serve as the lead arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes
of these Arbitration Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make
determinations upon the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator
on the Appeal Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the
Appeal proceedings, a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member
of the Appeal Panel. If Utah ADR Services ceases to exist or to provide a list of neutrals, then the arbitrators for the Appeal
Panel shall be selected under the then prevailing rules of the American Arbitration Association.
(e)
Subject to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.
5.3
Appeal Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel
shall conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and
all other provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate
for a fair and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous
evidence and discovery, together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents
filed with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal
Panel shall not permit the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new
witnesses or affidavits, and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the
Arbitration Award.
5.4
Timing.
(a)
Within seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal
Panel copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents
filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,
but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning
or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)
calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal
Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s
delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply
Memorandum to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of
this subparagraph (a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final.
If the Appellee shall fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply
Memorandum as required above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and
the Appeal shall proceed regardless.
(b)
Subject to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar
days of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal
is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).
5.5
Appeal Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator
on the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety
and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall
remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive
remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)
be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,
including without limitation reasonable attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel
Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award
shall include Default Interest (with respect to monetary awards) at the rate specified in the Notes for Default Interest both before
and after the Arbitration Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting
in Salt Lake County, Utah.
5.6
Relief. The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel
deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal
Panel may not award exemplary or punitive damages.
5.7
Fees and Costs. Each party shall bear its own attorneys’ fees and costs in connection with any any Appeal, except that the
Appeal Panel (or court, if applicable) may, in its sole discretion, award reasonable attorneys’ fees and costs to the prevailing
party if and to the extent the Appeal Panel determines such an award is equitable under the circumstances, including the parties’
relative success on the merits, good faith in the proceedings, and proportionality of the amounts at issue.
6.
Miscellaneous.
6.1
Severability. If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision
shall be modified to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration
Provisions shall remain unaffected and in full force and effect.
6.2
Governing Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict
of laws principles therein.
6.3
Interpretation. The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of,
or affect the interpretation of, these Arbitration Provisions.
6.4
Waiver. No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed
by the party granting the waiver.
6.5
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.
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EX-10.2
EX-10.2
Filename: ex10-2.htm · Sequence: 5
Exhibit
10.2
Security
Agreement
This
Security Agreement (this “Agreement”),
dated as of July 23, 2026, is executed by Eva Live Inc., a Nevada corporation (“Debtor”),
in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured
Party”).
A.
Debtor issued to Secured Party a certain Secured Convertible Promissory Note of even date herewith, as may be amended from time to time,
in the original face amount of $2,160,000.00 (the “Initial Note”).
B.
In order to induce Secured Party to extend the credit evidenced by the Initial Note and, if appliable, the Additional Note (as defined
below), Debtor has agreed to enter into this Agreement and grant Secured Party a security interest in the Collateral (as defined below).
NOW,
THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Debtor hereby agrees with Secured Party as follows:
1.
Definitions and Interpretation. When used in this Agreement, the following terms have the following respective meanings:
“Additional
Note” has the meaning set forth in the Purchase Agreement.
“Intellectual
Property” means all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise),
information, know-how, inventions, discoveries, published and unpublished works of authorship, processes, any and all other proprietary
rights, and all rights corresponding to all of the foregoing throughout the world, now owned and existing or hereafter arising, created
or acquired.
“Lien”
shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or
on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale
agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any
financing statement or similar instrument under the UCC or comparable law of any jurisdiction.
“Notes”
means the Initial Note together with the Additional Note issued pursuant to the Purchase Agreement.
“Obligations”
means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising on or after the date hereof, owed
by Debtor to Secured Party or any affiliate of Secured Party of every kind and description, whether created by the Initial Note, the
Additional Note, this Agreement, any other Transaction Documents (as defined in the Purchase Agreement), any future loan or other agreements
between Debtor and Secured Party (or any affiliate of Secured Party), any modification or amendment to any of the foregoing, guaranty
of payment or other contract or by a quasi-contract, tort, statute or other operation of law, whether incurred or owed directly to Secured
Party or as an affiliate of Secured Party or acquired by Secured Party or an affiliate of Secured Party by purchase, pledge or otherwise,
(b) all costs and expenses, including attorneys’ fees, incurred by Secured Party or any affiliate of Secured Party in connection
with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described
in the foregoing clause (a), (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the
security of this Agreement, and (d) the performance of the covenants and agreements of Debtor contained in this Agreement and all other
Transaction Documents.
“Permitted
Liens” means (a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings
for which adequate reserves have been established; and (b) Liens in favor of Secured Party under this Agreement or arising under the
other Transaction Documents or any prior agreements between Debtor and Secured Party.
“Purchase
Agreement” means that certain Securities Purchase Agreement dated July 21, 2026 between Debtor and Secured Party.
“UCC”
means the Uniform Commercial Code as in effect in the state whose laws would govern the security interest in, including without limitation
the perfection thereof, and foreclosure of the applicable Collateral.
Unless
otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC.
2.
Grant of Security Interest. As security for the Obligations, Debtor hereby pledges to Secured Party and grants to Secured Party
a first-position security interest in all right, title, interest, claims and demands of Debtor in and to the property described in Schedule
A hereto, and to all replacements, proceeds, products, and accessories thereof (collectively, the “Collateral”).
3.
Authorization to File Financing Statements. Debtor hereby irrevocably authorizes Secured Party at any time and from time to time
to file in any filing office in any UCC jurisdiction or other jurisdiction of Debtor or its subsidiaries any financing statements or
documents having a similar effect and amendments thereto that provide any other information required by the UCC (or similar law of any
non-United States jurisdiction, if applicable) of such state or jurisdiction for the sufficiency or filing office acceptance of any financing
statement or amendment, including whether Debtor is an organization, the type of organization and any organization identification number
issued to Debtor. Debtor agrees to furnish any such information to Secured Party promptly upon Secured Party’s request.
4.
General Representations and Warranties. Debtor represents and warrants to Secured Party that (a) Debtor is the owner of the Collateral
and that no other person has any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral, other
than Permitted Liens, (b) upon the filing of UCC-1 financing statements in any applicable jurisdiction, Secured Party shall have a perfected
first-position security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such
filing, except for Permitted Liens; (c) Debtor has received fair and reasonably equivalent value in exchange for entering into this Agreement
and granting the security interests hereunder, (d) Debtor is not insolvent, as defined in any applicable state or federal statute including
the United States Bankruptcy Code and Utah Code § 25-6-202, nor will Debtor be rendered insolvent by the execution and delivery
of this Agreement to Secured Party; and (e) as such, this Agreement is a valid and binding obligation of Debtor. Notwithstanding the
foregoing, any sale, assignment, hypothecation or other transfer of any Note or a portion of any Note where in return Secured Party receives
consideration, the value of the consideration received by Secured Party will offset any amounts owed by Debtor as of the date the consideration
is received by Secured Party.
5.
Additional Covenants. Debtor hereby agrees:
5.1.
to perform all acts that may be necessary to maintain, preserve, protect and perfect in the Collateral, the Lien granted to Secured Party
therein, and the perfection and priority of such Lien;
5.2.
to procure, execute (including endorse, as applicable), and deliver from time to time any endorsements, assignments, financing statements,
certificates of title, and all other instruments, documents and/or writings reasonably deemed necessary or appropriate by Secured Party
to perfect, maintain and protect Secured Party’s Lien hereunder and the priority thereof;
5.3.
to provide at least fifteen (15) days’ prior written notice to Secured Party of any of the following events: (a) any changes or
alterations of Debtor’s name, (b) any changes with respect to Debtor’s address or principal place of business, and (c) the
formation of any subsidiaries of Debtor;
5.4.
upon the occurrence of an Event of Default (as defined in the Notes) under the any Note and, thereafter, at Secured Party’s request,
to endorse (up to the outstanding amount under such promissory notes at the time of Secured Party’s request), assign and deliver
any promissory notes included in the Collateral to Secured Party, accompanied by such instruments of transfer or assignment duly executed
in blank as Secured Party may from time to time specify;
5.5.
to the extent the Collateral is not delivered to Secured Party pursuant to this Agreement, to keep the Collateral at the principal office
of Debtor (unless otherwise agreed to by Secured Party in writing), and not to relocate the Collateral to any other locations without
the prior written consent of Secured Party except in the ordinary course of business;
5.6.
not to sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein (other than inventory
in the ordinary course of business);
5.7.
not to, directly or indirectly, allow, grant or suffer to exist any Lien upon any of the Collateral, other than Permitted Liens;
5.8.
not to grant any exclusive license or sublicense under any of its Intellectual Property, or enter into any other agreement that would
materially impair the value of any of its Intellectual Property, except in the ordinary course of Debtor’s business;
5.9.
to the extent commercially reasonable and in Debtor’s good faith business judgment: (a) to file and prosecute diligently any patent,
trademark or service mark applications pending as of the date hereof or hereafter until all Obligations shall have been paid in full,
(b) to make application on unpatented but patentable inventions and on trademarks and service marks, (c) to preserve and maintain all
rights in all of its Intellectual Property, and (d) to ensure that all of its Intellectual Property is and remains enforceable. Any and
all costs and expenses incurred in connection with each of Debtor’s obligations under this Section 5.9 shall be borne by Debtor.
Debtor shall not knowingly and unreasonably abandon any right to file a patent, trademark or service mark application, or abandon any
pending patent application, or any other of its Intellectual Property, without the prior written consent of Secured Party except for
Intellectual Property that Debtor determines, in the exercise of its good faith business judgment, is not or is no longer material to
its business;
5.10.
upon the request of Secured Party at any time or from time to time, and at the sole cost and expense (including, without limitation,
reasonable attorneys’ fees) of Debtor, Debtor shall take all actions and execute and deliver any and all instruments, agreements,
assignments, certificates and/or documents reasonably required by Secured Party to collaterally assign any and all of Debtor’s
foreign patent, copyright and trademark registrations and applications now owned or hereafter acquired to and in favor of Secured Party;
and
5.11.
at any time amounts paid by Secured Party under the Transaction Documents are used to purchase Collateral, Debtor shall perform all acts
that may be necessary, and otherwise fully cooperate with Secured Party, to cause (a) any such amounts paid by Secured Party to be disbursed
directly to the sellers of any such Collateral, (b) all certificates of title pertaining to such Collateral (as applicable) to be properly
filed and reissued to reflect Secured Party’s Lien on such Collateral, and (c) all such reissued certificates of title to be delivered
to and held by Secured Party.
6.
Authorized Action by Secured Party. Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact (which appointment
is coupled with an interest) and agrees that Secured Party may perform (but Secured Party shall not be obligated to and shall incur no
liability to Debtor or any third party for failure so to do) any act which Debtor is obligated by this Agreement to perform, and to exercise
such rights and powers as Debtor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings
or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter
payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement
pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or
settlement, and take any action Secured Party deems advisable, with respect to the Collateral, including without limitation bringing
a suit in Secured Party’s own name to enforce any Intellectual Property; (d) endorse Debtor’s name on all applications, documents,
papers and instruments necessary or desirable for Secured Party in the use of any Collateral; (e) grant or issue any exclusive or non-exclusive
license under any Intellectual Property to any person or entity; (f) assign, pledge, sell, convey or otherwise transfer title in or dispose
of any Intellectual Property to any person or entity; (g) cause the Commissioner of Patents and Trademarks, United States Patent and
Trademark Office (or as appropriate, such equivalent agency in foreign countries) to issue any and all patents and related rights and
applications to Secured Party as the assignee of Debtor’s entire interest therein; (h) employ collections activities and remedies
against Debtor’s account receivable including, without limitation, instructing such debtors to make payments directly to Secured
Party; (i) file a copy of this Agreement with any governmental agency, body or authority, including without limitation the United States
Patent and Trademark Office and, if applicable, the United States Copyright Office or Library of Congress, at the sole cost and expense
of Debtor; (j) insure, process and preserve the Collateral; (k) pay any indebtedness of Debtor relating to the Collateral; (l) execute
and file UCC financing statements and other documents, certificates, instruments and agreements with respect to the Collateral or as
otherwise required or permitted hereunder; and (m) take any and all appropriate action and execute any and all documents and instruments
that may be necessary or useful to accomplish the purposes of this Agreement; provided, however, that Secured Party shall not
exercise any such powers granted pursuant to clauses (a) through (j) above prior to the occurrence of an Event of Default. The powers
conferred on Secured Party under this Section 6 are solely to protect its interests in the Collateral and shall not impose any duty upon
it to exercise any such powers. Secured Party shall be accountable only for the amounts that it actually receives as a result of the
exercise of such powers, and neither Secured Party nor any of its stockholders, directors, officers, managers, members, employees or
agents shall be responsible to Debtor for any act or failure to act, except with respect to Secured Party’s own gross negligence
or willful misconduct. Nothing in this Section 6 shall be deemed an authorization for Debtor to take any action that it is otherwise
expressly prohibited from undertaking by way of other provision of this Agreement.
7.
Default and Remedies.
7.1.
Default. Debtor shall be deemed in default under this Agreement upon the occurrence of an Event of Default.
7.2.
Remedies. Upon the occurrence of any such Event of Default, Secured Party shall have the rights of a secured creditor under the
UCC, all rights granted by this Agreement and by law, including, without limiting the foregoing, (a) the right to require Debtor to assemble
the Collateral and make it available to Secured Party at a place to be designated by Secured Party, and (b) the right to take possession
of the Collateral, and for that purpose Secured Party may enter upon premises on which the Collateral may be situated and remove the
Collateral therefrom. Debtor hereby agrees that fifteen (15) days’ notice of a public sale of any Collateral or notice of the date
after which a private sale of any Collateral may take place is reasonable. In addition, Debtor waives any and all rights that it may
have to a judicial hearing in advance of the enforcement of any of Secured Party’s rights and remedies hereunder, including, without
limitation, Secured Party’s right following an Event of Default to take immediate possession of Collateral and to exercise Secured
Party’s rights and remedies with respect thereto. Secured Party may also have a receiver appointed to take charge of all or any
portion of the Collateral and to exercise all rights of Secured Party under this Agreement. Secured Party may exercise any of its rights
under this Section 7.2 without demand or notice of any kind. The remedies in this Agreement, including without limitation this Section
7.2, are in addition to, not in limitation of, any other right, power, privilege, or remedy, either in law, in equity, or otherwise,
to which Secured Party may be entitled. No failure or delay on the part of Secured Party in exercising any right, power, or remedy will
operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any other right hereunder. All of Secured Party’s rights and remedies, whether evidenced by this Agreement or by any other agreement,
instrument or document shall be cumulative and may be exercised singularly or concurrently.
7.3.
Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies
in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to
fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition, (b) to fail to obtain third
party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental
or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection
remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse
claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on Collateral directly
or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications
or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not
in the same business as Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more
professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to
dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that
have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather
than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party
against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection
or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment
bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor
acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party
would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that
other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated
in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor
or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence
of this Section.
7.4.
Marshalling. Secured Party shall not be required to marshal any present or future Collateral for, or other assurances of payment
of, the Obligations or to resort to such Collateral or other assurances of payment in any particular order, and all of its rights and
remedies hereunder and in respect of such Collateral and other assurances of payment shall be cumulative and in addition to all other
rights and remedies, however existing or arising. To the extent that it lawfully may, Debtor hereby agrees that it will not invoke any
law relating to the marshalling of Collateral which might cause delay in or impede the enforcement of Secured Party’s rights and
remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations
is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully
may, Debtor hereby irrevocably waives the benefits of all such laws.
7.5.
Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the
avails of any remedy hereunder (as well as any other amounts of any kind held by Secured Party at the time of, or received by Secured
Party after, the occurrence of an Event of Default) shall be paid to and applied as follows:
(a)
First, to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure
or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances,
including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Secured Party;
(b)
Second, to the payment to Secured Party of the amount then owing or unpaid on the Notes (to be applied first to accrued interest and
second to outstanding principal) and all amounts owed under any of the other Transaction Documents or other documents included within
the Obligations; and
(c)
Third, to the payment of the surplus, if any, to Debtor, its successors and assigns, or to whosoever may be lawfully entitled to receive
the same.
In
the absence of final payment and satisfaction in full of all of the Obligations, Debtor shall remain liable for any deficiency.
8.
Miscellaneous.
8.1.
Notices. Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”
in the Purchase Agreement, the terms of which are incorporated herein by this reference.
8.2.
Non-waiver. No failure or delay on Secured Party’s part in exercising any right hereunder shall operate as a waiver thereof
or of any other right nor shall any single or partial exercise of any such right preclude any other further exercise thereof or of any
other right.
8.3.
Amendments and Waivers. This Agreement may not be amended or modified, nor may any of its terms be waived, except by written instruments
signed by Debtor and Secured Party. Each waiver or consent under any provision hereof shall be effective only in the specific instances
for the purpose for which given.
8.4.
Assignment. This Agreement shall be binding upon and inure to the benefit of Secured Party and Debtor and their respective successors
and assigns; provided, however, that Debtor may not sell, assign or delegate rights and obligations hereunder without the prior
written consent of Secured Party.
8.5.
Cumulative Rights, etc. The rights, powers and remedies of Secured Party under this Agreement shall be in addition to all rights,
powers and remedies given to Secured Party by virtue of any applicable law, rule or regulation of any governmental authority, or the
Notes, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing
Secured Party’s rights hereunder. Debtor waives any right to require Secured Party to proceed against any person or entity or to
exhaust any Collateral or to pursue any remedy in Secured Party’s power.
8.6.
Partial Invalidity. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve
the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
8.7.
Expenses. Debtor shall pay on demand all reasonable fees and expenses, including reasonable attorneys’ fees and expenses,
incurred by Secured Party in connection with the custody, preservation or sale of, or other realization on, any of the Collateral or
the enforcement or attempt to enforce any of the Obligations which are not performed as and when required by this Agreement.
8.8.
Entire Agreement. This Agreement, the Notes and the other Transaction Documents, taken together, constitute and contain the entire
agreement of Debtor and Secured Party with respect to this particular matter and supersede any and all prior agreements, negotiations,
correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter hereof.
8.9.
Governing Law; Venue. This Agreement shall be governed by the laws of the State of Utah, without giving effect to the principles
thereof regarding the conflict of laws; provided, however, that the perfection and priority of the security interests hereunder,
and the enforcement of Secured Party’s rights and remedies against the Collateral as provided herein, will be subject to the UCC
of the applicable jurisdiction(s) where such Collateral is located or where the relevant Debtor is organized, as applicable. The provisions
set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
8.10.
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED
BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW,
RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY
JURY.
8.11.
Purchase Agreement; Arbitration of Disputes. By executing this Agreement, each party agrees to be bound by the terms, conditions
and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions
(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.
8.12.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which
together shall constitute one instrument. Any electronic copy of a party’s executed counterpart will be deemed to be an executed
original.
8.13.
Time of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement.
[Remainder
of page intentionally left blank; signature page follows]
IN
WITNESS WHEREOF, Secured Party and Debtor have caused this Agreement to be executed as of the day and year first above written.
SECURED PARTY:
Streeterville Capital, LLC
By:
John Fife, President
DEBTOR:
Eva Live Inc.
By:
David Boulette, Chief Executive Officer
[Signature
Page to Security Agreement]
SCHEDULE
A
TO
SECURITY AGREEMENT
All
right, title, interest, claims and demands of Debtor in and to all of Debtor’s assets owned as of the date hereof and/or acquired
hereafter by Debtor, wherever located, at any time while the Obligations are still outstanding, including without limitation, the following
property:
1.
All equity interests in all wholly- or partially-owned subsidiaries of Debtor, including all certificated and uncertificated securities,
stock certificates, membership interests, partnership interests, and all rights, privileges, and preferences associated therewith;
2.
All customer accounts, rights under insurance contracts, and rights relating to clients underlying such insurance contracts;
3.
All goods and equipment now owned or hereafter acquired, including, without limitation, all laboratory equipment, computer equipment,
office equipment, machinery, fixtures, vehicles, and any interest in any of the foregoing, and all attachments, accessories, accessions,
replacements, substitutions, additions, and improvements to any of the foregoing, wherever located;
4.
All inventory now owned or hereafter acquired, including, without limitation, all merchandise, raw materials, parts, supplies, packing
and shipping materials, work in process and finished products including such inventory as is temporarily out of Debtor’s custody
or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from
the sale or disposition of any of the foregoing and any documents of title representing any of the above, and Debtor’s books relating
to any of the foregoing;
5.
All accounts receivable, contract rights, general intangibles, healthcare insurance receivables, payment intangibles and commercial tort
claims, now owned or hereafter acquired, including, without limitation, all patents, patent rights and patent applications (including
without limitation, the inventions and improvements described and claimed therein, and (a) all reissues, divisions, continuations, renewals,
extensions and continuations-in-part thereof, (b) all income, royalties, damages, proceeds and payments now and hereafter due or payable
under or with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (c) the
right to sue for past, present and future infringements thereof, and (d) all rights corresponding thereto throughout the world), trademarks
and service marks (and applications and registrations therefor), inventions, discoveries, copyrights and mask works (and applications
and registrations therefor), trade names, trade styles, software and computer programs including source code, trade secrets, methods,
published and unpublished works of authorship, processes, know how, drawings, specifications, descriptions, and all memoranda, notes,
and records with respect to any research and development, goodwill, license agreements, information, any and all other proprietary rights,
franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer
disks, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment
of any kind and whether in tangible or intangible form or contained on magnetic media readable by machine together with all such magnetic
media, and all rights corresponding to all of the foregoing throughout the world, now owned and existing or hereafter arising, created
or acquired;
6.
All now existing and hereafter arising accounts, contract rights, royalties, license rights and all other forms of obligations owing
to Debtor arising out of the sale or lease of goods, the licensing of technology or the rendering of services by Debtor (subject, in
each case, to the contractual rights of third parties to require funds received by Debtor to be expended in a particular manner), whether
or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned
to or reclaimed by Debtor and Debtor’s books relating to any of the foregoing;
7.
All documents, cash, deposit accounts (including account numbers and financial institutions where maintained), letters of credit, letter
of credit rights, supporting obligations, certificates of deposit, instruments, chattel paper, electronic chattel paper, tangible chattel
paper and investment property, including, without limitation, all securities, whether certificated or uncertificated, security entitlements,
securities accounts, commodity contracts and commodity accounts, and all financial assets held in any securities account or otherwise,
wherever located, now owned or hereafter acquired and Debtor’s books relating to the foregoing;
8.
All other assets, goods and personal property of Debtor, wherever located, whether tangible or intangible, and whether now owned or hereafter
acquired; and
9.
Any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds and
products thereof, including, without limitation, insurance, condemnation, requisition or similar payments and the proceeds thereof.
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v3.26.1
Cover
Jul. 21, 2026
Cover [Abstract]
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Jul. 21, 2026
Entity File Number
001-43076
Entity Registrant Name
EVA
LIVE INC.
Entity Central Index Key
0001983736
Entity Tax Identification Number
88-2864075
Entity Incorporation, State or Country Code
NV
Entity Address, Address Line One
The
Plaza
Entity Address, Address Line Two
1800 Century Park East
Entity Address, Address Line Three
Suite 600
Entity Address, City or Town
Los
Angeles
Entity Address, State or Province
CA
Entity Address, Postal Zip Code
90067
City Area Code
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Local Phone Number
229-5981
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Security Exchange Name
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