EXHIBIT 4.30

 

OMNIBUS AMENDMENT TO SECURITIES 

PURCHASE AGREEMENT AND 

CONVERTIBLE PROMISSORY NOTE

 

This OMNIBUS AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORYNOTE (the “Amendment” ) is dated and effective as of the June 30, 2025 (the “Amendment Effective Date”), by and among GIVBUX, INC., a Nevada corporation (the “Company”) and KIPS BAY SELECT LP, a Delaware limited partnership, or registered assigns (the “Holder”).

 

RECITALS

 

WHEREAS, the Company and the Holder entered into and executed that certain Securities Purchase Agreement dated as of May 7, 2025 (such Securities Purchase Agreement, together with all renewals, extensions, future advances, further amendments, modifications, substitutions, or replacements thereof, collectively referred to as the “Purchase Agreement”); and

 

WHEREAS, pursuant to the Purchase Agreement, the Company executed and delivered to Holder a Convertible Promissory Note, dated as of May 7, 2025, in an aggregate principal amount of up to Five Hundred Sixty-Six Thousand Six-Hundred Sixty-Six and 68/100 Dollars ($566,666.68) (the “Original Note”); and

 

WHEREAS, in connection with the Purchase Agreement and the Original Note the Company and its Subsidiaries executed and delivered to Holder various ancillary documents referred to in the Purchase Agreement (the “Transaction Documents”); and

 

WHEREAS, each of the Holder and the Company desire to amend to amend the Purchase Agreement, the form of Note attached Exhibit A to the Purchase Agreement and the Original Note in certain respects.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:

 

1. Recitals. The recitations set forth in the preamble of this Amendment are true and correct and incorporated herein by this reference.

 

2. Capitalized Terms. All capitalized terms used in this Amendment shall have the same meaning ascribed to them in the Purchase Agreement, except as otherwise specifically set forth herein. In addition.

 

3. Conflicts. In the event of any conflict or ambiguity by and between the terms and provisions of this Amendment and the terms and provisions of the Purchase Agreement, the terms and provisions of this Amendment shall control, but only to the extent of any such conflict or ambiguity.

 

4. Amendments to Purchase Agreement.

 

 

(a)

Section 1 of the Purchase Agreement is hereby amended by deleting the definition of "Commitment Shares″ and replacing the same with the following:

 

 

 

 

 

“Commitment Shares” means an amount of shares of Common Stock equal to $555,555.55 divided by the lower of: (i) closing price of the Common Stock on the date hereof and (ii) the lowest trading price within ten (10) trading days following the earlier of the date the Initial Registration Statement is declared effective or such date as the Conversion Shares issuable in respect of the Note issued in the Initial Note may be sold without restriction under Rule 144.

  

 
Page 1

 

 

 

(b)

Section 2.1 of the Purchase Agreement is hereby deleted and replaced in its entirety with the following:

 

 

 

 

 

 

2.1 Purchase and Sale of the Notes and the Warrants. 2.1 Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, (i) convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note” and collectively, the “Notes”) in an amount up to the principal amount set forth on the signature page hereto executed by such Investor, and (ii) Common Stock purchase warrants in the form attached hereto as Exhibit B (each, a “Warrant” and together, the “Warrants”) entitling the holder to purchase an amount of shares of Common Stock equal to the applicable Warrant Share Amount. Subject to the terms and conditions set forth herein, the sale and purchase of Notes and Warrants shall be conducted in up to fourteen tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an initial Tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of Five Hundred Sixty Six Thousand Six Hundred Sixty Six and 68/100 Dollars ($566,666.68) and including an aggregate original issue discount of Fifty Six Thousand Six Hundred Sixty Six and 68/100 United States Dollars ($56,666.68), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of shares of Common Stock equal to the aggregate Warrant Share Amount with respect to all the Notes, (y) up to a subsequent fourteen Tranches (each, a “Subsequent Tranche”), of (A) second tranche of an aggregate Principal Amount of Notes of One Hundred Thirty-Eight Thousand Eight Hundred Eighty-Eight and 89/100 Dollars ($138,888.89) including an aggregate original issue discount of Thirteen Thousand Eight Hundred Eighty-Eight and 89/100 United States Dollars ($13,888.89), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche, (B) a third tranche of an aggregate Principal Amount of Notes of Six Hundred Seventy-Two Thousand Two Hundred Twenty Two and 22/100 Dollars ($672,222.22) including an aggregate original issue discount of Sixty-Seven Thousand Two Hundred Twenty-Two and 22/100 United States Dollars ($67,222.22), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Notes, and (C) twelve additional Tranches of an aggregate Principal Amount of Notes of Eight Hundred Eleven Thousand One Hundred Eleven and 11/100 Dollars ($811,111.11) each and each including an aggregate original issue discount of Eighty One Thousand One Hundred Eleven and 11/100 United States Dollars ($81,111.11), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche. The purchase price of each Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Transaction Documents, the aggregate Principal Amounts of all the Notes, shall be referred to together as, the “Aggregate Principal Amount; and the aggregate original issue discounts of the Notes shall be referred to together as, the “OID. Notwithstanding, the foregoing the Lead Investor in its sole distraction may elect to increase or decrease the principal amount of any Tranche (with a proportional increase or decrease of the OID for such Tranche); provided that the Aggregate Principal Amount for all Tranches shall not exceed Eleven Million One Hundred Eleven Thousand One Hundred Eleven and 11/100 Dollars ($11,111,111.11).

 

 

 

 

(c)

The form of Note attached to the Purchase Agreement as Exhibit A is hereby replaced with Exhibit A hereto.

 

5. Amendments to Original Note. Section 5.13(a) of the Original Note is hereby deleted and replaced with the following:

 

 

(a)

“Conversion Price” means the lesser of (i) the closing price of the Common Stock on the Trading Market on the Issuance Date and (ii) 80% of the lowest VWAP over the ten (10) Trading Day period ending on the date the Conversion Notice is delivered, subject to adjustment as provided herein.

  

 
Page 2

 

 

6. No further Waiver of Closing Conditions; Commitment Shares. The Company and the Holder have agreed that the Company shall issue and the Holder shall purchase a Note in the second Tranche on the date hereof in the aggregate principal amount One Hundred Thirty-Eight Thousand Eight Hundred Eighty-Eight and 89/100 Dollars ($138,888.89) for a purchase price of One Hundred Twenty-Five Thousand and zero/100 Dollars ($125,000.00) (the “Second Tranche Note”). While by its acceptance of the Second Tranche Note the Holder has agreed to waive certain of the closing conditions and closing deliverables required in the Purchase Agreement for each Subsequent Tranche in relation to such second Tranche, such acceptance shall not be deemed to be a waiver of any closing deliverables or closing conditions for any Subsequent Tranche nor shall such acceptance be deemed to be a waiver by the Holder of any rights or remedies that the Holder may hold as of the date hereof under any of the Transaction Documents all of which the Holder explicitly reserves, including with respect to the Event of Default which has occurred under the Original Note for failing to file the Initial Registration Statement as required under the Registration Rights Agreement. Nothing herein shall be deemed to require the Holder to return any Commitment Shares which have been issued to the Holder prior to the date hereof, which the Company hereby agrees that the Holder has earned in their entirety.

 

7. Representations and Warranties. The Company hereby confirm and affirm that all representations and warranties made by the Company under the Purchase Agreement and all other Transaction Documents are true, correct and complete in all material respects as of the date of the Purchase Agreement, and hereby confirm and affirm that all such representations and warranties remain true, correct and complete in all material respects as of the date of this Amendment, and by this reference, the Company does hereby re-make each and every one of such representations and warranties herein as of the date of this Amendment, as if each and every one of such representations and warranties was set forth and re-made in its entirety in this Amendment by the Company, as same may be qualified by revised disclosure schedules attached to this Amendment, if any (if no revised disclosures are attached to this Amendment, then no such revised disclosure schedules shall be deemed to exist or to qualify any of the representations and warranties hereby re-made).

 

8. Affirmation. The Company hereby affirm all of its obligations to the Holder under all of the Transaction Documents and agree and affirm as follows: (i) that as of the date hereof, the Company has performed, satisfied and complied in all material respects with all the covenants, agreements and conditions under each of the Transaction Documents to be performed, satisfied or complied with by the Company; (ii) that the Company shall continue to perform each and every covenant, agreement and condition set forth in each of the Transaction Documents and this Amendment, and continue to be bound by each and all of the terms and provisions thereof and hereof; (iii) that as of the date hereof, no default or Event of Default has occurred or is continuing under the Purchase Agreement or any other Transaction Document, and no event has occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under the Purchase Agreement or any other Transaction Document; and (iv) that as of the date hereof, no event, fact, or other set of circumstances has occurred which could reasonably be expected to have, cause, or result in a Material Adverse Effect.

 

9. Ratification. The Company hereby acknowledges, represents, warrants and confirms to Holder that: (i) each of the Transaction Documents executed by the Company is a valid and binding obligations of the Company and its Subsidiaries, enforceable against the Company and its Subsidiaries in accordance with their respective terms; (ii) the Replacement Note, and all other obligations of the Company under the Purchase Agreement, all other Transaction Documents and this Amendment, shall be and continue to be and remain guaranteed by the Guarantee; and (iii) no oral representations, statements, or inducements have been made by Holder, or any agent or representative of Holder, with respect to the Purchase Agreement, this Amendment, the Replacement Note or any other Transaction Document.

  

 
Page 3

 

 

10. Holder's Conduct. As of the date of this Amendment, the Company hereby acknowledges and admits that: (i) the Holder has acted in good faith and has fulfilled and fully performed all of its obligations under or in connection with the Purchase Agreement or any other Transaction Document; and (ii) that there are no other promises, obligations, understandings or agreements with respect to the Purchase Agreement or the other Transaction Documents, except as expressly set forth herein, or in the Purchase Agreement and the other Transaction Documents.

 

11. Redefined Terms The term "Transaction Documents," as defined in the Purchase Agreement and as used in this Amendment, shall be deemed to refer to and include the Replacement Note, this Amendment, and all other documents or instruments executed in connection with this Amendment and the execution and delivery of the Replacement Note.

 

12. Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to the Holder:

 

(a) Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Company of this Amendment, the Replacement Note, and all other documents executed and delivered in connection herewith and therewith, and the performance by Company of all of its obligations hereunder and thereunder, have been duly and validly authorized and approved by the Company and its board of directors, managers, members, shareholders, and other Persons pursuant to all applicable laws, and no other corporate or company action or consent on the part of the Company or its board of directors, stockholders, members, managers, or any other Person, is necessary or required by the Company to execute this Amendment, the Replacement Note, and the documents executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of the Company's obligations hereunder and thereunder. This Amendment, the Replacement Note, and each of the documents executed and delivered in connection herewith and therewith have been duly and validly executed by the Company (and the Person executing this Amendment, the Replacement Note, and all such other documents for the Company is duly authorized to act and execute same on behalf of Company) and constitute the valid and legally binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

  

 
Page 4

 

 

13. Effect on Agreement and Transaction Documents. Except as expressly amended by this Amendment, all of the terms and provisions of the Purchase Agreement and the Transaction Documents shall remain and continue in full force and effect after the execution of this Amendment, are hereby ratified and confirmed, and incorporated herein by this reference.

 

14. No Waiver. For the avoidance of doubt, neither this Amendment, nor shall Holder's agreement to purchase the Note in the second Tranche, be deemed or construed in any manner as a waiver by the Holder of any claims, Proceedings, defaults, Events of Default, breaches or misrepresentations by the Company under the Purchase Agreement, any other Transaction Documents, including with respect to the Event of Default which has occurred under the Original Note for failing to file the Initial Registration Statement as required under the Registration Rights Agreement or any of Holder's rights or remedies in connection therewith.

 

15. Execution. This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Amendment. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or ".pdf" signature page was an original thereof.

 

16. Document Review and Legal Fees. The Company agrees to pay to the Holder or its counsel a legal fee equal to Five Thousand Hundred Dollars ($5,000.00) for the preparation, negotiation and execution of this Amendment and all other documents in connection herewith, which shall be due and payable by the Company upon execution of this.

 

[Signatures on the following page]

  

 
Page 5

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.

 

The Company:

 

GIVBUX, INC., 

a Nevada corporation

 

By:

/s/ Michael Arnkvarn

 

Name: 

Michael Arnkvarn

 

Title: 

Director

 

  

 
Page 6

 

 

The Holder:

 

KIPS BAY SELECT LP, 

a Delaware limited liability partnership

 

By:

                      

 

Name:

 

 

Title:

 

 

  

 
Page 7

 

 

EXHIBITA

 

FORM OF CONVERTIBLE NOTE

 

 
Page 8