DHC Acquisition (DHCA) - 2025 Q1 - Quarterly Results

DEFINITIONS This section establishes foundational definitions for the Line of Credit Agreement, covering key terms and default conditions Key Definitions This section defines critical terms for the Line of Credit Agreement, including maximum principal, maturity date, and default conditions - The agreement is effective as of June 5, 2025, between Corps Capital Advisors, LLC (Lender) and Brand Engagement Network, Inc. (Borrower)[2] - The Borrower seeks a line of credit up to $3,500,000.00, and the Lender is willing to extend this financing based on the Borrower's representations[8] Key Definitions Table | Term | Definition | | :--- | :--- | | Line of Credit | Maximum principal amount of $3,500,000.00 | | Maturity Date | Six months from the Effective Date, when all sums are due and payable | | Default | Occurrence and continuance of events listed in Sections 6.1 or 6.2 | | Material Adverse Event | Any circumstance or event reasonably expected to have a material adverse effect on Borrower's financial condition or Business | AMOUNT AND TERMS OF LINE OF CREDIT This section details the line of credit's financial terms, including maximum amount, interest, fees, and advance procedures Line of Credit Details This section outlines the line of credit's core financial terms, including maximum amount, interest, fees, advance process, and prepayment Line of Credit Financial Terms | Feature | Detail | | :--- | :--- | | Maximum Amount | $3,500,000.00 (Principal Indebtedness) | | Interest Rate | 10% per annum on outstanding Advances | | Structuring Fee | $10,000.00 | | Payment Due Date | Maturity Date for Principal Indebtedness, Interest, and Structuring Fee | - All advances require unanimous approval by Borrower's Special Line of Credit Committee, comprising Thomas Morgan (Board Member) and Walid Khiari (CFO)[12] - Borrower can prepay the principal and accrued interest at any time without penalty[14] - The Maturity Date can be extended for an additional six months with mutual written consent[15] ADDITIONAL AGREEMENTS OF THE BORROWER This section outlines the Borrower's essential conditions precedent for fund disbursement, primarily document execution Conditions Precedent to Disbursement This section specifies conditions for fund disbursement, primarily requiring execution and delivery of all Line of Credit Documents - Prior to disbursement, the Borrower must execute and deliver all Line of Credit Documents to the Lender[17][18] - The Borrower must also deliver any other items, documents, and evidence pertaining to the Line of Credit as reasonably requested by the Lender[18] REPRESENTATIONS AND WARRANTIES This section details the Borrower's assurances regarding legal capacity, compliance, and absence of undisclosed issues Borrower's Representations and Warranties This section details the Borrower's assurances to the Lender regarding its legal capacity, compliance, absence of brokers, and lack of undisclosed legal proceedings - The Borrower represents it has full legal authority to execute and perform its obligations under the Agreement and other Line of Credit Documents[20] - The Borrower warrants that entering into this Agreement will not violate or conflict with its organizational documents, any existing contracts, or governmental laws/orders[21] - The Borrower confirms that no broker, finder, or agent is entitled to any fee in connection with this Agreement[22] - There are no undisclosed pending or threatened legal proceedings against the Borrower[23] COVENANTS This section outlines the Borrower's ongoing obligations, including financial reporting and restrictions on corporate actions Borrower's Ongoing Obligations This section outlines the ongoing commitments of the Borrower as long as any principal or interest remains outstanding - The Borrower must furnish financial and other information to the Lender as reasonably requested for compliance administration[25] - The Borrower must promptly notify the Lender in writing of any event that could constitute a Default or any changes in financial condition that may result in a Material Adverse Event[26] - The Borrower is prohibited from liquidating, dissolving, merging (unless previously disclosed), or selling substantially all assets without the Lender's prior written consent[28] DEFAULT; REMEDIES This section defines events of default, notice requirements, and the Lender's available remedies upon non-compliance Events of Default and Lender's Remedies This section defines events that constitute a default, distinguishing between those requiring notice and those that do not, and details the Lender's rights and remedies - Events of Default not requiring notice include failure to pay principal or interest (after a 30-business-day cure period) and voluntary bankruptcy or insolvency proceedings (if not dismissed within 60 days)[30][31] - For monetary and nonmonetary defaults, the Lender must provide written notice, and the Borrower is given an opportunity to cure within an applicable period, with potential extensions for nonmonetary defaults under specific conditions[32][33] - Upon an uncured Event of Default, the Lender may declare the outstanding Principal Indebtedness immediately due and payable[34] - The Lender may exercise any other available remedies, which are cumulative and not exclusive[36] - The Borrower is responsible for all of Lender's reasonable fees and costs incurred in preparing the agreement and, in case of default, all collection costs including attorney's fees[37] MISCELLANEOUS This section covers general provisions including amendments, assignments, notices, governing law, and jury trial waiver General Provisions This section covers various general provisions governing the agreement, including rules for amendments, waivers, assignment, notices, and legal interpretation - The Agreement can only be modified or amended by a written instrument signed by both Lender and Borrower, with no oral changes permitted[40] - Neither party may assign its rights or obligations without the prior written consent of the other party[43] - Notices must be in writing and delivered by personal service, nationally-recognized overnight courier, or email[44] - The Agreement is governed by the laws of the state of Delaware[48] - In case of inconsistency, this Agreement controls over other Line of Credit Documents[49] - Both Borrower and Lender jointly and severally waive any right to trial by jury in any action or proceeding related to this instrument or the Line of Credit Documents[52] - This Agreement and the Line of Credit Documents constitute the final expression of the agreement[53] - Digital signatures are considered legally equivalent to original signatures[53]