HLSQ 8-K
Tessera Defense & Homeland Security Inc. (HLSQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 5, 2026, Tessera Defense and Homeland Security Inc. (the “Company”) entered into a Line of Credit Agreement (the “Credit Agreement”) with Mandragola Ltd., a company formed under the laws of the State of Israel (“Mandragola”), pursuant to which Mandragola agreed to make available to the Company and its operating subsidiaries a revolving line of credit in an aggregate principal amount of up to $5,000,000 (the “New Credit Line”). The New Credit Line is in addition to, and does not replace, the $2,000,000 revolving line of credit established under the Line of Credit Agreement between the Company and Mandragola dated May 13, 2026 (the “Credit Line”), which remains in effect. As of the date of this report, no principal amount is outstanding under the Credit Line.
Advances under the New Credit Line may be requested from time to time by the Company or any of its operating subsidiaries on two business days’ written notice, and may be repaid and reborrowed. Each advance is evidenced by a convertible promissory note in the form attached to the Credit Agreement (each, a “Note”). Amounts advanced bear simple interest at an annual rate of 12% and may be prepaid at any time without penalty or premium. Each Note matures on October 5, 2029. Upon an event of default, which is limited to a payment default continuing fifteen business days after written notice and bankruptcy or insolvency events, Mandragola may accelerate all amounts outstanding, and amounts then due bear default interest at the lesser of 15% per annum and the maximum rate permitted by law.
Mandragola or any subsequent holder of a Note may elect at any time to convert all or any portion of the unpaid principal and accrued interest under a Note into shares of the Company’s common stock at a conversion price per share equal to the lower of (i) the lowest closing price of the common stock on the NYSE American during the five trading days immediately preceding delivery of the notice of conversion and (ii) $1.00 (the “Conversion Price”), subject to proportionate adjustment for stock splits, stock dividends, combinations and similar events. The Conversion Price is not subject to any other anti-dilution adjustment. No warrants or other securities were issued to Mandragola in connection with the New Credit Line.
The Notes provide that the aggregate number of shares of common stock issued upon conversion of the Notes, together with any shares issued in any related issuance, may not exceed 19.99% of the Company’s outstanding common stock unless and until the Company obtains stockholder approval in accordance with the rules of the NYSE American LLC (the “Exchange Cap”). The Company has agreed to use commercially reasonable efforts to obtain such stockholder approval if required. No shares of common stock may be issued upon conversion of any Note until the NYSE American has authorized the Company’s supplemental listing application in respect of such shares.
The foregoing descriptions of the Credit Agreement and the form of Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Credit Agreement and the form of Note, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. As of the date of this report, no advances have been made under the New Credit Line. Advances made under the New Credit Line from time to time will not be separately reported under this Item 2.03 unless required by applicable rules.
Item 3.02 Unregistered Sales of Equity Securities
Between September 29, 2026 and October 2, 2026, the Company issued 2,690,500 restricted shares of common stock to Mandragola, consisting of (i) 200,000 shares (the “Conversion Shares”) issued to Mandragola upon the full conversion of a convertible promissory note issued under the Credit Line and (ii) 2,490,500 shares (the “Warrant Shares”) issued in four tranches upon cashless exercises by Mandragola of portions of the five-year warrant issued (the “DFSL Warrant”) to Mandragola on April 13, 2026 in connection with the Company’s acquisition of a 60% interest in Dr. Frucht Systems Ltd. (“DFSL”).
As previously disclosed, on May 13, 2026, the Company and Mandragola entered into a Line of Credit Agreement establishing a revolving line of credit of up to $2,000,000 (the “Credit Line”) available to the Company or any operating subsidiary. Each advance is evidenced by a convertible promissory note bearing simple annual interest at 12% and convertible into shares of the Company’s common stock at the closing price of the common stock on the trading day immediately preceding delivery of the notice of conversion. The Conversion Shares were issued on September 29, 2026 upon the conversion of $95,020 in principal amount of a note issued under the Credit Line at a conversion price of $0.4751 per share.
Under the terms of the DFSL Warrant, Mandragola or any holder is entitled at any time to exercise the DFSL Warrant on a cashless basis and receive, for each warrant share surrendered, a number of shares of common stock equal to the Black-Scholes value of the warrant share, calculated using the fixed inputs set out in the DFSL Warrant, using the lower of the two closing bid prices of the Company’s common stock in the two trading days preceding the exercise, subject to a floor of $0.01 per share (as adjusted). The DFSL Warrant may not be exercised to the extent that Mandragola, together with its affiliates, would beneficially own more than 9.99% of the Company’s outstanding common stock after the exercise.
The Conversion Shares and the Warrant Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The shares are “restricted securities” within the meaning of Rule 144 under the Securities Act.
As of October 2, 2026, after giving effect to the issuances described above and to shares sold under the Company’s at-the-market offering program, the Company had 8,920,240 shares of common stock outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of 12% Convertible Promissory Note | |
| 10.1 | Line of Credit Agreement, dated as of October 5, 2026, between the Company and Mandragola | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TESSERA DEFENSE AND HOMELAND SECURITY INC. | ||
| Date: | October 5, 2026 | |
| By: | /s/ Michael Oster | |
| Name: | Michael Oster | |
| Title: | Chief Executive Officer | |
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Exhibit 4.1
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED UNDER THE ACT AND UNDER THE LAWS OF THE STATES WHERE EACH SALE IS MADE, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE IN THE OPINION OF COUNSEL SATISFACTORY TO THE BORROWER.
FORM OF CONVERTIBLE PROMISSORY NOTE
FOR VALUE RECEIVED, ______________, a company formed under the laws of [______________] (the “Borrower”), hereby promises to pay to Mandragola Ltd. a company formed under the laws of the State of Israel (the “Holder”), the aggregate principal amount of the Loan (as defined below) which is outstanding from time to time and evidenced hereby as set forth below.
Upon at least two (2) business days’ prior written notice to the Holder, the Borrower may borrow from the Holder, and the Holder shall advance to the Borrower, such amount that is so requested by the Borrower; provided, however, that the aggregate principal amount outstanding under this Note, together with all other notes issued under the Credit Agreement, shall not exceed $5,000,000.00 at any given time and the Holder shall not be obligated to make any advances if an Event of Default has occurred and is continuing. The principal amount borrowed and outstanding under this Note is sometimes referred to herein as the “Loan”.
The Loan is being made in connection with the transactions contemplated by the Line of Credit Agreement dated as of October 5, 2026 (the “Credit Agreement”) between Tessera Defense and Homeland Security Inc., a Delaware corporation (“Tessera”), and Holder.
The outstanding amount of the Loan shall be due and payable on or before October 5, 2029 (the “Maturity Date”).
Upon the occurrence and during the continuance of any Event of Default (as defined in the Credit Agreement), the amounts then due and payable under this Note (including the entire principal if such payments are accelerated at the election of the Holder) shall bear interest equal to the lesser of (a) the maximum amount permitted to be charged under applicable law or (b) fifteen (15%) percent per annum from the due date thereof until paid in full or such Event of Default has been cured or waived (the “Default Interest Rate”).
The following additional terms shall apply to this Note:
ARTICLE I
GENERAL
1.1 Interest Rate. Interest on the outstanding amount of the Note shall accrue at the simple annual interest rate of 12%.
1.2 Payment Records. The amount, date and unpaid balance of the Loan shall be as evidenced by the applicable books and records of the Holder, which shall be conclusive evidence thereof in the absence of manifest error. The Holder is hereby authorized to endorse such particulars of the Loan on the grid attached hereto.
1.3 Payment on Non-Business Day. If this Note, or any payment hereunder, falls due on a Saturday, Sunday or a public holiday in Israel, this Note shall fall due or such payment shall be made on the next succeeding business day.
1.4 Cost of Collection. If any payment due hereunder is not paid when due, the Borrower agrees to pay all costs of collection, including attorney’s fees, all of which shall be added to the amount due hereunder, such charges to bear interest at the Default Interest Rate. In addition, if this Note is referred by Holder to any attorney for collection, the Borrower shall pay all attorney fees incurred by Holder therefor.
1.5 Prepayment. The Borrower may prepay all or part of this Note without penalty or premium.
ARTICLE II
CONVERSION
2.1 Conversion Right; Conversion Price. The Holder may elect at any time to convert all or any portion of the unpaid principal balance of the Note and all accrued and unpaid interest thereon into shares of the common stock of Tessera (the “Common Stock”) at a price per share equal to the Conversion Price (such shares referred to as the “Conversion Stock”), subject to adjustment as herein provided, upon written notice to Tessera of the Holder’s election to convert any portion of such unpaid principal balance.
As used herein, “Conversion Price” shall be on a per share basis the lower of (i) the lowest closing price of the Common Stock on the Trading Market during the five trading days immediately preceding delivery of the notice of conversion and (ii) $1.00. Conversion Stock shall be issued as book entry shares and no physical certificates shall be issued. No fractional shares of Conversion Stock shall be issued upon conversion of this Note. In lieu of such fractional shares, Tessera shall round to the nearest share with each half share rounded up to the nearest share. “Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: OTC Markets, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).
2.2 Exchange Cap. Notwithstanding any other provision of this Note, in no event shall the aggregate number of shares of Common Stock issued upon conversion of this Note, when aggregated with shares of Common Stock issued in any related issuance (including the conversion of any other promissory note or convertible instrument issued by the Borrower), exceed 19.99% of the Common Stock outstanding on the date of the Credit Agreement, unless and until Tessera obtains the requisite stockholder approval under the rules of the NYSE American LLC. No Conversion Stock shall be issued until the NYSE American has authorized a supplemental listing application covering such shares. If needed, Tessera covenants to use commercially reasonable efforts to obtain such stockholder approval as promptly as practicable following the date of this Note.
2.3 Form of Conversion Stock; Legend. Conversion Stock shall be issued as book-entry shares (no physical certificates) and shall bear a customary restrictive legend reflecting that the Conversion Stock is being issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506(b) of Regulation D thereunder.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to the Holder that:
3.1.1 Organization, Good Standing and Qualification. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.
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3.1.2 Authorization. All organizational action on the part of the Borrower, its officers and directors necessary for the authorization, execution and delivery of this Note and the performance of all obligations of the Borrower hereunder has been taken and the Note constitutes valid and legally binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms.
3.1.3 Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Borrower is required in connection with the consummation of the transactions contemplated by this Note.
3.1.4 Compliance with Other Instruments. The Borrower is not in violation or default of any provisions of its Articles of Incorporation or By-laws or of any material instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound or of any provision of federal or state statute, rule or regulation applicable to the Borrower. The execution, delivery and performance of this Note and the consummation of the transactions contemplated hereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event which results in the creation of any lien, charge or encumbrance upon any assets of the Borrower.
3.2 Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Borrower and Tessera that:
3.2.1 Organization, Good Standing and Qualification. The Holder is a corporation duly organized, validly existing and in good standing under the laws of the State of Israel.
3.2.2 Authorization. All organizational action on the part of the Holder, its officers and directors necessary for the authorization, execution and delivery of this Note and the performance of all obligations of the Holder hereunder has been taken and the Note constitutes valid and legally binding obligations of the Holder, enforceable against the Holder in accordance with its terms.
3.2.3 Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Holder is required in connection with the consummation of the transactions contemplated by this Note.
3.2.4 Compliance with Other Instruments. The Holder is not in violation or default of any provisions of its Articles of Incorporation or By-laws or of any material instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound or of any provision of federal or state statute, rule or regulation applicable to the Holder. The execution, delivery and performance of this Note and the consummation of the transactions contemplated hereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event which results in the creation of any lien, charge or encumbrance upon any assets of the Holder.
3.2.5 Securities Representations. The Holder (a) is an “accredited investor”, as defined in Rule 501(a) of Regulation D under the Securities Act; (b) is acquiring this Note (and any Conversion Stock issued hereunder) for its own account, for investment purposes only, and not with a view to or for sale in connection with any distribution thereof in violation of the Securities Act; (c) has access to such information concerning Tessera as it deems necessary, including the filings made by Tessera with the U.S. Securities and Exchange Commission, and has had the opportunity to ask questions of Tessera’s management; (d) is able to bear the economic risk of the investment, including a complete loss thereof; and (e) understands that this Note (and any Conversion Stock) constitute restricted securities under Rule 144 of the Securities Act and will bear a customary restrictive legend.
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ARTICLE IV
MISCELLANEOUS
4.1 Adjustments to Conversion Price. Without limiting any provision hereof, if Tessera at any time on or after the date hereof subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without Limiting any provision hereof, if Tessera at any time on or after the date hereof combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 4.1 shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 4.1 occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.
4.2 Failure or Indulgency Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.
4.3 Notices. All notices or other communications given or made hereunder shall be in writing and shall be deemed delivered the day such notice is delivered by personal service or mailed by overnight courier to the party to receive the same at its last known address or to such other address as either party shall hereafter give to the other by notice duly made under this Section 4.3.
4.4 Amendment. This Note shall only be amended by a writing signed by both parties hereto.
4.5 Assignability. The Borrower may not assign the rights and obligations under this Note to a third party without the prior written consent of the Holder. The Holder may assign its rights hereunder without the prior consent of the Borrower. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns.
4.6 Governing Law. This Note has been executed in and shall be governed by the internal laws of the State of Delaware, without regard to the principles of conflict of laws.
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IN WITNESS WHEREOF, the parties have caused this Note to be signed in its name by its duly authorized officer on this ____ day of ________.
| [BORROWER] | |||
| By: | |||
| Name: | |||
| Title: | |||
| MANDRAGOLA LTD. | |||
| By: | |||
| Name: | |||
| Title: | |||
Acknowledged and agreed, including as to the obligation to issue Conversion Stock under Article II:
| TESSERA DEFENSE AND HOMELAND SECURITY INC. | ||
| By: | ||
| Name: | Michael Oster | |
| Title: | Chief Executive Officer | |
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GRID for PROMISSORY NOTE
| Date | Amount Advanced | |
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Exhibit 10.1
AGREEMENT
This Agreement (this “Agreement”) dated as of October 5, 2026 is by and between Tessera Defense and Homeland Security Inc., a Delaware corporation (“Tessera” or the “Company”), and Mandragola Ltd., an Israeli company (“Mandragola”).
WHEREAS, the parties are parties to the Stock Purchase & Assignment Agreement dated April 13, 2026 (the “SPA”) pursuant to which the Company purchased from Mandragola 100% of Mandragola’s shareholdings in Dr. Frucht Systems Ltd. (“DFSL”), representing 60% of the issued and outstanding voting equity capital of DFSL on a fully diluted basis; and
WHEREAS, pursuant to the terms of the SPA, Mandragola agreed to provide to Tessera a credit line in an amount and on terms to be mutually agreed upon, to be utilized for the development and expansion of the business of Tessera, including the operation of DFSL;
WHEREAS, on May 13, 2026 the parties entered into a Line of Credit Agreement (the “Prior Credit Agreement”) regarding the terms of borrowings to be made available to Tessera and its subsidiaries with a committed amount of up to $2,000,000; and
WHEREAS, the parties wish to enter into a new credit agreement for a committed amount of up to $5,000,000, which shall run alongside the Prior Credit Agreement and shall not supersede the Prior Credit Agreement.
NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
1. Line of Credit. Mandragola hereby establishes a line of credit (the “Credit Line”) to be available to Tessera or any operating subsidiary of Tessera, including without limitation, Tessera Defense and Homeland Security Israel Ltd., DFSL and Zorronet Ltd. (each of which shall hereinafter be referred to as “Borrower”) in the aggregate principal amount of up to Five Million and 00/100 Dollars ($5,000,000.00) (the “Credit Limit”). Any Borrower shall have the right to borrow, prepay, and reborrow, an amount up to the Credit Limit. In connection herewith, Borrower shall execute and deliver to Mandragola a convertible promissory note reflecting the draw down on the Credit Line up to a maximum of the Credit Limit and in the form annexed hereto as Exhibit A (the “Note”). All sums advanced on the Credit Line or pursuant to the terms of this Agreement (each an “Advance”) shall accrue interest at the annual rate of 12% and be convertible into shares of common stock of Tessera at the Conversion Price in accordance with Section 3. Each Note shall mature on the date set forth in the Note.
2. Advances. Any request for an Advance may be made from time to time and in such amounts as Borrower may choose; provided, however, any requested Advance will not, when added to the outstanding principal balance of all previous Advances, exceed the Credit Limit. A request for an Advance shall be made by Borrower in a written notice (the “Request Notice”) to Mandragola at least two (2) business days prior to the date that Borrower desires to receive an Advance. Mandragola shall disburse to Borrower the requested Advance on or before the date specified in Borrower’s Request Notice. Mandragola may refuse to make any requested Advance if an Event of Default (as defined below) has occurred and is continuing hereunder either at the time the Request Notice is given or the date the Advance is to be disbursed, by providing written notice to Borrower of such refusal (which notice shall also specify the Event of Default upon which such refusal is based) no later than the date on which the Advance is to be disbursed to Borrower. On the Maturity Date (as defined in the Note), Borrower shall pay, and there shall be due and payable, the entire unpaid principal balance, together with any accrued interest and other unpaid charges or fees hereunder. Borrower may prepay principal at any time without penalty or premium.
3. Conversion Right; Conversion Price. Mandragola or any holder of a Note may elect at any time to convert all or any portion of the unpaid principal balance of the Note and all accrued and unpaid interest thereon into shares of the common stock of Tessera (the “Common Stock”) at a price per share equal to the Conversion Price (such shares referred to as the “Conversion Stock”), subject to adjustment as herein provided, upon written notice to Tessera of the holder’s election to convert any portion of such unpaid principal balance. Tessera agrees to issue the Conversion Stock upon any such conversion, whether the Borrower under the applicable Note is Tessera or a subsidiary of Tessera.
As used herein, “Conversion Price” shall be on a per share basis the lower of (i) the lowest closing price of the Common Stock on the Trading Market during the five trading days immediately preceding delivery of the notice of conversion and (ii) $1.00. Conversion Stock shall be issued as book entry shares and no physical certificates shall be issued. No fractional shares of Conversion Stock shall be issued upon conversion of this Note. In lieu of such fractional shares, Tessera shall round to the nearest share with each half share rounded up to the nearest share. “Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: OTC Markets, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing). The conversion of any Note is subject to the Exchange Cap set forth in Section 2.2 of the Note and to the authorization by the NYSE American of a supplemental listing application covering the Conversion Stock.
4. Events of Default. An “Event of Default” will occur if any of the following events occurs: (a) failure to pay any principal or interest hereunder within fifteen (15) business days after written notice by Mandragola of Borrower’s failure to make such payment when due; and (b) filing by or against Borrower, as the case may be, of a voluntary or involuntary petition in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any other relief under the Bankruptcy Code as amended or under any other insolvency act or law, state or federal, now or hereafter existing.
5. Remedies. Upon the occurrence of an Event of Default, Mandragola may declare the entire unpaid principal balance, together with accrued interest thereon, to be immediately due and payable without presentment, demand, protest, or other notice of any kind. Mandragola may suspend or terminate any obligation it may have hereunder to make additional Advances. To the extent permitted by law, Borrower waives any rights to presentment, demand, protest, or notice of any kind in connection with this Agreement. No failure or delay on the part of Mandragola in exercising any right, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any other rights or remedies provided at law or in equity.
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6. Miscellaneous.
6.1 Notices. All notices or other communications required or permitted hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given (a) if by personal delivery, when so delivered, (b) if mailed, three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below, (c) if given by facsimile, once such notice is transmitted to the facsimile number specified below and the appropriate answer back or telephonic confirmation is received, or (d) if sent through an overnight delivery service in circumstances to which such service guarantees next day delivery, the day following being so sent:
(i) If to Mandragola:
8 Ha’Gavish Street, 5th Floor
Netanya, Israel
Email: [email protected]
Attn: Gur Aryeh Segal
(ii) If to a Borrower, to its address on the Request Notice with a copy to:
Tessera Defense and Homeland Security Inc.
Email: [email protected]
Attn: Michael Oster
Any party may change the address to which notices and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.
6.2 Choice of Law. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Delaware and the federal laws of United States applicable therein, without giving effect to principles of conflicts of law.
6.3 Waiver of any and all Rights to a Trial by Jury. All parties to this Agreement unconditionally, irrevocably and expressly waive all rights to trial by jury in any action, proceeding, suit, counterclaim or cross-claim in any matter (whether sounding in tort, contract or otherwise) in any way arising out of or otherwise relating to this Agreement or the transaction or the relationships established hereunder. All parties confirm that the foregoing waiver of a trial by jury is informed and freely made.
6.4 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties in respect of the transactions contemplated hereby and supersedes all prior agreements, arrangements and understandings of the parties relating to the subject matter hereof. No representation, promise, inducement, waiver of rights, agreement or statement of intention has been made by any of the parties which is not expressly embodied in this Agreement, such other agreements, notes or instruments related to this transaction executed simultaneously herewith, or the written statements, certificates, schedules or other documents delivered pursuant to this Agreement or in connection with the transactions contemplated hereby.
6.5 Assignment. Each party’s rights and obligations under this Agreement shall not be assigned or delegated, by operation of law or otherwise, without the other party’s prior consent, and any such assignment or attempted assignment shall be void, of no force or effect, and shall constitute a material default by such party.
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6.6 Amendments. This Agreement may be amended, modified, superseded or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by Mandragola and Tessera, or in the case of a waiver, by the party waiving compliance.
6.7 Waivers. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by any party of any condition, or the breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other term, covenant, representation or warranty of this Agreement.
6.8 Execution. This Agreement may be executed by facsimile and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
6.9 Severability. If any term, provisions, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
[remainder of page intentionally left blank; signature page to follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.
| TESSERA DEFENSE AND HOMELAND SECURITY INC. | ||
| By: | /s/ Michael Oster | |
| Name: | Michael Oster | |
| Title: | CEO | |
| MANDRAGOLA LTD. | ||
| By: | /s/ Gur Aryeh Segal | |
| Name: | Gur Aryeh Segal | |
| Title: | Director | |
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