Item 1.01 Entry into a Material Definitive Agreement.
Share Transfer Agreement
On April 22, 2019, TripBorn, Inc. (the “Company”)
entered into a Share Transfer Agreement (the “Agreement”) with PRAMA Hotels and Resorts Limited (“PRAMA”)
and the shareholders of PRAMA (the “Sellers”). PRAMA is engaged in the business of owning and promoting businesses
for operating and managing hotels and food and beverage services in India and nearby markets located in the Indian subcontinent.
Under the Agreement, the Sellers have agreed to sell, and the
Company has agreed to acquire, all of the outstanding shares of PRAMA (the “PRAMA Shares”) for consideration consisting
of a combination of cash and shares of the Company.
The transfer of the PRAMA Shares to the Company is expected
to occur in stages. The first part of the acquisition is expected to occur on or before April 25, 2019, with 51% of the PRAMA Shares
being transferred to the Company in exchange for $1,400,000 cash and 2,632,653 shares of the Company, representing approximately
2.7 % of the issued and outstanding shares of the Company. The transfer of the remaining 49% of the PRAMA Shares is expected to
occur later in 2019, subject to final negotiation and confirmation of the consideration to be paid by the Company for such PRAMA
Shares.
The closing of the transactions contemplated by the Agreement
is subject to the satisfaction of certain closing conditions, including a requirement that the Company demonstrate the availability
of funds sufficient to satisfy the operating and statutory liabilities of PRAMA. There can be no assurance that these closing conditions
will be satisfied.
The Agreement is governed by the laws of India.
The foregoing description of the Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated into this Item 1.01 by reference. The Agreement
has been filed to provide information to investors regarding its terms. It is not intended to provide any other factual information
about the parties, their respective businesses, or the actual conduct of their respective businesses during the period prior to
the consummation of the transactions contemplated by the Agreement. The Agreement and this summary should not be relied upon as
disclosure about the parties.
Demand Promissory Note
On April 22, 2019 (the “Effective Date”), the Company
entered into a Demand Promissory Note (the “New Note”) with Arna Global, LLC, as Lender (“Arna”). Arna
is wholly owned by the Company’s President, Chief Executive Officer and director, Deepak Sharma. Arna is a significant stockholder
of the Company, and is the holder of $956,000 in aggregate principal amount of the Company’s 10% convertible notes.
The aggregate principal amount of the New Note is $300,000.
It bears interest at a rate of 10% per annum, with interest only payable on each monthly anniversary of the Effective Date. The
New Note matures automatically on the first anniversary of the Effective Date or on demand with not less than seven days prior
written notice anytime following the third monthly anniversary of the Effective Date.
Prior to the first anniversary of the Effective Date, any prepayment
of the New Note is subject to a prepayment fee equal to the amount of additional interest that would have been payable to Arna
if the Company had held the New Note until the first anniversary of the Effective Date.
The New Note places certain restrictions upon the Company’s
ability to sell or otherwise dispose of any of its material assets other than in the ordinary course of business or to make material
changes to the nature of its business. The New Note contains customary events of default (including payment defaults, change
of control, breach of representations and covenants, and insolvency). The occurrence of an event of default under the New Note
that remains uncured for thirty days would require the Company to pay a fee to Arna equal to 5% of the original principal amount
and cause the interest rate to increase by an additional 5% per annum.
The foregoing description of the New Note and the transactions
contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
New Note, a copy of which is attached hereto as Exhibit 4.1 and is incorporated into this Item 1.01 by reference.
Convertible Notes Amendments
On April 22, 2019, the Company entered into amendments with
each of the holders of its 10% convertible notes pursuant to a Loan Extension Agreement (the “Convertible Notes Amendments”).
The holders of the 10% convertible notes are Arna, in an aggregate principal amount of $956,000, and Messrs. Deepak Sharma and
Sachin Mandloi, in aggregate principal amounts of $156,407 and $38,076, respectively. As described above, the Company has certain
other existing relationships with Arna. Mr. Sharma is the Company’s President, Chief Executive Officer and director and is
the sole owner of Arna, which is a significant stockholder of the Company. Mr. Mandloi is the Company’s Vice President, a
director and a significant stockholder of the Company.
The Convertible Notes Amendments extend the maturity dates of
each of the 10% convertible notes for one year, from March 7, 2019 to March 7, 2020.
The foregoing description of the Convertible Notes Amendments
and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by,
the full text of the Convertible Notes Amendments, the form of which is attached hereto as Exhibit 4.2 and is incorporated into
this Item 1.01 by reference.