Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”) is dated as of December 29, 2023, between Comera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
DEFINITIONS
“Acquiring Person” shall have the meaning ascribed to such term in Section 4.5.
“Action” shall have the meaning ascribed to such term in Section 3.1(j).
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Board of Directors” means the board of directors of the Company.
“Business Combination Agreement” means the business combination agreement, dated as of January 31, 2022, among the Company, OTR Acquisition Corp., CLS Sub Merger 1 Corp., CLS Sub Merger 2 Corp. and Comera Life Sciences, Inc., as amended.
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.
“Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived.
“Commission” means the United States Securities and Exchange Commission.
“Common Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.
“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Disclosure Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exempt Issuance” means the issuance of (a) shares of Common Stock, restricted share units or options to employees, consultants, officers, or directors of the Company pursuant to any equity plan in existence as of the date hereof; (b) shares of Common Stock upon the exercise or exchange of or conversion of securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities; (c) issuance of shares of Common Stock to consultants or vendors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights; (d) securities issued pursuant to any licensing, collaboration or partnership arrangements or other strategic transactions with third parties approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries or Affiliates, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds; (e) issuances of shares of Common Stock to existing holders of the Company’s securities in compliance with the terms of agreements entered into with, or instruments issued to, such holders prior to the date hereof, provided that such securities have not been amended, nor repriced, since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with
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stock splits or combinations) or to extend the term of such securities; and (f) issuances of securities that represent Permitted Indebtedness as defined in the Notes or are otherwise permitted under the terms of the Notes.
“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.
“GAAP” shall have the meaning ascribed to such term in Section 3.1(h).
“Indebtedness” shall have the meaning ascribed to such term in Section 3.1(bb).
“Intellectual Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).
“Legend Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).
“Liens” means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document or (iv) the Lien created by Section 13(b) of each Note shall at any time fail to constitute a valid and perfected Lien on all of the Collateral purported to be encumbered thereby, subject to no prior or equal Lien except Permitted Liens and other than solely as a result of any action or inaction of Holder or provided that such action or inaction is not caused by the Company’s failure to comply with the terms hereof, or the Company or any representative thereof shall so assert.
“Material Permits” shall have the meaning ascribed to such term in Section 3.1(n).
“Notes” means the 12.0% Senior Secured Convertible Notes, due December 29, 2024, delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, in the form of Exhibit A attached hereto.
“Note Shares” means the shares of Common Stock issuable upon conversion of the Notes.
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.
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“Purchaser Party” shall have the meaning ascribed to such term in Section 4.8.
“Required Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“SEC Reports” shall have the meaning ascribed to such term in Section 3.1(h).
“Securities” means the Notes, the Note Shares, the Warrants and the Warrant Shares.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing shares of Common Stock).
“Subscription Amount” means, as to each Purchaser, the aggregate principal amount of the Notes purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Note Principal Amount,” in United States dollars and in immediately available funds.
“Subsidiary” means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof. As of the date of this Agreement, the Company’s subsidiaries (excluding dormant subsidiaries) are Comera Life Sciences, Inc., a Delaware corporation, and OTR Acquisition Corp., a Delaware corporation.
“Trading Day” means a day on which the principal Trading Market is open for trading.
“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: the OTCQB, 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).
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“Transaction Documents” means this Agreement, the Notes, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.
“Transfer Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, and any successor transfer agent of the Company.
“Warrants” means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be immediately exercisable and have a term of exercise equal to five years, in the form of Exhibit B attached hereto.
“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.
PURCHASE AND SALE
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(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
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REPRESENTATIONS AND WARRANTIES
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The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document. Notwithstanding the foregoing, and subject to Section 3.2(h), for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
OTHER AGREEMENTS OF THE PARTIES
[THIS SECURITY HAS NOT] [NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS [CONVERTIBLE] [EXERCISABLE] HAVE] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [CONVERSION]
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[EXERCISE] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities.
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(a) From the date hereof until sixty days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any equity or debt securities, other than the Securities or an Exempt Issuance, or (ii) file any registration statement or amendment or supplement thereto, other than filing a registration statement on Form S-8 in connection with any employee benefit plan; provided that, with respect to any particular transaction, this Section 4.10(a) may be waived by a vote of holders of a majority of the aggregate principal amount of the Notes then outstanding.
(b) Subject to applicable securities laws and consummation of Closing, the Company grants each Purchaser a right of first refusal for the period during which such Purchaser’s Notes are outstanding and held by such Purchaser to participate in all future public and private offerings of Common Stock or Common Stock Equivalents for cash by the Company, up to an amount equal to the product of (i) such Purchaser’ Subscription Amount divided by $1,500,000, and (ii) 50% of the aggregate amount the Company proposes to raise in such offering (the “Participation Right”); provided, that if any Purchaser fails to exercise at least 20% of the aggregate amount of such Purchaser’s Participation Right for a particular offering, then such Purchaser’s Participation Right shall terminate with respect to all subsequent public and private offerings by the Company of Common Stock or Common Stock Equivalents. With respect to each such public or private offering, subject to applicable securities laws, the Company shall provide each Purchaser (that validly maintains its Participation Right) with reasonable notice of each such offering, and such Purchaser must elect whether it will participate in any such offering not later than one Business Day following receipt of such notice. Each Purchaser acknowledges and agrees that "reasonable notice" may be less than 24 hours in the context of certain offerings, including, without limitation, confidentially-marked overnight offerings. For the elimination of doubt, this Section 4.10 shall not apply to (i) any offering on Form S-8 (or otherwise under any equity compensation plan, whether or not registered under the Securities Act) or Form S-4, (ii) any offering or issuance of
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securities in connection with the Company's or any Subsidiary's acquisition of any Person or assets, including in connection with any strategic transaction or partnership, (iii) any pro rata distribution to the Company's stockholders of rights or other securities in respect of the acquisition of Common Stock or Common Stock Equivalents, (iv) any Exempt Issuance or (v) any equity line or at-the-market offering.
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MISCELLANEOUS
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(Signature Pages Follow)
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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
COMERA LIFE SCIENCES HOLDINGS, INC. | Address for Notice:
12 Gill Street Suite 4650 Woburn, MA 01801
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By: /s/ Michael Campbell Name: Michael Campbell Title: Executive Vice President and CFO
With a copy to (which shall not constitute notice): |
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Foley Hoag LLP |
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SIGNATURE PAGE FOR PURCHASER FOLLOWS]
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[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Charles Cherington
Signature of Authorized Signatory of Purchaser: /s/ Charles Cherington
Name of Authorized Signatory: Charles Cherington
Title of Authorized Signatory: Individual
Email Address of Authorized Signatory: ______________________________________________
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Note Principal Amount: $567,900
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
Warrants: 20,650,908
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
EIN Number: _______________________
[SIGNATURE PAGES CONTINUE]
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[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: IAF, LLC
Signature of Authorized Signatory of Purchaser: /s/ Edward Bennett
Name of Authorized Signatory: Edward Bennett
Title of Authorized Signatory: Agent
Email Address of Authorized Signatory: ______________________________________________
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Note Principal Amount: $210,000
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
Warrants: 7,636,362
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
EIN Number: _______________________
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[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Freebird Partners LP
Signature of Authorized Signatory of Purchaser: /s/ Curtis Huff
Name of Authorized Signatory: Curtis Huff
Title of Authorized Signatory: President and Chairman
Email Address of Authorized Signatory: ______________________________________________
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Note Principal Amount: $134,950
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
Warrants: 4,907,268
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
EIN Number: _______________________
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[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Regolith Capital Investments L.P.
Signature of Authorized Signatory of Purchaser: /s/ Shameek Konar
Name of Authorized Signatory: Shameek Konar
Title of Authorized Signatory: General Partner
Email Address of Authorized Signatory: ______________________________________________
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Note Principal Amount: $112,500
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
Warrants: 4,090,908
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
EIN Number: _______________________
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[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: John D. Halpern Revocable Trust
Signature of Authorized Signatory of Purchaser: /s/ John Halpern
Name of Authorized Signatory: John Halpern
Title of Authorized Signatory: Trustee
Email Address of Authorized Signatory: ______________________________________________
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Note Principal Amount: $112,028
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
Warrants: 4,073,738
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
EIN Number: _______________________
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[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Denny Family Partners II, LLC
Signature of Authorized Signatory of Purchaser: /s/ George Denny
Name of Authorized Signatory: George Denny
Title of Authorized Signatory: Manager
Email Address of Authorized Signatory: ______________________________________________
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Note Principal Amount: 107,622
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
Warrants: 3,913,526
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
EIN Number: _______________________
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[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: The Alexander V. Soan 2019 Irrevocable Trust
Signature of Authorized Signatory of Purchaser: /s/ Zoya Soane; /s/ Nancy Wrieden
Name of Authorized Signatory: Zoya Soane
Title of Authorized Signatory: Co-Trustee
Email Address of Authorized Signatory: ______________________________________________
Name of Authorized Co-Signatory: Nancy Wrieden
Title of Authorized Co-Signatory: Co-Trustee
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Note Principal Amount: $75,000
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
Warrants: 2,727,272
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
EIN Number: _______________________
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[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: The Nicholas V. Soan 2019 Irrevocable Trust
Signature of Authorized Signatory of Purchaser: /s/ Zoya Soane; /s/ Nancy Wrieden
Name of Authorized Signatory: Zoya Soane
Title of Authorized Signatory: Co-Trustee
Email Address of Authorized Signatory: ______________________________________________
Name of Authorized Co-Signatory: Nancy Wrieden
Title of Authorized Co-Signatory: Co-Trustee
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Note Principal Amount: $75,000
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
Warrants: 2,727,272
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
EIN Number: _______________________
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[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Warren Street Legacy, LLC
Signature of Authorized Signatory of Purchaser: /s/ Ian Halpern
Name of Authorized Signatory: Ian Halpern
Title of Authorized Signatory: Manager
Email Address of Authorized Signatory: ______________________________________________
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Note Principal Amount: $37,500
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
Warrants: 1,363,636
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
EIN Number: _______________________
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[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Tucker R. Halpern 2020 Trust
Signature of Authorized Signatory of Purchaser: /s/ Tucker R. Halpern
Name of Authorized Signatory: Tucker R. Halpern
Title of Authorized Signatory: Trustee
Email Address of Authorized Signatory: ______________________________________________
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Note Principal Amount: $30,000
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
Warrants: 1,090,908
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
EIN Number: _______________________
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[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Purchase Capital LLC
Signature of Authorized Signatory of Purchaser: /s/ Nicholas Singer
Name of Authorized Signatory: Nicholas Singer
Title of Authorized Signatory: Managing Member
Email Address of Authorized Signatory: ______________________________________________
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Note Principal Amount: $22,500
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
Warrants: 818,180
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
EIN Number: _______________________
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[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Stephen Older
Signature of Authorized Signatory of Purchaser: /s/ Stephen Older
Name of Authorized Signatory: Stephen Older
Title of Authorized Signatory: Individual
Email Address of Authorized Signatory: ______________________________________________
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Note Principal Amount: $15,000
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
Warrants: 545,454
Beneficial Ownership Blocker 4.99% or 9.99% or 19.99%
EIN Number: _______________________
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Exhibit A
[Form of Note – Attached]
Exhibit B
[Form of Warrant – Attached]