SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August __, 2019 between Helix TCS, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANTHelix TCS, Inc. • November 14th, 2019 • Services-detective, guard & armored car services • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, REDDIAMOND PARTNERS, LLC, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5 PM New York City Time on October 11, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helix TCS, Inc., a Delaware corporation (the “Company”), up to 25,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1.00(b).
COMMON STOCK PURCHASE WARRANT helix tcs, INC.Common Stock Purchase Warrant • August 2nd, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ___________, 2021 1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helix TCS, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of February 13 , 2017 (the “Execution Date”), is entered into by and between Helix TCS, Inc. (the “Company”), a Delaware corporation, with its principal executive offices at 5300 DTC Parkway, Greenwood Village, CO 80111, and RedDiamond Partners, LLC (the “Investor”), a Delaware limited liability company, with its principal executive offices at 156 West Saddle River Road Saddle River, NJ 07458.
INVESTMENT AGREEMENTInvestment Agreement • February 24th, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • California
This INVESTMENT AGREEMENT (the “Agreement”), dated as of February 13, 2017 (the “Execution Date”), is entered into by and between Helix TCS, Inc. (the “Company”), a Delaware corporation, with its principal executive offices at 4950 South Yosemite Street, F2-210, Greenwood Village, CO 80111, and RedDiamond Partners LLC (the “Investor”), a Delaware limited liability company, with its principal executive offices at 156 West Saddle River Road Saddle River, NJ 07458.
COMMON STOCK PURCHASE WARRANT HELIX TCS, Inc.Helix TCS, Inc. • April 1st, 2019 • Services-detective, guard & armored car services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Diamond Rock, LLC, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helix TCS, Inc., a Delaware corporation (the “Company”), up to 160,715 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (ISSUABLE ALONG WITH SHARES UPON EXERCISE OF AND CONSTITUTING THE WARRANT PORTION OF THE UNITS ISSUABLE UPON EXERCISE OF THE PLACEMENT AGENT UNIT PURCHASE OPTION) helix tcs, INC.Notice of Exercise • August 2nd, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ISSUABLE UPON EXERCISE OF AND CONSTITUTING THE WARRANT PORTION OF THE UNITS ISSUABLE UPON EXERCISE OF THE PLACEMENT AGENT UNIT PURCHASE OPTION (the “Warrant”) certifies that, for value received, [The Benchmark Company] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ___________, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helix TCS, Inc., a Delaware corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
10% FIXED CONVERTIBLE PROMISSORY NOTE OF HELIX TCS, INC.Helix TCS, Inc. • November 14th, 2019 • Services-detective, guard & armored car services • Nevada
This Note is a duly authorized Fixed Convertible Promissory Note of Helix TCS, Inc. a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company’s 10% Fixed Convertible Promissory Note due May 15, 2020 (“Maturity Date”) in the principal amount of $400,000.00 (the “Note”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 1st, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
This SUBSIDIARY GUARANTEE, dated as of April 26, 2017 (this “Guarantee”), is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of RedDiamond Partners, LLC (together with their permitted assigns, the “Secured Parties”).
AGREEMENT AND PLAN OF MERGER by and among HELIX TCS, INC., HELIX ACQUISITION SUB, INC., BIO-TECH MEDICAL SOFTWARE, INC. and TERENCE J. Ferraro, as the Securityholder Representative Dated as of March 3, 2018 EXHIBITSAgreement and Plan of Merger • June 5th, 2018 • Helix TCS, Inc. • Services-detective, guard & armored car services • Florida
This Agreement and Plan of Merger (this “Agreement”) is entered into as of March 3, 2018 by and among Helix TCS, Inc., a Delaware corporation (“Parent”), Helix Acquisition Sub, Inc., a company organized under the laws of the State of Florida and a wholly owned subsidiary of Parent (“Merger Sub”), Bio-Tech Medical Software, Inc., a company organized under the laws of the State of Florida (the “Company”), and Terence J. Ferraro, who will serve as the representative of the Company Securityholders, and is referred to herein from time to time as the “Securityholder Representative.” Each of Parent, Merger Sub, the Company and the Securityholder Representative are referred to herein as a “Party” and together as the “Parties.” Certain capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 15, 2019, is entered into by and between Helix TCS, Inc., a Delaware corporation (the “Company”), and RedDiamond Partners, LLC (as the “Lender”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Section 1.
SECURITY AGREEMENTSecurity Agreement • May 1st, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
This SECURITY AGREEMENT, dated as of April 26, 2017 (this “Agreement”), is among Helix TCS, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and RedDiamond Partners, LLC, its endorsees, transferees, and assigns (collectively, the “Secured Parties”).
SERIES B PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • December 20th, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • Delaware
This Series B Preferred Stock Purchase Agreement (this “Agreement”) is made and entered into as of December 19, 2017, by and among (i) Helix TCS, Inc., a Delaware corporation (the “Company”), and (ii) RSF4, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of March 1, 2019 by and among Helix TCS, Inc. (the “Company”), and each Person defined on the signature pages hereto (together with their respective successors and assigns, each an “Investor” and collectively, the “Investors”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • April 1st, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of March 1, 2019, jointly and severally, by Helix TCS, LLC, (“LLC”), Security Consultants Group, LLC (“SCG”), Boss Security Solutions, Inc. (“Boss”), Security Grade Protective Services, Ltd. (“SG”), Bio-Tech Medical Software, Inc. (“THC”), and Engeni LLC (“Engeni”, and together with LLC, SCG, Boss, SG, THC, and each other Person who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, which shall include all wholly-owned or majority-owned subsidiaries of the Company acquired after the date hereof for so long as this Guaranty remains in effect, shall each be referred to individually as a “Guarantor” and collectively as the “Guarantors”), in favor of the purchasers listed on the signature pages of the Purchase Agreement (as defined below) (together with their respective successors and assigns and e
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 1, 2019, between Helix TCS, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REORGANIZATION AGREEMENT DATED AS OF December 21, 2015 BY AND BETWEENAgreement • December 9th, 2016 • Helix TCS, Inc. • Delaware
This AGREEMENT, dated as of December 21, 2015 (the "Agreement"), is by and between Helix Opportunities, LLC "(TSCLLC"), a Delaware Limited Liability Company, the TCSLLC Members ("Members") and Helix TCS, Inc. a Delaware corporation ("Acquiror")
10% SECURED CONVERTIBLE PROMISSORY NOTE OF HELIX TCS, INC.Helix TCS, Inc. • May 1st, 2017 • Services-detective, guard & armored car services • New York
This Note is a duly authorized Fixed Secured Convertible Promissory Note of Helix TCS, Inc. a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company's 10% Secured Convertible Promissory Note due October 26, 2017 (“Maturity Date”) in the principal amount of $100,000 (the “Note”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 19th, 2020 • Helix Technologies, Inc. • Services-detective, guard & armored car services • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [●], 2020 by and among Forian, Inc., a Delaware corporation (“Parent”), on the one hand, and the undersigned securityholder (a “Securityholder”) of Helix Technologies, Inc., a Delaware corporation (the “Company”), on the other hand.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 21st, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services • Colorado
This Executive Employment Agreement (this “Agreement”) is entered into as of March 19, 2019, by and between Helix TCS, Inc., a Delaware corporation (the “Company”), and Zachary L. Venegas (the “Executive”).
10% FIXED CONVERTIBLE PROMISSORY NOTE OF HELIX TCS, INC.Helix TCS, Inc. • August 19th, 2019 • Services-detective, guard & armored car services • Nevada
This Note is a duly authorized Fixed Convertible Promissory Note of Helix TCS, Inc. a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company’s 10% Fixed Convertible Promissory Note due ________ (“Maturity Date”) in the principal amount of $__________ (the “Note”).
AGREEMENT AND PLAN OF MERGER by and among HELIX TCS, INC., HELIX ACQUISITION SUB, INC., GREEN TREE INTERNATIONAL, INC., And STEVE JANJIC, AS THE SECURITYHOLDER REPRESENTATIVE Dated as of February 4, 2019Agreement and Plan of Merger • September 16th, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services • Colorado
This Agreement and Plan of Merger (this “Agreement”) is entered into as of February 4, 2019 (the “Effective Date”) by and among Helix TCS, Inc., a Delaware corporation (“Parent”), Helix Acquisition Sub, Inc., a company organized under the laws of the State of Colorado and a wholly owned subsidiary of Parent (“Merger Sub”), Green Tree International, Inc., a company organized under the laws of the State of Colorado (the “Company”) and, subject to Section 11.01, Steve Janjic as the “Securityholder Representative.” Each of Parent, Merger Sub, the Company, and the Securityholder Representative are referred to herein as a “Party” and together as the “Parties.” Certain capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
SECURITY AGREEMENTSecurity Agreement • April 1st, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of March 1, 2019, between Helix TCS, Inc., a Delaware corporation (“Company”), Helix TCS, LLC, (“LLC”), Security Consultants Group, LLC (“SCG”), Boss Security Solutions, Inc. (“Boss”), Security Grade Protective Services, Ltd. (“SG”), Bio-Tech Medical Software, Inc. (“THC”), and Engeni LLC (“Engeni”, and together with LLC, SCG, Boss, SG and THC, each a “Subsidiary” and collectively the “Subsidiaries”) (the Company, the Subsidiaries, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all wholly-owned or majority-owned subsidiaries of the Company acquired after the date hereof for so long as this Agreement remains in effect, are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), Rose Capital Fund I, LP, a Delaware limite
PREFERRED STOCK CONVERSION AGREEMENTPreferred Stock Conversion Agreement • October 19th, 2020 • Helix Technologies, Inc. • Services-detective, guard & armored car services • Delaware
This PREFERRED STOCK CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of October 16, 2020 by and between Helix Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned securityholder of the Company (the “Securityholder”).
FIRST AMENDMENT TO 10% FIXED CONVERTIBLE PROMISSORY NOTEHelix Technologies, Inc. • July 13th, 2020 • Services-detective, guard & armored car services
THIS FIRST AMENDMENT TO 10% FIXED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into this ____ day of July 2020, by and between HELIX TECHNOLOGIES, INC. (the “Company”), and [***] (“Lender”).
MANAGEMENT CONSULTING SERVICES AGREEMENTManagement Consulting Services Agreement • April 18th, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services • Delaware
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is entered into as of this [•] day of [•], 2019, by and between ROSE MANGEMeNT GROUP LLC, a Delaware limited liability company (“Consultant”), and HELIX TCS, INC., a Delaware corporation (“Company”).
ContractHelix TCS, Inc. • February 14th, 2020 • Services-detective, guard & armored car services • New York
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
HELIX TCS, INC. VOTING AGREEMENTVoting Agreement • May 22nd, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of May 17, 2017, by and among Helix TCS, Inc., a Delaware corporation (the “Company”), those certain holders of the Company’s common stock listed on Exhibit A attached hereto (the “Key Holders”) and the persons and entities listed on Exhibit B attached hereto (the “Investors”, together with the Key Holders, the “Stockholders”).
HELIX TCS, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 22nd, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • Delaware
This Investor Rights Agreement (this “Agreement”) is entered into as of May 17, 2017 by and among Helix TCS, Inc., a Delaware corporation (the “Company”), and the Investors listed on Exhibit A attached to this Agreement, including Rose Capital (collectively, the “Investors” and each, without distinction among them, an “Investor”).
SERIES B PREFERRED STOCK PURCHASE AGREEMENTSeries B Preferred Stock Purchase Agreement • September 21st, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • Delaware
This Series B Preferred Stock Purchase Agreement (this “Agreement”) is made and entered into as of September 15, 2017, by and among (i) Helix TCS, Inc., a Delaware corporation (the “Company”), and (ii) RSF4, LLC, a Delaware limited liability company (the “Purchaser”).
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • May 22nd, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • Delaware
This Right of First Refusal and Co-Sale Agreement (this “Agreement”) is made and entered into as of May 17, 2017, by and among Helix TCS, Inc., a Delaware corporation (the “Company”), those certain holders of the Company’s Series A Preferred and Common Stock listed on Exhibit A attached hereto (the “Key Holders”) and the persons and entities listed on Exhibit B attached hereto (the “Investors”).
SUBSCRIPTION AGREEMENT ACCREDITED INVESTORS ONLY Form of Subscription AgreementSubscription Agreement • May 11th, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • Delaware
I, the undersigned, understand that Helix TCS, Inc. a Delaware Corporation (the “Company”) is offering shares of Common Stock of Helix TCS, Inc. (the “Shares”). Each Share is offered for $0.90, and the minimum subscription is for $75,000.00.
UNSECURED PROMISSORY NOTEHelix TCS, Inc. • February 16th, 2017 • Services-detective, guard & armored car services • New York
FOR VALUE RECEIVED, Helix TCS, Inc., a Delaware corporation (the "Company"), promises to pay to ____________________, a Delaware limited liability company (the "Holder"), the Principal Amount on or before the Maturity Date in accordance with the terms and provisions set forth herein.
SERIES B PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • May 22nd, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • Delaware
This Series B Preferred Stock Purchase Agreement (this “Agreement”) is made and entered into as of May 17, 2017, by and among (i) Helix TCS, Inc., a Delaware corporation (the “Company”), (ii) Helix Opportunities, LLC, a Delaware limited liability company (“Helix Opps”), and (iii) RSF4, LLC, a Delaware limited liability company (the “Purchaser”).
FIRST AMENDMENT TO 10% FIXED SECURED CONVERTIBLE PROMISSORY NOTEHelix TCS, Inc. • March 28th, 2018 • Services-detective, guard & armored car services
THIS FIRST AMENDMENT TO 10% FIXED SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into this 16th day of November 2017, by and between HELIX TCS, INC. (the “Company”), and REDDIAMOND PARTNERS, LLC (“Lender”).
