0001185185-14-000157 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 21st, 2014 • BioSig Technologies, Inc. • Electromedical & electrotherapeutic apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 31, 2013, between BioSig Technologies, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT BIOSIG TECHNOLOGIES, INC.
BioSig Technologies, Inc. • January 21st, 2014 • Electromedical & electrotherapeutic apparatus

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 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 BioSig Technologies, 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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 21st, 2014 • BioSig Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2013, between BioSig Technologies, 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”).

Re: Amendment Agreement
Securities Purchase Agreement • January 21st, 2014 • BioSig Technologies, Inc. • Electromedical & electrotherapeutic apparatus

Reference is made to that certain Securities Purchase Agreement, dated as of February 6, 2013 (the “Securities Purchase Agreement”), by and among BioSig Technologies, Inc., a Delaware corporation (the “Company”), and certain purchasers identified on the signature pages thereto, including the investors listed on the signature page hereto (the “Investors”), as amended to date, and that certain Amended and Restated Certificate of Incorporation of the Company, dated February 6, 2013 (the “Charter”), as amended to date. All capitalized terms in this letter (the “Letter Agreement”) shall have the meanings assigned to them under the Securities Purchase Agreement, unless otherwise defined herein.

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