SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 15th, 2017 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 24, 2017, by and between Jerrick Media Holdings, Inc., a Nevada corporation, with headquarters located at 202 S. Dean Street, Englewood, NJ 07631 (the “Company”), and DiamondRock LLC, a New York limited liability company, with its address at 321 10th Avenue, Suite 202, San Diego, CA 92101 (the “Buyer”).
FIRST AMENDMENT TO 8.5% CONVERTIBLE REDEEMABLE NOTE DUE APRIL 11, 2018Jerrick Media Holdings, Inc. • September 15th, 2017 • Services-allied to motion picture production
This FIRST AMENDMENT TO 8.5% CONVERTIBLE REDEEMABLE NOTE (“First Amendment”) is entered into by and between JERRICK MEDIA HOLDINGS, INC., a Nevada corporation (the “Borrower”), and CROSSOVER CAPITAL FUND I, LLC, a Washington limited liability company, (the “Lender”). Borrower and Lender are sometimes individually referred to in this First Amendment as “Party” and collectively as “Parties”. This First Amendment shall be effective on the first date on which it is signed by both of the Parties (“Effective Date”).
FIRST AMENDMENT TO 8.5% CONVERTIBLE REDEEMABLE DEBENTURE DUE APRIL 18, 2018Jerrick Media Holdings, Inc. • September 15th, 2017 • Services-allied to motion picture production
This FIRST AMENDMENT TO 8.5% CONVERTIBLE REDEEMABLE DEBENTURE (“First Amendment”’) is entered into by and between JERRICK MEDIA HOLDINGS, INC., a Nevada corporation (the “Borrower”), and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership, (the “Lender”). Borrower and Lender are sometimes individually referred to in this First Amendment as “Party” and collectively as “Parties”. This First Amendment shall be effective on the first date on which it is signed by both of the Parties (“Effective Date”).
FIRST AMENDMENT TO 8.5% CONVERTIBLE REDEEMABLE NOTE DUE APRIL 24, 2018Jerrick Media Holdings, Inc. • September 15th, 2017 • Services-allied to motion picture production
This FIRST AMENDMENT TO 8.5% CONVERTIBLE REDEEMABLE NOTE (“First Amendment”’) is entered into by and between JERRICK MEDIA HOLDINGS, INC., a Nevada corporation (the “Borrower”), and DIAMOND ROCK, LLC., a New York limited liability, (the “Lender”). Borrower and Lender are sometimes individually referred to in this First Amendment as “Party” and collectively as “Parties”. This First Amendment shall be effective on the first date on which it is signed by both of the Parties (“Effective Date”).
ContractJerrick Media Holdings, Inc. • September 15th, 2017 • Services-allied to motion picture production
THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
