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).
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”).
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 5, 2019Agreement and Plan of Merger • April 1st, 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 5, 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
PLEDGE AGREEMENTPledge Agreement • April 1st, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
THIS PLEDGE AGREEMENT made as of March 1, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by each “Pledgor” signatory hereto (collectively, the “Pledgors”, each a “Pledgor”) and Rose Capital Fund I, LP, a Delaware limited partnership, in its capacity as agent (“Collateral Agent”) for itself and the other Purchasers identified below (together with their respective successors and assigns).
