SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 29th, 2016 • Emerald Medical Applications Corp. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 7, 2016, between Emerald Medical Applications Corp., a Delaware corporation (the “Company”), and Firstfire Global Opportunities Fund LLC, a New York limited liability company with offices located at 1040 1st Avenue, Suite 190, New York, NY 10022 (including its successors and permitted assigns, the “New Purchaser” and collectively, the “New Purchasers”). The Company and the New Purchaser are sometimes referred to individually, as a "Party" and collectively, as the "Parties."
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2016 • Emerald Medical Applications Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 7, 2016, by and among Emerald Medical Applications Corp., a Delaware corporation with offices located 7 Imber Street, Petach Tikva 4951141 Israel (the "Company"), and Firstfire Global Opportunities Fund LLC, organized under the laws of the State of New York with offices located at 1040 1st Avenue, Suite 190, New York, NY 10022 (the "Purchaser"). The Company and the Purchaser are sometimes referred to individually, as a "Party" and collectively, as the "Parties."
SECURED CONVERTIBLE NOTE DUE JUNE 20, 2017Emerald Medical Applications Corp. • July 29th, 2016 • Blank checks • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of EMERALD MEDICAL APPLICATIONS CORP., a Delaware corporation, (the “Borrower”), having its principal place of business at c/o Law Office of Richard Rubin, 40 Wall Street, New York, NY 10005, fax: 212-658-9867, due June 19, 2017 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
CLASS B COMMON STOCK PURCHASE WARRANT EMERALD MEDICAL APPLICATIONS CORP.Emerald Medical Applications Corp. • July 29th, 2016 • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Firstfire Global Opportunities Fund LLC, a New York limited liability company, or its assigns (the “New Purchaser”) 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 (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EMERALD MEDICAL APPLICATIONS CORP., a Delaware corporation (the “Company”), up to 250,000 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 2(b).
CLASS A COMMON STOCK PURCHASE WARRANT EMERALD MEDICAL APPLICATIONS CORP.Emerald Medical Applications Corp. • July 29th, 2016 • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Firstfire Global Opportunities Fund LLC, a New York limited liability company, or its assigns (the “New Purchaser”) 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 (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EMERALD MEDICAL APPLICATIONS CORP., a Delaware corporation (the “Company”), up to 250,000 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 2(b).
