Securities Purchase Sample Contracts

AGREEMENT
Securities Purchase • February 2nd, 2006 • Strong Technical Inc • Services-help supply services • New York
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WESTWOOD ONE, INC. WAIVER AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase • November 12th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • New York

THIS WAIVER AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of October 14, 2009, by and among Westwood One, Inc., a Delaware corporation (the “Company”), and the financial institutions that hold the Notes (collectively, the “Noteholders”). Capitalized terms used and not defined herein have the respective meanings ascribed thereto in the Securities Purchase Agreement (defined below).

SECURITIES PURCHASE AND CONTRIBUTION AGREEMENT
Securities Purchase • March 10th, 2014 • Paycom Software, Inc. • Services-prepackaged software • New York

THIS SECURITIES PURCHASE AND CONTRIBUTION AGREEMENT (as from time to time amended, supplemented or modified, this “Agreement”), dated as of April 3, 2012, is entered into by and among (i) Paycom Payroll Holdings, LLC, a Delaware limited liability company (“Holdings”), (ii) WCAS Capital Partners IV, L.P., a Delaware limited partnership (“WCAS CP IV”), and (iii) WCAS CP IV Blocker, Inc., a Delaware corporation (the “Unit Purchaser”). Capitalized terms used and not defined elsewhere in this Agreement have the meanings provided for them in Article I hereof.

SECURITIES PURCHASE AGREEMENT
Securities Purchase • August 10th, 2023 • Quality Industrial Corp. • Misc industrial & commercial machinery & equipment • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2023, by and between Quality Industrial Corp., a Nevada corporation, with headquarters located at 315 Montgomery Street, San Francisco, California 94104 (the “Company”), and Sky Holdings Ltd, a limited liability company, with its address at 4th Floor Harbour Centre, 42 North Church Street, Grand Cayman, Cayman Islands (the “Buyer”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase • August 14th, 2023 • Dss, Inc. • Paperboard containers & boxes • Texas

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of July 1, 2023 (the “Effective Date”) by and between Decentralized Sharing Systems, Inc., a Nevada Corporation, (the “Seller”), and Sharing Services Global Corporation, a Nevada Corporation (the “Buyer”).

THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS AEGIS CAPITAL CORP., A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA.
Securities Purchase • October 12th, 2023 • SciSparc Ltd. • Pharmaceutical preparations • Nevis

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 11, 2023, by and between SCISPARC LTD., an Israeli corporation, with headquarters located at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel (the “Company”), and GENERATING ALPHA LTD., a company domiciled and registered in Saint Kitts and Nevis (the “Buyer”). Aegis Capital Corp (the “Placement Agent”) is the placement agent for this investment and is a broker - dealer registered with the United States Securities and Exchange Commission and is a member of FINRA.

SECURITIES PURCHASE AND OPTION AGREEMENT
Securities Purchase • August 8th, 2013 • Odyssey Marine Exploration Inc • Water transportation

THIS SECURITIES PURCHASE AND OPTION AGREEMENT (this “Agreement”) is made and entered into effective as of July 12, 2013 (the “Effective Date”), by and between DNA LTD., Inc., a Panamanian company (“DNA”), and ODYSSEY MARINE ENTERPRISES, LTD., a Bahamian company (“Enterprises”). DNA and Enterprises are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties.”

SECURITIES PURCHASE AGREEMENT AND MEDICAL GROUP SERVICES, INC. ANTHONY F. MANISCALCO and CATHERINE A. MANISCALCO BRINA CABRERA OCTOBER 31, 2005
Securities Purchase • November 4th, 2005 • Md Technologies Inc • Services-computer programming services • Florida

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated as of October 31, 2005, by and among (i) MD TECHNOLOGIES INC., a Delaware corporation (“MDTO”) (the “BUYER”); (ii) MEDICAL GROUP SERVICES, INC., a Florida corporation; (referred to herein as the “SELLER” or “MGSI”); (iii) ANTHONY F. MANISCALCO and CATHERINE A. MANISCALCO (“Maniscalco”); and (iv) BRINA CABRERA (“Cabrera”). Maniscalco and Cabrera are sometimes hereinafter referred to individually as an “Equityholder” and collectively as the “Equityholders.”

SECURITIES PURCHASE AGREEMENT
Securities Purchase • July 29th, 2022 • CarbonMeta Technologies, Inc. • Services-prepackaged software • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 14, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 13110 NE 177th Place, # 145, Woodinville, WA 98072 (the “Company”), and BHP Capital NY Inc., a New York Corporation, located at 45 SW 9th Street, Apt 1603, Miami, FL 33130 (the “Buyer”).

SECURITIES PURCHASE AND SUBSCRIPTION AGREEMENT
Securities Purchase • September 11th, 2007 • Chase Packaging Corp • Agricultural services • New York

This Securities Purchase and Subscription Agreement (the “Agreement”) is dated as of September 7, 2007, among Chase Packaging Corporation, a Texas corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

THIRD AMENDMENT TO AMENDMENT, MODIFICATION, AND SUPPLEMENT TO SECURITIES PURCHASE AMENDMENT Dated May 15, 2015
Securities Purchase • May 22nd, 2015 • Medbox, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip

The undersigned parties hereby amend that certain Amendment, Modification and Supplement to the Securities Purchase Agreement, dated as of March 24, 2015, as amended on April 8, 2015 and April 24, 2015, (the “Amendment”) by and among Medbox, Inc., a Nevada corporation (the “Company”) and Redwood Management, LLC (also acting on behalf of Redwood Fund III Ltd., Redwood Fund II LLC and RDW Capital, LLC) (the “Purchaser”) as of the date hereof as follows:

SECOND AMENDMENT TO AMENDMENT, MODIFICATION, AND SUPPLEMENT TO SECURITIES PURCHASE AMENDMENT Dated April 24, 2015
Securities Purchase • May 6th, 2015 • Medbox, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip

The undersigned parties hereby amend that certain Amendment, Modification and Supplement to the Securities Purchase Agreement, dated as of March 24, 2015, as amended on April 8, 2015, (the “Amendment”) by and among Medbox, Inc., a Nevada corporation (the “Company”) and Redwood Management, LLC (also acting on behalf of Redwood Fund III Ltd., Redwood Fund II LLC and RDW Capital, LLC) (the “Purchaser”) as of the date hereof as follows:

AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT TRANSACTION DOCUMENTS BETWEEN HARTVILLE GROUP, INC., (THE “PURCHASERS”) FOR THE PURCHASE OF THE CONVERTIBLE DEBENTURES, DUE NOVEMBER 11, 2006 AND COMMON STOCK PURCHASE WARRANTS
Securities Purchase • November 30th, 2004 • Hartville Group Inc • Services-business services, nec

This Amendment No. 1 (“Amendment”) is made to that certain Securities Purchase Agreement (“Purchase Agreement”) dated as of November 11, 2004 among Hartville Group, Inc. (the “Company”) and the “Purchasers” for the purchase of the Convertible Debentures, due November 11, 2006 issued to the Purchasers (the “Debentures”) and the Common Stock Purchase Warrants issued to the Purchasers (the “Warrants”).

FIRST AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase • February 4th, 2011 • Lightyear Fund Ii Lp • State commercial banks • New York

This First Amendment to the Amended and Restated Securities Purchase Agreement (“Amendment”) is made as of December 30, 2010, between Cascade Bancorp (the “Company”) and BOTC Holdings LLC (the “Investor”).

SECURITIES PURCHASE
Securities Purchase • September 23rd, 2014 • Medijane Holdings Inc. • Crude petroleum & natural gas • Texas
SECURITIES PURCHASE AGREEMENT1
Securities Purchase • January 16th, 2015 • Mandalay Digital Group, Inc. • Patent owners & lessors • New York

THIS SECURITIES PURCHASE AGREEMENT is made as of [ ], 201[ ], by and among (i) Appia, Inc., a Delaware corporation (“Appia”), (ii) Mandalay Digital Group, Inc., a Delaware corporation (“Mandalay” and together with Appia, the “Companies” with each, a “Company”), and (iii) North Atlantic SBIC IV, L.P., a Delaware limited partnership (the “Purchaser” and collectively with the Companies, the “Parties” with each, a “Party”).

SECURITIES PURCHASE AGREEMENT1
Securities Purchase • March 29th, 2024 • NetBrands Corp. • Bakery products • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 22, 2024, is by and among NetBrands Corp. f/k/a Global Diversified Marketing Group Inc., a Delaware corporation with offices located at 4042 Austin Boulevard, Suite B Island Park, New York 11558 (the “Company”), Paul Adler, a New York resident (“Adler”; each of the Company and Adler, a “Company Party” and, collectively, the “Company Parties”), and Cove Funding LP, a Delaware limited partnership (the “Purchaser”).

AMENDMENT TO AMENDMENT, MODIFICATION, AND SUPPLEMENT TO SECURITIES PURCHASE AMENDMENT Dated April 8, 2015
Securities Purchase • May 6th, 2015 • Medbox, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip

The undersigned parties hereby amend that certain Amendment, Modification and Supplement to the Securities Purchase Agreement (the “Amendment”), dated as of March 24, 2015 by and among Medbox, Inc., a Nevada corporation (the “Company”) and Redwood Management, LLC (also acting on behalf of Redwood Fund III Ltd., Redwood Fund II LLC and RDW Capital, LLC) (the “Purchaser”) as of the date hereof as follows:

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