| (a)| THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED (THE ACT ), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. ---|---|---

| ( a ) | THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED ( THE ACT ) , OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM , OR IN A TRANSACTION NOT SUBJECT TO , THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT , WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY . - - - | - - - | - - -


SELLER: | ---|--- | | /s/ Zur Dadon | | Zur Dadon | | | COMPANY: | | | Spirit International, Inc. A Nevada corporation | | | By: | /s/ Zur Dadon | | Name: Zur Dadon Title: CEO | | Address: 2620 Regatta Drive, Suite 102, Las Vegas, NV |

SELLER : | - - - | - - - | | / s / Zur Dadon | | Zur Dadon | | | COMPANY : | | | Spirit International , Inc . A Nevada corporation | | | By : | / s / Zur Dadon | | Name : Zur Dadon Title : CEO | | Address : 2620 Regatta Drive , Suite 102 , Las Vegas , NV |


PURCHASER: | ---|--- | | Kimho Consultants Company Limited | A Hong Kong limited liability company | | | By: | /s/Kimberly Leung | | Name: Kimberly Leung Title: Director | | Address: Unit 1510, Tower 1, Silvercord Centre, 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong |

PURCHASER : | - - - | - - - | | Kimho Consultants Company Limited | A Hong Kong limited liability company | | | By : | / s / Kimberly Leung | | Name : Kimberly Leung Title : Director | | Address : Unit 1510 , Tower 1 , Silvercord Centre , 30 Canton Road , Tsim Sha Tsui , Kowloon , Hong Kong |


This Securities Purchase Agreement (this Agreement) is dated as of October 12, 2017 , between Chanticleer Holdings, 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).

This Securities Purchase Agreement ( this Agreement ) is dated as of October 12 , 2017 , between Chanticleer Holdings , 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 ) .


FCPA means the Foreign Corrupt Practices Act of 1977 , as amended.

FCPA means the Foreign Corrupt Practices Act of 1977 , as amended .


FL means Foley & Lardner LLP, with offices located at One Independent Drive, Suite 1300, Jacksonville, FL 32202.

FL means Foley & amp ; Lardner LLP , with offices located at One Independent Drive , Suite 1300 , Jacksonville , FL 32202 .


Per Share Purchase Price equals $2.00 , subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and on or prior to the Closing Date.

Per Share Purchase Price equals $ 2 . 00 , subject to adjustment for reverse and forward stock splits , stock dividends , stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and on or prior to the Closing Date .


(vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).< br/>

( vi ) the Prospectus and Prospectus Supplement ( which may be delivered in accordance with Rule 172 under the Securities Act ) . & lt ; br / & gt ;


(g) Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act , other than pursuant to the exercise of employee stock options under the Companys stock option plans, the issuance of shares of Common Stock to employees pursuant to the Companys employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act . No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Other than as disclosed in the Prospectus and the Prospectus Supplement, and except as a result of the purchase and sale of the Securities or as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as set forth on Schedule 3.1(g), there are no securities of the Company or any Subsidiary that have an anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations and the like) to the exercise or conversion price, have any exchange rights or reset rights. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or phantom stock plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Companys capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Companys stockholders.

( g ) Capitalization . The capitalization of the Company is as set forth on Schedule 3 . 1 ( g ) . The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act , other than pursuant to the exercise of employee stock options under the Companys stock option plans , the issuance of shares of Common Stock to employees pursuant to the Companys employee stock purchase plans and pursuant to the conversion and / or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act . No Person has any right of first refusal , preemptive right , right of participation , or any similar right to participate in the transactions contemplated by the Transaction Documents . Other than as disclosed in the Prospectus and the Prospectus Supplement , and except as a result of the purchase and sale of the Securities or as set forth on Schedule 3 . 1 ( g ) , there are no outstanding options , warrants , scrip rights to subscribe to , calls or commitments of any character whatsoever relating to , or securities , rights or obligations convertible into or exercisable or exchangeable for , or giving any Person any right to subscribe for or acquire , any shares of Common Stock or the capital stock of any Subsidiary , or contracts , commitments , understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary . The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person ( other than the Purchasers ) and will not result in a right of any holder of Company securities to adjust the exercise , conversion , exchange or reset price under any of such securities . Except as set forth on Schedule 3 . 1 ( g ) , there are no securities of the Company or any Subsidiary that have an anti-dilution or similar adjustment rights ( other than adjustments for stock splits , recapitalizations and the like ) to the exercise or conversion price , have any exchange rights or reset rights . There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions , and there are no contracts , commitments , understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary . The Company does not have any stock appreciation rights or phantom stock plans or agreements or any similar plan or agreement . All of the outstanding shares of capital stock of the Company are duly authorized , validly issued , fully paid and nonassessable , have been issued in compliance with all federal and state securities laws , and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities . No further approval or authorization of any stockholder , the Board of Directors or others is required for the issuance and sale of the Securities . There are no stockholders agreements , voting agreements or other similar agreements with respect to the Companys capital stock to which the Company is a party or , to the knowledge of the Company , between or among any of the Companys stockholders .


(h) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act , including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the SEC Reports) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act , as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (GAAP), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended or the balance sheet as of the date thereof, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

( h ) SEC Reports ; Financial Statements . The Company has filed all reports , schedules , forms , statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act , including pursuant to Section 13 ( a ) or 15 ( d ) thereof , for the two years preceding the date hereof ( or such shorter period as the Company was required by law or regulation to file such material ) ( the foregoing materials , including the exhibits thereto and documents incorporated by reference therein , together with the Prospectus and the Prospectus Supplement , being collectively referred to herein as the SEC Reports ) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension . As of their respective dates , the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act , as applicable , and none of the SEC Reports , when filed , contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein , in the light of the circumstances under which they were made , not misleading . The Company has never been an issuer subject to Rule 144 ( i ) under the Securities Act . The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing . Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ( GAAP ) , except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP , and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended or the balance sheet as of the date thereof , subject , in the case of unaudited statements , to normal , immaterial , year-end audit adjustments .


(s) Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes- Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Companys has identified material weaknesses in its internal control over financial reporting. The Companys certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act ( such date, the Evaluation Date) and reported. The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the ineffectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of its certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. The Company is in the process of implementing changes to its accounting systems internal processes and policies to improve its internal control over financial reporting.

( s ) Sarbanes-Oxley ; Internal Accounting Controls . The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes - Oxley Act of 2002 that are effective as of the date hereof , and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date . The Companys has identified material weaknesses in its internal control over financial reporting . The Companys certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act ( such date , the Evaluation Date ) and reported . The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the ineffectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date . The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of its certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date . The Company is in the process of implementing changes to its accounting systems internal processes and policies to improve its internal control over financial reporting .


(mm) No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Warrant or Warrant Shares by any form of general solicitation or general advertising. The Company has offered the Warrants and Warrant Shares for sale only to the Purchasers and certain other accredited investors within the meaning of Rule 501 under the Securities Act.< br/>

( mm ) No General Solicitation . Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Warrant or Warrant Shares by any form of general solicitation or general advertising . The Company has offered the Warrants and Warrant Shares for sale only to the Purchasers and certain other accredited investors within the meaning of Rule 501 under the Securities Act . & lt ; br / & gt ;


(d) Subject to the 8% Debenture Holders 100% right of participation, from the Closing Date until the six (6) month anniversary of the Closing Date, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.12(d).

( d ) Subject to the 8 % Debenture Holders 100 % right of participation , from the Closing Date until the six ( 6 ) month anniversary of the Closing Date , the Company will not , directly or indirectly , effect any Subsequent Placement unless the Company shall have first complied with this Section 4 . 12 ( d ) .


(e) The restrictions contained in subsections (ii) and (iii) of this Section 4.12(d) shall not apply in connection with the issuance of any Exempt Issuances.For clarity, this right of participation set forth in this Section 4.12(d) is subordinate and subject to the Companys 8% Debenture Holders right of participation of up to 100% of a Subsequent Placement.

( e ) The restrictions contained in subsections ( ii ) and ( iii ) of this Section 4 . 12 ( d ) shall not apply in connection with the issuance of any Exempt Issuances . For clarity , this right of participation set forth in this Section 4 . 12 ( d ) is subordinate and subject to the Companys 8 % Debenture Holders right of participation of up to 100 % of a Subsequent Placement .


5.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York , without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

5 . 9 Governing Law . All questions concerning the construction , validity , enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York , without regard to the principles of conflicts of law thereof . Each party agrees that all legal Proceedings concerning the interpretations , enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents ( whether brought against a party hereto or its respective affiliates , directors , officers , shareholders , partners , members , employees or agents ) shall be commenced exclusively in the state and federal courts sitting in the City of New York . Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York , Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein ( including with respect to the enforcement of any of the Transaction Documents ) , and hereby irrevocably waives , and agrees not to assert in any Action or Proceeding , any claim that it is not personally subject to the jurisdiction of any such court , that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding . Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery ( with evidence of delivery ) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof . Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law . If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents , then , in addition to the obligations of the Company under Section 4 . 8 , the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys fees and other costs and expenses incurred with the investigation , preparation and prosecution of such Action or Proceeding .


CHANTICLEER HOLDINGS, INC. | Address for Notice: ---|--- | Chanticleer Holdings, Inc. | 7621 Little Ave., Suite 414 | Charlotte, NC 28226

CHANTICLEER HOLDINGS , INC . | Address for Notice : - - - | - - - | Chanticleer Holdings , Inc . | 7621 Little Ave . , Suite 414 | Charlotte , NC 28226


B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement three tranches of Convertible Notes of the Company, in the forms attached hereto as Exhibit A-1, A-2, and A-3, in the aggregate principal amount of $300,000 (together with any Notes(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the Notes), convertible into common shares of the Company (the Common Shares), upon the terms and subject to the limitations and conditions set forth in such Notes; and

B . Buyer desires to purchase and the Company desires to issue and sell , upon the terms and conditions set forth in this Agreement three tranches of Convertible Notes of the Company , in the forms attached hereto as Exhibit A-1 , A-2 , and A-3 , in the aggregate principal amount of $ 300 , 000 ( together with any Notes ( s ) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof , the Notes ) , convertible into common shares of the Company ( the Common Shares ) , upon the terms and subject to the limitations and conditions set forth in such Notes ; and


f. Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, ( b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an affiliate (as defined in Rule 144 promulgated under the 1933 Act ( or a successor rule) (Rule 144) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act ( or a successor rule) (Regulation S), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

f . Transfer or Re-sale . The Buyer understands that ( i ) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws , and the Securities may not be transferred unless ( a ) the Securities are sold pursuant to an effective registration statement under the 1933 Act , ( b ) the Buyer shall have delivered to the Company , at the cost of the Buyer , an opinion of counsel that shall be in form , substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration , which opinion shall be accepted by the Company , ( c ) the Securities are sold or transferred to an affiliate ( as defined in Rule 144 promulgated under the 1933 Act ( or a successor rule ) ( Rule 144 ) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2 ( f ) and who is an Accredited Investor , ( d ) the Securities are sold pursuant to Rule 144 , or ( e ) the Securities are sold pursuant to Regulation S under the 1933 Act ( or a successor rule ) ( Regulation S ) , and the Buyer shall have delivered to the Company , at the cost of the Buyer , an opinion of counsel that shall be in form , substance and scope customary for opinions of counsel in corporate transactions , which opinion shall be accepted by the Company ; ( ii ) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further , if said Rule is not applicable , any re-sale of such Securities under circumstances in which the seller ( or the person through whom the sale is made ) may be deemed to be an underwriter ( as that term is defined in the 1933 Act ) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder ; and ( iii ) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder ( in each case ) . Notwithstanding the foregoing or anything else contained herein to the contrary , the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement .


j. Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the 1933 Act on the basis of being a bad actor as that term is Regulation D under the 1933 Act.< br/>

j . Bad Actor . No officer or director of the Company would be disqualified under Rule 506 ( d ) of the 1933 Act on the basis of being a bad actor as that term is Regulation D under the 1933 Act . & lt ; br / & gt ;


Buyer: Innovative Capital, LLC


Aggregate Principal Amount of Notes: $300,000 , divided into three tranches of $100,000 in each tranche

Aggregate Principal Amount of Notes : $ 300 , 000 , divided into three tranches of $ 100 , 000 in each tranche


(a)Designation of Shares. The Company shall adopt and file with the Secretary of State of the State of Florida , on or before the Closing Date (as defined below), Articles of Amendment to the Articles of Incorporation of the Company Designating the Series B Convertible Preferred Stock of the Company in the form of Exhibit A attached to this Agreement (the Certificate of Designation).

( a ) Designation of Shares . The Company shall adopt and file with the Secretary of State of the State of Florida , on or before the Closing Date ( as defined below ) , Articles of Amendment to the Articles of Incorporation of the Company Designating the Series B Convertible Preferred Stock of the Company in the form of Exhibit A attached to this Agreement ( the Certificate of Designation ) .


(a)Agreement to Purchase and Sell Shares. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase, and the Company agrees to sell and issue to such Purchaser, at the Closing (as defined below), at a price of $100.00 per Unit, such number of Units to be purchased by such Purchaser as set forth on the signature pages hereto.

( a ) Agreement to Purchase and Sell Shares . Subject to the terms and conditions of this Agreement , each Purchaser agrees to purchase , and the Company agrees to sell and issue to such Purchaser , at the Closing ( as defined below ) , at a price of $ 100 . 00 per Unit , such number of Units to be purchased by such Purchaser as set forth on the signature pages hereto .


(a)Organization Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has all corporate power and authority required (i) to own, operate and occupy its properties and to carry on its business as presently conducted and (ii) to enter into this Agreement and to consummate the transactions contemplated hereby. The Company is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect. As used in this Agreement, Material Adverse Effect means a material adverse effect on, or a material adverse change in, the business, operations, financial condition, results of operations, properties, prospects, assets or liabilities of the Company, taken as a whole, or on the transactions contemplated hereby and the other agreements, instruments and documents contemplated hereby or on the authority or ability of the Company to perform its obligations under this Agreement.

( a ) Organization Good Standing and Qualification . The Company is a corporation duly organized , validly existing and in good standing under the laws of the State of Florida and has all corporate power and authority required ( i ) to own , operate and occupy its properties and to carry on its business as presently conducted and ( ii ) to enter into this Agreement and to consummate the transactions contemplated hereby . The Company is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect . As used in this Agreement , Material Adverse Effect means a material adverse effect on , or a material adverse change in , the business , operations , financial condition , results of operations , properties , prospects , assets or liabilities of the Company , taken as a whole , or on the transactions contemplated hereby and the other agreements , instruments and documents contemplated hereby or on the authority or ability of the Company to perform its obligations under this Agreement .


(c)Subsidiaries. Except as set forth in the SEC Documents, the Company does not have any Subsidiaries, and the Company does not own any capital stock of, assets comprising the business of, obligations of, or any other interest (including any equity or partnership interest) in, any person or entity. As used herein "Subsidiaries" means any entity in which the Company, directly or indirectly, owns any capital stock or holds an equity or similar interest. Each Subsidiary of the Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida , (ii) has all corporate power and authority required to own, operate and occupy its properties and to carry on its business as presently conducted, and (iii) is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

( c ) Subsidiaries . Except as set forth in the SEC Documents , the Company does not have any Subsidiaries , and the Company does not own any capital stock of , assets comprising the business of , obligations of , or any other interest ( including any equity or partnership interest ) in , any person or entity . As used herein " Subsidiaries " means any entity in which the Company , directly or indirectly , owns any capital stock or holds an equity or similar interest . Each Subsidiary of the Company ( i ) is a corporation duly organized , validly existing and in good standing under the laws of the State of Florida , ( ii ) has all corporate power and authority required to own , operate and occupy its properties and to carry on its business as presently conducted , and ( iii ) is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect .


(ii)Compliance with Securities Laws. Subject to the accuracy of the representations made by the Purchasers in Section 4 hereof, the Shares and Warrants will be issued and sold to the Purchasers in compliance with an applicable exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 , as amended (the Securities Act).< br/>

( ii ) Compliance with Securities Laws . Subject to the accuracy of the representations made by the Purchasers in Section 4 hereof , the Shares and Warrants will be issued and sold to the Purchasers in compliance with an applicable exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 , as amended ( the Securities Act ) . & lt ; br / & gt ;


(i)Reports. Since January 1, 2016, the Company has filed in a timely manner (giving effect, where applicable, to any deferral periods provided under Rule 12b-25 under the Securities Exchange Act of 1934 , as amended (the Exchange Act)) all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the SEC) pursuant to the reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company has filed on the SECs EDGAR system, prior to the date hereof, its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the Form 10-K), and any Current Report on Form 8-K (Form 8-Ks) required to be filed by the Company with the SEC for events occurring since January 1, 2017 (the Form 10-K and Form 8-Ks, together with all exhibits, schedules and other attachments that are filed with such documents, are collectively referred to herein as the SEC Documents). Each SEC Document, as of its date (or, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing), did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each SEC Document, as it may have been subsequently amended by filings made by the Company with the SEC prior to the date hereof, complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document. As of their respective dates, any financial statements of the Company included in the SEC Documents complied as to form and substance in all material respects with applicable accounting requirements and published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied in the United States (GAAP), during the periods involved (except in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), correspond to the books and records of the Company and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended. The Company is not required to file and will not be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date of this Agreement and to which the Company is a party or by which the Company is bound which has not been previously filed or incorporated by reference as an exhibit to the SEC Documents.

( i ) Reports . Since January 1 , 2016 , the Company has filed in a timely manner ( giving effect , where applicable , to any deferral periods provided under Rule 12b-25 under the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) ) all reports , schedules , forms , statements and other documents required to be filed by it with the Securities and Exchange Commission ( the SEC ) pursuant to the reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder . The Company has filed on the SECs EDGAR system , prior to the date hereof , its Annual Report on Form 10-K for the fiscal year ended December 31 , 2016 ( the Form 10-K ) , and any Current Report on Form 8-K ( Form 8-Ks ) required to be filed by the Company with the SEC for events occurring since January 1 , 2017 ( the Form 10-K and Form 8-Ks , together with all exhibits , schedules and other attachments that are filed with such documents , are collectively referred to herein as the SEC Documents ) . Each SEC Document , as of its date ( or , if amended or superseded by a filing prior to the Closing Date , then on the date of such filing ) , did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein , in light of the circumstances under which they were made , not misleading . Each SEC Document , as it may have been subsequently amended by filings made by the Company with the SEC prior to the date hereof , complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document . As of their respective dates , any financial statements of the Company included in the SEC Documents complied as to form and substance in all material respects with applicable accounting requirements and published rules and regulations of the SEC with respect thereto . Such financial statements have been prepared in accordance with generally accepted accounting principles , consistently applied in the United States ( GAAP ) , during the periods involved ( except in the case of unaudited interim statements , to the extent they may exclude footnotes or may be condensed or summary statements ) , correspond to the books and records of the Company and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended . The Company is not required to file and will not be required to file any agreement , note , lease , mortgage , deed or other instrument entered into prior to the date of this Agreement and to which the Company is a party or by which the Company is bound which has not been previously filed or incorporated by reference as an exhibit to the SEC Documents .


(ii)Sarbanes-Oxley. The Chief Executive Officer and the Chief Financial Officer of the Company have signed, and the Company has furnished to the SEC, all certifications required by Sections 302 and 906 of the Sarbanes- Oxley Act of 2002 as of the date hereof. Such certifications contain no exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Company nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy of such certifications. The Company is otherwise in compliance with all applicable effective provisions of the Sarbanes- Oxley Act of 2002 and the rules and regulations issued thereunder by the SEC.

( ii ) Sarbanes-Oxley . The Chief Executive Officer and the Chief Financial Officer of the Company have signed , and the Company has furnished to the SEC , all certifications required by Sections 302 and 906 of the Sarbanes - Oxley Act of 2002 as of the date hereof . Such certifications contain no exceptions to the matters certified therein and have not been modified or withdrawn ; and neither the Company nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy of such certifications . The Company is otherwise in compliance with all applicable effective provisions of the Sarbanes - Oxley Act of 2002 and the rules and regulations issued thereunder by the SEC .


(t)No Integrated Offering. Neither the Company, nor any affiliate of the Company, nor, to the Companys knowledge any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this Offering to be integrated with prior offerings by the Company in such a manner that would subject this Offering to the registration requirements of section 5 of the Securities Act.< br/>

( t ) No Integrated Offering . Neither the Company , nor any affiliate of the Company , nor , to the Companys knowledge any person acting on its or their behalf has , directly or indirectly , made any offers or sales of any security or solicited any offers to buy any security , under circumstances that would cause this Offering to be integrated with prior offerings by the Company in such a manner that would subject this Offering to the registration requirements of section 5 of the Securities Act . & lt ; br / & gt ;


(u)Investment Company. The Company is not now, and after the sale of the Units under this Agreement and the application of the net proceeds from the sale of the Units will not be, an investment company, a company controlled by an investment company, or an affiliated person of, or promoter or principal underwriter for, an investment company within the meaning of the Investment Company Act of 1940 , as amended.

( u ) Investment Company . The Company is not now , and after the sale of the Units under this Agreement and the application of the net proceeds from the sale of the Units will not be , an investment company , a company controlled by an investment company , or an affiliated person of , or promoter or principal underwriter for , an investment company within the meaning of the Investment Company Act of 1940 , as amended .


(w)Registration Matters. The Company has taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act.< br/>

( w ) Registration Matters . The Company has taken no action designed to terminate , or likely to have the effect of terminating , the registration of the Common Stock under the Exchange Act . & lt ; br / & gt ;


(i)The Company and its Subsidiaries have complied in all material respects with all applicable Environmental Laws (as defined below). There is no pending or, to the Companys knowledge, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Entity, relating to any Environmental Law involving the Company or any of its Subsidiaries. Environmental Law means any federal, state, local or foreign law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including any statute, regulation, administrative decision or order pertaining to (A) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (B) air, water and noise pollution; (C) groundwater and soil contamination; (D) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (E) the protection of wild life, marine life and wetlands, including all endangered and threatened species; (F) storage tanks, vessels, containers, abandoned or discarded barrels and other closed receptacles; (G) health and safety of employees and other persons; or (H) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances, or oil or petroleum products or solid or hazardous waste. As used above, the terms release and environment shall have the meaning set forth in the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 Environmental Response , Compensation and Liability Act of 1980, as amended (CERCLA).

( i ) The Company and its Subsidiaries have complied in all material respects with all applicable Environmental Laws ( as defined below ) . There is no pending or , to the Companys knowledge , threatened civil or criminal litigation , written notice of violation , formal administrative proceeding , or investigation , inquiry or information request by any Governmental Entity , relating to any Environmental Law involving the Company or any of its Subsidiaries . Environmental Law means any federal , state , local or foreign law , statute , rule or regulation or the common law relating to the environment or occupational health and safety , including any statute , regulation , administrative decision or order pertaining to ( A ) treatment , storage , disposal , generation and transportation of industrial , toxic or hazardous materials or substances or solid or hazardous waste ; ( B ) air , water and noise pollution ; ( C ) groundwater and soil contamination ; ( D ) the release or threatened release into the environment of industrial , toxic or hazardous materials or substances , or solid or hazardous waste , including emissions , discharges , injections , spills , escapes or dumping of pollutants , contaminants or chemicals ; ( E ) the protection of wild life , marine life and wetlands , including all endangered and threatened species ; ( F ) storage tanks , vessels , containers , abandoned or discarded barrels and other closed receptacles ; ( G ) health and safety of employees and other persons ; or ( H ) manufacturing , processing , using , distributing , treating , storing , disposing , transporting or handling of materials regulated under any law as pollutants , contaminants , toxic or hazardous materials or substances , or oil or petroleum products or solid or hazardous waste . As used above , the terms release and environment shall have the meaning set forth in the federal Comprehensive Environmental Response , Compensation and Liability Act of 1980 Environmental Response , Compensation and Liability Act of 1980 , as amended ( CERCLA ) .


Certificates evidencing the Securities shall not contain any legend (i) while a registration statement covering the resale of such security is effective under the Securities Act, ( ii) following any sale of such Securities pursuant to Rule 144, or (iii) if such Securities are eligible for sale under Rule 144(b)(1) without reliance on the conditions set forth in rule 144(c)(1) relating to the availability of current public information.

Certificates evidencing the Securities shall not contain any legend ( i ) while a registration statement covering the resale of such security is effective under the Securities Act , ( ii ) following any sale of such Securities pursuant to Rule 144 , or ( iii ) if such Securities are eligible for sale under Rule 144 ( b ) ( 1 ) without reliance on the conditions set forth in rule 144 ( c ) ( 1 ) relating to the availability of current public information .


(j)Insufficient Authorized Shares of Common Stock; Reservation of Shares. The Purchaser acknowledges and understands that the Company does not currently have a sufficient number of authorized shares of Common Stock to issue the Conversion Shares issuable upon conversion of the Series B Preferred Stock and the Warrant Shares issuable upon exercise of the Warrants to be issued in the Offering. Following the Closing, the Company shall use commercially reasonable efforts to increase the Companys authorized shares of Common Stock to an amount sufficient to allow the Company to issue all of the shares of Common Stock issuable (i) upon conversion of all outstanding shares of Series B Preferred Stock, (ii) exercise of all outstanding Warrants, and (iii) exercise or conversion, as applicable, of all other outstanding convertible securities of the Company (Convertible Securities); including by filing Articles of Amendment to the Companys Articles of Incorporation with the Secretary of State of the State of Florida (the Articles of Amendment) increasing the Companys authorized Common Stock and/or effecting a reverse split of the shares of Common Stock to permit the issuance of the Conversion Shares and Warrant Shares and all shares of Common Stock issuable upon exercise or conversion of the Convertible Securities. It is understood and agreed that the Company will seek stockholder approval of the Articles of Amendment. It is hereby agreed by each Purchaser that in connection with such stockholder approval, each such Purchaser shall (i) cause all shares owned by such Purchaser, including shares owned by such Purchasers affiliates, representatives and family members, to be voted in favor of the Articles of Amendment, and (ii) take such other action as shall be reasonably necessary to cause the Articles of Amendment to become effective.

( j ) Insufficient Authorized Shares of Common Stock ; Reservation of Shares . The Purchaser acknowledges and understands that the Company does not currently have a sufficient number of authorized shares of Common Stock to issue the Conversion Shares issuable upon conversion of the Series B Preferred Stock and the Warrant Shares issuable upon exercise of the Warrants to be issued in the Offering . Following the Closing , the Company shall use commercially reasonable efforts to increase the Companys authorized shares of Common Stock to an amount sufficient to allow the Company to issue all of the shares of Common Stock issuable ( i ) upon conversion of all outstanding shares of Series B Preferred Stock , ( ii ) exercise of all outstanding Warrants , and ( iii ) exercise or conversion , as applicable , of all other outstanding convertible securities of the Company ( Convertible Securities ) ; including by filing Articles of Amendment to the Companys Articles of Incorporation with the Secretary of State of the State of Florida ( the Articles of Amendment ) increasing the Companys authorized Common Stock and / or effecting a reverse split of the shares of Common Stock to permit the issuance of the Conversion Shares and Warrant Shares and all shares of Common Stock issuable upon exercise or conversion of the Convertible Securities . It is understood and agreed that the Company will seek stockholder approval of the Articles of Amendment . It is hereby agreed by each Purchaser that in connection with such stockholder approval , each such Purchaser shall ( i ) cause all shares owned by such Purchaser , including shares owned by such Purchasers affiliates , representatives and family members , to be voted in favor of the Articles of Amendment , and ( ii ) take such other action as shall be reasonably necessary to cause the Articles of Amendment to become effective .


(b)Governing Law; Submission to Jurisdiction. This Agreement will be governed by and construed and enforced under the internal laws of the State of Florida , without reference to principles of conflict of laws or choice of laws. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. The Company hereby irrevocably and unconditionally submits, for itself and its property to the exclusive jurisdiction of any Florida state court or federal court of the United States sitting in the State of Florida , and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement.

( b ) Governing Law ; Submission to Jurisdiction . This Agreement will be governed by and construed and enforced under the internal laws of the State of Florida , without reference to principles of conflict of laws or choice of laws . EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE , AND AGREES NOT TO REQUEST , A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY . The Company hereby irrevocably and unconditionally submits , for itself and its property to the exclusive jurisdiction of any Florida state court or federal court of the United States sitting in the State of Florida , and any appellate court from any thereof , in any action or proceeding arising out of or relating to this Agreement .


CTD Holdings, Inc. 6714 NW 16th Street, Suite B Gainesville, Florida <sup> 32653 Tel: (386) 418-8060 Fax: (321) 244-8351 Email: n.scott.fine@cyclodex.com Attention: N. Scott Fine

CTD Holdings , Inc . 6714 NW 16th Street , Suite B Gainesville , Florida < sup > 32653 Tel : ( 386 ) 418-8060 Fax : ( 321 ) 244-8351 Email : n . scott . fine @ cyclodex . com Attention : N . Scott Fine


| CTD Holdings, Inc. By:___________________________ Name: N. Scott Fine Title: Chief Executive Officer ---|---

| CTD Holdings , Inc . By : ___________________________ Name : N . Scott Fine Title : Chief Executive Officer - - - | - - -


EX-10.1 3 precise_spa.htm SHARE PURCHASE AGREEMENT


WHEREAS, Purchaser desire to purchase 8,000,000 restricted Shares from Seller, which constitutes 100% of the Corporations issued and outstanding Shares as of the date of this Agreement and Seller desires to sell such Shares upon the terms and conditions hereinafter set forth;

WHEREAS , Purchaser desire to purchase 8 , 000 , 000 restricted Shares from Seller , which constitutes 100 % of the Corporations issued and outstanding Shares as of the date of this Agreement and Seller desires to sell such Shares upon the terms and conditions hereinafter set forth ;


| (i) | Corporation is a blank check corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on the business it is now being conducted. Corporation and/or Seller do not require any consent and/or authorization, declaration or filing with any government or regulatory authority to undertake any actions herein; ---|---|---

| ( i ) | Corporation is a blank check corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on the business it is now being conducted . Corporation and / or Seller do not require any consent and / or authorization , declaration or filing with any government or regulatory authority to undertake any actions herein ; - - - | - - - | - - -


| (ii) | Corporation has filed with the United States Securities and Exchange Commission (SEC) a registration statement on Form S-1 in accordance with 17 CFR 230 .419, as amended. The effective date of registration statement is June 29, 2017. ---|---|---

| ( ii ) | Corporation has filed with the United States Securities and Exchange Commission ( SEC ) a registration statement on Form S-1 in accordance with 17 CFR 230 . 419 , as amended . The effective date of registration statement is June 29 , 2017 . - - - | - - - | - - -


| (ix) | The business and operation of the Corporation has and will be conducted in accordance with all applicable laws, rules, regulations, judgments. Neither the execution, delivery or performance of this Agreement (A) violates the Corporations by-laws, Certificate of Incorporation, Shareholder Agreements or any existing resolutions; and, (B) will cause the Corporation to lose any benefit or any right or privilege it enjoys under the Securities Act ( <sup> Act) or other applicable state securities laws; ---|---|---

| ( ix ) | The business and operation of the Corporation has and will be conducted in accordance with all applicable laws , rules , regulations , judgments . Neither the execution , delivery or performance of this Agreement ( A ) violates the Corporations by-laws , Certificate of Incorporation , Shareholder Agreements or any existing resolutions ; and , ( B ) will cause the Corporation to lose any benefit or any right or privilege it enjoys under the Securities Act ( < sup > Act ) or other applicable state securities laws ; - - - | - - - | - - -


780 Reservoir Avenue, #123


Mandla J. Gwadiso, Managing Partner and CEO Milost Global Inc .

Mandla J . Gwadiso , Managing Partner and CEO Milost Global Inc .


8. GOVERNING LAW. This Agreement shall be interpreted and governed in accordance with the laws of the State of Delaware . The parties herein waive trial by jury. In the event that litigation results or arise out of this Agreement or the performance thereof, the parties agree that the prevailing party is entitled to reimbursement for the non-prevailing party of reasonable attorneys fee, costs, expenses, in addition to any other relief to which the prevailing party may be entitled.

8 . GOVERNING LAW . This Agreement shall be interpreted and governed in accordance with the laws of the State of Delaware . The parties herein waive trial by jury . In the event that litigation results or arise out of this Agreement or the performance thereof , the parties agree that the prevailing party is entitled to reimbursement for the non-prevailing party of reasonable attorneys fee , costs , expenses , in addition to any other relief to which the prevailing party may be entitled .


For and on behalf of Milost Global Inc .


This SECURITIES PURCHASE AGREEMENT (the Agreement), dated as of October 2, 2017 , by and between Airborne Wireless Network , a Nevada corporation, with headquarters located at 4115 Guardian Street , Suite C , Simi Valley, CA <sup> 93063, (the Company), and GS CAPITAL PARTNERS, LLC , with its address at 110 Wall Street, Suite 5-070 , New York, NY <sup> 10005 (the Buyer).

This SECURITIES PURCHASE AGREEMENT ( the Agreement ) , dated as of October 2 , 2017 , by and between Airborne Wireless Network , a Nevada corporation , with headquarters located at 4115 Guardian Street , Suite C , Simi Valley , CA < sup > 93063 , ( the Company ) , and GS CAPITAL PARTNERS , LLC , with its address at 110 Wall Street , Suite 5-070 , New York , NY < sup > 10005 ( the Buyer ) .


a. Closing Date. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the Closing Date) shall be on or about October 2, 2017 , or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the Closing) shall occur on the Closing Date at such location as may be agreed to by the parties. The Closing of each of back end notes shall be on or before the dates specified in the relevant Buyer Notes. The Company may reject the closing of the back end financing by giving the Buyer written notice at least 30 days prior to the 6 month anniversary of the Notes of its intent to reject the funding of each of the Buyer Notes. In such base both the Buyer Notes and the back end notes shall be terminated.

a . Closing Date . The date and time of the first issuance and sale of the Note pursuant to this Agreement ( the Closing Date ) shall be on or about October 2 , 2017 , or such other mutually agreed upon time . The closing of the transactions contemplated by this Agreement ( the Closing ) shall occur on the Closing Date at such location as may be agreed to by the parties . The Closing of each of back end notes shall be on or before the dates specified in the relevant Buyer Notes . The Company may reject the closing of the back end financing by giving the Buyer written notice at least 30 days prior to the 6 month anniversary of the Notes of its intent to reject the funding of each of the Buyer Notes . In such base both the Buyer Notes and the back end notes shall be terminated .


f. Restricted Shares. The Company shall issue 66,000 restricted shares of Common Stock to the Buyer as additional consideration for the purchase of the Note.

f . Restricted Shares . The Company shall issue 66 , 000 restricted shares of Common Stock to the Buyer as additional consideration for the purchase of the Note .


h. S1 Payments. In the event the Company is able to raise amounts in excess of $1,500,000 pursuant to the S1 registration filed on August 31, 2017, then the Company covenants that, at the election of the Buyer, it shall use an amount of up to 33% of the net proceeds to the Company (the amount being specified by the Buyer) to prepay or retire the Note. Such payment will be made within 5 business days of request by Buyer. If the Company violates this provision then both the conversion discount set forth in Section 2(a) of the Note and the prepay premium set forth in Section 2(c) of the Note shall be increased by 15% .

h . S1 Payments . In the event the Company is able to raise amounts in excess of $ 1 , 500 , 000 pursuant to the S1 registration filed on August 31 , 2017 , then the Company covenants that , at the election of the Buyer , it shall use an amount of up to 33 % of the net proceeds to the Company ( the amount being specified by the Buyer ) to prepay or retire the Note . Such payment will be made within 5 business days of request by Buyer . If the Company violates this provision then both the conversion discount set forth in Section 2 ( a ) of the Note and the prepay premium set forth in Section 2 ( c ) of the Note shall be increased by 15 % .


Simi Valley, CA 93063


New York, NY 10005


Airborne Wireless Network | ---|--- | | By: | /s/J. Edward Daniels | Name:

Airborne Wireless Network | - - - | - - - | | By : | / s / J . Edward Daniels | Name :


Aggregate Principal Amount of Note: $444,000.00

Aggregate Principal Amount of Note : $ 444 , 000 . 00


This Securities Purchase Agreement (this Agreement) is dated as of October 13, 2017 , between Rexahn Pharmaceuticals, 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).

This Securities Purchase Agreement ( this Agreement ) is dated as of October 13 , 2017 , between Rexahn Pharmaceuticals , 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 ) .


Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.< br/>

Affiliate means any Person that , directly or indirectly through one or more intermediaries , controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act . & lt ; br / & gt ;


Short Sales means all short sales as defined in Rule 200 of Regulation SHO under the Exchange Act ( but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

Short Sales means all short sales as defined in Rule 200 of Regulation SHO under the Exchange Act ( but shall not be deemed to include the location and / or reservation of borrowable shares of Common Stock ) .


Transfer Agent means Olde Monmouth Stock Transfer, the current transfer agent of the Company, with a mailing address of 200 Memorial Parkway, Atlantic Highlands, NJ 07716 and a facsimile number of (732) 872-2728 , and any successor transfer agent of the Company.

Transfer Agent means Olde Monmouth Stock Transfer , the current transfer agent of the Company , with a mailing address of 200 Memorial Parkway , Atlantic Highlands , NJ 07716 and a facsimile number of ( 732 ) 872-2728 , and any successor transfer agent of the Company .


(i) Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest financial statements included within the Registration Statement, the Prospectus and the Prospectus Supplement, except as specifically set forth in Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Companys financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

( i ) Material Changes ; Undisclosed Events , Liabilities or Developments . Since the date of the latest financial statements included within the Registration Statement , the Prospectus and the Prospectus Supplement , except as specifically set forth in Schedule 3 . 1 ( i ) , ( i ) there has been no event , occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect , ( ii ) the Company has not incurred any liabilities ( contingent or otherwise ) other than ( A ) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and ( B ) liabilities not required to be reflected in the Companys financial statements pursuant to GAAP or disclosed in filings made with the Commission , ( iii ) the Company has not altered its method of accounting , ( iv ) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased , redeemed or made any agreements to purchase or redeem any shares of its capital stock and ( v ) the Company has not issued any equity securities to any officer , director or Affiliate , except pursuant to existing Company stock option plans . The Company does not have pending before the Commission any request for confidential treatment of information . Except for the issuance of the Securities contemplated by this Agreement , no event , liability , fact , circumstance , occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses , prospects , properties , operations , assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made .


(n) Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the Registration Statement, the Prospectus and the Prospectus Supplement, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (Material Permits), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

( n ) Regulatory Permits . The Company and the Subsidiaries possess all certificates , authorizations and permits issued by the appropriate federal , state , local or foreign regulatory authorities necessary to conduct their respective businesses as described in the Registration Statement , the Prospectus and the Prospectus Supplement , except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect ( Material Permits ) , and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit .


(s) Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in material compliance with any and all applicable requirements of the Sarbanes- Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls designed to provide reasonable assurance that: (i) transactions are executed in accordance with managements general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with managements general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. The Companys certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act ( such date, the Evaluation Date). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

( s ) Sarbanes-Oxley ; Internal Accounting Controls . The Company and the Subsidiaries are in material compliance with any and all applicable requirements of the Sarbanes - Oxley Act of 2002 that are effective as of the date hereof , and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date . The Company and the Subsidiaries maintain a system of internal accounting controls designed to provide reasonable assurance that : ( i ) transactions are executed in accordance with managements general or specific authorizations ; ( ii ) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability ; ( iii ) access to assets is permitted only in accordance with managements general or specific authorization ; and ( iv ) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences . The Company and the Subsidiaries have established disclosure controls and procedures ( as defined in Exchange Act Rules 13a-15 ( e ) and 15d-15 ( e ) ) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded , processed , summarized and reported , within the time periods specified in the Commissions rules and forms . The Companys certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act ( such date , the Evaluation Date ) . The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date . Since the Evaluation Date , there have been no changes in the internal control over financial reporting ( as such term is defined in the Exchange Act ) of the Company and its Subsidiaries that have materially affected , or is reasonably likely to materially affect , the internal control over financial reporting of the Company and its Subsidiaries .


(ii) Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Companys knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (OFAC).

( ii ) Office of Foreign Assets Control . Neither the Company nor any Subsidiary nor , to the Companys knowledge , any director , officer , agent , employee or affiliate of the Company or any Subsidiary is currently subject to any U . S . sanctions administered by the Office of Foreign Assets Control of the U . S . Treasury Department ( OFAC ) .


(ll) Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 , as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the Money Laundering Laws), and there is no Proceeding with respect to the Money Laundering Laws.

( ll ) Money Laundering . The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 , as amended , applicable money laundering statutes and applicable rules and regulations thereunder ( collectively , the Money Laundering Laws ) , and there is no Proceeding with respect to the Money Laundering Laws .


(c) Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be an accredited investor as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.< br/>

( c ) Purchaser Status . At the time such Purchaser was offered the Securities , it was , and as of the date hereof it is , and on each date on which it exercises any Warrants , it will be an accredited investor as defined in Rule 501 ( a ) ( 1 ) , ( a ) ( 2 ) , ( a ) ( 3 ) , ( a ) ( 7 ) or ( a ) ( 8 ) under the Securities Act . & lt ; br / & gt ;


4.2 Furnishing of Information. Until the earliest of the time that (i) no Purchaser is the holder of Warrants or (ii) the Warrants have expired, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.< br/>

4 . 2 Furnishing of Information . Until the earliest of the time that ( i ) no Purchaser is the holder of Warrants or ( ii ) the Warrants have expired , the Company covenants to timely file ( or obtain extensions in respect thereof and file within the applicable grace period ) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act . & lt ; br / & gt ;


5.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York , without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence a suit, action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such suit, action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of such suit, action or proceeding.

5 . 9 Governing Law . All questions concerning the construction , validity , enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York , without regard to the principles of conflicts of law thereof . Each party agrees that all legal proceedings concerning the interpretations , enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents ( whether brought against a party hereto or its respective affiliates , directors , officers , shareholders , partners , members , employees or agents ) shall be commenced exclusively in the state and federal courts sitting in the City of New York . Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York , Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein ( including with respect to the enforcement of any of the Transaction Documents ) , and hereby irrevocably waives , and agrees not to assert in any suit , action or proceeding , any claim that it is not personally subject to the jurisdiction of any such court , that such suit , action or proceeding is improper or is an inconvenient venue for such proceeding . Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit , action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery ( with evidence of delivery ) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof . Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law . If any party shall commence a suit , action or proceeding to enforce any provisions of the Transaction Documents , then , in addition to the obligations of the Company under Section 4 . 8 , the prevailing party in such suit , action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys fees and other costs and expenses incurred with the investigation , preparation and prosecution of such suit , action or proceeding .


5.21 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

5 . 21 WAIVER OF JURY TRIAL . IN ANY ACTION , SUIT , OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY , THE PARTIES EACH KNOWINGLY AND INTENTIONALLY , TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW , HEREBY ABSOLUTELY , UNCONDITIONALLY , IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY .


IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

IN WITNESS WHEREOF , the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above .


Purchased by wire transfer of immediately available funds to the Company on or prior to 6/23/2017< br/>

Purchased by wire transfer of immediately available funds to the Company on or prior to 6 / 23 / 2017 & lt ; br / & gt ;


Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 sha11 constitute "restricted securities" as that term is defined in Rule 144 promulgated under the Act, and shall contain the following restrictive legend:

Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 sha11 constitute " restricted securities " as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend :


Total Purchase Price: $1 00,000


THIS SECURITIES PURCHASE AGREEMENT (this Agreement) is made as of October2, 2017 by and between Alphatec Holdings, Inc. , a Delaware corporation (the Company), and the individual listed on the signature page attached hereto under the heading Purchaser (Purchaser).

THIS SECURITIES PURCHASE AGREEMENT ( this Agreement ) is made as of October2 , 2017 by and between Alphatec Holdings , Inc . , a Delaware corporation ( the Company ) , and the individual listed on the signature page attached hereto under the heading Purchaser ( Purchaser ) .


(a) The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware , and has the requisite corporate power and authority to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing could not reasonably be expected to have a material adverse effect on any of: (i)the business, properties, assets, operations, results of operations or financial condition of the Company or (ii)the authority or ability of the Company to perform its obligations hereunder.

( a ) The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware , and has the requisite corporate power and authority to own its properties and to carry on its business as now being conducted . The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary , except to the extent that the failure to be so qualified or be in good standing could not reasonably be expected to have a material adverse effect on any of : ( i ) the business , properties , assets , operations , results of operations or financial condition of the Company or ( ii ) the authority or ability of the Company to perform its obligations hereunder .


5818 El Camino Real


Per Share Purchase Price equals $2.625 .

Per Share Purchase Price equals $ 2 . 625 .


Transfer Agent means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing address of 17 Battery Place, 8th Floor, New York, NY 10004, and any successor transfer agent of the Company.

Transfer Agent means Continental Stock Transfer & amp ; Trust Company , the current transfer agent of the Company , with a mailing address of 17 Battery Place , 8th Floor , New York , NY 10004 , and any successor transfer agent of the Company .


(iv)an electronic copy of the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).< br/>

( iv ) an electronic copy of the Prospectus and Prospectus Supplement ( which may be delivered in accordance with Rule 172 under the Securities Act ) . & lt ; br / & gt ;


(j)Litigation. Other than actions described in the most recent SEC Report, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an Action) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Other than actions described in the SEC Reports, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.< br/>

( j ) Litigation . Other than actions described in the most recent SEC Report , there is no action , suit , inquiry , notice of violation , proceeding or investigation pending or , to the knowledge of the Company , threatened against or affecting the Company , any Subsidiary or any of their respective properties before or by any court , arbitrator , governmental or administrative agency or regulatory authority ( federal , state , county , local or foreign ) ( collectively , an Action ) which ( i ) adversely affects or challenges the legality , validity or enforceability of any of the Transaction Documents or the Securities or ( ii ) would , if there were an unfavorable decision , have or reasonably be expected to result in a Material Adverse Effect . Other than actions described in the SEC Reports , neither the Company nor any Subsidiary , nor any director or officer thereof , is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty . The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act . & lt ; br / & gt ;


(p) Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all material patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have would have a Material Adverse Effect (collectively, the Intellectual Property Rights). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except where such action is not expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing material infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

( p ) Intellectual Property . The Company and the Subsidiaries have , or have rights to use , all material patents , patent applications , trademarks , trademark applications , service marks , trade names , trade secrets , inventions , copyrights , licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have would have a Material Adverse Effect ( collectively , the Intellectual Property Rights ) . None of , and neither the Company nor any Subsidiary has received a notice ( written or otherwise ) that any of , the Intellectual Property Rights has expired , terminated or been abandoned , or is expected to expire or terminate or be abandoned , within two ( 2 ) years from the date of this Agreement except where such action is not expected to result in a Material Adverse Effect . Neither the Company nor any Subsidiary has received , since the date of the latest audited financial statements included within the SEC Reports , a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person , except as would not have or reasonably be expected to not have a Material Adverse Effect . To the knowledge of the Company , all such Intellectual Property Rights are enforceable and there is no existing material infringement by another Person of any of the Intellectual Property Rights . The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy , confidentiality and value of all of their intellectual properties , except where failure to do so would not , individually or in the aggregate , reasonably be expected to have a Material Adverse Effect .