REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of February 13 , 2017 (the “Execution Date”), is entered into by and between Helix TCS, Inc. (the “Company”), a Delaware corporation, with its principal executive offices at 5300 DTC Parkway, Greenwood Village, CO 80111, and RedDiamond Partners, LLC (the “Investor”), a Delaware limited liability company, with its principal executive offices at 156 West Saddle River Road Saddle River, NJ 07458.
INVESTMENT AGREEMENTInvestment Agreement • February 24th, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • California
This INVESTMENT AGREEMENT (the “Agreement”), dated as of February 13, 2017 (the “Execution Date”), is entered into by and between Helix TCS, Inc. (the “Company”), a Delaware corporation, with its principal executive offices at 4950 South Yosemite Street, F2-210, Greenwood Village, CO 80111, and RedDiamond Partners LLC (the “Investor”), a Delaware limited liability company, with its principal executive offices at 156 West Saddle River Road Saddle River, NJ 07458.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • February 24th, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • Wyoming
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, RedDiamond Partners LLC, a Delaware corporation, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5 PM New York City Time on February 12, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helix TCS, Inc., a Delaware corporation (the “Company”), up to 25,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1.00(b).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 24th, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
This SUBSIDIARY GUARANTEE, dated as of February 13, 2017 (this “Guarantee”), is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of RedDiamond Partners, LLC (together with their permitted assigns, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 13, 2017, is entered into by and between Helix TCS, Inc., a Delaware corporation (the “Company”), and RedDiamond Partners, LLC (as the “Lender”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Section 1.
SECURITY AGREEMENTSecurity Agreement • February 24th, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
This SECURITY AGREEMENT, dated as of February 13, 2017 (this “Agreement”), is among Helix TCS, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and RedDiamond Partners, LLC, its endorsees, transferees, and assigns (collectively, the “Secured Parties”).
10% FIXED SECURED CONVERTIBLE PROMISSORY NOTE OF HELIX TCS, INC.Convertible Note Agreement • February 24th, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
This Note is a duly authorized Fixed Secured Convertible Promissory Note of Helix TCS, Inc. a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company's 10% Fixed Secured Convertible Promissory Note due September 13, 2017 (“Maturity Date”) in the principal amount of $25,000 (the “Note”).
10% FIXED SECURED CONVERTIBLE PROMISSORY NOTE OF HELIX TCS, INC.Convertible Note Agreement • February 24th, 2017 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
This Note is a duly authorized Fixed Secured Convertible Promissory Note of Helix TCS, Inc. a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company's 10% Fixed Secured Convertible Promissory Note due September 12, 2017 (“Maturity Date”) in the principal amount of $183,333.33 (the “Note”).
