SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 15th, 2014 • Inergetics Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 14, 2014, by and between Inergetics, Inc., a Delaware corporation, with headquarters located at 550 Broad Street, Suite 1212, Newark, New Jersey 7102 (the “Company”), and 31 GROUP LLC, a New York limited liability company, with its address at 5 Hanover Square, New York, New York 10004 (the “Buyer”).
INERGETICS, INC. Class A Warrant To Purchase Common StockPurchase Agreement • July 15th, 2014 • Inergetics Inc • Pharmaceutical preparations • New York
Inergetics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 31 GROUP, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), Two Million Five Hundred Thousand (2,500,000) (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 15th, 2014 • Inergetics Inc • Pharmaceutical preparations • New York
ContractSecurity Agreement • July 15th, 2014 • Inergetics Inc • Pharmaceutical preparations • New York
IN ACCORDANCE WITH A CERTAIN SUBORDINATION AGREEMENT BY AND AMONG THE LENDER AND THE PRIOR LENDERS, THE LENDER HAS SUBORDINATED ANY SECURITY INTEREST OR LIEN THAT LENDER MAY HAVE IN ANY PROPERTY OF THE BORROWER TO THE SECURITY INTEREST OF THE PRIOR LENDERS IN ALL ASSETS OF THE BORROWER, NOTWITHSTANDING THE RESPECTIVE DATES OF ATTACHMENT OR PERFECTION OF THE SECURITY INTEREST OF THE LENDER AND THE PRIOR LENDERS.
