SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 22nd, 2016 • Air Industries Group • Aircraft parts & auxiliary equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 19, 2016, between Air Industries Group, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • August 22nd, 2016 • Air Industries Group • Aircraft parts & auxiliary equipment, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Taglich Brothers, Inc. 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 August 19, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on July 31, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Air Industries Group, a Nevada corporation (the “Company”), up to 67,159 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT AIR INDUSTRIES GROUPCommon Stock Purchase Warrant • August 22nd, 2016 • Air Industries Group • Aircraft parts & auxiliary equipment, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______ or 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 of initial issuance hereof (the “Initial Exercise Date”) and on or prior to the close of business on July 31, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Air Industries Group, a Nevada corporation (the “Company”), up to ____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 22nd, 2016 • Air Industries Group • Aircraft parts & auxiliary equipment, nec • New York
12% Subordinated Convertible Note due December 31, 2017Convertible Note Agreement • August 22nd, 2016 • Air Industries Group • Aircraft parts & auxiliary equipment, nec • New York
This Note is one of a series of Notes in the aggregate principal amount of up to $4,250,000 (the “Notes”) issued pursuant to a Securities Purchase Agreement dated August 19, 2016 between the purchasers of the Notes and the Company (the “Securities Purchase Agreement”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Securities Purchase Agreement.
JOINDER AGREEMENT Preliminary StatementJoinder Agreement • August 22nd, 2016 • Air Industries Group • Aircraft parts & auxiliary equipment, nec
In connection with the private placement of its Series A Convertible Preferred Stock completed in May and June 2016 (the “Series A Preferred Stock Offering”), Air Industries Group, a Nevada corporation (the “Company”) and the purchasers of the shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) sold in the offering (the “Purchasers”) entered into a Registration Rights Agreement dated May 26, 2016 (the “Registration Rights Agreement”). The Investor, whose name appears below, has acquired one of the Company’s 12% Subordinated Convertible Notes due December 31, 2017 (the “Notes”), together with warrants to purchase shares of the Company’s common stock (the “Warrants”) sold pursuant to a Securities Purchase Agreement with the Company dated the date hereof.
Amendment of Registration Rights AgreementRegistration Rights Agreement • August 22nd, 2016 • Air Industries Group • Aircraft parts & auxiliary equipment, nec
This Agreement amends the Registration Rights Agreement described below insofar as necessary for the Investor whose name appears below to become a party to such Agreement with respect to the Registrable Securities, as defined below, underlying the Notes acquired by the Investor.
