SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August __, 2019 between Helix TCS, 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”).
COMMON STOCK PURCHASE WARRANT helix tcs, INC.Common Stock Purchase Warrant • August 2nd, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 5:00 p.m. (New York City time) on ___________, 2021 1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helix TCS, Inc., a Delaware corporation (the “Company”), up to ______ 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 2(b).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (ISSUABLE ALONG WITH SHARES UPON EXERCISE OF AND CONSTITUTING THE WARRANT PORTION OF THE UNITS ISSUABLE UPON EXERCISE OF THE PLACEMENT AGENT UNIT PURCHASE OPTION) helix tcs, INC.Placement Agent Common Stock Purchase Warrant • August 2nd, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ISSUABLE UPON EXERCISE OF AND CONSTITUTING THE WARRANT PORTION OF THE UNITS ISSUABLE UPON EXERCISE OF THE PLACEMENT AGENT UNIT PURCHASE OPTION (the “Warrant”) certifies that, for value received, [The Benchmark Company] 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 5:00 p.m. (New York City time) on ___________, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helix TCS, Inc., a Delaware corporation (the “Company”), up to [_______] 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 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 2nd, 2019 • Helix TCS, Inc. • Services-detective, guard & armored car services • New York
This letter (the “Agreement”) constitutes the agreement between The Benchmark Company (the “Placement Agent”) and Helix TCS, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of units (each a “Unit”) of the Company, each Unit consisting of (i) one (1) share (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) one (1) common stock purchase warrant to purchase one (1) share of Common Stock (the “Warrants” and together with the Shares and the Units, collectively, the “Securities”). The Securities will be offered pursuant to the Company’s registration statement on Form S-1 (File No: 333-231844) (the “Registration Statement” and the prospectus contained therein, the “Prospectus”). The terms of the Placement shall be mutually
