0001415889-15-001552 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 6th, 2015 • Spendsmart Networks, Inc. • Retail-retail stores, nec • New York

This Securities Purchase Agreement (“Agreement”) is made as of the date last indicated below on the signature page hereof, by and between SpendSmart Networks, Inc., a Delaware corporation having its principal offices at 805 Aerovista Parkway, Suite 205, San Luis Obispo, CA 93401 (the “Company” or “Borrower”) and the Purchaser (“Purchaser”) whose name and address are set forth on the Signature Page to this Agreement.

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SPENDSMART NETWORKS, INC. A Delaware Corporation Common Stock Purchase Warrant (the “Warrant”)
Warrant Agreement • May 6th, 2015 • Spendsmart Networks, Inc. • Retail-retail stores, nec • New York

This Warrant is issued pursuant to that certain Securities Purchase Agreement, dated as of even date herewith, by and among each of the Parties named therein, pursuant to which Holder, or its assignor, acquired certain Units comprised of 9% Convertible Promissory Notes (the “Note”) and Warrants (the “Purchase Agreement”). Capitalized terms not otherwise used herein shall be as defined in the Securities Purchase Agreement and the Note between the Company and the original purchaser of this Warrant, dated as of even date herewith.

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