SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 3, 2015, between Content Checked Holdings, Inc., 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 WARRANT CONTENT CHECKED HOLDINGS, inc.Content Checked Holdings, Inc. • September 4th, 2015 • Wholesale-hardware & plumbing & heating equipment & supplies
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 the close of business on the sixty-two (62) month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Content Checked Holdings, Inc., a Nevada corporation (the “Company”), up to 6,300,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE july 1, 2017Content Checked Holdings, Inc. • September 4th, 2015 • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This 8% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of CONTENT CHECKED HOLDINGS, INC., a Nevada corporation (the “Company”), having its principal place of business at 8730 Sunset Blvd., Suite 240, West Hollywood, California 90069, designated as its 8% Senior Secured Convertible Debenture due July 1, 2017 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • September 4th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This SECURITY AGREEMENT, dated as of September 3, 2015 (this “Agreement”), is among CONTENT CHECKED HOLDINGS, INC., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Debenture Due July 1, 2017, in the original aggregate principal amount of $5,040,000.00 (collectively and as they may be amended, restated, supplemented or otherwise modified from time to time, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 4th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York
SUBSIDIARY GUARANTEE, dated as of September 3, 2015 (this “Guarantee”), 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 the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, by and between CONTENT CHECKED HOLDINGS, INC., a Nevada corporation (the “Company”), and the Purchasers (the “Purchase Agreement”).
