SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 18th, 2015 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery • California
This Securities Purchase Agreement (this "Agreement") is dated as of March 13, 2015, by and among Fresh Healthy Vending International, Inc. , a Nevada corporation (the "Company") and the persons and entities listed on the schedule of purchasers attached hereto as Schedule I (each a "Purchaser" and, collectively, the "Purchasers").
COMMON STOCK PURCHASE WARRANTWarrant Agreement • March 18th, 2015 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery
This Warrant has been issued pursuant to the terms of that certain Securities Purchase Agreement, dated as of March 13, 2015 (the "Purchase Agreement"), by and among the Company and Purchaser party thereto, including the Holder. Capitalized terms not defined herein shall have the meanings given to them in the Purchase Agreement. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
ContractSecurities Agreement • March 18th, 2015 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery • California
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
