SECURED CONVERTIBLE NOTE DUE JUNE 19, 2017Emerald Medical Applications Corp. • June 22nd, 2016 • Blank checks • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of EMERALD MEDICAL APPLICATIONS CORP., a Delaware corporation, (the “Borrower”), having its principal place of business at c/o Law Office of Richard Rubin, 40 Wall Street, New York, NY 10005, fax: 212-658-9867, due June 19, 2017 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2016 • Emerald Medical Applications Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 20, 2016, by and among Emerald Medical Applications Corp., a Delaware corporation (the "Company"), and the investors listed on the Schedule of Purchasers attached hereto (each, a "Purchaser" and collectively, the "Purchasers").
CLASS A COMMON STOCK PURCHASE WARRANT EMERALD MEDICAL APPLICATIONS CORP.Emerald Medical Applications Corp. • June 22nd, 2016 • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ALPHA CAPITAL ANSTALT, Lettstrasse 32, 9490 Vaduz, Liechtenstein, Fax: 011-423-2323196, 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 five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EMERALD MEDICAL APPLICATIONS CORP., a Delaware corporation (the “Company”), up to 100,000 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).
SECURITY AGREEMENTSecurity Agreement • June 22nd, 2016 • Emerald Medical Applications Corp. • Blank checks • New York
This SECURITY AGREEMENT, dated as of June 20, 2016 (this “Agreement”), is among Emerald Medical Applications Corp., a Delaware corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors”), Alpha Capital Anstalt, as collateral agent (the “Collateral Agent”) for and the holders of the Company’s Secured Convertible Notes issued on June 20, 2016, in the original aggregate principal amounts of $400,000 and $40,000, respectively, and such other of the Company’s secured Convertible Notes which may be issued in the future (collectively, the “Notes”) (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 22nd, 2016 • Emerald Medical Applications Corp. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 20, 2016, between Emerald Medical Applications Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
