Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


THIS
SECURITIES PURCHASE AGREEMENT (the “Agreement”),
dated as of September 17, 2015, is entered into by and among Balance Labs, Inc., a Delaware corporation (the
“Company”), and ______________ (the “Purchaser”).


 


WITNESSETH:


 


WHEREAS, the Company
and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities
registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D (“Regulation
D”), to foreign investors afforded by Regulation S (“Regulation S”), as promulgated by the United States Securities
and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”),
and/or Section 4(2) of the Securities Act; and


 


WHEREAS, the Purchaser
wishes to purchase certain Units of the Company consists of shares of Company’s Common Stock and Warrants, subject to and
upon the terms and conditions of this Agreement and acceptance of this Agreement by the Company, on the terms and conditions referred
to herein.


 


NOW THEREFORE, in
consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.          AGREEMENT
TO PURCHASE; PURCHASE PRICE.


 


a.           Purchase.


 


(i)          Subject
to the terms and conditions of this Agreement and Transaction Documents, the Purchaser hereby agrees to purchase from the Company,
and the Company hereby agrees to sell and issue to the Purchaser, ___________ Units (as defined below), at a purchase price of
$0.50 per Unit (the “Unit Price”), for an aggregate purchase price of $_________ (the “Purchase Price”),
on the Closing Date (as defined below).


 


(ii)         In
consideration for the Purchaser agreeing to purchase the Shares, the Company agrees to issue to the Purchaser the Warrants in the
form of Exhibit A hereto. Additional provisions relating to the Warrants are provided below.


 


(iii)        The
issuance of the Shares and Warrants and the other transactions contemplated hereby are sometimes referred to herein and in the
other Transaction Documents as the purchase and sale of the Securities (as defined below), and are referred to collectively as
the "Transactions".


 




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b.           Certain
Definitions.         As used herein, each of the following terms has the meaning
set forth below, unless the context otherwise requires:


 


“Common Stock”
means the Company’s common stock, par value $0.0001 per share.


 


“Closing Date”
means the date of the closing of the issuance of Shares and Warrants.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Holder” means
the Person holding the relevant Securities at the relevant time.


 


“Material Adverse Effect”
means an event or combination of events, which individually or in the aggregate, would reasonably be expected to (w) adversely
affect the legality, validity or enforceability of the Securities or any of the Transaction Documents, (x) have or result in a
material adverse effect on the results of operations, assets, prospects, or condition (financial or otherwise) of the Company and
its subsidiaries, taken as a whole, (y) adversely impair the Company's ability to perform fully on a timely basis its obligations
under any of the Transaction Documents or the transactions contemplated thereby, or (z) materially and adversely affect the value
of the rights granted to the Purchaser in the Transaction Documents.


 


“Person” means
any living person or any entity, such as, but not necessarily limited to, a corporation, partnership or trust.


 


“Preferred Stock”
means the Company’s preferred stock, par value $0.0001 per share.


 


“Securities”
means the Shares, the Warrants, the Warrant Shares, and any shares of Common Stock of the Company that may be issued to the Purchaser
in connection with any other agreements between the parties.


 


“State of Incorporation”
means Delaware.


 


“Share” means
one (1) share of Company’s Common Stock. 


 


“Subsidiary”
means any subsidiary of the Company.


 


“Transfer Agent”
means, at any time, the transfer agent for the Company’s Common Stock.


 


“Transaction Documents”
means this Agreement, the Warrants, and all ancillary documents referred to in those agreements.


 


“Unit” means
one Share and one Warrant.


 




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“Warrant” means
one (1) warrant to purchase one (1) share of the Common Stock at the Warrant Exercise Price, exercisable for three years from the
executed date hereof.


 


“Warrant Exercise Price”
means $2.00 per share.


 


“Warrant Shares”
means shares of Common Stock underlying the Warrants.


 


c.           Form
of Payment; Delivery of Securities.


 


(i)          On
the Closing Date, the Purchaser shall pay the Purchase Price by delivering immediately available funds in United States Dollars
to the Company. The Company shall deliver the Shares and Warrants, duly executed on behalf of the Company to the Purchaser.


 


(iii)        By
signing this Agreement, the Purchaser and the Company agree to all of the terms and conditions of the Transaction Documents, all
of the provisions of which are incorporated herein by this reference as if set forth in full.


 


2. PURCHASER REPRESENTATIONS,
WARRANTIES, ETC.; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION.


 


The Purchaser represents
and warrants to, and covenants and agrees with, the Company as follows:


 


a.           Without
limiting Purchaser's right to sell the Securities pursuant to an effective registration statement, if applicable, or otherwise
in compliance with the Securities Act, the Purchaser is purchasing the Securities for its own account for investment only and not
with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution
thereof.


 


b.           In
the event that the Purchaser is deemed as a “U.S. Person” under the Securities Act, the Purchaser is (i) an "accredited
investor" as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule
501(a)(3), (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able,
by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated
with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection
with the transactions described in this Agreement, and the related documents, and to evaluate the merits and risks of an investment
in the Securities, and (iv) able to afford the entire loss of its investment in the Securities.


 


c.           All
subsequent offers and sales of the Securities by the Purchaser shall be made pursuant to registration of the relevant Securities
under the Securities Act or pursuant to an exemption from registration.


 




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d.           The
Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration
requirements of the Securities Act and state securities laws and that the Company is relying upon the truth and accuracy of, and
the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser
set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the
Securities.


 


e.           The
Purchaser and its advisors, if any, have been furnished with or have been given access to all materials relating to the business,
finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested
by the Purchaser, including those set forth on in any annex attached hereto. The Purchaser and its advisors, if any, have been
afforded the opportunity to ask questions of the Company and its management and have received complete and satisfactory answers
to any such inquiries.


 


f.            The
Purchaser understands that its investment in the Securities involves a high degree of risk.


 


g.           The
Purchaser hereby represents that, in connection with its purchase of the Securities, it has not relied on any statement or representation
by the Company or any of its officers, directors and employees or any of their respective attorneys or agents, except as specifically
set forth herein.


 


h.           The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Securities.


 


i.            This
Agreement and the other Transaction Documents to which the Purchaser is a party, and the transactions contemplated thereby, have
been duly and validly authorized, executed and delivered on behalf of the Purchaser and are valid and binding agreements of the
Purchaser enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and
to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally.


 


3.          COMPANY
REPRESENTATIONS, ETC.  The Company represents and warrants to the Purchaser as of the date hereof and as of the closing.


 


a.           Rights
of Others Affecting the Transactions. There are no preemptive rights of any shareholder of the Company, as such, to acquire
the Shares, the Warrants, or any shares of the Company’s Common Stock that may be issued to the Purchaser in connection with
any other agreements between the parties, in the event such shares are issued.


 


b.           Status.
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Incorporation
and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is
duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business
conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so
qualify would not have or result in a Material Adverse Effect.


 




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c.           Authorized
Shares.


 


(i)          The
authorized capital stock of the Company consists of (i) 500,000,000 shares of Common Stock, of which 20,400,000 and 20,000,000
shares are issued and outstanding as of the date hereof; and (ii) 50,000,000 shares of Preferred Stock, none of which are outstanding
as of the date hereof. No options or warrants are issued and outstanding.


 


(ii)         The
Company has sufficient authorized and unissued shares of Preferred Stock as may be necessary to effect the issuance of the Shares
on the Closing Date.


 


(iii)        As
of the Closing Date, the Shares shall have been duly authorized by all necessary corporate action on the part of the Company, and,
when issued pursuant to the relevant provisions of the Transaction Documents, in each case in accordance with their respective
terms, will be duly and validly issued, fully paid and non-assessable and will not subject the Holder thereof to personal liability
by reason of being such Holder.


 


d.           Transaction
Documents and Stock. This Agreement and each of the other Transaction Documents, and the transactions contemplated thereby,
have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this
Agreement is, and the Warrants, and each of the other Transaction Documents, when executed and delivered by the Company, will be,
valid and binding agreements of the Company enforceable in accordance with their respective terms, subject as to enforceability
to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of
creditors' rights generally.


 


e.           Non-contravention.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company, the issuance of the
Securities, and the consummation by the Company of the other transactions contemplated by this Agreement, each of the Warrants,
and the other Transaction Documents do not and will not conflict with or result in a breach by the Company of any of the terms
or provisions of, or constitute a default under (i) the certificate of incorporation or by-laws of the Company, each as currently
in effect, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party
or by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock except as herein
set forth, or (iii) to its knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or order
of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction
over the Company or any of its properties or assets, except such conflict, breach or default which would not have or result in
a Material Adverse Effect.


 


f.            Approvals.
No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock
exchange or market or the shareholders of the Company is required to be obtained by the Company for the issuance and sale of the
Securities to the Purchaser as contemplated by this Agreement, except such authorizations, approvals and consents that have been
obtained.


 




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g.           Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body
pending or, to the knowledge of the Company, threatened against or affecting the Company before or by any governmental authority
or nongovernmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable
decision, ruling or finding would have a Material Adverse Effect or which would adversely affect the validity or enforceability
of, or the authority or ability of the Company to perform its obligations under, any of the Transaction Documents. The Company
is not aware of any valid basis for any such claim that (either individually or in the aggregate with all other such events and
circumstances) could reasonably be expected to have a Material Adverse Effect. There are no outstanding or unsatisfied judgments,
orders, decrees, writs, injunctions or stipulations to which the Company is a party or by which it or any of its properties is
bound, that involve the transaction contemplated herein or that, alone or in the aggregate, could reasonably be expect to have
a Material Adverse Effect.


 


h.           Dilution.
Any shares of the Company’s Common issued to the Purchaser in connection with any agreements between the parties hereto,
in the event such shares are issued may have a dilutive effect on the ownership interests of the other shareholders (and Persons
having the right to become shareholders) of the Company. The Company's executive officers and directors have studied and fully
understand the nature of the Securities being sold hereby and recognize that they have such a potential dilutive effect. The board
of directors of the Company has concluded, in its good faith business judgment, that such issuance is in the best interests of
the Company.


 


i.            Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each
of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly
authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith.
Each Transaction Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance
with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance
with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies.


 


j.            Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company
or any Subsidiary.


 




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4.          CERTAIN
COVENANTS AND ACKNOWLEDGMENTS.


 


a.           Transfer
Restrictions. The Purchaser acknowledges that (1) the Securities have not been and are not being registered under the provisions
of the Securities Act and may not be transferred unless (A) subsequently registered thereunder or (B) the Purchaser shall have
delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect
that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (2) any
sale of the Securities made in reliance on Rule 144 promulgated under the Securities Act ("Rule 144") may be made only
in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such Securities under circumstances
in which the seller, or the Person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the
Securities Act, may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC
thereunder; and (3) neither the Company nor any other Person is under any obligation to register the Securities under the Securities
Act or to comply with the terms and conditions of any exemption thereunder.


 


b.           Restrictive
Legend. The Purchaser acknowledges and agrees that the certificates and other instruments representing any of the Securities
shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of
any such Securities):


 


"THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."


 


c.           Filings.
The Company undertakes and agrees to make all necessary filings in connection with the sale of the Securities to the Purchaser
under any United States laws and regulations applicable to the Company, or by any domestic securities exchange or trading market,
and to provide a copy thereof to the Purchaser promptly after such filing.


 


d.           Publicity,
Filings, Releases, Etc. Except for disclosure required by the SEC, each of the parties agrees that it will not disseminate
any information relating to the Transaction Documents or the transactions contemplated thereby, including issuing any press releases,
holding any press conferences or other forums, or filing any reports (collectively, "Publicity"), without giving the
other party reasonable advance notice and an opportunity to comment on the contents thereof. Neither party will include in any
such Publicity any statement or statements or other material to which the other party reasonably objects, unless in the reasonable
opinion of counsel to the party proposing such statement, such statement is legally required to be included.


 




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5.          TRANSFER
AGENT INSTRUCTIONS.


 


a.           The
Company warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a)
hereof, it will give its transfer agent no instructions inconsistent with instructions to issue the Shares to the Holder as contemplated
in the Transaction Documents. Nothing in this Section shall affect in any way the Purchaser's obligations and agreement to comply
with all applicable securities laws upon resale of the Securities. If the Purchaser provides the Company with an opinion of counsel
reasonably satisfactory to the Company that registration of a resale by the Purchaser of any of the Securities in accordance with
clause (1)(B) of Section 4(a) of this Agreement is not required under the Securities Act, the Company shall (except as provided
in clause (2) of Section 4(a) of this Agreement) permit the transfer or issuance of the Common Stock upon conversion of the Shares
and/or exercise of the Warrants represented by one or more certificates for Common Stock without legend (or where applicable, by
electronic registration) in such name and in such denominations as specified by the Purchaser.


 


b.           The
Company will authorize the Transfer Agent to give information relating to the Company directly to the Holder or the Holder’s
representatives upon the request of the Holder or any such representative, to the extent such information relates to (i) the status
of shares of Common Stock issued or claimed to be issued to the Holder in connection with a Notice of Exercise, or (ii) the aggregate
number of outstanding shares of Common Stock of all shareholders (as a group, and not individually) as of a current or other specified
date. At the request of the Holder, the Company will provide the Holder with a copy of the authorization so given to the Transfer
Agent.


 


6.          CONDITIONS
TO THE COMPANY'S OBLIGATION TO SELL.


 


The Purchaser understands
that the Company's obligation to sell the Securities to the Purchaser pursuant to this Agreement on a closing date is conditioned
upon:


 


a.           The
execution and delivery of this Agreement by the Purchaser;


 


b.           Delivery
by the Purchaser to the Company the Purchase Price;


 


c.           The
accuracy in all material respects on the applicable closing date of the representations and warranties of the Purchaser contained
in this Agreement, each as if made on such date;


 


d.           There
shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring
any consent or approval which shall not have been obtained; and


 


e.           For
additional closing, the Purchaser shall satisfy the conditions from (b) to (d) above.


 




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7.          CONDITIONS
TO THE PURCHASER'S OBLIGATION TO PURCHASE.


 


The Company understands that
the Purchaser’s obligation to purchase any Securities and its acceptance of any shares of the Company’s Common Stock
that may be issued in connection with any agreements between the parties hereto on a closing date is conditioned upon:


 


a.           The
execution and delivery of this Agreement and the other Transaction Documents by the Company;


 


b.           Delivery
by the Company to the Purchaser of the Shares and the Warrants on the applicable closing date in accordance with this Agreement
or any other agreements between the parties;


 


c.           The
accuracy in all material respects on the applicable closing date of the representations and warranties of the Company contained
in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and
agreements of the Company required to be performed on or before such date;


 


d.           There
shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring
any consent or approval which shall not have been obtained;


 


e.           From
and after the date hereof to and including the applicable closing date, each of the following conditions will remain in effect:
there shall not have been any Material Adverse Effect in regards to the Company; and


 


f.            For
additional closing, the Company shall satisfy the conditions from (a) to (e) above.


 


8.          ANTI-DILUTION.
 For a period of ninety (90) days following the Closing Date, the Company agrees that it will not, without the consent of
the Purchaser, conduct an offering of securities at a price per share less than the Purchase Price. In addition, other than in
connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase
of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose
of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s
issuance of securities in connection with a bona fide strategic agreements and other partnering arrangements with an independent
third party in a similar business as the Company so long as such issuances are not for the purpose of raising capital and which
holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common
Stock or the issuances or grants of options to purchase Common Stock of up to 10% of the Company’s outstanding shares to
employees, directors, and consultants, pursuant to an approved employee benefit plan, and (iv) as a result of the conversion of
the exercise of Warrants which are issued or granted pursuant to this Agreement (collectively, the foregoing (i) through (iv) are
“Excepted Issuances”), if for a period of ninety (90) days following the Closing Date, the Company shall agree to or
issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common
Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise
price per share which shall be less than the conversion or exercise price in effect at such time without the consent of the Purchaser,
then the conversion or exercise price shall be reduced to such lower price.


 




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9.          JURY
TRIAL WAIVER. The Company and the Purchaser hereby waive a trial by jury in any action, proceeding or counterclaim brought
by either of the Parties hereto against the other in respect of any matter arising out or in connection with the Transaction Documents.


 


10.         GOVERNING
LAW. This Agreement will be governed by and construed and enforced under the laws of the State of New York, without
reference to principles of conflict of laws or choice of laws.


 


11.         CONSENT
TO JURISDICTION. Each of the Company and the Purchaser (i) hereby irrevocably submits to the jurisdiction of the United States
District Court sitting in the Southern District of New York and the courts of the State of New York located in New York county
for the purposes of any suit, action or proceeding arising out of or relating to this Agreement and (ii) hereby waives, and agrees
not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is
improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding by mailing
a copy thereof to such party at the address set forth in Section 14 hereof and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing in this Section 13 shall affect or limit any right to serve process in
any other manner permitted by applicable law.


 


12.         NOTICES.
Any notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered
(i) personally by hand or by courier, (ii) mailed by United States first-class mail, postage prepaid or (iii) sent by facsimile
or other electronic transmission directed to the address or facsimile number or other address for electronic transmission set forth
below. All such notices and other communications shall be deemed given upon (i) receipt or refusal of receipt, if delivered personally,
(ii) three (3) days after being placed in the mail, if mailed, or (iii) confirmation of facsimile transfer or other electronic
transmission, if faxed or emailed.


 


If to the Company:


 


Balance Labs, Inc.


1111 Lincoln Road, 4th Floor


Miami Beach, FL 33139


Fax: ______________


Email: ____________


Attention: ______________


 


If to the Purchaser:


 




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__________________


__________________


Fax: ______________


Email: ____________


 


13.         SURVIVAL
OF REPRESENTATIONS AND WARRANTIES. The Company’s and the Purchaser’s representations and warranties herein shall
survive for a period of six (6) months after the execution and delivery of this Agreement, and shall inure to the benefit of the
Purchaser and the Company and their respective successors and assigns.


 


14.         SUCCESSORS
AND ASSIGNS. The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors
and permitted assigns of the parties. The Company shall not assign this Agreement or any rights or obligations hereunder without
the prior written consent of the Purchaser. Purchaser may assign its rights under this Agreement to any person to whom the Purchaser
assigns or transfers any of the Shares, provided that such transferee agrees in writing to be bound by the terms and provisions
of this Agreement, and such transfer is in compliance with the terms and provisions of this Agreement and permitted by federal
and state securities laws.


 


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IN WITNESS WHEREOF,
this Agreement has been duly executed by the Purchaser and the Company as of the date set first above written.


 


 


	COMPANY:	 
	 	 	 
	Balance Labs, Inc.	 
	 	 
	 	 	 
	By:	 	 
	Name:	Michael Farkas	 
	Title:	Founder/Chairman	 


 


PURCHASER:


 


	By:	 	 
	Name:	______________________________________	 


 




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Exhibit A


 


Form of the Warrant


  




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