Exhibit 10.23


 


AMENDMENT NO. 1 TO

SECURITIES PURCHASE AGREEMENT


 


THIS AMENDMENT NO.
1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into effective as of August 12, 2016, by and
among Energous Corporation, a Delaware corporation (the “Company”), Ascend Legend Master Fund, Ltd., an exempted
company formed under the laws of the Cayman Islands (“Ascend”), and the investors who are signatories hereto
(each, a “Purchaser” and collectively, the “Purchasers”). This Amendment amends the Securities
Purchase Agreement dated as of August 9, 2016 by and between the Company and Ascend (the “Purchase Agreement”).
All capitalized terms used in this Amendment without definition shall have the respective meanings assigned to them in the Purchase
Agreement.


 


Recitals:


 


WHEREAS, pursuant to
the Purchase Agreement, Ascend agreed to purchase, and the Company agreed to sell and issue to Ascend, upon the terms and subject
to the conditions stated in the Purchase Agreement, (i) an aggregate of up to 1,618,123 shares of the Company’s common stock
(“Common Stock”) and (ii) warrants to purchase an aggregate of up to 1,618,123 shares of the Company’s
Common Stock (“Warrants”) at an exercise price of $23.00 per share.


 


WHEREAS, the Company
and Ascend wish to amend the Purchase Agreement such that the Company instead agrees to sell and issue (i) warrants to purchase
up to 809,062 shares of Common Stock to The Kingdom Trust Company, Custodian, FBO Emily T Fairbairn Roth IRA (7465812820) (“EF
IRA”) and (ii) warrants to purchase up to 809,061 shares of Common Stock to The Kingdom Trust Company, Custodian, FBO
Malcolm P Fairbairn Roth IRA (9510281370) (“MF IRA”), in lieu of the sale and issuance to Ascend of warrants
to purchase 1,618,123 shares of the Company’s Common Stock, upon the terms and subject to the conditions stated in the Purchase
Agreement.


 


NOW,
THEREFORE, in consideration
of the premises and covenants set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:


 


1.            The
Preamble of the Purchase Agreement is hereby deleted and the following is hereby inserted in lieu thereof:


 


“THIS SECURITIES
PURCHASE AGREEMENT (the “Agreement”), is dated as of August 9, 2016, by and among Energous Corporation,
a Delaware corporation (the “Company”) and Ascend Legend Master Fund, Ltd., an exempted company formed under
the laws of the Cayman Islands (“Ascend”), The Kingdom Trust Company, Custodian, FBO Emily T Fairbairn Roth
IRA (7465812820) (“EF IRA”), and The Kingdom Trust Company, Custodian, FBO Malcolm P Fairbairn Roth IRA (9510281370)
( “MF IRA,” and collectively with Ascend and EF IRA, the “Investor”).


 




     


     


    

 


2.            Section
B of the Background of the Purchase Agreement is hereby deleted and the following recital is hereby inserted in lieu thereof:


 


“Ascend wishes
to purchase, and the Company wishes to sell and issue to Ascend, upon the terms and subject to the conditions stated in this Agreement,
an aggregate of up to 1,618,123 shares of the Common Stock, for the purchase price specified in Exhibit A (as adjusted by
any stock split, dividend or other distribution, recapitalization or similar event, the “Shares”). EF IRA and
MF IRA each wish to purchase, and the Company wishes to sell and issue to EF IRA and MF IRA, upon the terms and subject to the
conditions stated in this Agreement, warrants to purchase an aggregate of up to 1,618,123 shares (subject to adjustment as described
in the Warrants) of Common Stock (the “Warrants”) in the form attached hereto as Exhibit B, for
the purchase price specified in Exhibit A, which Warrants shall be exercisable at any time on or after the date which is
six months and one day after the date hereof and have an exercise price equal to $23.00 per share (subject to adjustment as described
in the Warrants) (“Exercise Price”) and a term of exercise of five (5) years from and after the Closing (as
defined below).”


 


3.            Section
2.2 of the Purchase Agreement is hereby deleted and the following is hereby inserted in lieu thereof:


 


“2.2           Closing.


 


(a)          At
the Closing, the Company shall deliver to each Investor (i) the Shares and Warrants, registered in the name of such Investor as
indicated on Exhibit A and (ii) a certificate, in the form set forth on Exhibit C, executed by the secretary of the Company and
dated as of the Closing Date, as to the Certificate of Incorporation, by-laws, foreign qualification, incumbency of the Company’s
officers and good standing of the Company and the resolutions adopted by the Company’s Board of Directors (the “Board”)
authorizing the transactions contemplated by the Transaction Documents.


 


(b)          At
the Closing, the Investors shall deliver the Purchase Price to the Company by wire transfer of immediately available funds to an
account specified by the Company in writing.”


 


4.            The
Purchasers certify that at the time the Purchasers were offered the Warrants, and at the date hereof, each is an “accredited
investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”)
or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. The Purchasers further
covenant that each will be subject to and comply with the terms and conditions as set forth in the Purchase Agreement.


 




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5.            Exhibit
A of the Purchase Agreement is hereby deleted and the following is hereby inserted in lieu thereof:


 


Exhibit A

SECURITIES PURCHASED


 


	Investor	 	Common Stock	 	 	Warrants	 	 	Purchase Price	 
	Ascend Legend Master Fund, Ltd.	 	 	1,618,123	 	 	 	 	 	 	$	19,797,734.63	 
	The Kingdom Trust Company,

 Custodian, FBO Emily T 

Fairbairn Roth IRA (7465812820)	 	 	 	 	 	 	809,062	 	 	$	101,132.75	 
	The Kingdom Trust Company,

 Custodian, FBO Malcolm P

 Fairbairn Roth IRA (9510281370)	 	 	 	 	 	 	809,061	 	 	$	101,132.63	 



 


6.            Except
for the changes expressly set forth herein, the parties acknowledge and agree that all of the terms, provisions, covenants and
conditions of the Purchase Agreement shall hereafter continue in full force and effect in accordance with the terms thereof; provided,
however, that if any term or provision of this Amendment shall conflict with or otherwise be inconsistent with any term or provision
of the Purchase Agreement, the terms and provisions of this Amendment shall prevail.


 


7.            This
Amendment shall be governed by and construed under the laws of the State of New York, without giving effect to principles of conflicts
of laws.


 


8.            This
Amendment may be executed (by facsimile) in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Executed counterparts of this Amendment may be delivered by electronic or
facsimile transmission with the same effect as if delivered personally.


 


(Signature page follows.)


 




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IN WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the date first above written.


 


	 	ENERGOUS CORPORATION


 


	 	By:  	/s/ Stephen R. Rizzone
	 	 	STEPHEN R. RIZZONE
	 	 	Chief Executive Officer


 


	 	Ascend Legend Master Fund, Ltd.


 


	 	By:  /s/ Malcolm P. Fairbairn
	 	Name:  Malcolm P. Fairbairn
	 	Title:  Director


 




     


     


    

 


	 	PURCHASERS:
	 	 
	 	The Kingdom Trust Company,

Custodian, FBO Emily T Fairbairn

Roth IRA (7465812820) 


 


	 	By:	/s/ Emily Fairbairn
	 	Name:	Emily Fairbairn
	 	Title:	 


 


	 	Kingdom Trust Company, Custodian
	 	FBO: Emily T. Fairbairn
	 	/s/ Authorized Signatory


 


	 	The Kingdom Trust Company,

Custodian, FBO Malcolm P Fairbairn

Roth IRA (9510281370)


 


	 	By:	/s/ Malcolm Fairbairn
	 	Name:	Malcolm Fairbairn
	 	Title:	 


 


	 	Kingdom Trust Company, Custodian
	 	FBO: Malcolm Fairbairn
	 	/s/ Authorized Signatory