EXHIBIT 10.01


 





		COMMON STOCK PURCHASE AGREEMENT	



 


  


COMMON STOCK PURCHASE AGREEMENT


 


THIS COMMON STOCK PURCHASE AGREEMENT (this
“Agreement”) is dated as of ___________________, 2014 (the “Signature Date”), between PAID, Inc., a Delaware
corporation (the “Company”), and _______________________________ (the “Purchaser”). The Company and the
Purchaser may hereinafter be referred to collectively as the “Parties” or individually as a “Party.” Except
as otherwise indicated in this Agreement, capitalized terms used herein shall have the meaning as defined in Exhibit A attached
to this Agreement.


 


PRELIMINARY STATEMENTS


 


A.The Company understands that the Purchaser
desires to make an equity investment in the Company.


 


B.The Company and the Purchaser desire
to enter into an agreement pursuant to which the Purchaser will purchase from the Company, and the Company will sell to the Purchaser,
the restricted shares of common stock as described below.


 


NOW, THEREFORE, in consideration of the
mutual promises and covenants being made in this Agreement, and for other good, valuable and binding consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:


 


STATEMENT OF AGREEMENT


 


ARTICLE
I



ISSUANCE AND PURCHASE OF COMMON STOCK


 


1.1             
Issuance and Purchase of Common Stock. Subject to the terms and conditions of this Agreement, the Company will sell
to the Purchaser, and the Purchaser will purchase from the Company, ______________ shares (the “Shares”) of the Company’s
common stock (the “Common Stock”) at a price equal to $[___________] per share or $___________ in the aggregate
(the “Purchase Price”). The obligations of the Purchaser to purchase the Shares hereunder are irrevocable.


 


1.2             
Settlement. Settlement of the transaction contemplated in this Agreement (the “Settlement”) will occur
as of the date of this Agreement. At the Settlement, the Company will issue to Purchaser the Shares and one or more certificates
for the shares of Common Stock duly registered in the name of Purchaser.


 






    	 



    	 



    

  


ARTICLE
II



RESTRICTIONS ON TRANSFERABILITY


 


The Shares shall not be transferred before
satisfaction of the conditions specified in this Article II, which conditions are intended to ensure compliance with the provisions
of the Securities Act and applicable state securities laws with respect to the transfer of any Shares. Purchaser, by entering into
this Agreement and accepting the Shares, agree to be bound by the provisions of this Article II.


 


2.1             
Restrictive Legend. Except as otherwise provided in this Article II, each certificate representing shares of Common
Stock shall be stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES
ACT IS IN EFFECT AT THE TIME OF SALE OR THE HOLDER SUBMITS AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS, OR ANY RULE OR REGULATION PROMULGATED
THEREUNDER, IS AVAILABLE. SUCH SECURITIES ARE SUBJECT TO THE RESTRICTIONS AND PRIVILEGES SPECIFIED IN THE COMMON STOCK PURCHASE
AGREEMENT, DATED AS OF _____________, 2014, BETWEEN PAID, INC. AND THE PURCHASER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY
OF PAID, INC. AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE HOLDER OF THIS CERTIFICATE AGREES
TO BE BOUND BY THE TERMS AND CONDITIONS OF SUCH COMMON STOCK PURCHASE AGREEMENT.”


 


2.2             
Transfers. The Purchaser agrees that it will not sell, transfer or otherwise dispose of any shares of restricted
Common Stock, in whole or in part, except pursuant to an effective registration statement under the Securities Act, or unless the
Purchaser submits an opinion of counsel reasonably satisfactory to the Company and its counsel that an exemption from registration
exists thereunder. Each certificate, if any, evidencing such shares of restricted Common Stock issued upon such transfer shall
bear the restrictive legend set forth in Section 2.1, unless in the written opinion of the transferee’s or Purchaser’s
counsel delivered to the Company in connection with such transfer (which opinion shall be reasonably satisfactory to the Company)
such legend is not required in order to ensure compliance with the Securities Act.


 


2.3             
Termination of Restrictions. The restrictions imposed by this Article II upon the transferability of the restricted
Common Stock and the legend requirement of Section 2.1 shall terminate as to any particular share (i) when and so long as such
security shall have been registered under the Securities Act and disposed of pursuant thereto, or (ii) when the Purchaser thereof
shall have delivered to the Company the written opinion of counsel to such Purchaser, which opinion shall be reasonably satisfactory
to the Company, stating that such legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions
imposed by this Article II shall terminate as to any restricted Common Stock, as herein above provided, the Purchaser thereof shall
be entitled to receive from the Company, a new certificate representing such Common Stock, not bearing the restrictive legend set
forth in Section 2.1.


 






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ARTICLE
III



REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


As a material inducement to the Purchaser
entering into this Agreement and purchasing the Shares, the Company represents and warrants to the Purchaser, which representation
and warranty shall be true and correct as of the date signed by the Purchaser and as of the date of the Settlement, as follows:


 


3.1             
Corporate Status. The Company is a corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware. The Company has all requisite corporate power and authority to own or lease, as the case may be,
its properties and to carry on its business as now conducted. The Company is qualified or licensed to conduct business in all jurisdictions
where its ownership or lease of property and the conduct of its or their business requires such qualification or licensing, except
to the extent that failure to so qualify or be licensed would not have a Material Adverse Effect on the Company. There is no pending,
or to the knowledge of the Company threatened, proceeding for the dissolution or liquidation or involving the insolvency of the
Company.


 


3.2             
Corporate Power and Authority. The Company has the corporate power and authority to execute and deliver this Agreement
and the Shares, to perform its obligations hereunder and consummate the transactions contemplated hereby and thereby. The Company
has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, the Shares and
the transactions contemplated hereby and thereby.


 


3.3             
Enforceability. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid
and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the same may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law
or in equity.


 


3.4             
Non-Contravention and No Violation. The Company is not in violation of or default under, nor will the execution and
delivery by the Company of this Agreement, the consummation of the transactions contemplated hereby and thereby, and the compliance
by the Company with the terms and provisions hereof and thereof, (a) result in a violation or breach of, or constitute, with the
giving of notice or lapse of time, or both, a material default (or give rise to any right of termination, cancellation or acceleration)
under, any of the terms, conditions or provisions of any Contract to which the Company is a party or by which the Company or any
material portion of the Company’s properties or assets may be bound, (b) violate any Requirement of Law applicable to the
Company or any material portion of the Company’s properties or assets, or (c) result in the imposition of any Lien upon any
of the properties or assets of the Company, or conflict with the Company’s Articles of Incorporation or Bylaws or under any
indenture, mortgage Contract or instrument to which the Company is a party.


 






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3.5             
Consents/Approvals. Except as required by the Toronto Stock Exchange rules, no consent, approval, waiver or other
action by any Person or under any Contract to which the Company is a party, or by which any of their respective properties or assets
are bound, is required or necessary for the execution, delivery or performance by the Company of this Agreement and the consummation
of the transactions contemplated hereby.


 


3.6             
Capitalization. The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock. As of
____________, 2014, the Company had outstanding ____________ shares of Common Stock, all of which were duly authorized, validly
issued, fully paid and non-assessable. Except (a) as contemplated by this Agreement, and (b) as disclosed in its SEC Reports, the
Company has (x) no rights, options, warrants, convertible securities, subscription rights or other agreements, calls, plans, contracts
or commitments of any kind relating to the issued and unissued capital stock of, or other equity interest in, the Company outstanding
or authorized, (y) the consummation of the transactions consummated by this Agreement will not cause any anti-dilution adjustments
to be made to any of the Company’s outstanding securities and (z) no contractual obligations of the Company to repurchase,
redeem or otherwise acquire any shares of the Company Common Stock. Upon delivery to the Purchaser of the certificates representing
the shares of Common Stock and payment of the Purchase Price, the Purchaser will acquire good, valid and marketable title, subject
to the limitations on marketability contained in this Agreement or imposed pursuant to the Securities Act, to and beneficial and
record ownership of the Shares, and the shares of Common Stock will be validly issued, fully paid and non-assessable.


 


3.7             
SEC Reports. Since January 1, 2010, the Company has made all filings (the “SEC Reports”) required to
be made by it under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
SEC Reports, when filed, complied in all material respects with all applicable requirements of the Securities Act and the Exchange
Act and the securities laws, rules and regulations of any state and pursuant to any Requirements of Law. The SEC Reports, when
filed, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The Company has made accessible to Purchaser true, accurate and complete copies of the SEC Reports which were filed with the SEC
since January 1, 2013.


 


3.8             
Financial Statements. Each of the balance sheets included in the SEC Reports (including any related notes and schedules)
fairly presents in all material respects the financial position of the Company as of its date, and each of the other financial
statements included in the SEC Reports (including any related notes and schedules) fairly presents in all material respects the
results of operations or other information therein of the Company for the periods or as of the dates therein set forth in accordance
with GAAP consistently applied and, where applicable, the rules of the SEC and the Public Company Accounting Oversight Board, during
the periods involved (except that the interim reports are subject to normal recording adjustments which might be required as a
result of year-end audit and except as otherwise stated therein).


 






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3.9             
Sarbanes-Oxley; Internal Accounting Controls. The Company is in material compliance with all provisions of the Sarbanes-Oxley
Act of 2002 which are applicable to it as of the date of this Agreement. The Company has established disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures
to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. The Company’s
certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of
the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation
Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying
officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date,
and found that the Company’s disclosure controls and procedures were effective at the reasonable assurance level to ensure
that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Since the Evaluation Date,
there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange
Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial
reporting.


 


3.10         
Undisclosed Liabilities. As of September 30, 2014, except for liabilities and losses incurred in the ordinary course
of business since that date, the Company did not have any material direct or indirect indebtedness, liability, claim, loss, damage,
deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured,
subordinated or unsubordinated, matured or unmatured, accrued, absolute, contingent, regulatory or administrative charges or lawsuits
brought, whether or not of a kind required by GAAP to be set forth on a financial statement, that were not fully and adequately
reflected or reserved for in the financial statements contained in the Company’s Quarterly Report on Form 10-Q as of such
date, or otherwise disclosed in the SEC Reports. The Company is not the subject of any inquiry, investigation or similar matter
being conducted by the SEC, any state securities regulator, the Nasdaq Capital Market, or other government body.


 


3.11         
Material Changes. Except as set forth in the SEC Reports, since September 30, 2014, there has been no Material
Adverse Change in or which may be reasonably expected to affect the Company. In addition, the description of the Company’s
business contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 is not materially
inconsistent with its current operations. Except as set forth in the SEC Reports, since September 30, 2014, there has not
been (i) any direct or indirect redemption, purchase or other acquisition by the Company of any shares of the Common Stock (other
than pursuant to the withholding of shares upon a stock option exercise or restricted stock grant), or (ii) declaration, setting
aside or payment of any dividend or other distribution by the Company with respect of the Common Stock.


 






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3.12         
Litigation. Except as set forth in the SEC Reports, the Company has not received any notice of any outstanding judgments,
rulings, orders, writs, injunctions, awards or decrees of any court, government or other authority against the Company which could
have, or is a party to any litigation or similar proceeding including an arbitration proceeding which could have, if decided adversely
to their interests, a Material Adverse Effect on the Company. The Company has not received notice of (i) any customer or other
complaint threatening any litigation or other such proceeding or (ii) any investigation, inquiry or similar proceeding from any
governmental authority or agency.


 


3.13         
Investment Company. The Company is not and after giving effect to the sale of the Shares will not be an “investment
company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment
Company Act of 1940, as amended.


 


3.14         
No Commissions. The Company has not incurred any obligation for any finder’s or broker’s or agent’s
fees or commissions in connection with the purchase of the Shares.


 


3.15         
Title. The Company has good and marketable title to all properties and assets, owned by it, free and clear of all
Liens, charges, encumbrances or restrictions, except such as are not materially significant or important in relation to the Company’s
business; all of the material leases and subleases under which the Company is the lessor or sublessor of properties or assets or
under which the Company hold properties or assets as lessee or sublessee are in full force and effect, and the Company is not in
default in any material respect with respect to any of the terms or provisions of any of such leases or subleases, and no material
claim has been asserted by anyone adverse to rights of the Company as lessor, sublessor, lessee or sublessee under any of the leases
or subleases mentioned above, or affecting or questioning the right of the Company to continued possession of the leased or subleased
premises or assets under any such lease or sublease. The Company owns or leases all such properties as are necessary to its operations
as now conducted and to be conducted, as presently planned.


 


3.16         
Compliance with Laws, Licenses. The Company has not received notice of any violation of or noncompliance with any
federal, state, local or foreign, laws, ordinances, regulations and orders applicable to its business which has not been cured.
The Company has all licenses and permits and other governmental certificates, authorizations and permits and approvals (collectively
“Licenses”) required by every federal, state and local government or regulatory body for the operation of its business
as currently conducted and the use of its properties. The Licenses are in full force and effect, there are no violations with respect
of any License, and no proceeding is pending or threatened to revoke or limit any thereof.


 


3.17         
Exemption from Registration. Based upon the representations and warranties of the Purchaser, the sale of the Shares
is exempt from the registration requirements of the Securities Act.


 


3.18         
Stock Options. With regard to the Company’s practices in connection with the granting of stock options, it
has: (i) granted all stock options and restricted stock at or above the fair market value as determined by its relevant stock option
or equity incentive plan, (ii) utilized the date of (or an average of prior five trading days) any applicable meeting of its board
of directors or committee of its board of directors for the purposes of determining fair market value of stock options and restricted
stock it has granted, and (iii) the Company is not aware of any inquiry or investigation which has been initiated or is being considered
with respect to its stock option practices, whether by its registered independent public accounting firm, independent counsel or
other party.


 






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ARTICLE
IV



REPRESENTATIONS AND WARRANTIES OF PURCHASER


 


As a material inducement to the Company
entering into this Agreement and issuing and/or selling the Shares, each Purchaser represents and warrants to the Company as follows:


 


4.1             
Investment Intent. The Purchaser is acquiring the Shares hereunder for the Purchaser’s own account and with
no present intention of distributing or selling the Shares or any interest in the Shares. The Purchaser agrees that it will not
sell or otherwise dispose of any of the Shares or any interest in the Shares unless such sale or other disposition has been registered
or qualified (as applicable) under the Securities Act and applicable state securities laws or, in the opinion of the Purchaser’s
counsel delivered to the Company (which opinion shall be reasonably satisfactory to the Company) such sale or other disposition
is exempt from registration or qualification under the Securities Act and applicable state securities laws. The Purchaser understands
that the sale of the Shares acquired by the Purchaser hereunder has not been registered under the Securities Act, but the Shares
are issued through transactions exempt from the registration requirements of, among other things, Section 4(2) of the Securities
Act and Rule 506 thereunder, and that the reliance of the Company on such exemption from registration is predicated in part on
these representations and warranties of the Purchaser. The Purchaser acknowledges that pursuant to Section 2.1 a restrictive legend
consistent with the foregoing has been or will be placed on the certificates representing the shares of Common Stock until such
legend is permitted to be removed under applicable law. The Purchaser will have no right to require registration of the shares
of Common Stock, and the Company is under no obligation to cause an exemption for resale to be available or register the shares
of Common Stock, except as provided in this Agreement.


 


4.2             
Adequate Information. The Company has made available and the Purchaser has reviewed such information that the Purchaser
considers necessary or appropriate to evaluate the risks and merits of an investment in the Shares including, without limitation,
the Company’s Form 10-K for the fiscal year ended December 31, 2013, Form 10-Q for the quarterly period ended March 31, June
30, 2014 and September 30, 2014, and Current Reports on Form 8-K filed with the SEC since January 1, 2014.


 


4.3             
Opportunity to Ask Questions. The Purchaser has had the opportunity to question, and, to the extent deemed necessary
or appropriate, has questioned representatives of the Company so as to receive answers and verify information obtained in the Purchaser’s
examination of the Company, including the information that the Purchaser has reviewed in relation to its investment in the Shares.


 


4.4             
No Other Representations. No oral or written representations have been made to the Purchaser in connection with the
Purchaser’s acquisition of the Shares which were in any way inconsistent with the information reviewed by the Purchaser.
The Purchaser acknowledges that no representations or warranties of any type or description have been made to it by any Person
with regard to the Company, any of its respective businesses, properties or prospectus or the investment contemplated herein, other
than the representations and warranties set forth in Article III hereof. The Purchaser has not made its decision to acquire Shares
or to execute and deliver this Agreement on the basis of any belief that any officer, director or affiliate of the Company or any
current stockholder of the Company would make an investment in the Company now or in the future.


 






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4.5             
Knowledge and Experience. The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)
of Regulation D promulgated by the SEC under the Securities Act. The Purchaser has such knowledge and experience in financial,
tax and business matters, including substantial experience in evaluating and investing in common stock and other securities (including
the common stock and other securities of new and speculative companies), so as to enable the Purchaser to utilize the information
made available to the Purchaser to evaluate the merits and risks of an investment in the Shares and to make an informed investment
decision with respect thereto.


 


4.6             
Additional Representations. The Purchaser will make such additional representations and warranties and furnish such
information regarding the Purchaser’s investment experience and financial position as the Company may reasonably require,
and if there should be any material change in the information set forth herein prior to the closing of the sale of the Shares,
the Purchaser will immediately furnish such revised or corrected information to the Company.


 


4.7             
Offering Material. Neither the Purchaser nor its advisors has been furnished any offering material or literature
related to the Company.


 


4.8             
Independent Decision. The Purchaser is not relying on the advice of the Company, on any one of its representatives,
or on any legal or other opinion in the materials reviewed by the Purchaser with respect to the financial or tax considerations
of the Purchaser relating to its investment in the Shares. The Purchaser has relied solely on the representations, warranties,
covenants and agreements of the Company in this Agreement (including the Exhibits and Schedules hereto) and on its examination
and independent investigation in making its decision to acquire the Shares. The Purchaser has been afforded the opportunity to
obtain, and has been furnished, all material that it has requested relating to the proposed operation of the Company, any other
matters relating to the business and properties of the Company and the offer and sale of the Shares.


 


4.9             
Legal Existence and Authority. If the Purchaser is a corporation, partnership, limited liability company, trust or
other entity, the Purchaser has been duly formed and is validly existing and in good standing under the laws of the jurisdiction
of its formation with full power and authority to acquire and hold the Shares and to execute, deliver and comply with the terms
of this Agreement and such other documents required to be executed and delivered by the undersigned in connection with this subscription.


 






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4.10         
No Defaults or Conflicts. The execution and delivery of this Agreement by the Purchaser and the performance of its
obligations hereunder does not conflict with or constitute a default under any instruments governing the Purchaser, or any law,
regulation, order or agreement to which the Purchaser is a party or to which the undersigned is bound.


 


4.11         
Validity; Enforceability; Binding Effect. This Agreement has been duly and validly authorized, executed and delivered
by the Purchaser, and the agreements herein and therein constitute valid, binding and enforceable agreements of the Purchaser.
The Purchaser is not a partnership, common trust fund, special trust, pension fund, retirement plan or other entity in which the
partners or participants, as the case may be, may designate the particular investments to be made or the allocation thereof.


 


4.12         
Confidentiality. Unless required by law, the Purchaser shall not disclose, and shall maintain confidential any non-public
information related to the Company, provided that the undersigned may disclose such information to any of its advisors, attorneys
and accountants, if such advisor, attorney and/or accountant shall have agreed to be bound by this provision.


 


4.13         
Residence; No General Solicitation. The Purchaser is a resident of the state(s) or other jurisdiction(s) indicated
on the signature page hereto. The Purchaser is not aware of any general solicitation or advertising relating to the offer or sale
of the Shares.


 


ARTICLE
V



COVENANTS


 


5.1             
Filings. Each of the Company and the Purchaser shall make on a prompt and timely basis all governmental or regulatory
notifications and filings required to be made by it for the consummation of the transactions contemplated hereby.


 


5.2             
Further Assurances. Each of the Company and the Purchaser shall execute and deliver such additional instruments and
other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with
all of the terms of this Agreement and the transactions contemplated hereby.


 


5.3             
Cooperation. Each of the Company and the Purchaser agree to cooperate with the other in the preparation and filing
of all forms, notifications, reports and information, if any, required or reasonably deemed advisable pursuant to any Requirement
of Law in connection with the transactions contemplated by this Agreement and to use their respective commercially reasonable efforts
to agree jointly on a method to overcome any objections by any Governmental Authority to any such transactions. Except as may be
specifically required hereunder, the Company shall not be required to agree to take any action that in the reasonable opinion of
the Company would result in or produce a Material Adverse Effect on the Company.


 


5.4             
Notification of Certain Matters. Each of the Company and the Purchaser shall give prompt notice to the other of the
occurrence, or non-occurrence, of any event which would be likely to cause any representation or warranty herein to be untrue or
inaccurate, or any covenant, condition or agreement herein not to be complied with or satisfied.


 






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ARTICLE
VI



INDEMNIFICATION


 


6.1             
Indemnification Generally. The Company, on the one hand, and the Purchaser, on the other hand, shall indemnify the
other from and against any and all losses, damages, liabilities, claims, charges, actions, proceedings, demands, judgments, settlement
costs and expenses of any nature whatsoever (including, without limitation, attorneys’ fees and expenses) or deficiencies
resulting from any breach of a representation, warranty or covenant by the Indemnifying Party (including indemnification by the
Company of the Purchaser for any failure by the Company to deliver, or for any failure by the Purchaser to receive, stock certificates
representing the Shares on the Settlement Date) and all claims, charges, actions or proceedings incident to or arising out of the
foregoing (“Losses”). Notwithstanding the foregoing, the Indemnifying Party shall not be liable for any Losses to the
extent such Losses arise out of, result from, or are increased by, the breach of this Agreement by, or the fraudulent acts, negligence
or willful misconduct of, the Indemnified Party.


 


6.2             
Indemnification Procedures. Each Person entitled to indemnification under this Article VI (an “Indemnified
Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this
Article VI (an “Indemnifying Party”) of the commencement of any action, suit, proceeding or investigation or threat
thereof made in writing in respect of which indemnity may be sought hereunder; provided, however, failure to so notify an Indemnifying
Party shall not relieve such Indemnifying Party from any liability that it may have otherwise than on account of this indemnity
agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification,
the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and after such assumption
the Indemnified Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except
as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the contrary or (ii) the named parties in any such action (including any impleaded parties)
include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing or conflicting interests between them. An Indemnifying Party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel in any one action
for all parties indemnified by such Indemnifying Party with respect to such claim except for local counsel if the attorneys selected
by the Indemnified Party do not maintain an office within the jurisdiction of the court, unless in the reasonable judgment of any
Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with
respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional
counsel or counsels. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written
consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if
there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss,
damage or liability by reason of such settlement or judgment. In the event that any indemnifying party enters into any settlement
without the written consent of the indemnified party the indemnifying party shall not consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff of a release
of such indemnified party from all liability in respect of such claim or litigation.


 






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ARTICLE
VII



MISCELLANEOUS


 


7.1             
Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing and shall
be delivered by certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission
if such transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight
delivery, to the following addresses and telecopy numbers (or to such other addresses or telecopy numbers which such Party shall
designate in writing to the other Party):


 


		If to the Company to:	PAID, Inc.




200 Friberg Parkway, Suite 4004


Westborough, MA 01581


Attn: W. Austin Lewis, IV





 


		with a copy to:	Michael A. Refolo, Esq.




Mirick, O’Connell, DeMallie &
Lougee, llp


100 Front Street





Worcester, MA 01608


  


		If to a Purchaser:	At the address indicated on the signature page



 


7.2             
Loss or Mutilation. Upon receipt by the Company from any Purchaser of evidence reasonably satisfactory to it of the
ownership of and the loss, theft, destruction or mutilation of a certificate representing shares of Common Stock and indemnity
reasonably satisfactory to it (it being understood that the written agreement of the Purchaser or an Affiliate thereof shall be
sufficient indemnity) and in case of mutilation upon surrender and cancellation hereof or thereof, the Company will execute and
deliver in lieu hereof or thereof a new stock certificate of like tenor to such Purchaser; provided, in the case of mutilation,
no indemnity shall be required if the certificate representing shares of Common Stock in identifiable form is surrendered to the
Company for cancellation.


 


7.3             
Remedies. Each Party acknowledges that the other Party would not have an adequate remedy at law for money damages
in the event that any of the covenants or agreements of such Party in this Agreement was not performed in accordance with its terms,
and it is therefore agreed that each Party in addition to and without limiting any other remedy or right such Party may have, shall
have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach and
enforcing specifically the terms and provisions hereof. All rights, powers and remedies under this Agreement or otherwise available
in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of
any thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such
Party.


 






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7.4             
Entire Agreement. This Agreement (including Exhibit A, “Definitions,” and any other exhibits,
appendices and schedules attached hereto), and the other documents delivered at the Settlement pursuant hereto, contain the entire
understanding of the Parties in respect of the subject matter hereof and supersede all prior agreements and understandings between
or among the Parties with respect to such subject matter. The exhibits and schedules hereto constitute a part hereof as though
set forth in full above.


 


7.5             
Expenses; Taxes. Except as otherwise provided in this Agreement, the Parties shall pay their own fees and expenses,
including their own counsel fees, incurred in connection with this Agreement or any transaction contemplated hereby. Further, except
as otherwise provided in this Agreement, any sales tax, stamp duty, deed transfer or other tax (except taxes based on the income
of the Purchaser) arising out of the sale of the Shares by the Company to the Purchaser and consummation of the transactions contemplated
by this Agreement shall be paid by the Company.


 


7.6             
Amendment. This Agreement may be modified or amended solely with the written consent of both the Company and the
Purchaser.


 


7.7             
Waiver. No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall
operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise
of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding
or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the
Parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be
deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the
Parties under this Agreement are in addition to all other rights and remedies, at law or equity that they may have against each
other.


 


7.8             
Binding Effect; Assignment. The rights and obligations of this Agreement shall bind and inure to the benefit of the
Parties and their respective successors and legal assigns.


 


7.9             
Counterparts. This Agreement may be executed in any number of counterparts (whether by original signature or a facsimile
thereof), each of which shall be an original but all of which together shall constitute one and the same instrument.


 


7.10         
Headings. The headings contained in this Agreement are for convenience of reference only and are not to be given
any legal effect and shall not affect the meaning or interpretation of this Agreement.


 


7.11         
GOVERNING LAW; INTERPRETATION. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED FOR ALL PURPOSES
BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAWS RULES OF ANY OTHER JURISDICTION.


 






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7.12         
Severability. The parties stipulate that the terms and provisions of this Agreement are fair and reasonable as of
the date of this Agreement. However, if any provision of this Agreement shall be determined by a court of competent jurisdiction
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated. If, moreover, any of those provisions
shall for any reason be determined by a court of competent jurisdiction to be unenforceable because excessively broad or vague
as to duration, geographical scope, activity or subject, it shall be construed by limiting, reducing or defining it, so as to be
enforceable


 


Survival. Each representation, warranty,
covenant and agreement of the parties set forth in this Agreement is independent of each other representation, warranty, covenant
and agreement. Each representation and warranty made by any Party in this Agreement shall survive the Settlement through the period
ending on the date three years from the Settlement Date.


 


[Signature Page Follows.]


 






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IN WITNESS WHEREOF, the Parties have caused
this Agreement to be duly executed and delivered as of the date first above written.


 


COMPANY:



PAID, INC.





By: ________________________________________________

Name:

Title:





PURCHASER





___________________________________________________


 






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EXHIBIT A



DEFINITIONS


 


		1.	Defined Terms. As used herein the following terms shall have the following meanings:



 


“Agreement” means this Common
Stock Purchase Agreement.


 


“Business Day” means any day
that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in the Commonwealth of Massachusetts.


 


“Common Stock” means the common
stock, $.0001 par value per share, of the Company, as constituted on the date hereof, and any capital stock into which such Common
Stock may thereafter be changed, and shall also include (i) capital stock of the Company of any other class (regardless of how
denominated) issued to the holders of shares of Common Stock upon any reclassification thereof which is also not preferred as to
dividends or assets over any other class of stock of the Company and which is not subject to redemption and (ii) shares of common
stock of any successor or acquiring corporation received by or distributed to the holders of Common Stock of the Company.


 


“Company” has the meaning set
forth in the Preamble of this Agreement.


 


“Contract” means any agreement,
indenture, lease, sublease, license, sublicense, promissory note, evidence of indebtedness, insurance policy, annuity, mortgage,
restriction, commitment, obligation or other contract, agreement or instrument (whether written or oral).


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder, all as
the same shall be in effect from time to time.


 


“GAAP” means generally accepted
accounting principles in effect in the United States of America from time to time.


 


“Governmental Authority” means
any nation or government, any state or other political subdivision thereof, and any entity or official exercising executive, legislative,
judicial, regulatory or administrative functions of, or pertaining to, government.


 


“Indemnified Party” has the
meaning set forth in Section 6.2 of this Agreement.


 


“Indemnifying Party” has the
meaning set forth in Section 6.2 of this Agreement.


 


“Licenses” has the meaning set
forth in Section 3.16 of this Agreement.


 


“Lien” means any mortgage, pledge,
security interest, assessment, encumbrance, lien, lease, sublease, adverse claim, levy, or charge of any kind, or any conditional
Contract, title retention Contract or other contract to give or refrain from giving any of the foregoing.


 


“Losses” has the meaning set
forth in Section 6.1 of this Agreement.


 






    	 



    	 



    

  


“Material Adverse Change” or
“Material Adverse Effect” means, with respect to any Person, any change or effect that is or (i) is reasonably likely
to be materially adverse to the business, financial condition, results of operations, prospects or, where applicable, the management
of such Person, or (ii) is reasonably likely to materially adversely affect the ability of such Person to fulfill its obligations
contemplated in this Agreement.


 


“Person(s)” means any individual,
sole proprietorship, partnership, joint venture, trust, limited liability company, incorporated organization, association, corporation,
institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department thereof).


 


“Purchase Price” has the meaning
set forth in Section 1.1 of this Agreement.


 


“Purchaser” has the meaning
set forth in the Preamble of this Agreement.


 


“Requirement of Law” means as
to any Person, the articles of incorporation, bylaws or other organizational or governing documents of such Person, and any domestic
or foreign and federal, state or local law, rule, regulation, statute or ordinance or determination of any arbitrator or a court
or other Governmental Authority, in each case applicable to or binding upon such Person or any of its properties or to which such
Person or any of its property is subject.


 


“SEC” means the Securities and
Exchange Commission.


 


“SEC Reports” has the meaning
set forth in Section 3.7 of this Agreement.


 


“Securities Act” means the Securities
Act of 1933, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder, all as the same
shall be in effect at the applicable time.


 


“Settlement” has the meaning
set forth in Section 1.2 of this Agreement.


 


“Settlement Date” has the meaning
set forth in Section 1.2 of this Agreement.


 


“Shares” has the meaning set
forth in Section 1.1 of this Agreement.


 


		2.	Other Definitional Provisions.



 


(a)All references to “dollars”
or “$” refer to currency of the United States of America.


 


(b)Terms defined in the singular shall
have a comparable meaning when used in the plural, and vice versa.


 


(c)All matters of an accounting nature
in connection with this Agreement and the transactions contemplated hereby shall be determined in accordance with GAAP.


 


(d)As used herein, the neuter gender
shall also denote the masculine and feminine, and the masculine gender shall also denote the neuter and feminine, where the context
so permits.


 


(e)The words “hereof,” “herein”
and “hereunder,” and words of similar import, when used in this Agreement shall refer to this Agreement as a whole
(including any exhibits or schedules hereto) and not to any particular provision of this Agreement.