Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December ___,
2017, by and between Jerrick Media Holdings, Inc., a Nevada corporation with its
headquarters located at 202 S. Dean St. Englewood, NJ 07631 (the "Company"), and
the Investor identified on the signature page hereto (the "Investor").
WHEREAS, the Company and Investor are executing and delivering this Agreement in
reliance upon an exemption from securities registration afforded by the
provisions of Section 4(2) and/or Regulation D ("Regulation D") promulgated by
the United States Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"); and
WHEREAS, the parties hereto desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to Investor, and
Investor shall purchase, (i) a 15% Secured Convertible Promissory Note in the
form of Exhibit A hereto (the "Note") in the principal amount set forth on the
signature page hereto and (ii) a warrant permitting the Investor to purchase
that certain amount of common stock, par value $0.001 per share, of the Company
(the "Common Stock") as is set forth on the signature page hereto, subject to
the terms and conditions therein contained (the "Warrant", together with the
Notes, the "Securities").
NOW, THEREFORE, in consideration of the mutual covenants and other agreements
contained in this Agreement, the Company and Investor hereby agree as follows:
1.
Purchase and Sale. Upon the terms and subject to the conditions set forth in
this Agreement, the Company hereby agrees to (i) sell, assign, transfer and
deliver to Investor, and Investor hereby agrees to purchase and accept delivery
from the Company, the Notes free of all liens, pledges, mortgages, security
interests, charges, restrictions, adverse claims or other encumbrances of any
kind or nature whatsoever ("Encumbrances"), for the consideration specified
herein and (ii) in consideration of the Note Price delivered by the Investor to
the Company, the Company hereby agrees to issue the Warrant to the Investor upon
receipt of payment for the Notes.
2.
Investor Representations and Warranties. The Investor hereby acknowledges,
represents and warrants as follows (with the understanding that the Company will
rely on such representations and warranties in determining, among other matters,
the suitability of this investment for the Investor in order to comply with
federal and state securities laws):
(a)
The Investor has read this Agreement. The Investor acknowledges that this
Securities Purchase Agreement is not intended to set forth all of the
information which might be deemed pertinent by an investor who is considering an
investment in the Securities. It is the responsibility of the Investor (i) to
determine what additional information he desires to obtain in evaluating this
investment, and (ii) to obtain such information from the Company.
(b)
Standing of Investor. If Investor is an entity, such Investor is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its formation. If Investor is a natural person, such Investor is
not a