OMNIQ Corp (OMQS)

[RyGuy]

Thoses shares purchased by the employee are restricted.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10785368

Security Purchase Agreement

On May 19, 2015, Quest entered into a Security Purchase Agreement (the “SPA”) with an accredited investor, who is also a subordinated debt holder and an employee of Quest, pursuant to which Quest issued 667,000 shares of Common Stock in exchange for $200,000.

The Common Stock offered and sold in connection with the Promissory Notes and the SPA (collectively, the “Securities”) were issued in reliance upon an exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). The investors were deemed to be “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer. Quest did not engage in any public advertising or general solicitation in connection with these transactions, and the investors had access to disclosure of Quest’s business, including reports filed with the Commission and other financial, business and corporate information. Quest believes that the accredited investors obtained any information regarding Quest that they requested, received answers to any questions posed and otherwise understood the risks of accepting the Securities for investment purposes.

To the extent required by Item 3.02 of Form 8-K, the information contained under the heading “Promissory Notes” in Item 2.03 of this Current Report on Form 8-K is incorporated by reference herein.