5% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL 6, 2018COPsync, Inc. • April 10th, 2017 • Computer communications equipment • New York
THIS 5% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE PROMISSORY NOTE is the duly authorized and validly issued convertible promissory note of COPsync, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 16415 Addison Road, Suite 300, Addison, Texas 75001, designated as its 5% Original Issue Discount Secured Convertible Promissory Note due April 6, 2018 (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2017 • COPsync, Inc. • Computer communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 14, 2017, between COPsync, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON SHARE PURCHASE WARRANT COPSYNC, INC.COPsync, Inc. • January 11th, 2017 • Computer communications equipment • New York
COPSYNC, INC., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ], 20171 (the "Initial Exercisability Date"), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)2 fully paid nonassessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Section 17. This Warrant
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2017 • COPsync, Inc. • Computer communications equipment • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 6, 2017, by and among COPsync, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each a “Investor” and collectively, the “Investors”).
COPSYNC, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 2015 • COPsync, Inc. • Computer communications equipment • New York
The undersigned, COPsync, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), the “Underwriters” and each an “Underwriter”) to issue and sell to the Underwriters an aggregate of [●] Shares (“Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”), together with warrants to purchase an aggregate of [●] shares of Common Stock at an exercise price equal to $[●] per share (each a “Warrant” and collectively, the “Warrants”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2017 • COPsync, Inc. • Computer communications equipment • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of April 6, 2017, by and among COPsync, Inc., a Delaware corporation (and together with any and all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
COMMON SHARE PURCHASE WARRANT COPSYNC, INC.Purchase Agreement • April 10th, 2017 • COPsync, Inc. • Computer communications equipment • New York
COPSYNC, INC., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _______ the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date (the "Initial Exercisability Date"), but not after 5:30 p.m., New York time, on the Expiration Date, (as defined below), ____________ (___) fully paid nonassessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Section 17. This Warrant is one o
ContractCOPsync, Inc. • August 11th, 2015 • Computer communications equipment • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. BY ACQUIRING THIS NOTE, THE HOLDER REPRESENTS THAT THE HOLDER WILL NOT SELL OR OTHERWISE DISPOSE OF THIS NOTE WITHOUT REGISTRATION OR COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE AFORESAID ACTS AND THE RULES AND REGULATIONS THEREUNDER.
COPSYNC, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2015 • COPsync, Inc. • Computer communications equipment • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 14, 2015, is made and entered into by and between COPsync, Inc., a Delaware corporation with headquarters located at 16415 Addison Road, Suite 300, Addison, Texas 75001 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Purchasers”).
COPSYNC, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2015 • COPsync, Inc. • Computer communications equipment • New York
The undersigned, COPsync, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, for whom Maxim Group LLC (“Maxim”) and Aegis Capital Corp. are acting as representatives (in such capacity, the “Representatives”), the “Underwriters” and each an “Underwriter”) to issue and sell to the Underwriters an aggregate of 3,028,572 Shares (“Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”), together with warrants to purchase an aggregate of 3,028,572 shares of Common Stock at an exercise price equal to $3.125 per share (each a “Warrant” and collectively, the “Warrants”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
COPSYNC, INC. and NEVADA AGENCY AND TRANSFER COMPANY, WARRANT AGREEMENT Dated as of [ ], 2015Warrant Agreement • November 6th, 2015 • COPsync, Inc. • Computer communications equipment • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2015 is by and between COPsync, Inc., a Delaware corporation (the “Company”), and Nevada Agency and Transfer Company, a Nevada corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 20th, 2009 • COPsync, Inc. • Computer communications equipment • Texas
This Amended and Restated Executive Employment Agreement (this “Agreement”) is made as of April 29, 2009, by and between COPsync, Inc., a Delaware corporation (the “Company”), and J. Shane Rapp, an individual residing at 2010 FM 2673, Canyon Lake, Texas (“Employee”).
COPSYNC, INC. and NEVADA AGENCY AND TRANSFER COMPANY, WARRANT AGREEMENT Dated as of November 18, 2015Warrant Agreement • November 18th, 2015 • COPsync, Inc. • Computer communications equipment • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 18, 2015 is by and between COPsync, Inc., a Delaware corporation (the “Company”), and Nevada Agency and Transfer Company, a Nevada corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
COPSYNC, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 20th, 2009 • COPsync, Inc. • Computer communications equipment • Delaware
This Indemnification Agreement (“Agreement”) is made as of this 14th day of October, 2009, by and between COPsync, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • April 15th, 2011 • COPsync, Inc. • Computer communications equipment • Delaware
This Stock Restriction Agreement (this “Agreement”) is entered into as of August 27, 2010 (the “Effective Date”) by and between COPsync, Inc., a Delaware corporation (the “Company”), and Ronald A. Woessner (“Employee,” which term includes his heirs, personal representatives, successors and assigns).
CONSULTING AGREEMENTConsulting Agreement • December 19th, 2016 • COPsync, Inc. • Computer communications equipment • California
THIS CONSULTING AGREEMENT (“Agreement”) is made effective as of this 1st day of October, 2016, by and between COPsync, Inc., hereafter (“COYN”), a public corporation and Ward Eric Leber or (“Consultant”).
Conversion and Exercise NoticeCOPsync, Inc. • October 29th, 2015 • Computer communications equipment
This Conversion and Exercise Notice is being delivered in connection with that certain Series B Preferred Stock Conversion and Warrant Exercise Agreement (the “Conversion and Exercise Agreement”), dated October 28, 2015 among COPsync, Inc., a Delaware corporation (the “Company”), and certain holders of shares of the Company’s Series B Preferred Stock (“Series B Shares”) and Warrants (“Warrants”) to acquire shares of the Company’s Common Stock (“Common Stock Shares”);
COPSYNC, INC. SECURITIES PURCHASE AGREEMENT October 14, 2009Securities Purchase Agreement • October 20th, 2009 • COPsync, Inc. • Computer communications equipment • Delaware
This Securities Purchase Agreement (this “Agreement”) is made as of October 14, 2009, by and among COPsync, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached hereto as Exhibit A (the “Schedule of Investors”).
SUBLEASE AGREEMENTSublease Agreement • March 31st, 2015 • COPsync, Inc. • Computer communications equipment
THIS SUBLEASE AGREEMENT (the “Sublease”) is entered into as of the 28 day of January, 2013, by and between AIR METHODS CORPORATION, a Delaware corporation (“Sublandlord”), successor by merger to OMNIFLIGHT HELICOPTERS, INC., a Texas corporation and COPSYNC, INC., a Delaware corporation (“Subtenant").
SERIES B PREFERRED STOCK CONVERSION, WARRANT EXERCISE AND INVESTOR RIGHTS AGREEMENTAnd Investor Rights Agreement • October 29th, 2015 • COPsync, Inc. • Computer communications equipment • Texas
This Series B Preferred Stock Conversion, Warrant Exercise and Investor Rights Agreement (this “Agreement”) is made and entered as of October 28, 2015 (the “Effective Date”), by and between COPsync, Inc., a Delaware corporation (the “Company”), and such of the undersigned holders of shares of Series B Preferred Stock (the “Series B Stock”) that actually sign this Agreement (such undersigned holders herein the “Series B Holders”) and is for the benefit of all of the Series B Holders.
PATENT ASSIGNMENT AGREEMENT (the "Agreement")Patent Assignment Agreement • March 6th, 2007 • Global Advance Corp • Computer communications equipment • New York
THIS AGREEMENT, is entered into as of this 28th day of November, 2006, by and among Global Advance Corp., a Delaware company with a registered address at 113 Barksdale Professional Center, Newark, DE 19711 USA ("Global Advance"); IdeaPlus Ltd., an Israeli company with its principal place of business at Moshe Aviv Tower 7 Jabotinski Street Ramat Gan 52520 Israel ("IdeaPlus");
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 20th, 2009 • COPsync, Inc. • Computer communications equipment • Texas
This Executive Employment Agreement (this “Agreement”) is made to be effective as of September 15, 2009, by and between COPsync, Inc., a Delaware corporation (the “Company”), and Randy Comer, an individual (“Employee”).
SECURITY AGREEMENTSecurity Agreement • April 10th, 2017 • COPsync, Inc. • Computer communications equipment • New York
This Security Agreement (the “Security Agreement”), dated as of April 6, 2017, is by and between COPsync, Inc., a Delaware corporation (“COYN”), and the secured party set forth on the signature page hereto (the “Secured Party”).
ContractCOPsync, Inc. • August 11th, 2015 • Computer communications equipment • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
AMENDMENT TO STOCK PURCHASE WARRANTStock Purchase Warrant • December 18th, 2015 • COPsync, Inc. • Computer communications equipment
THIS AMENDMENT (“Amendment”) to that certain Stock Purchase Warrant (the “Warrant”), by and between COPsync, Inc., a Delaware corporation (the “Company”) and each of the persons that are signatories to this Amendment (“Investor”), is made as of December 15, 2015 (the “Effective Date”).
Execution VersionCOPsync, Inc. • November 14th, 2014 • Computer communications equipment • Texas
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“1933 ACT”) AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THIS NOTE AND APPLICABLE STATE SECURITIES LAWS OR THE DELIVERY OF AN OPINION OF COUNSEL ACCEPTABLE TO COPSYNC, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
and NEVADA AGENCY AND TRANSFER COMPANY, SERIES A-2 WARRANT AGREEMENT Dated as of [ ], 2015Nevada Agency • November 4th, 2015 • COPsync, Inc. • Computer communications equipment • New York
THIS SERIES A-2 WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2015 is by and between COPsync, Inc., a Delaware corporation (the “Company”), and Nevada Agency and Transfer Company, a Nevada corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
AMENDMENT TO COPSYNC, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2015 • COPsync, Inc. • Computer communications equipment
THIS AMENDMENT (“Amendment”) to that certain Registration Rights Agreement (the “Agreement”), by and between COPsync, Inc., a Delaware corporation (the “Company”) and the purchasers set forth on the signature pages thereto (each a “Noteholder” and together the “Noteholders”), is made as of December 1, 2015 (the “Effective Date”).
CONSULTING AGREEMENTConsulting Agreement • December 19th, 2016 • COPsync, Inc. • Computer communications equipment • California
THIS CONSULTING AGREEMENT (“Agreement”) is made effective as of this 1st day of October, 2016, by and between COPsync, Inc., hereafter (“COYN”), a public corporation and Child Safety Network, LLC master licensor for and Child Safety Network , Inc. (collectively called “CSN” and or (“Consultant”).
COPsync, Inc. Securities Purchase Agreement Investor Package July 14, 2015Securities Purchase Agreement • August 11th, 2015 • COPsync, Inc. • Computer communications equipment • New York
You must send the completed and executed signature pages to this Securities Purchase Agreement, the Registration Rights Agreement, the completed Purchaser Information (Exhibit A) and the Spousal Consent (Exhibit B) to Maxim Group LLC, preferably by email or fax:
COPSYNC, INC. INVESTORS’ RIGHTS AGREEMENT October 14, 2009Rights Agreement • October 20th, 2009 • COPsync, Inc. • Computer communications equipment • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made as of October 14, 2009, by and among COPsync, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
STOCK PURCHASE AGREEMENTStock Purchase Agreement this Agreement • November 28th, 2007 • Global Advance Corp • Computer communications equipment • Delaware
THIS AGREEMENT (this "Agreement"), entered into as of the 11th day of November, 2007, is made by and between Oren Rozenberg (hereinafter the "SELLER") and Rocky Global Enterprises Ltd. and Beaux Beaux Partnership (hereinafter the "BUYERS"). WHEREAS, the SELLER desires to sell to the BUYERS and the BUYERS wish to purchase and acquire from the SELLER 1,934,250 shares of capital stock of Global Advance Corp., (hereinafter referred to as "GADV") pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the representations, warranties and agreements set forth herein, the parties hereto hereby agree as follows:
ACQUISITION AGREEMENTAcquisition Agreement by And • May 1st, 2008 • COPsync, Inc. • Computer communications equipment
Agreement dated as of the 5th day of February, 2008 by and among Global Advance Corp., a Delaware corporation, with an address at 24955 Pacific Coast Highway, Malibu, CA 90265 ("GADV"), and PostInk Technology, LP., a Texas limited partnership, with an address at 2045 FM 2673, Suite 1 Canyon Lake, Comal County, Texas 78133, and RSIV, LLC (general partner of PostInk Technology, LP), (hereinafter referred to collectively as "POST").
ContractCOPsync, Inc. • March 31st, 2015 • Computer communications equipment • Texas
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“1933 ACT”) AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THIS NOTE AND APPLICABLE STATE SECURITIES LAWS OR THE DELIVERY OF AN OPINION OF COUNSEL ACCEPTABLE TO COPSYNC, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • November 14th, 2016 • COPsync, Inc. • Computer communications equipment • Delaware
This Amendment to Stock Option Agreement (this "Amendment") is made effective as of August 29, 2016, by and between _____________________ (the "Participant") and COPsync, Inc., a Delaware corporation (the "Company").
