BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • April 1st, 2008 • Aspyra Inc • Services-computer integrated systems design • California
THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated February 27, 2008, is made and executed between Aspyra, Inc. (“Borrower”) and Western Commercial Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
ASPYRA, INC. COMMON STOCK WARRANTWarrant Agreement • February 19th, 2009 • Aspyra Inc • Services-computer integrated systems design • New York
ASPYRA, INC., a California corporation (the “Company”), hereby certifies that , its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time commencing on the effective date (the “Effective Date”), which shall be the date of the Closing (as defined in the Securities Purchase Agreement, dated as of February , 2009, by and among the Company and the Purchasers listed on Schedule 1 thereto (the “Securities Purchase Agreement”)), and terminating on the third anniversary of such date (the “Termination Date”) up to shares (each, a “Share” and collectively the “Shares”) of the Company’s common stock, no par value per Share (the “Common Stock”), at an exercise price per Share equal to thirty one cents ($0.31) (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • May 18th, 2006 • Aspyra Inc • Services-computer integrated systems design • California
THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is entered into as of May 4, 2006, by and among ASPYRA, INC., a California corporation (the “Company”), with headquarters located at 26115-A Mureau Road, Calabasas, California 91302, and the purchasers (collectively, the “Purchasers” and each a “Purchaser”) set forth on Schedule 1 hereof, with regard to the following:
SECURITY AGREEMENTSecurity Agreement • February 19th, 2009 • Aspyra Inc • Services-computer integrated systems design • New York
THIS AGREEMENT is made as of February 12, 2009 between ASPYRA, INC., as debtor, a California corporation (“Debtor”), and Jay Weil, as collateral agent (“Collateral Agent”) for the secured parties (“Secured Parties”) pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of the date hereof among Debtor, Collateral Agent and Secured Parties.
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement (Asset Based) • April 3rd, 2009 • Aspyra Inc • Services-computer integrated systems design
THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated February 27, 2009, is made and executed between Aspyra, Inc. ("Borrower") and Western Commercial Bank ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
SECURITIES PURCHASE AGREEMENT among ASPYRA, INC. as Issuer, JAY WEIL As Collateral Agent and THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO as Purchasers February 12, 2009Securities Purchase Agreement • February 19th, 2009 • Aspyra Inc • Services-computer integrated systems design • New York
THIS AGREEMENT is made as of February 12, 2009 among ASPYRA, INC., a California corporation (“Issuer” or the “Company”), Jay Weil, as Collateral Agent (the “Collateral Agent”) and the persons listed on the signature pages hereto (“Purchasers”).
SECURITY AGREEMENTSecurity Agreement • March 17th, 2008 • Aspyra Inc • Services-computer integrated systems design • New York
SECURITY AGREEMENT (this “Agreement”), dated as of March , 2008 by and among Aspyra, Inc., a California corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2006 • Aspyra Inc • Services-computer integrated systems design • California
This REGISTRATION RIGHTS AGREEMENT is made as of May 4, 2006, by and among ASPYRA, INC., a California corporation (the ”Company”), with headquarters located at 26115-A Mureau Road, Calabasas, California 91302, and the purchasers (collectively, the “Purchasers” and each a “Purchaser”) set forth on Schedule 1 hereof, with regard to the following:
SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • October 3rd, 2005 • Creative Computer Applications Inc • Services-computer integrated systems design • California
THIS SENIOR EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement by and between CREATIVE COMPUTER APPLICATIONS, INC. (CCA) a California corporation (the “Company”), and Samuel G. Elliott (the “Executive”). ”). The effective date of this agreement shall be the date that the merger between CCA and StorCOMM is consummated.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 17th, 2008 • Aspyra Inc • Services-computer integrated systems design • New York
NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of March , 2008, by and between ASPYRA, INC., a California corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 9th, 2005 • Creative Computer Applications Inc • Services-computer integrated systems design • California
THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made and entered into on the date hereinafter set forth by and between CREATIVE COMPUTER APPLICATIONS, INC. (the “Company”) and (the “Employee”).
November 5, 2008 Rodney W. Schutt Re: Terms of EmploymentEmployment Agreement • November 18th, 2008 • Aspyra Inc • Services-computer integrated systems design • California
The purpose of this letter agreement (this “Agreement”) is to set forth the terms of your employment with Aspyra Inc. (the “Company”). By signing this Agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company hereunder. This letter may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this letter may be by actual or facsimile signature.
AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF August 16, 2005, BY AND AMONG CREATIVE COMPUTER APPLICATIONS, INC. XYMED.COM, INC. AND STORCOMM, INC.Merger Agreement • August 19th, 2005 • Creative Computer Applications Inc • Services-computer integrated systems design • California
AGREEMENT AND PLAN OF REORGANIZATION, dated as of August 16, 2005, (this “Agreement”), by and among CREATIVE COMPUTER APPLICATIONS, INC., a California corporation (“CCA”), XYMED.COM, INC., a Delaware corporation and a wholly-owned subsidiary of CCA (“CCA Sub”) and STORCOMM, INC., a Delaware corporation (“StorCOMM”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • December 27th, 2007 • Aspyra Inc • Services-computer integrated systems design • California
Steven M. Besbeck, for himself and his heirs, successors and assigns (hereinafter collectively referred to as “Besbeck”) and Aspyra, Inc. on behalf of itself and for the benefit of its predecessors, including specifically, but not limited to, Creative Computer Applications, Inc., its subsidiaries and otherwise related entities, past and present officers, directors, shareholders, executives, managers, supervisors, employees, successors and agents, hereby agree to the following:
NEITHER THIS SECURITY NOR ANY SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR...Security Agreement • February 19th, 2009 • Aspyra Inc • Services-computer integrated systems design
FOR VALUE RECEIVED, and upon and subject to the terms and conditions set forth herein, Aspyra, Inc., a California corporation (“Issuer”), hereby promises to pay to the order of , a (together with its permitted successors and assigns, “Holder”), the principal sum of UNITED STATED DOLLARS (U.S. $ ) on the Maturity Date, together with interest as provided herein. This Note was issued under and is subject to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of February 12, 2009 among Issuer, payee and certain other parties. Capitalized terms used and not otherwise defined herein will have the respective meanings given to such terms in the Purchase Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2005 • Creative Computer Applications Inc • Services-computer integrated systems design • California
This REGISTRATION RIGHTS AGREEMENT is made as of August 18, 2005, by and among CREATIVE COMPUTER APPLICATIONS, INC., a California corporation (the ”Company”), with headquarters located at 26115-A Mureau Road, Calabasas, California 91302, and the purchasers (collectively, the “Purchasers” and each a “Purchaser”) set forth on Schedule 1 hereof, with regard to the following:
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • October 3rd, 2005 • Creative Computer Applications Inc • Services-computer integrated systems design • Delaware
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made as of September 29, 2005, by and among StorCOMM, Inc., a Delaware corporation (“StorCOMM”) and the Shareholders named on Exhibit A hereto (each a “Shareholder”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 19th, 2009 • Aspyra Inc • Services-computer integrated systems design • New York
This Agreement is entered into this 12th day of February, 2009, by and between, Jay Weil, as Collateral Agent for the persons identified on Exhibit A (collectively, the “March 2008 Creditors”) and Jay Weil, as Collateral Agent for the persons identified on Exhibit B (collectively, the February 2009 Creditors” and collectively with the March 2008 Creditors, the “Creditors”).
ASPYRA, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2008 • Aspyra Inc • Services-computer integrated systems design • New York
This REGISTRATION RIGHTS AGREEMENT is made as of March 26, 2008, by and among ASPYRA, INC., a California corporation (the “Company” or “Issuer”), with headquarters located at 26115-A Mureau Road, Calabasas, California 91302, and the purchasers (collectively, the “Purchasers” and each a “Purchaser”) who are parties to that certain Securities Purchase Agreement dated as of March 26, 2008 (the “Purchase Agreement”), with regard to the following:
ASPYRA, INC. SECURED, CONVERTIBLE PROMISSORY NOTEConvertible Security Agreement • April 1st, 2008 • Aspyra Inc • Services-computer integrated systems design
FOR VALUE RECEIVED, and upon and subject to the terms and conditions set forth herein, Aspyra, Inc., a California corporation (“Issuer”), hereby promises to pay to the order of , a (together with its permitted successors and assigns, “Holder”), the principal sum of UNITED STATED DOLLARS (U.S. $ ) on the Maturity Date, together with interest as provided herein. This Note was issued under and is subject to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of March , 2008 among Issuer, payee and certain other parties. Capitalized terms used and not otherwise defined herein will have the respective meanings given to such terms in the Purchase Agreement.
ASPYRA, INC. COMMON STOCK WARRANTSecurities Purchase Agreement • April 1st, 2008 • Aspyra Inc • Services-computer integrated systems design • New York
ASPYRA, INC., a California corporation (the “Company”), hereby certifies that , its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time commencing on the effective date (the “Effective Date”), which shall be the date of the Closing (as defined in the Securities Purchase Agreement, dated as of March , 2008, by and among the Company and the Purchasers listed on Schedule 1 thereto (the “Securities Purchase Agreement”)), and terminating on the third anniversary of such date (the “Termination Date”) up to shares (each, a “Share” and collectively the “Shares”) of the Company’s common stock, no par value per Share (the “Common Stock”), at an exercise price per Share equal to ($ ) (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.
CREATIVE COMPUTER APPLICATIONS, INC.Agreement and Plan of Reorganization • October 26th, 2005 • Creative Computer Applications Inc • Services-computer integrated systems design
CCA LETTERHEAD] October 20, 2005Issuance of Options Post-Merger • October 26th, 2005 • Creative Computer Applications Inc • Services-computer integrated systems design
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • October 3rd, 2005 • Creative Computer Applications Inc • Services-computer integrated systems design • Delaware
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is made as of September 29, 2005, by and among Creative Computer Applications, Inc., a California corporation (“CCA”), Xymed.com, Inc., a Delaware corporation and a wholly-owned subsidiary of CCA (the ”Merger Sub”), and the Stockholders named on Exhibit A hereto (each a “Stockholder”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • April 3rd, 2009 • Aspyra Inc • Services-computer integrated systems design • California
Bruce M. Miller, for himself and his heirs, successors and assigns (hereinafter collectively referred to as “Miller”) and Aspyra, Inc., a California corporation (the “Company”) on behalf of itself and for the benefit of its predecessors and successors, including specifically, but not limited to, Creative Computer Applications, Inc., its subsidiaries and otherwise related entities, past and present officers, directors, shareholders, executives, managers, supervisors, employees, successors and agents, hereby agree to the following:
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 2nd, 2009 • Aspyra Inc • Services-computer integrated systems design • California
James (Skip) Helms, for himself and his heirs, successors and assigns (hereinafter collectively referred to as “Helms”) and Aspyra, Inc., a California corporation (the “Company”) on behalf of itself and for the benefit of its predecessors and successors, including specifically, but not limited to, Creative Computer Applications, Inc., its subsidiaries and otherwise related entities, past and present officers, directors, shareholders, executives, managers, supervisors, employees, successors and agents, hereby agree to the following:
FORM OF WARRANTWarrant Agreement • June 9th, 2006 • Aspyra Inc • Services-computer integrated systems design • California
CREATIVE COMPUTER APPLICATIONS, INC., a California corporation (the “Company”), hereby certifies that ______________________________________, its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time commencing on the effective date (the “Effective Date”), which shall be the date of the Closing (as defined in Purchase Agreement, dated as of August 16, 2005, by and among the Company and the Purchasers listed on Schedule 1 thereto), and terminating on the second anniversary of such date (the “Termination Date”) up to _____________ shares (each, a “Share” and collectively the “Shares”) of the Company’s common stock no par value per Share (the “Common Stock”), at an exercise price per Share equal to $3.00 (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.
