ACE*COMM CORPORATION SERIES A SENIOR SECURED CONVERTIBLE NOTE DUE June 8, 2010Convertible Note • June 14th, 2007 • Ace Comm Corp • Services-computer integrated systems design
THIS NOTE is one of a series of duly authorized and issued senior secured promissory notes of ACE*COMM CORPORATION, a Maryland corporation (the “Company”), designated as its Series A Senior Secured Convertible Notes due June 8, 2010, in the aggregate principal amount of $4,200,000 (collectively, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 14th, 2007 • Ace Comm Corp • Services-computer integrated systems design • Maryland
This Securities Purchase Agreement is entered into and dated as of June 4, 2007 (this “Agreement”), by and among ACE*COMM CORPORATION, a Maryland corporation (the “Company”), Hale Fund Management, LLC, a Delaware limited liability company (“Hale Fund Management”), as Agent (as defined in Section 7.3(a) hereof), and each of the purchasers identified on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
Warrant No. [ ] Dated: June 8, 2007Warrant Agreement • June 14th, 2007 • Ace Comm Corp • Services-computer integrated systems design • Maryland
ACE*COMM CORPORATION, a Maryland corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [ ]1 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.84 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the date that is seven years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of June 4, 2007 by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All
