SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2009 • Beyond Commerce • Services-allied to motion picture production • New York
This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of July 2, 2009, between Beyond Commerce, Inc., a Nevada corporation with headquarters located at 9029 South Pecos, Suite 2800, Henderson, Nevada 89074 (the “Company”), and OmniReliant Holdings, Inc. (the “Purchaser”).
Original Issue Date: July 2, 2009 Original Conversion Price (subject to adjustment herein): $0.70 ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE July 2, 2010Beyond Commerce • July 6th, 2009 • Services-allied to motion picture production • New York
THIS ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Secured Convertible Debentures of Beyond Commerce, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 9029 South Pecos, Suite 2800, Henderson, NV 89074, designated as its Original Issue Discount Secured Convertible Debenture due July 2, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • July 6th, 2009 • Beyond Commerce • Services-allied to motion picture production • New York
SECURITY AGREEMENT, dated as of July 2, 2009 (this “Agreement”), among Beyond Commerce, Inc., a Nevada corporation (the “Company” or the “Debtor”), the Company’s subsidiaries, and the holder or holders of the Company’s Secured Original Issue Discount Convertible Debentures due twelve months from the date of their respective issuance (the “Debentures”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 6th, 2009 • Beyond Commerce • Services-allied to motion picture production • New York
SUBSIDIARY GUARANTEE, dated as of July 2, 2009 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of OmniReliant Holdings, Inc. (the "Purchaser") to that certain Securities Purchase Agreement, dated as of the date hereof, between Beyond Commerce, Inc., a Nevada corporation (the “Company”) and the Purchaser.
COMMON STOCK PURCHASE WARRANT BEYOND COMMERCE, INC.Beyond Commerce • July 6th, 2009 • Services-allied to motion picture production
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, OmniReliant, Inc. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Beyond Commerce, Inc., a Nevada corporation (the “Company”), up to 2,499,986 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 6th, 2009 • Beyond Commerce • Services-allied to motion picture production • New York
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of July 2, 2009, made by and among Beyond Commerce, Inc. (the “Company”) and each holder of Company’s common stock signatory hereto (the “Pledgor” and, collectively, the “Pledgors”) in favor of OmniReliant Holdings, Inc. (the “Pledgee”).
