ContractNote Agreement • July 27th, 2007 • Cognigen Networks Inc • Telephone communications (no radiotelephone) • Colorado
THIS INSTRUMENT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND VARIOUS APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR ASSIGNED OR A SECURITY INTEREST CREATED THEREIN, UNLESS THE PURCHASER, TRANSFEREE, ASSIGNEE, PLEDGEE OR HOLDER OF SUCH SECURITY INTEREST COMPLIES WITH ALL APPLICABLE STATE AND FEDERAL SECURITIES LAWS (I.E., SUCH SECURITIES ARE REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE THEREUNDER) AND UNLESS THE SELLER, TRANSFEROR, ASSIGNOR, PLEDGOR OR GRANTOR OF SUCH SECURITY INTEREST PROVIDES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSACTION CONTEMPLATED WOULD NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • July 27th, 2007 • Cognigen Networks Inc • Telephone communications (no radiotelephone) • Colorado
This First Amendment to Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Amended Security Agreement”), dated as of June 28, 2007, is executed by Cognigen Networks, Inc., a Colorado corporation (together with its successors and assigns, “Debtor”), and BayHill Capital, LLC, a Utah limited liability company (“Secured Party”).
