REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2005 • Id-Confirm, Inc. • Communications equipment, nec
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”).
SHORT TERM COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock ofId-Confirm, Inc. • October 27th, 2005 • Communications equipment, nec
THIS SHORT TERM COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 earlier of the 6 month anniversary of the Effective Date and the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ID-Confirm, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2005 • Id-Confirm, Inc. • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2005 among ID-Confirm, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SENIOR SECURED CONVERTIBLE DEBENTUREId-Confirm, Inc. • October 27th, 2005 • Communications equipment, nec • New York
THIS SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and issued Senior Secured Convertible Debentures of ID-Confirm, Inc., a Nevada corporation, having a principal place of business at 1800 Boulder Street, Suite 400, Denver, Colorado 80211-6400 (the “Company”), designated as its Senior Secured Convertible Debenture (the “Debenture(s)”).
SECURITY AGREEMENTSecurity Agreement • October 27th, 2005 • Id-Confirm, Inc. • Communications equipment, nec • New York
SECURITY AGREEMENT, dated as of October 27, 2005 (this “Agreement”), among ID-Confirm, Inc., a Nevada corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s Senior Secured Convertible Debenture due October 27, 2007 in the original aggregate principal amount of $4,000,000 (the “Debenture”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • October 27th, 2005 • Id-Confirm, Inc. • Communications equipment, nec • New York
SUBSIDIARY GUARANTEE, dated as of October 27, 2005 (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 the purchasers signatory (the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between ID-Confirm, Inc., a Nevada corporation (the “Company”) and the Purchasers.
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock ofCommon Stock Purchase Warrant • October 27th, 2005 • Id-Confirm, Inc. • Communications equipment, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 six month anniversary of the date of the Purchase Agreement (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 ID-Confirm, Inc., a Nevada corporation, (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “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).
