SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 9th, 2011 • Ensurge Inc • Services-business services, nec • Utah
THIS SECURITIES PURCHASE AGREEMENT, dated as of October 28, 2011 (this “Agreement”), is entered into by and among ENSURGE, INC., a Nevada corporation (the “Company”), ENSURGE NM, LLC, a Utah limited liability company (“EnSurge NM”), NEXT VIEW CAPITAL, L.P., a Delaware limited partnership, its successors or assigns (“Next View”), ZADAR LLC, a Delaware limited liability company, its successors or assigns (“Zadar LLC,” and together with Next View, the “Buyers”).
ContractWarrant Agreement • November 9th, 2011 • Ensurge Inc • Services-business services, nec • Utah
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ENSURGE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • November 9th, 2011 • Ensurge Inc • Services-business services, nec • Utah
This Security Agreement (this “Security Agreement”), dated as of October 28, 2011, is executed by EnSurge, Inc., a Nevada corporation (“Debtor”), in favor of Stewart Flink, an individual, as Buyers’ Agent (“Agent”) for and in behalf of each of Next View Capital L.P., a limited partnership (“Next View”), and Zadar LLC, a Delaware limited liability company (“Zadar LLC,” and together with Next View, “Secured Party”).
