BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • April 1st, 2008 • Aspyra Inc • Services-computer integrated systems design • California
THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated February 27, 2008, is made and executed between Aspyra, Inc. (“Borrower”) and Western Commercial Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
SECURITY AGREEMENTSecurity Agreement • April 1st, 2008 • Aspyra Inc • Services-computer integrated systems design • New York
THIS AGREEMENT is made as of March 26, 2008 between ASPYRA, INC., as debtor, a California corporation (“Debtor”), and Jay Weil, as collateral agent (“Collateral Agent”) for the secured parties (“Secured Parties”) pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of the date hereof among Debtor, Collateral Agent and Secured Parties.
SECURITIES PURCHASE AGREEMENT among ASPYRA, INC. as Issuer, JAY WEIL As Collateral Agent and THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO as Purchasers March 26, 2008Securities Purchase Agreement • April 1st, 2008 • Aspyra Inc • Services-computer integrated systems design • New York
THIS AGREEMENT is made as of March 26, 2008 among ASPYRA, INC., a California corporation (“Issuer”), Jay Weil, as Collateral Agent (the “Collateral Agent”) and the persons listed on the signature pages hereto (“Purchasers”).
ASPYRA, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2008 • Aspyra Inc • Services-computer integrated systems design • New York
This REGISTRATION RIGHTS AGREEMENT is made as of March 26, 2008, by and among ASPYRA, INC., a California corporation (the “Company” or “Issuer”), with headquarters located at 26115-A Mureau Road, Calabasas, California 91302, and the purchasers (collectively, the “Purchasers” and each a “Purchaser”) who are parties to that certain Securities Purchase Agreement dated as of March 26, 2008 (the “Purchase Agreement”), with regard to the following:
ASPYRA, INC. SECURED, CONVERTIBLE PROMISSORY NOTEPurchase Agreement • April 1st, 2008 • Aspyra Inc • Services-computer integrated systems design
FOR VALUE RECEIVED, and upon and subject to the terms and conditions set forth herein, Aspyra, Inc., a California corporation (“Issuer”), hereby promises to pay to the order of , a (together with its permitted successors and assigns, “Holder”), the principal sum of UNITED STATED DOLLARS (U.S. $ ) on the Maturity Date, together with interest as provided herein. This Note was issued under and is subject to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of March , 2008 among Issuer, payee and certain other parties. Capitalized terms used and not otherwise defined herein will have the respective meanings given to such terms in the Purchase Agreement.
ASPYRA, INC. COMMON STOCK WARRANTSecurities Purchase Agreement • April 1st, 2008 • Aspyra Inc • Services-computer integrated systems design • New York
ASPYRA, INC., a California corporation (the “Company”), hereby certifies that , its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time commencing on the effective date (the “Effective Date”), which shall be the date of the Closing (as defined in the Securities Purchase Agreement, dated as of March , 2008, by and among the Company and the Purchasers listed on Schedule 1 thereto (the “Securities Purchase Agreement”)), and terminating on the third anniversary of such date (the “Termination Date”) up to shares (each, a “Share” and collectively the “Shares”) of the Company’s common stock, no par value per Share (the “Common Stock”), at an exercise price per Share equal to ($ ) (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.
