ASPYRA, INC. COMMON STOCK WARRANTWarrant Agreement • February 19th, 2009 • 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 February , 2009, 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 thirty one cents ($0.31) (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.
SECURITY AGREEMENTSecurity Agreement • February 19th, 2009 • Aspyra Inc • Services-computer integrated systems design • New York
THIS AGREEMENT is made as of February 12, 2009 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 February 12, 2009Securities Purchase Agreement • February 19th, 2009 • Aspyra Inc • Services-computer integrated systems design • New York
THIS AGREEMENT is made as of February 12, 2009 among ASPYRA, INC., a California corporation (“Issuer” or the “Company”), Jay Weil, as Collateral Agent (the “Collateral Agent”) and the persons listed on the signature pages hereto (“Purchasers”).
NEITHER THIS SECURITY NOR ANY SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR...Security Agreement • February 19th, 2009 • 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 February 12, 2009 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.
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 19th, 2009 • Aspyra Inc • Services-computer integrated systems design • New York
This Agreement is entered into this 12th day of February, 2009, by and between, Jay Weil, as Collateral Agent for the persons identified on Exhibit A (collectively, the “March 2008 Creditors”) and Jay Weil, as Collateral Agent for the persons identified on Exhibit B (collectively, the February 2009 Creditors” and collectively with the March 2008 Creditors, the “Creditors”).
