SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2009 • Etelos, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2009, between Etelos, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
10% SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER , 2011Etelos, Inc. • September 30th, 2009 • Services-prepackaged software • New York
THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Debentures of Etelos, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 26828 Maple Valley Highway-#297, Maple Valley, WA 98038, designated as its 10% Senior Secured Convertible Debenture due September , 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • September 30th, 2009 • Etelos, Inc. • Services-prepackaged software • New York
THIS SECURITY AGREEMENT, dated as of September 29, 2009 (this “Agreement”), is among Etelos, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Senior Secured Convertible Debentures due two years following their issuance, in the original aggregate principal amount of $3,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SERIES I COMMON STOCK PURCHASE WARRANT ETELOS, INC.Etelos, Inc. • September 30th, 2009 • Services-prepackaged software
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 date hereof (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 Etelos, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of 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).
SERIES II COMMON STOCK PURCHASE WARRANT ETELOS, INC.Etelos, Inc. • September 30th, 2009 • Services-prepackaged software
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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seven year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Etelos, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of 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).
