AXIS TECHNOLOGIES GROUP, INC. 10% SENIOR SECURED CONVERTIBLE NOTEAxis Technologies Group Inc • July 24th, 2008 • New York
THIS NOTE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Notes of Axis Technologies Group, Inc., a Delaware corporation (the “Company”), having its principal place of business at 2055 S Folsom Street, Lincoln, NE 68522, designated as its 10% Senior Secured Convertible Notes (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 24th, 2008 • Axis Technologies Group Inc • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April ___, 2008 between Axis Technologies Group, 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”).
SECURITY AGREEMENTSecurity Agreement • July 24th, 2008 • Axis Technologies Group Inc • New York
This SECURITY AGREEMENT, dated as of April ___, 2008 (this “Agreement”), is among Axis Technologies Group, 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 holder(s), each signatory hereto, of the Company’s 10% Senior Secured Convertible Notes issued or to be issued in the original aggregate principal amount of up to $1,388,888.89 (the “Notes”) pursuant to the Purchase Agreement (as defined below) (collectively, together with their endorsees, transferees and assigns, the “Secured Parties”, and each individually, a “Secured Party”).
COMMON STOCK PURCHASE WARRANT AXIS TECHNOLOGIES GROUP, INC.Axis Technologies Group Inc • July 24th, 2008
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GEMINI MASTER FUND, LTD. (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 Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Axis Technologies Group, Inc., a Delaware corporation (the “Company”), up to 5,341,880 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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 24th, 2008 • Axis Technologies Group Inc • New York
SUBSIDIARY GUARANTEE, dated as of April 25, 2008 (this “Guarantee”), made by Axis Technologies, Inc., a Delaware corporation (together with any other entity that may become a party hereto as provided herein, the “Guarantor”, and together with the Company (as defined below), the “Debtors”), in favor of the purchaser(s) (including such purchaser’s(s’) successors, transferees and assigns, the “Purchasers”) signatory to the Purchase Agreement (as defined below).
MANUFACTURING AGREEMENTManufacturing Agreement • July 24th, 2008 • Axis Technologies Group Inc • California
AXIS TECHNOLOGIES, INC., a Delaware corporation, with it principal place of business at 2055 South Folsom Street, Lincoln, Nebraska, 68522, and Shanghai Gold Lighting Co., Ltd. a Peoples Republic of China Company with its principal place of business at No. 218 Minhe Road, Shanghai, PRC 200070, with reference to the following facts:
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 24th, 2008 • Axis Technologies Group Inc • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of April ___, 2008, is made by AXIS TECHNOLOGIES, INC., a Delaware corporation (the “Grantor”), in favor of GEMINI STRATEGIES, LLC, as collateral agent (“Agent”) for the holder(s) of 10% Senior Secured Convertible Notes issued or to be issued in the original aggregate principal amount of up to $1,500,000 (the “Notes”) by Axis Technologies Group, Inc., a Delaware corporation (“Company”), pursuant to the Purchase Agreement (as defined below) (collectively, together with their endorsees, transferees and assigns, the “Lenders”).
LOCK-UP AGREEMENTLock-Up Agreement • July 24th, 2008 • Axis Technologies Group Inc • New York
This Lock-Up Agreement ("Agreement") is made as of the date set forth below by the undersigned ("Holder") in connection with such Holder’s ownership of shares of Axis Technologies Group, Inc., a Delaware corporation (the "Company").
CO-EXCLUSIVE LICENSE BETWEEN AXIS TECHNOLOGIES, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR SIMPLIFIED DAYLIGHT HARVESTING TECHNOLOGYAxis Technologies Group Inc • July 24th, 2008 • California
