SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 20th, 2006 • Interactive Television Networks • Television broadcasting stations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 19, 2006 among Interactive Television Networks, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
VARIABLE RATE SECURED CONVERTIBLE DEBENTURE DUE JUNE ___, 2008Convertible Security Agreement • June 20th, 2006 • Interactive Television Networks • Television broadcasting stations • New York
THIS VARIABLE RATE SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Variable Rate Secured Convertible Debentures of Interactive Television Networks, Inc., a Nevada corporation, having its principal place of business at 2010 Main Street, Suite 500, Irvine, CA 92614 (the “Company”), designated as its Variable Rate Secured Convertible Debenture, due June ___, 2008 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • June 20th, 2006 • Interactive Television Networks • Television broadcasting stations • New York
SECURITY AGREEMENT, dated as of June 19, 2006 (this “Agreement”), among Interactive Television Networks, Inc., a Nevada corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s Variable Rate Secured Convertible Debentures due June ____, 2008 in the original aggregate principal amount of up to $3,000,000 (the “Debentures”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 20th, 2006 • Interactive Television Networks • Television broadcasting stations • New York
SUBSIDIARY GUARANTEE, dated as of June 19, 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Interactive Television Networks, Inc., a Nevada corporation (the “Company”) and the Purchasers.
SERIES A COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of INTERACTIVE TELEVISION NETWORKS, INC.Security Agreement • June 20th, 2006 • Interactive Television Networks • Television broadcasting stations
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 Interactive Television Networks, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “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).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Security Agreement • June 20th, 2006 • Interactive Television Networks • Television broadcasting stations
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 of the initial filing of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the earlier of (i) the nine month anniversary of the Effective Date or (ii) the two year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interactive Television Networks, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”) and a new Series A Warrant to purchase up to a number of shares of Common Stock equal to 100% of the Warrant Shares issuable hereunder. The purchase price of one share of Common Stock under this Warran
