NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services • California
This Subordinated Convertible Note Purchase Agreement (the "Agreement") is made effective as of between TECHNOCONCEPTS INC. (the "Company"), and the investors listed on the Schedule of Investors attached as Exhibit A hereto (the "Investors").
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
THIS AGREEMENT is made as of the ___ day of _______________, 2007, by and between TechnoConcepts Inc., a corporation organized under the laws of the State of Colorado (the “Company”), and the undersigned note holder (the “Note Holder”). Subject to the terms and conditions set forth in this Agreement and pursuant to Section 3(a)(9) and Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to exchange with the Note Holder, and the Note Holder desires to exchange with the Company, securities of the Company as more fully described in this Agreement.
February 2, 2007 Gentlemen:Technoconcepts, Inc. • February 27th, 2007 • Services-computer programming services
Reference is made to the Securities Exchange Agreement (“SEA”) of even date herewith between TechnoConcepts, Inc., a Colorado corporation (“TCI”) and the undersigned investor (“Investor”), pursuant to which the Investor has this day exchanged $________________ aggregate amount of TCI’s Series A Secured Subordinated Promissory Notes (“Notes”) for ___________ shares of TCI’s common stock and for warrants to purchase ________________ shares of TCI’s common stock “Warrants”). Reference is also made to those certain Securities Purchase Agreements, also of even date herewith, among TCI and certain other investor, and all associated documentation and other agreements, pursuant to which TCI has granted certain registration rights (collectively, the “SPAs”).
FIRST AMENDMENT TO NOTENote • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
This FIRST AMENDMENT TO NOTE (the “Amendment”) is dated effective as of February , 2007, by and between TechnoConcepts, Inc. (the “Company”) and undersigned Note Holder (the “Holder”) of the Promissory Note of the Company (the “Note”) pursuant to the Note Purchase Agreement between the parties, dated (the “Agreement”).
