SUBSCRIPTION AGREEMENTSubscription Agreement • May 30th, 2007 • Aprecia Inc • Services-prepackaged software • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May ___, 2007, by and among Aprecia, Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
CLASS A COMMON STOCK PURCHASE WARRANTWarrant Agreement • May 30th, 2007 • Aprecia Inc • Services-prepackaged software • New York
APRECIA, INC., a corporation organized under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received, _____________________________, ________________________________________________________, or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on the fifth anniversary of the Issue Date (the “Expiration Date”), up to __________ fully paid and nonassessable shares of Common Stock at a per share purchase price of $0.18. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the "Purchase Price." The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price without the consent of the Holder. Capitalized terms used and not otherwise defined herein shall have the meanings set
SECURED NOTESecured Note • May 30th, 2007 • Aprecia Inc • Services-prepackaged software • New York
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
CONSENT AGREEMENTConsent Agreement • May 30th, 2007 • Aprecia Inc • Services-prepackaged software
Consent Agreement made this ___ day of May,, 2007 (“Consent”) among Aprecia Inc, a Delaware corporation (the “Company”), and the signators hereto some of whom are Subscribers under a certain Securities Purchase Agreement (“Securities Purchase Agreement”) with the Company dated March 10, 2006 (“Prior Subscribers”) and the New Subscribers (as defined below) who are signators hereto.
