8% SECURED CONVERTIBLE DEBENTURE DUE MAY 25, 2010Convertible Security Agreement • June 1st, 2007 • Celsia Technologies, Inc. • Electronic components, nec • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 8% Secured Convertible Debentures of Celsia Technologies, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 1395 Brickell Avenue, Suite 800, Miami Florida, 33131, designated as its 8% Secured Convertible Debenture due May 25, 2010 (this debenture, the “Debenture” and, collectively with the other such series of debentures, the “Debentures”).
COMMON STOCK PURCHASE WARRANT CELSIA TECHNOLOGIES, INC.Securities Agreement • June 1st, 2007 • Celsia Technologies, Inc. • Electronic components, nec
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 Celsia Technologies, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2007 • Celsia Technologies, Inc. • Electronic components, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 25, 2007 among Celsia Technologies, 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”).
SECURITY AGREEMENTSecurity Agreement • June 1st, 2007 • Celsia Technologies, Inc. • Electronic components, nec • New York
This SECURITY AGREEMENT, dated as of May 25, 2007 (this “Agreement”), is among Celsia Technologies, Inc., a Nevada 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 8% Secured Convertible Debentures due May 25, 2010 and issued on May 25, 2007 in the original aggregate principal amount of $8,142,847 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 1st, 2007 • Celsia Technologies, Inc. • Electronic components, nec • New York
SUBSIDIARY GUARANTEE, dated as of May 25, 2007 (this “Guarantee”), made by the undersigned signatory 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 Celsia Technologies, Inc., a Nevada corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2007 • Celsia Technologies, Inc. • Electronic components, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 25, 2007, among Celsia Technologies, Inc., a Nevada corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
AMENDMENT TO PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 1st, 2007 • Celsia Technologies, Inc. • Electronic components, nec
THIS AMENDMENT TO PLACEMENT AGENT AGREEMENT (this “Amendment”) is made and entered into as of the 25th day of May, 2007, by and among Celsia Technologies, Inc., a Nevada corporation (the “Company”), Axiom Capital Management, Inc. (“Axiom”) and Indigo Securities, Inc. (“Indigo” and together with Axiom, the “Co-Placement Agents”).
