NOTE AND WARRANT PURCHASE AGREEMENT Dated as of June 29, 2007 by and among TECHNOCONCEPTS INC. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • July 6th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
This NOTE AND WARRANT PURCHASE AGREEMENT dated as of June 29, 2007 (this “Agreement”) by and among TechnoConcepts Inc., a Colorado corporation (the “Company”), and each of the purchasers of the secured promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser,” and collectively, the “Purchasers”).
ESCROW AGREEMENTEscrow Agreement • July 6th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of June 26, 2007, by and among TechnoConcepts Inc., a Colorado corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“Vision”) and Dynamic Decisions Growth Premium (collectively with Vision, the “Purchasers”), and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
TECHNOCONCEPTS, INC. PLACEMENT AGENT AGREEMENT Dated: June 28, 2007Placement Agent Agreement • July 6th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
SECURITY AGREEMENTSecurity Agreement • July 6th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
WHEREAS, Grantor has issued or will issue secured promissory notes to the Secured Parties (collectively, the “Note”) pursuant to a Note and Warrant Purchase Agreement, dated as of June 29, 2007 (the “Purchase Agreement”), by and among Grantor and the Secured Parties; and
