REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2010 • SpectrumDNA, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 12th day of January, 2010, by SPECTRUMDNA, INC., a Delaware corporation (the “Company”), in favor of each of the investors who have or will have purchased Units (the “Units”) of the Company offered in a private placement by the Company (the “Offering”), with each Unit consisting of one million (1,000,000) shares of Common Stock, par value $.001 per share (the “Common Stock”), of the Company, and one million (1,000,000) Common Stock Purchase Warrants (individually, the “Warrant”, and collectively, the “Warrants”), with each Warrant entitling the holder thereof to purchase at any time from the final closing of the Offering through five (5) years thereafter one share of Common Stock at a price of $0.25 per share. Such investors or permitted transferees who is a subsequent holder of any Warrant or Registrable Securities (as hereinafter defined) are each referred to herein as an “Investor” and, collectiv
SPECTRUMDNA, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • January 19th, 2010 • SpectrumDNA, Inc. • Services-computer programming, data processing, etc. • Delaware
The undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the purchase of Units (the “Units”) of SpectrumDNA, Inc., a Delaware corporation (the “Company”), with each Unit consisting of one million (1,000,000) shares of Common Stock, par value $.001 per share (the “Common Stock”), of the Company, and one million (1,000,000) Common Stock Purchase Warrants (individually, the “Warrant”, and collectively, the “Warrants”). Each Warrant will entitle the holder thereof to purchase at any time from the final closing of the Private Placement (as hereinafter defined) through five (5) years thereafter one share of Common Stock at a price of twenty five cents ($0.25) per share. (The Units, Common Stock, Warrants and Common Stock underlying the Warrants are sometimes herein collectively referred to as the “Securities”).
ContractWarrant Agreement • January 19th, 2010 • SpectrumDNA, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS WARRANT (THIS “WARRANT”) AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SECURITIES PURCHASE WARRANT SPECTRUMDNA, INC.Securities Agreement • January 19th, 2010 • SpectrumDNA, Inc. • Services-computer programming, data processing, etc.
THIS SECURITIES 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 final closing of the Financing (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 SpectrumDNA, Inc., a Delaware corporation (the “Company”), up to ______ units (the “Warrant Units”), with each Warrant Unit consisting of one share of common stock of the Company (the “Common Stock”) and one warrant to purchase one additional share of Common Stock (the “Underlying Warrants”). The purchase price of one Warrant Unit shall be equal to the Exercise Price as defined in Section 2(b). Each of the Underlying Warrants shall have an initial exercise price of $0.25 per share and s
