WARRANT TO PURCHASE SHARES OF COMMON STOCK OF beamz interactive, Inc.Beamz Interactive Inc • April 19th, 2012 • Delaware
THIS CERTIFIES THAT, for value received, ___________________, a _____________, or its registered successors or assigns (hereinafter, the “Holder”), is entitled to purchase, subject to the conditions set forth below, at any time or from time to time during the Exercise Period (as defined in subsection 1.1 below), _________________ (_____________) fully-paid and non-assessable shares (the “Shares”) of the common stock, par value $0.001 per share (the “Common Stock”), of Beamz Interactive, Inc., Inc., a Delaware corporation (the “Company”), at an exercise price of $0.02 per share, subject to adjustment as provided in Section 3 below (the “Exercise Price”).
AGREEMENT TO CONVERT BY THE HOLDERS OF SERIES C CONVERTIBLE PREFERRED STOCK OF BEAMZ INTERACTIVE, INC.Beamz Interactive Inc • April 19th, 2012
Reference is hereby made to the Third Amended and Restated Certificate of Incorporation (the “Certificate”) of Beamz Interactive, Inc., a Delaware corporation (the “Company”). Terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Certificate.
STOCK PURCHASE, LOAN AND SECURITY AGREEMENTStock Purchase, Loan and Security Agreement • April 19th, 2012 • Beamz Interactive Inc • Arizona
This Stock Purchase, Loan and Security Agreement (this “Agreement”) is made and entered into as of January 28, 2009, by and among the parties executing this Agreement as Investors on the signature pages hereto (each, an “Investor,” and collectively, the “Investors”), and Beamz Interactive, Inc., a Delaware corporation (the “the Company”). Investors and the Company are sometimes referred to herein collectively as the “Parties” and each individually as a “Party”.
beamz interactive, inc. Bridge LOAN AGREEMENTBridge Loan Agreement • April 19th, 2012 • Beamz Interactive Inc • Arizona
FIRST AMENDMENT TO THE STOCK PURCHASE, LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 19th, 2012 • Beamz Interactive Inc • Arizona
This First Amendment to the Stock Purchase, Loan and Security Agreement (the “First Amendment”) dated effective as of February 23, 2009, by and among the Investors and Beamz Interactive, Inc. (the “Company”), is executed by an authorized officer of the Company. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement.
ContractBeamz Interactive Inc • April 19th, 2012 • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
CONSULTING AGREEMENTConsulting Agreement • April 19th, 2012 • Beamz Interactive Inc • Texas
This Consulting Agreement (the “Agreement”) is made and entered into effective as of March 1, 2009 (the “Effective Date”), by and between Beamz Interactive, Inc., a Delaware corporation (the “Company”), and Evolution Marketing Inc., an Arizona corporation (“Consultant”).
JULY 2010 AMENDMENT TO THE STOCK PURCHASE, LOAN AND SECURITY AGREEMENTThe Stock Purchase, Loan and Security Agreement • April 19th, 2012 • Beamz Interactive Inc • Arizona
This July 2010 Amendment to the Stock Purchase, Loan and Security Agreement (the “Amendment”) dated effective as of July 6, 2010, is by and among a majority of Investors and Beamz Interactive, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement (as defined below).
AGREEMENT TO CONVERT BY THE HOLDERS OF SERIES B CONVERTIBLE PREFERRED STOCK OF BEAMZ INTERACTIVE, INC.Beamz Interactive Inc • April 19th, 2012
Reference is hereby made to the Third Amended and Restated Certificate of Incorporation (the “Certificate”) of Beamz Interactive, Inc., a Delaware corporation (the “Company”). Terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Certificate.
AGREEMENT TO CONVERT BY THE HOLDERS OF SERIES A CONVERTIBLE PREFERRED STOCK and series a-1 convertible preferred stock OF BEAMZ INTERACTIVE, INC.Beamz Interactive Inc • April 19th, 2012
Reference is hereby made to the Third Amended and Restated Certificate of Incorporation (the “Certificate”) of Beamz Interactive, Inc., a Delaware corporation (the “Company”). Terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Certificate.
Bridge LOAN, Stock Purchase AND SECURITY AGREEMENTPurchase and Security Agreement • April 19th, 2012 • Beamz Interactive Inc • Arizona
SECOND AMENDMENT TO EXHIBIT B TO THE STOCK PURCHASE, LOAN AND SECURITY AGREEMENTSecurity Agreement • April 19th, 2012 • Beamz Interactive Inc
This Second Amendment to Exhibit B to the Stock Purchase, Loan and Security Agreement (the “Second Amendment”) dated effective as of May 1, 2009, by and among the Investors and Beamz Interactive, Inc. (the “Company”), is executed by an authorized officer of the Company. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement.
bridge notes CONVERSION AGREEMENTConversion Agreement • April 19th, 2012 • Beamz Interactive Inc • Delaware
This Bridge Notes Conversion Agreement (this “Agreement”) is made as of ______________, 2011 (the “Agreement Date”), by and between Beamz Interactive, Inc., a Delaware corporation (the “Company”), and ______________________ (“Investor”). The Company and Investor are sometimes each referred to herein as a “Party” and collectively, as the “Parties”.
AMENDMENT TO THE STOCK PURCHASE, LOAN AND SECURITY AGREEMENTStock Purchase, Loan and Security Agreement • April 19th, 2012 • Beamz Interactive Inc • Arizona
This Amendment to the Stock Purchase, Loan and Security Agreement (the “Amendment”) dated effective as of May 15, 2009, by and among the Investors and Beamz Interactive, Inc. (the “Company”), is executed by the Company and the Investors. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement (hereinafter defined).
CONVERSION AGREEMENTConversion Agreement • April 19th, 2012 • Beamz Interactive Inc • Arizona
This Conversion Agreement (this “Agreement”) is made as of October 1, 2010 (the “Agreement Date”), by and between Beamz Interactive, Inc., a Delaware corporation (the “Company”), and ______________________ (“Investor”). The Company and Investor are sometimes each referred to herein as a “Party” and collectively, as the “Parties”. All terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Purchase Agreements.
