INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • November 1st, 2011 • Psi Corp • Services-business services, nec • New York
THIS INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made as of the 24th day of October, 2011, by and among COUPON EXPRESS, INC., a Nevada corporation (the “Company"), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an "Investor," have purchased Cumulative Convertible Senior Notes (“Senior Notes”) and Warrants (“Warrants”) of the Company.
CUMULATIVE CONVERTIBLE SENIOR NOTE AND WARRANT PURCHASE AGREEMENTCumulative Convertible Senior Note and Warrant Purchase Agreement • November 1st, 2011 • Psi Corp • Services-business services, nec • New York
THIS CUMULATIVE CONVERTIBLE SENIOR NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the 24th day of October, 2011 by and among COUPON EXPRESS, INC., a Nevada corporation (the “Company”), and the investors listed on Schedule A attached to this Agreement as amended from time to time (each a “Purchaser” and together the “Purchasers”).
ContractCumulative Convertible Senior Note • November 1st, 2011 • Psi Corp • Services-business services, nec • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT”'), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SECURITY AGREEMENTSecurity Agreement • November 1st, 2011 • Psi Corp • Services-business services, nec • New York
This SECURITY AGREEMENT, dated as of October 24, 2011 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement"), made by and among Coupon Express, Inc., a Nevada corporation (the "Grantor"), in favor of the Lead Purchaser, as collateral agent for the Purchasers (each a “Secured Party”, and collectively, the "Secured Parties") under that certain Cumulative Convertible Senior Note and Warrant Purchase Agreement (the “Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • November 1st, 2011 • Psi Corp • Services-business services, nec
THIS SUBORDINATION AGREEMENT is made and entered into as of the _____ day of ____________, 2011, by and between PSI Corporation, a Nevada corporation (“Borrower”) and _____________________ (“Creditor”).
