SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 31st, 2005 • Asi Technology Corp • Electronic components, nec • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the "Purchase Agreement" or "Agreement") is made effective as of August 31, 2005 (the "Effective Date"), by and among ASI Technology Corporation, a Nevada corporation located at 980 American Pacific Drive, Suite #111, Henderson, Nevada 89014 (the "Company" or the "Corporation"), and each investor who may become a party to this Agreement as contemplated in Section 1.3 below as of the Effective Date and from time to time subsequently as listed from time to time on Exhibit A attached hereto, each of whom is hereinafter referred to as an "Investor."
NOTE SERIES 2005-A___Subordinated Promissory Note • August 31st, 2005 • Asi Technology Corp • Electronic components, nec
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND IS A "RESTRICTED SECURITY" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THIS NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
STOCK PURCHASE WARRANT FOR COMMON STOCK OF ASI TECHNOLOGY CORPORATIONStock Purchase Warrant • August 31st, 2005 • Asi Technology Corp • Electronic components, nec • Nevada
This certifies that, for value received, ______________ ("Holder") is entitled, subject to the terms and conditions set forth below, to purchase from ASI TECHNOLOGY CORPORATION, a Nevada corporation (the "Company"), the number and type of securities described below at an exercise price of $0.50 per share (the "Exercise Price"). The number, character and Exercise Price of the Warrant Shares are subject to adjustment as provided below and all references to "Warrant Shares" and "Exercise Price" herein shall be deemed to include any such adjustment or series of adjustments. This Warrant is issued pursuant to Section 1 of that certain Securities Purchase Agreement between the Company and certain "Investors" thereunder, dated as of August 31, 2005 (the "Purchase Agreement"), pursuant to which such Investors, including the Holder, purchased Common Stock shares of the Company (the "Common Stock") and certain 7% Subordinated Notes ( the "Notes"). The Holder is subject to certain restrictions, a
