13% SECURED CONVERTIBLE DEBENTURE DUE NOVEMBER 24, 2007Convertible Security Agreement • November 30th, 2006 • Analytical Surveys Inc • Services-business services, nec • New York
THIS 13% SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 13% Secured Convertible Debentures of Analytical Surveys, Inc., a Colorado corporation, having its principal place of business at 8610 N. New Braunsfels, Suite 205, San Antonio, Texas 78217 (the "Company"), designated as its 13% Secured Convertible Debenture due November 24, 2007 (this debenture, the "Debenture" and, collectively with the other such series of debentures, the "Debentures").
SECURITY AGREEMENTSecurity Agreement • November 30th, 2006 • Analytical Surveys Inc • Services-business services, nec • New York
This SECURITY AGREEMENT, dated as of November 24, 2006 (this "Agreement"), is among Analytical Surveys, Inc., a Colorado corporation (the "Company"), all of the Subsidiaries of the Company (such subsidiaries, the "Guarantors" and together with the Company, the "Debtors") and the holders of the Company's 13% Secured Convertible Debentures due November 24, 2007 and issued on November 24, 2006 in the original aggregate principal amount of up to $1,650,000 (collectively, the "Debentures") signatory hereto, their endorsees, transferees and assigns (collectively, the "Secured Parties").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 30th, 2006 • Analytical Surveys Inc • Services-business services, nec • New York
This Securities Purchase Agreement (this "Agreement") is dated as of November 24, 2006 among Analytical Surveys, Inc., a Colorado corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2006 • Analytical Surveys Inc • Services-business services, nec
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the "Purchase Agreement").
COMMON STOCK PURCHASE WARRANT ANALYTICAL SURVEYS, INC.Securities Agreement • November 30th, 2006 • Analytical Surveys Inc • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Monarch Capital Fund Ltd. (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 six month anniversary of the date hereof (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 Analytical Surveys, Inc., a Colorado corporation (the "Company"), up to 791,367 shares (the "Warrant Shares") of common stock, no par value per share, of the Company (the "Common Stock"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
