SECURITY AGREEMENTSecurity Agreement • May 31st, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • New York
SECURITY AGREEMENT, dated as of May , 2006 (this “Agreement”), among Telzuit Medical Technologies, Inc., a Florida corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s 10% Senior Secured Debenture due May , 2009 in the original aggregate principal amount of $ (the “Debenture”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 31st, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of May , 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Telzuit Medical Technologies, Inc., a Florida corporation (the “Company”) and the Purchasers.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 31st, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 26, 2006 among Telzuit Medical Technologies, Inc., a Florida 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 • May 31st, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May __, 2006, among Telzuit Medical Technologies, Inc., a Florida corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
10% SENIOR SECURED CONVERTIBLE DEBENTURE DUE MAY , 2009Convertible Security Agreement • May 31st, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • New York
THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Debentures of Telzuit Medical Technologies, Inc., a Florida corporation, having its principal place of business at 5422 Carrier Drive, Suite 306, Orlando, Florida 32819 (the “Company”), designated as its 10% Senior Secured Convertible Debenture, due May , 2009 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
SERIES C/D] COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of TELZUIT MEDICAL TECHNOLOGIES, INC.Security Agreement • May 31st, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec
THIS [SERIES C/D] COMMON STOCK 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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 1 anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Telzuit Medical Technologies, Inc., a Florida corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.001 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).
