SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2006 • Airguide, Inc. • Refuse systems • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 21, 2005 between Amerex Companies, Inc., an Oklahoma corporation whose principal place of business is located at 406 South Boulder, Suite 820, Tulsa, OK (the “Company”), and each of the Purchaser(s) identified on the signature pages hereto (including its successors and assigns, the “Purchaser(s)”).
FORM OF WARRANTAirguide, Inc. • November 16th, 2006 • Refuse systems • Oklahoma
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.
AMENDED AND RESTATED 10% SENIOR SECURED CONVERTIBLE NOTE DUE NOVEMBER 21, 2007Airguide, Inc. • November 16th, 2006 • Refuse systems • New York
THIS NOTE amends and restates the original note issued on November 21, 2005. This Note is a duly authorized and issued Secured Convertible Notes of Amerex Companies, Inc., an Oklahoma corporation, having a principal place of business at 406 South Boulder, Suite 820, Tulsa, OK (the “Company”), designated as its 10% Senior Secured Convertible Notes, due November 21, 2007 (the “Note(s)”).
