STOCK PURCHASE WARRANT To Purchase up to 21,875 Shares of Common Stock of Secured Diversified Investment, Ltd.Stock Purchase Warrant • April 28th, 2009 • Secured Diversified Investment LTD • Real estate • Nevada
THIS CERTIFIES that, for value received, Glen S. Davis (the “Holder”), shall have the right to purchase from Secured Diversified Investment, Ltd., a Nevada corporation (the “Company”), up to 21,875 fully paid and non-assessable shares of the Company’s Common Stock (the “Common Stock”) at an exercise price of $0.40 US per share (the “Exercise Price”), subject to further adjustment as set forth herein, at any time on or before April 15, 2014 (the “Termination Date”).
CONVERTIBLE PROMISSORY NOTE AND SECURITY AGREEMENTAnd Security Agreement • April 28th, 2009 • Secured Diversified Investment LTD • Real estate
For good and valuable consideration, Secured Diversified Investment, Ltd., a Nevada Corporation, and Galaxy Gaming, Inc., a Nevada corporation, (collectively, “Maker”), hereby jointly and severally makes and delivers this Promissory Note and Security Agreement (this “Note”) in favor of The Kleemann Family 2004 Revocable Trust, or its assigns (“Holder”), and hereby agree as follows:
ContractConversion and Registration Rights Agreement • April 28th, 2009 • Secured Diversified Investment LTD • Real estate • Nevada
THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.
