5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL 8, 2016Directview Holdings Inc • April 17th, 2015 • Communications services, nec • New York
THIS 5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 5% Original Issue Discount Senior Secured Convertible Promissory Note of DirectView Holdings, Inc., a Nevada corporation (the “Company” or the “Borrower”), having its principal place of business at 21218 Saint Andrews Blvd., Suite 323, Boca Raton, FL 33433, designated as its 5% Original Issue Discount Senior Secured Convertible Promissory Note due April 8, 2016 (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2015 • Directview Holdings Inc • Communications services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2015 between DirectView Holdings, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • April 17th, 2015 • Directview Holdings Inc • Communications services, nec • New York
This SECURITY AGREEMENT, dated as of April 8, 2015 (this “Agreement”), is among DirectView Holdings, Inc., a Delaware 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 5% Original Issue Discount Senior Secured Convertible Promissory Note due twelve (12) months following its issuance, in the original principal amount of $50,000.00 (the “Note”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 17th, 2015 • Directview Holdings Inc • Communications services, nec • New York
SUBSIDIARY GUARANTEE, dated as of April 8, 2015 (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 Purchaser signatory (together with their permitted assigns, the “Purchaser”) to that certain Securities Purchase Agreement, dated as of the date hereof, between DirectView Holdings, Inc., a Nevada corporation (the “Company”) and the Purchaser.
GUARANTY AND PLEDGE AGREEMENTGuaranty and Pledge Agreement • April 17th, 2015 • Directview Holdings Inc • Communications services, nec
GUARANTY AND PLEDGE AGREEMENT (this “Agreement”), dated as of April 8, 2015 among DirectView Holdings, Inc., a Nevada corporation (the “Company”), Roger Ralston (each of the foregoing a “Pledgor” and collectively, the “Pledgors”), and its endorsees, transferees and assigns (collectively, the “Pledgees”).
