Successor Laws. References in the Transaction Documents to laws, rules, regulations and forms shall also include successors to and functionally equivalent replacements of such laws, rules, regulations and forms. [THIS SPACE INTENTIONALLY LEFT BLANK] SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) -------------------------------------------- Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us. AETHLON MEDICAL, INC. a Nevada corporation By: /s/ Xxxxx X. Xxxxx ------------------------------- Name: Xxxxx X. Xxxxx Title: CEO Dated: January __, 2008 ------------------------- ----------------- ------------------ ----------------- SUBSCRIBER PURCHASE PRICE PRINCIPAL AMOUNT CLASS C (CASH) OF NOTE WARRANTS ------------------------- ----------------- ------------------ ----------------- _______________________ (Signature) By: ___________________ Name: _________________ Title: ________________ ------------------------- ----------------- ------------------ ----------------- LIST OF EXHIBITS AND SCHEDULES ------------------------------ Exhibit A Form of Note Exhibit B Form of Class C Warrant Schedule 5(a) Subsidiaries Schedule 5(d) Additional Issuances / Capitalization Schedule 5(w) Transfer Agent Schedule 12(a) Excepted Issuances EXHIBIT A --------- FORM OF NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. PRINCIPAL AMOUNT: $220,000.00 ISSUE DATE: JANUARY __, 2008 PURCHASE PRICE: $200,000.00 PROMISSORY NOTE --------------- FOR VALUE RECEIVED, AETHLON MEDICAL, INC., a Nevada corporation (hereinafter called "Borrower"), hereby promises to pay to , (the "Holder") or its registered assigns or successors in interest or order, without demand, the sum of Two Hundred and Twenty Thousand Dollars ($220,000.00) ("Principal Amount"), with interest compounded monthly at the annual rate of nine percent (9%) on October __, 2008 (the "Maturity Date"), if not sooner paid. This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder dated of even date herewith (the "Subscription Agreement"), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
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Successor Laws. References in the Transaction Documents to laws, rules, regulations and forms shall also include successors to and functionally equivalent replacements of such laws, rules, regulations and forms. [THIS SPACE INTENTIONALLY LEFT BLANKSignature Pages, Schedules and Exhibits Follow] LIST OF EXHIBITS AND SCHEDULES Schedule A Schedule of Subscribers Exhibit A Form of 2% Secured Convertible Note Exhibit B Form of Common Stock Purchase Warrant Exhibit C Form of Subsidiary Guaranty Exhibit D Form of Pledge and Security Agreement Company Disclosure Schedules Schedule 5(d) Outstanding Shares, Other Issuances, Derivatives Schedule 5(o) Undisclosed Liabilities Schedule 9(l)(i) Permitted Liens SUBSCRIBER SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (Afor Corporation, Partnership, Trust or Other Entities) -------------------------------------------- Please acknowledge your acceptance This Securities Purchase Agreement of Plures Technologies, Inc. is hereby executed and entered into by the foregoing Subscription Agreement by signing and returning a copy below Subscriber. Subscriber hereby further consents to the undersigned whereupon it shall become a binding agreement between usappointment of Collateral Agent as provided in the within Securities Purchase Agreement and related Transaction Documents. AETHLON MEDICAL, INCPrincipal Amount of Notes No. a Nevada corporation Byof Warrants: /s/ Xxxxx X. Xxxxx ------------------------------- Name: Xxxxx X. Xxxxx Title: CEO Dated: January Purchase Price __, 2008 ------------------------- ----------------- ------------------ ----------------- SUBSCRIBER PURCHASE PRICE PRINCIPAL AMOUNT CLASS C (CASH) OF NOTE WARRANTS ------------------------- ----------------- ------------------ ----------------- _________________________________ Name of Entity ___________________________________ Type of Entity (Signaturei.e., corporation, partnership, etc.) By: ___________________________________ Tax Identification or Social Security Number ___________________________________ State of Formation of Entity ____________________________________ Name of Signatory Typed or Printed By __________________________________ Name: Title: . Address to Which Correspondence Should Be Directed (if different from above) All Original Securities to: SUBSCRIBER SIGNATURE PAGE (For Individual Subscribers) This Securities Purchase Agreement of Plures Technologies, Inc. is hereby executed and entered into by the below Subscriber. Subscriber hereby further consents to the appointment of Collateral Agent as provided in the within Securities Purchase Agreement and related Transaction Documents. Principal Amount of Notes No. of Warrants: Purchase Price _______________________________ Title: Signature (Individual) _______________________________ ------------------------- ----------------- ------------------ ----------------- LIST Name (Print) _______________________________ Street address _______________________________ City, State and Zip Code ________________________________ Tax Identification or Social Security Number (______)____________________________ Telephone Number (______)____________________________ Facsimile Number Address to Which Correspondence Should Be Directed (if different from above) ____________________________________ c/o Name ____________________________________ Street Address ____________________________________ City, State and Zip Code (______)____________________________ Telephone Number (______)____________________________ Facsimile Number ACCEPTANCE PAGE TO CONVERTIBLE SECURITIES PURCHASE AGREEMENT OF EXHIBITS AND SCHEDULES ------------------------------ Exhibit A Form PLURES TECHNOLOGIES, INC. The foregoing subscriptions for 2% Secured Convertible Promissory Notes for a principal amount and at a purchase price of Note Exhibit B Form of Class C Warrant Schedule 5(a) Subsidiaries Schedule 5(d) Additional Issuances / Capitalization Schedule 5(w) Transfer Agent Schedule 12(a) Excepted Issuances EXHIBIT A --------- FORM OF NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED _________ (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDERthe “Purchase Price”), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. PRINCIPAL AMOUNT: $220,000.00 ISSUE DATE: JANUARY along with Warrants to purchase ______ shares of Common Stock, 2008 PURCHASE PRICE: $200,000.00 PROMISSORY NOTE --------------- FOR VALUE RECEIVEDin accordance with the foregoing Securities Purchase Agreement, AETHLON MEDICALto such Subscribers and in such amounts as set forth on Schedule A annexed hereto, is AGREED AND ACCEPTED. PLURES TECHNOLOGIES, INC., a Nevada corporation (hereinafter called "Borrower"), hereby promises . By: /s/ Name: Title: Accepted and Agreed to pay to , (the "Holder") or its registered assigns or successors in interest or order, without demand, the sum by Collateral Agent- RXXX Capital Group Inc. By: /s/ Name: Rxxxxxx Xxxxxxxxx Title: President Schedule A Schedule of Two Hundred Subscribers Name Loan Amount [TO BE COMPLETED] Schedules and Twenty Thousand Dollars ($220,000.00) ("Principal Amount"), with interest compounded monthly at the annual rate of nine percent (9%) on October __, 2008 (the "Maturity Date"), if not sooner paid. This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder dated of even date herewith (the "Subscription Agreement"), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:Exhibits
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Samples: Amended Securities Purchase Agreement (Plures Technologies, Inc./De)
Successor Laws. References in the Transaction Documents to laws, rules, regulations and forms shall also include successors to and functionally equivalent replacements of such laws, rules, regulations and forms. [THIS SPACE INTENTIONALLY LEFT BLANK] A successor rule to Rule 144(b)(1)(i) shall include any rule that would be available to a non-Affiliate of the Company for the sale of Common Stock not subject to volume restrictions and after a six month holding period. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) -------------------------------------------- ---------------------------------------- Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us. AETHLON MEDICAL, INC. AIRTIMEDSL a Nevada corporation By: /s/ Xxxxx X. Xxxxx ------------------------------- Name: Xxxxx X. Xxxxx Title: CEO Dated: January :__, 2008 ------------------------- ----------------- ------------------ ----------------- SUBSCRIBER PURCHASE PRICE PRINCIPAL AMOUNT CLASS C (CASH) OF NOTE WARRANTS ------------------------- ----------------- ------------------ ----------------- _______________________________ Name: Title: Dated: March ___, 2008 SUBSCRIBER PURCHASE PRICE NOTE PRINCIPAL ------------------------------------ ----------------- -------------- WHALEHAVEN CAPITAL FUND LIMITED $400,000 $480,000 000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx, X.X. 00000 Fax: (Signature000) By: 000-0000 ___________________________________________ NameBy: _________________ Title: ________________ ------------------------- ----------------- ------------------ ----------------- LIST OF EXHIBITS AND SCHEDULES ------------------------------ Exhibit A Form of Note Exhibit B Form of Class A Warrant Exhibit C Form of Class B Warrant Exhibit D Form of Legal Opinion Exhibit E Escrow Agreement Exhibit F Form of Lockup Agreement Schedule 5(a) Subsidiaries Schedule 5(d) Additional Issuances / Capitalization Schedule 5(n) Undisclosed Liabilities Schedule 5(p) Financial Institutions Schedule 5(w) Transfer Agent Schedule 12(a9(e) Excepted Issuances Use of Proceeds Schedule 9(l) Intellectual Property Schedule 9(w) Lockup Agreement Providers EXHIBIT A --------- FORM OF NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933F LOCKUP AGREEMENT This AGREEMENT (the "Agreement") is made as of the ____ day of March, AS AMENDED2009, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED by ____________ (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER"Holder"), IN A GENERALLY ACCEPTABLE FORMmaintaining an address at c/o Airtime DSL, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING0000 X. Xxxxx Valley Pkwy, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. PRINCIPAL AMOUNTSuite 321, Henderson, NV 89014, facsimile: $220,000.00 ISSUE DATE: JANUARY ____ ________, 2008 PURCHASE PRICE: $200,000.00 PROMISSORY NOTE --------------- FOR VALUE RECEIVED, AETHLON MEDICAL, INC.in connection with his ownership of shares of Airtime DSL, a Nevada corporation (hereinafter called the "BorrowerCompany"), hereby promises to pay to , (the "Holder") or its registered assigns or successors in interest or order, without demand, the sum of Two Hundred and Twenty Thousand Dollars ($220,000.00) ("Principal Amount"), with interest compounded monthly at the annual rate of nine percent (9%) on October __, 2008 (the "Maturity Date"), if not sooner paid. This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder dated of even date herewith (the "Subscription Agreement"), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:.
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Samples: Subscription Agreement (AirtimeDSL)
Successor Laws. References in the Transaction Documents to -------------- laws, rules, regulations and forms shall also include successors to and functionally equivalent replacements of such laws, rules, regulations and forms. [THIS SPACE INTENTIONALLY LEFT BLANK] A successor rule to 144(b)(1)(i) shall include any rule that would be available to a non-Affiliate of the Company for the sale of Common Stock not subject to volume restrictions and after a six month holding period. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) -------------------------------------------- Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us. AETHLON MEDICAL, INC. BIGSTRING CORPORATION a Nevada Delaware corporation By: /s/ Xxxxx X. Xxxxx ------------------------------- Darin M. Myman -------------------------------------------- Name: Xxxxx X. Xxxxx Darin M. Myman Title: CEO President anx Xxxxx Xxxxxxive Officer Dated: January February 29, 2008 -------------------------------------------------------------------------------- SUBSCRIBER PURCHASE PRICE AND NOTE PRINCIPAL -------------------------------------------------------------------------------- ALPHA CAPITAL ANSTALT $250,000.00 Pradafant 7 9490 Furstentums Vaduz, Lichtenstein Fax: 011-42-32323190 /x/ Xxxxxx Xxxxxxxn ---------------------------------- (Xxxnature) By: Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- WARRANT SHARES 833,333 --------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) -------------------------------------------- Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us. BIGSTRING CORPORATION a Delaware corporation By: /s/ Darin M. Myman -------------------------------------------- Name: Darin M. Myman Title: President xxx Xxxxx Xxxxutive Officer Dated: February 29, 2008 -------------------------------------------------------------------------------- SUBSCRIBER PURCHASE PRICE AND NOTE PRINCIPAL -------------------------------------------------------------------------------- WHALEHAVEN CAPITAL FUND LIMITED $250,000.00 c/o FWS Capital Ltd. 3rd Floor, 14 Par-Laville Road Hamilton, Bermuda HM08 Fax: (441) 295-0000 /x/ Xxxxx Xxxxxxxx --------------------------------- (Xxxxxture) By: Brxxx Xxxxxxxx, CFO -------------------------------------------------------------------------------- WARRANT SHARES 833,333 --------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) -------------------------------------------- Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us. BIGSTRING CORPORATION a Delaware corporation By: /s/ Darin M. Myman -------------------------------------------- Name: Darin M. Myman Title: President xxx Xxxxx Xxxxutive Officer Dated: February 29, 2008 -------------------------------------------------------------------------------- SUBSCRIBER PURCHASE PRICE AND NOTE PRINCIPAL -------------------------------------------------------------------------------- EXCALIBUR SMALL CAP OPPORTUNITIES LP $200,000.00 33 Prince Arthur Avenue Toronto, Ontario, Canada M5R 1B2 /s/ Xxxxxx Xxxxx ---------------------------------------- (Signature) By: Xxxxxx Xxdan, EVP/Portfolio Manager -------------------------------------------------------------------------------- WARRANT SHARES 666,667 --------------------------------- LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of Note Exhibit B Form of Warrant Exhibit C Escrow Agreement Exhibit D Form of Legal Opinion Exhibit E Form of Lockup Agreement Schedule 5(a) Subsidiaries Schedule 5(d) Additional Issuances / Capitalization Schedule 5(f) Conflicts Schedule 5(q) Undisclosed Liabilities Schedule 5(v) Transfer Agent Schedule 8 Finder's Fee Schedule 9(s) Lockup Agreement Providers EXHIBIT B THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BIGSTRING CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase _______ shares of Common Stock of BigString Corporation (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. 2008-001 Issue Date: February 29, 2008 BIGSTRING CORPORATION, a corporation organized under the laws of the State of Delaware (the "Company"), hereby certifies that, for value received, _____________, 2008 ------------------------- ----------------- ------------------ ----------------- SUBSCRIBER PURCHASE PRICE PRINCIPAL AMOUNT CLASS C (CASH) OF NOTE WARRANTS ------------------------- ----------------- ------------------ ----------------- with an address of _______________________ , or its assigns (Signature) By: ____the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on the fifth anniversary of the Issue Date (the "Expiration Date"), up to _______________ Name: _________________ Title: ________________ ------------------------- ----------------- ------------------ ----------------- LIST OF EXHIBITS AND SCHEDULES ------------------------------ Exhibit A Form fully paid and nonassessable shares of Note Exhibit B Form Common Stock at a per share exercise price of Class C Warrant Schedule 5(a) Subsidiaries Schedule 5(d) Additional Issuances / Capitalization Schedule 5(w) Transfer Agent Schedule 12(a) Excepted Issuances EXHIBIT A --------- FORM OF NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933$0.15. The aforedescribed exercise price per share, AS AMENDEDas adjusted from time to time as herein provided, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. PRINCIPAL AMOUNT: $220,000.00 ISSUE DATE: JANUARY __, 2008 PURCHASE PRICE: $200,000.00 PROMISSORY NOTE --------------- FOR VALUE RECEIVED, AETHLON MEDICAL, INC., a Nevada corporation (hereinafter called "Borrower"), hereby promises is referred to pay to , (herein as the "Holder") or its registered assigns or successors in interest or order, without demand, the sum Exercise Price." The number and character of Two Hundred and Twenty Thousand Dollars ($220,000.00) ("Principal Amount"), with interest compounded monthly at the annual rate such shares of nine percent (9%) on October __, 2008 (the "Maturity Date"), if not sooner paid. This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower Common Stock and the Holder dated Exercise Price are subject to adjustment as provided herein. The Company may reduce the Exercise Price without the consent of even date herewith the Holder. The Company may reduce the Exercise Price without the consent of the Holder. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the "Subscription Agreement"), and shall be governed dated as of February 29, 2008, entered into by the terms Company and the initial Holder of such Subscription Agreementthis Warrant. Unless As used herein the following terms, unless the context otherwise separately defined hereinrequires, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Noterespective meanings:
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