COMMON STOCK PURCHASE WARRANTBeamz Interactive Inc • July 16th, 2014 • Household audio & video equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Beamz Interactive, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2014 • Beamz Interactive Inc • Household audio & video equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 15, 2014, between Beamz Interactive, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF BEAMZ INTERACTIVE, INC. Void after ______, 2017Beamz Interactive Inc • October 24th, 2014 • Household audio & video equipment • Delaware
THIS CERTIFIES THAT, for value received, ___________________, a _____________, or its registered successors or assigns (hereinafter, the “Holder”), is entitled to purchase, subject to the conditions set forth below, at any time or from time to time during the Exercise Period (as defined in subsection 1.1 below), _________________ (_____________) fully-paid and non-assessable shares (the “Shares”) of the common stock, par value $0.001 per share (the “Common Stock”), of Beamz Interactive, Inc., Inc., a Delaware corporation (the “Company”), at an exercise price of $0.02 per share, subject to adjustment as provided in Section 3 below (the “Exercise Price”).
LICENSE AGREEMENTLicense Agreement • November 19th, 2012 • Beamz Interactive Inc • Household audio & video equipment • Texas
This License Agreement (this "Agreement"), dated as of August 30, 2012 (the "Effective Date"), is entered into by and between Cypher Entertainment Group LLC, a New York limited liability corporation ("Licensee"), and Beamz Interactive, Inc., a Delaware corporation ("Beamz"). Licensee and Beamz are each sometimes referred to herein as a "Party" and collectively as the "Parties."
AMENDMENT NO. 1 TO AMENDED AND RESTATED 2013 CONVERTIBLE DEBT AND SECURITY AGREEMENTAnd Security Agreement • November 26th, 2014 • Beamz Interactive Inc • Household audio & video equipment
This Amendment No. 1 to the Amended and Restated 2013 Convertible Debt and Security Agreement (this “Amendment”), dated as of August 1, 2014, is entered into among the parties executing this Agreement as Investors on the signature pages hereto (which Investors own a majority of the outstanding principal amount of Notes) and Beamz Interactive, Inc., a Delaware corporation (the “Company”), and amends that certain 2013 Convertible Debt and Security Agreement dated as of February 21, 2014 (the “Agreement”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED 2013 CONVERTIBLE DEBT AND SECURITY AGREEMENTAnd Security Agreement • November 26th, 2014 • Beamz Interactive Inc • Household audio & video equipment
This Amendment No. 2 to the Amended and Restated 2013 Convertible Debt and Security Agreement (this “Amendment”), dated as of November 24, 2014, is entered into among the parties executing this Agreement as Investors on the signature pages hereto (which Investors own a majority of the outstanding principal amount of Notes) and Beamz Interactive, Inc., a Delaware corporation (the “Company”), and amends that certain Amended and Restated 2013 Convertible Debt and Security Agreement dated as of February 21, 2014, as amended (the “Agreement”).
AGREEMENT TO CONVERT BY THE HOLDERS OF SERIES C CONVERTIBLE PREFERRED STOCK OF BEAMZ INTERACTIVE, INC.Beamz Interactive Inc • April 19th, 2012
Reference is hereby made to the Third Amended and Restated Certificate of Incorporation (the “Certificate”) of Beamz Interactive, Inc., a Delaware corporation (the “Company”). Terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Certificate.
STOCK PURCHASE, LOAN AND SECURITY AGREEMENTStock Purchase, Loan and Security Agreement • April 19th, 2012 • Beamz Interactive Inc • Arizona
This Stock Purchase, Loan and Security Agreement (this “Agreement”) is made and entered into as of January 28, 2009, by and among the parties executing this Agreement as Investors on the signature pages hereto (each, an “Investor,” and collectively, the “Investors”), and Beamz Interactive, Inc., a Delaware corporation (the “the Company”). Investors and the Company are sometimes referred to herein collectively as the “Parties” and each individually as a “Party”.
BEAMZ INTERACTIVE, INC.2013 Convertible Debt and Security Agreement • May 15th, 2013 • Beamz Interactive Inc • Household audio & video equipment • Arizona
This Convertible Debt and Security Agreement (this “Agreement”), dated as of May 1, 2013, is by and among the parties executing this Agreement as Investors on the signature pages hereto (each, an “Investor,” and collectively, the “Investors”), and Beamz Interactive, Inc., a Delaware corporation (the “Company”). Investors and the Company are sometimes referred to herein collectively as the “Parties” and each individually as a “Party”.
beamz interactive, inc. Bridge LOAN AGREEMENTBridge Loan Agreement • April 19th, 2012 • Beamz Interactive Inc • Arizona
BEAMZ INTERACTIVE, INC. AMENDED AND RESTATED 2013 CONVERTIBLE DEBT AND SECURITY AGREEMENTConvertible Debt and Security Agreement • November 26th, 2014 • Beamz Interactive Inc • Household audio & video equipment • Arizona
This Amended and Restated 2013 Convertible Debt and Security Agreement (this “Agreement”), dated as of February 17, 2014, is by and among the parties executing this Agreement as Investors on the signature pages hereto and the Original Agreement (as defined below) and Beamz Interactive, Inc., a Delaware corporation (the “Company”). This Agreement amends and restates in its entirety that certain 2013 Convertible Debt and Security Agreement (the “Original Agreement”), dated as of May 1, 2013 and the First Amendment to the Original Agreement dated as of July 22, 2013, and further amends the Original Agreement and the First Amendment as provided below. In addition to others that execute this Agreement, this Agreement is being executed by holders of Notes (as defined below) holding at least a majority of the outstanding principal amount of Notes as of the date of this Agreement as required by Section 7.9 of the Original Agreement. Investors and the Company are sometimes referred to herein co
FIRST AMENDMENT TO THE STOCK PURCHASE, LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 19th, 2012 • Beamz Interactive Inc • Arizona
This First Amendment to the Stock Purchase, Loan and Security Agreement (the “First Amendment”) dated effective as of February 23, 2009, by and among the Investors and Beamz Interactive, Inc. (the “Company”), is executed by an authorized officer of the Company. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement.
ContractBeamz Interactive Inc • April 19th, 2012 • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
CONSULTING AGREEMENTConsulting Agreement • April 19th, 2012 • Beamz Interactive Inc • Texas
This Consulting Agreement (the “Agreement”) is made and entered into effective as of March 1, 2009 (the “Effective Date”), by and between Beamz Interactive, Inc., a Delaware corporation (the “Company”), and Evolution Marketing Inc., an Arizona corporation (“Consultant”).
JULY 2010 AMENDMENT TO THE STOCK PURCHASE, LOAN AND SECURITY AGREEMENTThe Stock Purchase, Loan and Security Agreement • April 19th, 2012 • Beamz Interactive Inc • Arizona
This July 2010 Amendment to the Stock Purchase, Loan and Security Agreement (the “Amendment”) dated effective as of July 6, 2010, is by and among a majority of Investors and Beamz Interactive, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement (as defined below).
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • October 11th, 2013 • Beamz Interactive Inc • Household audio & video equipment
This First Amendment to License Agreement (this “Agreement”), dated as of April 4, 2013 (the “Effective Date”), is entered into by and between Cypher Entertainment Group LLC, a New York limited liability corporation (“Licensee”), and Beamz Interactive, Inc., a Delaware corporation (“Beamz”), and amends that certain License Agreement dated as of August 30, 2012 by and between Licensee and Beamz (the “License Agreement”). Licensee and Beamz are each sometimes referred to herein as a “Party” and collectively as the “Parties.” All capitalized terms used, but not otherwise defined herein have the meanings set forth in the License Agreement.
AGREEMENT TO CONVERT BY THE HOLDERS OF SERIES B CONVERTIBLE PREFERRED STOCK OF BEAMZ INTERACTIVE, INC.Beamz Interactive Inc • April 19th, 2012
Reference is hereby made to the Third Amended and Restated Certificate of Incorporation (the “Certificate”) of Beamz Interactive, Inc., a Delaware corporation (the “Company”). Terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Certificate.
AGREEMENT TO CONVERT BY THE HOLDERS OF SERIES A CONVERTIBLE PREFERRED STOCK and series a-1 convertible preferred stock OF BEAMZ INTERACTIVE, INC.Beamz Interactive Inc • April 19th, 2012
Reference is hereby made to the Third Amended and Restated Certificate of Incorporation (the “Certificate”) of Beamz Interactive, Inc., a Delaware corporation (the “Company”). Terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Certificate.
INDEMNITY AGREEMENTIndemnity Agreement • June 12th, 2012 • Beamz Interactive Inc • Household audio & video equipment • Arizona
This Indemnity Agreement (this “Agreement”), made as of ______________, 2012, is by and between Beamz Interactive, Inc., a Delaware corporation (the “Company”), and the director and/or officer of the Company whose name is set forth on the signature page hereof (“Indemnitee”).
Bridge LOAN, Stock Purchase AND SECURITY AGREEMENTPurchase and Security Agreement • April 19th, 2012 • Beamz Interactive Inc • Arizona
LICENSE AGREEMENTLicense Agreement • July 5th, 2012 • Beamz Interactive Inc • Household audio & video equipment • Texas
This License Agreement (this “Agreement”), dated as of May 20, 2011 (the “Effective Date”), is entered into by and between Beamz Cypher Partnership, LLC, a Delaware limited liability company (“Licensee”), and Beamz Interactive, Inc., a Delaware corporation (“Beamz”). Licensee and Beamz are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO EXHIBIT B TO THE STOCK PURCHASE, LOAN AND SECURITY AGREEMENTSecurity Agreement • April 19th, 2012 • Beamz Interactive Inc
This Second Amendment to Exhibit B to the Stock Purchase, Loan and Security Agreement (the “Second Amendment”) dated effective as of May 1, 2009, by and among the Investors and Beamz Interactive, Inc. (the “Company”), is executed by an authorized officer of the Company. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement.
bridge notes CONVERSION AGREEMENTConversion Agreement • April 19th, 2012 • Beamz Interactive Inc • Delaware
This Bridge Notes Conversion Agreement (this “Agreement”) is made as of ______________, 2011 (the “Agreement Date”), by and between Beamz Interactive, Inc., a Delaware corporation (the “Company”), and ______________________ (“Investor”). The Company and Investor are sometimes each referred to herein as a “Party” and collectively, as the “Parties”.
BEAMZ INTERACTIVE, INC. AMENDED AND RESTATED 2013 CONVERTIBLE DEBT AND SECURITY AGREEMENTAgreement • October 24th, 2014 • Beamz Interactive Inc • Household audio & video equipment • Arizona
AMENDMENT TO THE STOCK PURCHASE, LOAN AND SECURITY AGREEMENTStock Purchase, Loan and Security Agreement • April 19th, 2012 • Beamz Interactive Inc • Arizona
This Amendment to the Stock Purchase, Loan and Security Agreement (the “Amendment”) dated effective as of May 15, 2009, by and among the Investors and Beamz Interactive, Inc. (the “Company”), is executed by the Company and the Investors. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement (hereinafter defined).
CONVERSION AGREEMENTConversion Agreement • April 19th, 2012 • Beamz Interactive Inc • Arizona
This Conversion Agreement (this “Agreement”) is made as of October 1, 2010 (the “Agreement Date”), by and between Beamz Interactive, Inc., a Delaware corporation (the “Company”), and ______________________ (“Investor”). The Company and Investor are sometimes each referred to herein as a “Party” and collectively, as the “Parties”. All terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Purchase Agreements.
