SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2012 • Ceelox Inc. • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the __ day of February, 2012, by and among Ceelox, Inc., a Nevada corporation, with an address at P.O. Box 305, Gardner, Kansas 66030-0305 (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
SECURITY AGREEMENTSecurity Agreement • February 22nd, 2012 • Ceelox Inc. • Services-prepackaged software • New York
This SECURITY AGREEMENT, dated as of February __, 2012 (this “Agreement”), is among Ceelox, Inc., a Nevada corporation (the “Company”), and the holders of the Company’s 13% Secured Convertible Promissory Notes due February __, 2013 in the original aggregate principal amount of up to $500,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Ceelox Inc. • February 22nd, 2012 • Services-prepackaged software • New York
THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). BEGINNING NO LATER THAN 10 DAYS AFTER THE FUNDING DATE, A HOLDER MAY, UPON REQUEST, OBTAIN FROM THE COMPANY THE NOTE’S ISSUE PRICE, ISSUE DATE, AMOUNT OF OID AND YIELD TO MATURITY BY CONTACTING THE CHIEF EXECUTIVE OFFICER OF THE COMPANY, AT THE ADDRESS SET FORTH IN SECTION 5.2 HEREIN.
ContractCeelox Inc. • February 22nd, 2012 • Services-prepackaged software • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR CEELOX, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
