SERIES I COMMON STOCK PURCHASE WARRANT ETELOS, INC.Etelos, Inc. • January 26th, 2010 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Don Morissette, LLC, a Delaware limited liability company (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 September 30, 2014 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Etelos, Inc., a Delaware corporation (the “Company”), up to 375,000 shares (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 • January 26th, 2010 • Etelos, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2010, between Etelos, 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”).
10% SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 30, 2011Etelos, Inc. • January 26th, 2010 • Services-prepackaged software • New York
THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Debentures of Etelos, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 26828 Maple Valley Highway-297, Maple Valley, WA 98038, designated as its 10% Senior Secured Convertible Debenture due September 30, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
AMENDMENT NO. 1 TO THE SECURITY AGREEMENTThe Security Agreement • January 26th, 2010 • Etelos, Inc. • Services-prepackaged software
THIS AMENDMENT NO. 1 TO THE SECURITY AGREEMENT (this “Amendment Agreement”), dated as of January 25, 2010, is entered into by and among Etelos, 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 September 2009 Debentures (as defined below) and the Morissette Debenture (as defined below) and identified on the signature pages hereto (the “Purchasers”).
