8% SECURED CONVERTIBLE DEBENTURE DUE [EIGHTEEN MONTHS FROM DATE OF ISSUANCE]Technoconcepts, Inc. • February 27th, 2007 • Services-computer programming services • New York
THIS 8% SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Secured Convertible Debentures of TechnoConcepts, Inc, a Colorado corporation, having a its principal place of business at 6060 Sepulveda Blvd, Suite 202, Van Nuys, CA 91411 (the “Company”), designated as its 8% Secured Convertible Debentures, due [Eighteen Months from Date of Issuance] (this, “Debenture” and collectively with the other such series of debentures, the “Debentures”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
THIS SUBSIDIARY GUARANTEE, dated as of [__________ __, 2007 (this “Guarantee”), is 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 purchasers (the "Purchasers") of the 8% Secured Convertible Debentures of TechnoConcepts, Inc., a Colorado corporation (the “Company”).
TECHNOCONCEPTS, INC. PLACEMENT AGENT AGREEMENT Dated: __________, 2007Placement Agent Agreement • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
SECURITY AGREEMENTSecurity Agreement • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
SECURITY AGREEMENT, dated as of [___________ ___, 200__ (this “Agreement”), among TechnoConcepts, Inc., a Colorado corporation (the “Company”), and each of the subsidiaries of the Company signatory hereto (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s 8% Secured Debentures due [___________in the original aggregate principal amount of $[_____ (the “Debentures”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
This Subscription Agreement is made by and between TechnoConcepts, Inc., a Colorado corporation headquartered at 6060 Sepulveda Blvd, Suite 202, Van Nuys, CA 91411 (the “Company”) and the undersigned prospective investor (the “Investor”) who is subscribing hereby (the “Subscription”) for securities in the Company’s private placement (the “Offering”). The exclusive placement agent for the Offering is Westminster Securities Corporation (the “Placement Agent”). The Company is issuing investment units at the rate of $30,000 per unit, consisting of (a) $30,000 of 8% secured convertible debentures (the “Debentures”), each convertible into 20,000 shares (“Shares”) of the Company’s common stock, no par value (“Common Stock”) at the rate of $1.50 per Share, (b) 10,000 detachable warrants to purchase one share each of Common Stock at an exercise price of $1.90 per share, expiring five years from their date of issuance and (c) 10,000 detachable warrants to purchase one share each of Common Stock
ADDENDUM TO SUBSCRIPTION AGREEMENT DATED _______, 2007Subscription Agreement • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services
This Addendum (the “Addendum”) relates to the TechoConcepts, Inc. (the “Company” or the “Corporation”) subscription agreement (the “Subscription Agreement”) for the offering of units (“Units”), with each $30,000 Unit consisting of: (i) $30,000 of 8% secured convertible debentures, convertible into shares of no par value common stock of the Company (“Common Stock”) at $1.50 per share, (ii) warrants to purchase 10,000 shares of Common Stock at a purchase price of $1.90 per share, and (iii) warrants to purchase 10,000 shares of Common Stock at a purchase price of $2.75 per share. This Addendum supplements certain information contained in the Subscription Agreement and the Offering Memorandum referenced therein and it exhibits. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Subscription Agreement.
