SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 29th, 2010 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 29, 2010, is by and among ICOP Digital, Inc., a Colorado corporation with offices located at 16801 W. 116th Street, Lenexa, Kansas 66219 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ICOP DIGITAL, INC. Common Stock and Warrants PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 29th, 2010 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • New York
ICOP Digital, Inc., a Colorado corporation (the “Company”), proposes to issue and sell to certain investors (collectively, the “Investors”) up to an aggregate of 3,500,000 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”) and Series 1 warrants (the “Series 1 Warrants”) to purchase up to 3,500,000 shares of Common Stock and Series 2 Warrants (the “Series 2 Warrants” and, together with the Series 1 Warrants, the “Warrants”) to purchase up to 1,232,580 shares of common stock, pursuant to a registration statement on Form S-3 (Registration No. 333-162556). The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares.” The Shares and Warrants are referred to herein as the “Securities.” The Company desires to engage Chardan Capital Markets, LLC as its placement agent (the “Placement Agent”) in connection with the issuance and sale of the Securities to the Investors.
