SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 30th, 2013 • Truli Media Group, Inc. • Special industry machinery, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2013, between Truli Media Group, Inc., an Oklahoma corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
8% CONVERTIBLE DEBENTURETruli Media Group, Inc. • July 30th, 2013 • Special industry machinery, nec • New York
THIS 8% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Convertible Debentures of Truli Media Group, Inc., an Oklahoma corporation, (the “Company”), having its principal place of business at 515 Chalette Drive, Beverly Hills, CA 90210, designated as its 8% Convertible Debenture (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT TRULI MEDIA GROUP, INC.Truli Media Group, Inc. • July 30th, 2013 • Special industry machinery, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Centaurian Fund LP 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 Truli Media Group, Inc., an Oklahoma corporation (the “Company”), up to 500,000 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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 30th, 2013 • Truli Media Group, Inc. • Special industry machinery, nec • New York
SUBSIDIARY GUARANTEE, dated as of July 26, 2013 (this “Guarantee”), 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 signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Truli Media Group, Inc., an Oklahoma corporation (the “Company”) and the Purchasers.
