July 8, 2009
NAME
ADDRESS
ADDRESS
Re:
Special Warrant Offer as a holder of
warrants.
Attention:
NAME
On June 17,
2009, Aspyra, Inc., a California corporation (the “
Company ”), offered a Special Reduced Exercise Price
(as defined below) to investors (collectively, the “
Holders ”) that held outstanding warrants to purchase
shares of common stock of the Company (collectively, the “
Outstanding Warrants ”) to encourage such Holders to
exercise their Outstanding Warrants (the “ Special Warrant
Offer ”). The benefit to Holders was a
reduction in the exercise price of all Outstanding Warrants to
$0.15 per share (the “ Special Reduced Exercise Price
”).
The Special
Warrant Offer occurred from June 17, 2009 through the close of
business on June 26, 2009. The undersigned Holder
elected to effect a valid exercise under the Special Warrant Offer,
and in accordance with such exercise, the Company received payment
in full from the undersigned Holder of the applicable total
aggregate Special Exercise Price (the “ Funds Received
”).
This is to
confirm that, notwithstanding anything to the contrary in the
Special Warrant Offer, the Funds Received by the Company from the
undersigned Holder shall be deemed a loan by the undersigned Holder
to the Company (the “ Loan ”), until such time
as the Special Warrant Offer, and the issuance of shares of the
Company’s common stock in accordance therewith, is approved
by the Company’s shareholders, and such approval has become
effective in accordance with applicable law, including, without
limitation, Section 14 of the Securities Exchange Act of 1934, as
amended (the “ Shareholder Approval
”).
Without
limiting the generality of the foregoing, the undersigned Holder
acknowledges and agrees that the Loan may be used for the
Company’s working capital or any other purpose in the
Company’s sole discretion.
The Company
agrees to obtain the Shareholder Approval by October 31, 2009 (the
“ Approval Date ”). The Loan shall bear interest
at the rate of 12%. If the Shareholder Approval is not received by
the Approval Date, the Loan and all interest thereon shall be due
and payable on the Approval Date. The Loan may not be repaid prior
to the Approval Date without the written consent of the undersigned
Holder. Upon Shareholder Approval, provided the Shareholder
Approval is obtained by the Approval Date, the Funds Received shall
be deemed an exercise of the Holder’s Outstanding Warrant in
accordance with the Special Warrant Offer, the Company shall issue
to the undersigned Holder shares of the Company’s common
stock in accordance with the Special Warrant Offer (the “
Warrant Exercise ”), and no interest or other payments
shall be due on the Loan. The undersigned Holder agrees that,
notwithstanding anything to the contrary in the Special Warrant
Offer or the Holder’s Outstanding Warrant, the failure by the
Company to issue shares of the Company’s common stock to the
undersigned Holder prior to the Warrant Exercise shall not be
deemed a breach by the Company of any right of the Holder under the
Holder’s Outstanding Warrant, and the undersigned Holder
hereby waives any damages in connection with the failure by the
Company to issue shares of the Company’s common stock to the
undersigned Holder prior to the Warrant Exercise. The undersigned
Holder further agrees that, notwithstanding anything to the
contrary in the Special Warrant Offer or the Holder’s
Outstanding Warrant, if the Company fails to obtain the Shareholder
Approval by the Approval Date, the failure by the Company to
issue
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