Preview | Securities Purchase Agreement |

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (Agreement) is made and entered into as of February __, 2007, between Celsia Technologies, Inc., a Nevada corporation, (the Company), and the purchaser set forth on the signature page hereto (Purchaser). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the form of Secured Convertible Promissory Note attached hereto as Exhibit A.

WHEREAS, the Company desires to sell and issue Secured Convertible Promissory Notes in the aggregate principal amount of not less than Two Hundred Fifty Thousand Dollars ($250,000) and not more than One Million Dollars ($1,000,000) substantially in the form attached hereto as Exhibit A (individually, a Convertible Note, and collectively, the Convertible Notes), on the terms and conditions set forth herein;

WHEREAS, the Convertible Notes will be sold in multiple closings to purchasers (collectively with the Purchaser hereunder, the Purchasers) entering into Securities Purchase Agreements with the Company in substantially the form of this Agreement (collectively with this Agreement, the Purchase Agreements).

WHEREAS, the Convertible Notes will be convertible into securities of the Company issuable in connection with a Qualified Debenture Financing (as such term is defined in the Convertible Note).

NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF CONVERTIBLE NOTES

Section 1.1 Issuance of Convertible Notes. Upon the following terms and conditions, the Company shall issue and sell to the Purchaser under this Agreement, and the Purchaser shall purchase from the Company, a Convertible Note in the principal amount set forth on the signature page hereto.

Section 1.2 Purchase Price. The purchase price for the Convertible Note to be acquired by the Purchaser shall equal the principal amount of such Convertible Note, and is referred to herein as the Purchase Price. The total aggregate purchase price for all Convertible Notes sold to all Purchasers shall be not less than Two Hundred Fifty Thousand Dollars ($250,000) and not more than One Million Dollars ($1,000,000).

Section 1.3 The Closing.

(a) Timing. The purchase and sale of the Convertible Notes subject to this Agreement shall take place no later than February 20, 2007, or on such other date as the Purchaser and the Company may agree upon (the Closing Date).

(b) Form of Payment and Closing. At the Closing, the Company shall deliver the Convertible Note purchased hereunder to the Purchaser, registered in the name of the Purchaser, and Purchaser shall deliver the Purchase Price for the Convertible Note by wire transfer hereunder to an account designated in writing by the Company. In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement (collectively, the Closing Documents) at or prior to the Closing. Upon delivery and execution of the Closing Documents, the Convertible Notes will be fully owned and paid for by the Purchaser as of the Closing Date.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of the Company. The Company hereby makes the representations and warranties set forth below to the Purchaser as of the date hereof and the Closing Date.

(a) Corporate Status. The Company is a corporation duly organized, validly existing and in good standing under the laws of Nevada, and has all requisite corporate power and authority to own and lease its properties, to carry on its business as currently conducted, to execute and deliver this Agreement and to carry out the transactions contemplated by this Agreement. The Company is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business or ownership or leasing of is properties requires it to be so qualified, except where the failure to be so qualified would not have a material adverse effect on the business, assets, financial condition or results of operations of the Company or its subsidiaries taken as a whole (a Material Adverse Effect).

(b) Capital Stock. Other than certain grants and awards issued pursuant to the Companys stock incentive plan subsequent to September 30, 2006, the authorized, issued and outstanding capital stock of the Company prior to the consummation of the transactions contemplated hereby is as set forth in the filings of the Company pursuant to the Securities Exchange Act of 1934, as amended (the 1934 Act) and the Securities Act of 1933, as amended (the 1933 Act) filed no later than five (5) days prior to the Closing (the SEC filings).

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