X0203 3 2009-08-24 0 0000712815 ASPYRA INC APY 0001363463 Chalmers James Shawn 705 S. 10TH STREET, SUITE 109 BLUE SPRINGS MO 64015 0 0 1 0 Common Stock, no par value 3500 I By controlled corporation Common Stock, no par value 388200 I By controlled limited liability company Common Stock, no par value 30000 I By children of Reporting Person Common Stock, no par value 1867960 I By trust of which Reporting Person is sole trustee and beneficiary Convertible Note 0.55 2008-03-26 2010-03-26 Common Stock, no par value I By trust of which the Reporting Person is the sole trustee and sole beneficiary Convertible Note 0.31 2009-02-12 2010-03-26 Common Stock, no par value I By trust of which the Reporting person is sole trustee and sole beneficiary Warrants 0.31 2009-02-12 2012-02-12 Common Stock, no par value I By trust of which the Reporting Person is sole trustee and sole beneficiary On March 26, 2008 the Chalmers Trust purchased for $750,000 a secured convertible note of Aspyra, Inc. (the "Company") in the principal amount of $750,000. The note is convertible into Common Stock of the Company at a conversion rate of one share for each $.55 in principal and/or interest converted. The note contains certain limitations on conversion which provide that the number of shares of Common Stock that may be acquired by the holder of the note upon conversion of the note shall not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise or conversion). On February 12, 2009 the Chalmers Trust purchased for $175,000 in cash (a) a secured convertible note of the Company in the principal amount of $175,000 and (b) three year warrants to purchase an aggregate of 1,010,484 shares of Common Stock at an exercise price of $.31 per share. The note is convertible into Common Stock at a conversion rate of one share for each $.31 in principal and/or interest converted. The note and warrants contain certain limitations on conversion and exercise which provide that the number of shares of Common Stock that may be acquired by the holder shall not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise or conversion). Shawn Chalmers 2009-11-23