Teraglobal Communications Corp Sample Contracts

Teraglobal Communications Corp – PRESS RELEASE (October 16th, 2002)

SAN DIEGO—(BUSINESS WIRE)—October 15, 2002—TeraGlobal Communications Corp. (OTC BB: TGCM) announced today that it has filed a definitive Information Statement concerning its going private transaction with the SEC, and will begin mailing the Information Statement to shareholders. On May 15, 2002, the company announced its intent to effect a 1-for-1,000 reverse split as part of a going private transaction. Since that time, the company has been revising the disclosure in the Information Statement in connection with an SEC review of the transaction. In accordance with state law, the reverse split can take place twenty (20) days following the mailing of the Information Statement to shareholders. The reverse split is therefore expected to take place effective on November 6, 2002.

Teraglobal Communications Corp – AGREEMENT (May 15th, 2002)

AGREEMENT (this “Agreement”), dated as of May 14, 2002, between Wave Three Software, Inc., a Delaware corporation (“Wave3”), and TeraGlobal Communications, Corp., a Delaware corporation (“TeraGlobal”).

Teraglobal Communications Corp – THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,- HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION UNDER SUCH ACT. (January 24th, 2002)
Teraglobal Communications Corp – WAIVER TO AND AMENDMENT OF CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT (January 24th, 2002)

Waiver to and Amendment of Convertible Promissory Note and Warrant Purchase Agreement (this "Waiver and Amendment"), dated as of January 22, 2002, among TeraGlobal Communications Corp., a Delaware corporation (the "Company"), and the investors (collectively, the "Investors" and each individually an "Investor") identified in the Schedule of Investors attached hereto as Exhibit A ("Schedule of Investors").

Teraglobal Communications Corp – THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION UNDER SUCH ACT. (January 24th, 2002)
Teraglobal Communications Corp – CONVERTIBLE PROMISSORY NOTE (January 24th, 2002)

NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES, OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

Teraglobal Communications Corp – CONVERTIBLE PROMISSORY NOTE AND WARRANT (December 21st, 2001)

NAME AND ADDRESS PRINCIPAL AMOUNT OF NOTE ---------------- ------------------------ WallerSutton 2000, L.P. 500 W. Putnam Ave., 3rd Floor Greenwich, CT 0683 Spencer Trask Investment Partners, LLC 535 Madison Avenue New York, NY 10022 Lincoln Associates, LLC 535 Madison Avenue New York, NY 10022

Teraglobal Communications Corp – THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE (December 21st, 2001)
Teraglobal Communications Corp – FORM WARRANT (December 21st, 2001)
Teraglobal Communications Corp – CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT (December 6th, 2001)

For purposes of this Section, the fair market value of one New Equity Share shall be the fair market value of such share (or the underlying shares of Common Stock into which it is convertible) as determined in good faith by the Board.

Teraglobal Communications Corp – REGISTRATION RIGHTS AGREEMENT between TERAGLOBAL COMMUNICATIONS CORP., and WALLERSUTTON 2000, L.P. and The Parties Set Forth On Exhibit A Hereto Dated as of June 28, 2001 (August 14th, 2001)
Teraglobal Communications Corp – EXHIBIT A FORM OF WARRANT (August 14th, 2001)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION UNDER SUCH ACT.

Teraglobal Communications Corp – TERAGLOBAL COMMUNICATIONS, CORP. CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the Delaware General Corporation Law (August 14th, 2001)

TeraGlobal Communications Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that, pursuant to the authority conferred on the Board of Directors of the Corporation by the Certificate of Incorporation of the Corporation and in accordance with Section 151 of the Delaware General Corporation Law, the Board of Directors of the Corporation adopted the following resolution establishing a series of 13 million shares of preferred stock of the Corporation designated as “Series A Convertible Preferred Stock”:

Teraglobal Communications Corp – SERIES A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT between TERAGLOBAL COMMUNICATIONS CORP. and WALLERSUTTON 2000, L.P. (August 14th, 2001)
Teraglobal Communications Corp – TERAGLOBAL COMUNICATIONS CORPORATION SHAREHOLDERS' AGREEMENT (August 14th, 2001)

THIS SHAREHOLDERS' AGREEMENT(this “Agreement”) is dated as of June 28, 2001, by and among TERAGLOBAL COMMUNICATIONS CORP., a Delaware corporation (the “Company”), WALLERSUTTON 2000, L.P., a Delaware limited partnership (“WallerSutton”), Robert E. Randall (“Randall”), James A. Mercer III, (“Mercer”), Grant Holcomb (“Holcomb”) and Paul Cox (“Cox”). (Randall, Mercer, Holcomb and Cox are sometimes referred to as  “Shareholder” and collectively, the “Shareholders”).

Teraglobal Communications Corp – NON-QUALIFIED STOCK OPTION AGREEMENT (May 14th, 2001)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made by and between TeraGlobal Communications Corp., a Delaware corporation ("TeraGlobal"), and Robert E. Randall ("Randall").

Teraglobal Communications Corp – EMPLOYMENT AGREEMENT (May 14th, 2001)

THIS EMPLOYMENT AGREEMENT ("Agreement") is effective as of January 29, 2001, by and between TeraGlobal Communications Corp., a Delaware corporation ("TeraGlobal") and Robert E. Randall ("Randall") with respect to the following facts.

Teraglobal Communications Corp – WARRANT TO PURCHASE COMMON STOCK (March 30th, 2001)
Teraglobal Communications Corp – WARRANT TO PURCHASE COMMON STOCK (March 30th, 2001)
Teraglobal Communications Corp – TERAGLOBAL REPORTS ON BUSINESS PLAN EXECUTION AND MANAGEMENT RESTRUCTURING. (December 22nd, 2000)
Teraglobal Communications Corp – DIRECT VALUE ADDED RESELLER U.S. SALES AGREEMENT (February 12th, 1999)
Teraglobal Communications Corp – RESEARCH AND DEVELOPMENT. EMPLOYER BELIEVES THAT THIS AGREEMENT STRIKES A FAIR (January 22nd, 1999)
Teraglobal Communications Corp – AGREEMENT (January 22nd, 1999)
Teraglobal Communications Corp – EMPLOYMENT AGREEMENT (November 25th, 1998)
Teraglobal Communications Corp – AGREEMENT OF MERGER (November 25th, 1998)
Teraglobal Communications Corp – PURCHASE AGREEMENT (November 25th, 1998)
Teraglobal Communications Corp – RESEARCH AND DEVELOPMENT. EMPLOYER BELIEVES THAT THIS AGREEMENT STRIKES A FAIR (November 25th, 1998)
Teraglobal Communications Corp – 1997 STOCK OPTION PLAN (November 25th, 1998)
Teraglobal Communications Corp – RESALE AND CONFIGURATION SERVICES AGREEMENT (November 25th, 1998)
Teraglobal Communications Corp – EMPLOYMENT AGREEMENT (November 25th, 1998)
Teraglobal Communications Corp – LICENSING AGREEMENT (November 25th, 1998)
Teraglobal Communications Corp – EMPLOYMENT AGREEMENT (November 25th, 1998)
Teraglobal Communications Corp – LICENSE AGREEMENT FOR COMPUTER (November 25th, 1998)
Teraglobal Communications Corp – ALLIANCE LEASING IN CONJUNCTION WITH JOINT VENTURE (November 25th, 1998)