EXHIBIT 10.1License Agreement • May 15th, 2001 • Apogee Technology Inc • Household audio & video equipment • Delaware
EXHIBIT 10.3 APOGEE TECHNOLOGY, INC. STOCK SUBSCRIPTION AGREEMENT Apogee Technology, Inc. 129 Morgan Avenue Norwood, MA 02760 Ladies and Gentlemen: Subject to the terms and conditions set forth below, the undersigned hereby offers to purchase from...Stock Subscription Agreement • April 7th, 2000 • Apogee Technology Inc • Household audio & video equipment • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2005 • Apogee Technology Inc • Semiconductors & related devices • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2004 • Apogee Technology Inc • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 24, 2004, among Apogee Technology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and APOGEE TECHNOLOGY, INC. Dated: August 9, 2005Securities Purchase Agreement • August 15th, 2005 • Apogee Technology Inc • Semiconductors & related devices • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 9, 2005, by and between APOGEE TECHNOLOGY, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
COMMON STOCK PURCHASE WARRANT APOGEE TECHNOLOGY, INC.Apogee Technology Inc • July 2nd, 2009 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apogee Technology Inc., a Delaware corporation (the “Company”), up to shares (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 1(b).
EXHIBIT 10.4 APOGEE TECHNOLOGY, INC. HAS OMITTED FROM THIS EXHIBIT 10.4 PORTIONS OF THE AGREEMENT FOR WHICH APOGEE TECHNOLOGY, INC. HAS REQUESTED CONFIDENTIAL TREATMENT FROM THE SECURITIES AND EXCHANGE COMMISSION. THE PORTIONS OF THE AGREEMENT FOR...Development and Licensing Agreement • August 4th, 2000 • Apogee Technology Inc • Household audio & video equipment
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2004 • Apogee Technology Inc • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 24, 2004, by and among Apogee Technology, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT APOGEE TECHNOLOGY, INC.Common Stock Purchase Warrant • August 16th, 2011 • Apogee Technology Inc • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apogee Technology Inc., a Delaware corporation (the “Company”), up to ____________shares (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 1(b).
COMMON STOCK PURCHASE WARRANT To Purchase ______________ Shares of Common Stock of APOGEE TECHNOLOGY, INC.Apogee Technology Inc • August 30th, 2004 • Semiconductors & related devices
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, ______________ (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 of issuance of this Warrant (the “Initial Exercise Date”) and on or prior to the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apogee Technology, Inc., a Delaware corporation (the “Company”), up to ______________ shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $5.70(1), subject to adjustment hereunder. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated August 24, 2004
ContractApogee Technology Inc • August 15th, 2005 • Semiconductors & related devices • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO APOGEE TECHNOLOGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractApogee Technology Inc • August 15th, 2005 • Semiconductors & related devices • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO APOGEE TECHNOLOGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
COMMON STOCK PURCHASE WARRANT APOGEE TECHNOLOGY, INC.Apogee Technology Inc • June 15th, 2009 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apogee Technology Inc., a Delaware corporation (the “Company”), up to shares (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 1(b).
COMMON STOCK PURCHASE WARRANT APOGEE TECHNOLOGY, INC.Apogee Technology Inc • September 10th, 2008 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apogee Technology Inc., a Delaware corporation (the “Company”), up to shares (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 1(b).
EMPLOYMENT AGREEMENTEmployment Agreement • August 16th, 2004 • Apogee Technology Inc • Semiconductors & related devices • Massachusetts
This Employment Agreement (this “Agreement”) is made and entered into as of the 7th day of June 2004, by and between Apogee Technology, Inc., a Delaware corporation with its principal office at 129 Morgan Drive, Norwood, Massachusetts 02062 (the “Company”), and Herbert M. Stein (the “Executive”).
COMMON STOCK PURCHASE WARRANT APOGEE TECHNOLOGY, INC.Apogee Technology Inc • March 20th, 2009 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apogee Technology Inc., a Delaware corporation (the “Company”), up to shares (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 1(b).
COMMON STOCK PURCHASE WARRANT APOGEE TECHNOLOGY, INC.Apogee Technology Inc • July 30th, 2008 • Semiconductors & related devices
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apogee Technology Inc., a Delaware corporation (the “Company”), up to shares (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 1(b).
TRANSFER, EMPLOYMENT AND ROYALTY AGREEMENTTransfer, Employment and Royalty Agreement • March 31st, 2006 • Apogee Technology Inc • Semiconductors & related devices • Massachusetts
This TRANSFER, EMPLOYMENT AND ROYALTY AGREEMENT (the “Agreement”) is made as of May 11, 2004 (the “Effective Date”) between Apogee Technology, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal office at 129 Morgan Drive Norwood, MA 02062 (“Apogee”), and Glenn Fricano, an individual residing at [* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ] (hereafter “Fricano”).
TERMINATION OF REGISTRATION RIGHTS AGREEMENTTermination of Registration Rights Agreement • December 7th, 2005 • Apogee Technology Inc • Semiconductors & related devices
Reference is hereby made to that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of August 9, 2005, by and between Apogee Technology, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”), and entered into in connection with that certain Securities Purchase Agreement, dated as of August 9, 2005, by and between the Company and the Purchaser. Any and all capitalized terms used and not otherwise defined herein shall have the meanings as set forth in the Registration Rights Agreement.
ASSET PURCHASE AGREEMENT by and among SigmaTel, Inc., a Delaware corporation; Apogee Technology, Inc., a Delaware corporation; those stockholders of Apogee Technology, Inc. set forth on Schedule A hereto; and , with respect to the provisions of...Asset Purchase Agreement • October 11th, 2005 • Apogee Technology Inc • Semiconductors & related devices • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 5, 2005, by and among SigmaTel, Inc., a Delaware corporation (“Purchaser”), Apogee Technology, Inc., a Delaware corporation (“Seller”), those stockholders of Seller set forth on Schedule A hereto who have executed and delivered counterpart signature pages to this Agreement (the “Principal Stockholders”), and, with respect to the provisions of Section 8.15 only, David B. Meyers.
Apogee Technology, Inc.Apogee Technology Inc • December 7th, 2005 • Semiconductors & related devices • New York
This letter agreement is in reference to (i) that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of August 9, 2005, by and between Apogee Technology, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Laurus Master Fund, Ltd. (the “Holder”), (ii) that certain Common Stock Purchase Warrant No. (the “Warrant”) issued in connection with the Purchase Agreement, of even date therewith, by and between the Company and the Holder, and (iii) that certain Registration Rights Agreement issued in connection with the Purchase Agreement, of even date therewith, by and between the Company and the Holder (the “Registration Rights Agreement,” and together with the Purchase Agreement and the Warrant, the “Transaction Documents”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 11th, 2005 • Apogee Technology Inc • Semiconductors & related devices • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of October 5, 2005, by and among SigmaTel, Inc., a Delaware corporation (“Purchaser”), Apogee Technology, Inc., a Delaware corporation (“Seller”), and Herb M. Stein, H.M. Stein Associates and Sheryl B. Stein, each a stockholder of Seller (together, the “Principal Stockholders”).
DEVELOPMENT AGREEMENTDevelopment Agreement • May 14th, 2002 • Apogee Technology Inc • Household audio & video equipment • Delaware
This DEVELOPMENT AGREEMENT is made as of March 19, 2002 (the "Effective Date") between Apogee Technology, Inc., a corporation organized and existing under the laws of the State of Delaware, USA (hereafter "Apogee"), and STMicroelectronics, NV, a corporation organized and existing under the laws of The Netherlands, having its principal place of business at Strawinskylaan 1725, Tower B 17th floor, 1077 XX Amsterdam, The Netherlands, acting for the purpose of this Agreement through its Swiss branch, ICC Bloc A, 20 Route de Pré-Bois, 1215 Geneva 15, Switzerland (hereafter "ST").
COMMON STOCK PURCHASE WARRANT APOGEE TECHNOLOGY, INC.Common Stock Purchase Warrant • March 21st, 2008 • Apogee Technology Inc • Semiconductors & related devices
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apogee Technology Inc., a Delaware corporation (the “Company”), up to shares (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 1(b).
BOSTON PRIVATE BANK & TRUST COMPANY LOAN AGREEMENTCompany loan Agreement • March 31st, 2003 • Apogee Technology Inc • Household audio & video equipment • Massachusetts
THIS AGREEMENT made this 30 day of October, 2002, by and between Apogee Technology, Inc., a Delaware corporation with an address and principal place of business at 129 Morgan Drive, Norwood, Massachusetts 02062 (hereinafter called the "Borrower") and Boston Private Bank & Trust Company, a Massachusetts trust company with a principal place of business at Ten Post Office Square, Boston, Massachusetts 02109 (hereinafter called the "Bank").
CONFIDENTIAL TREATMENT Apogee Technology, Inc. has requested that the marked portions of this document be accorded confidential treatment pursuant to Rule24b-2 under the Securities Exchange Act of 1934. TRANSFER, EMPLOYMENT AND ROYALTY AGREEMENTConfidential Treatment • August 16th, 2004 • Apogee Technology Inc • Semiconductors & related devices • Massachusetts
This TRANSFER, EMPLOYMENT AND ROYALTY AGREEMENT (the “Agreement”) is made as of April 30, 2004 (the “Effective Date”) between Apogee Technology, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal office at 129 Morgan Drive Norwood, MA 02062 (“Apogee”), and Glenn Fricano, an individual residing at 95 Church Avenue, Islip, NY 11751 (hereafter “Fricano”).
AMENDMENT TO THE LICENSE AGREEMENTThe License Agreement • August 22nd, 2005 • Apogee Technology Inc • Semiconductors & related devices
This AMENDMENT TO THE LICENSE AGREEMENT (the “Amendment”) is made and entered into by and between STMicroelectronics N.V., a Dutch corporation (“ST”), and APOGEE Technology Inc., a Delaware corporation (“Apogee”).
COMMON STOCK PURCHASE WARRANT APOGEE TECHNOLOGY, INC.Apogee Technology Inc • August 29th, 2008 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apogee Technology Inc., a Delaware corporation (the “Company”), up to shares (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 1(b).
COMMON STOCK PURCHASE WARRANT APOGEE TECHNOLOGY, INC.Apogee Technology Inc • February 19th, 2009 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apogee Technology Inc., a Delaware corporation (the “Company”), up to shares (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 1(b).
ContractApogee Technology Inc • December 7th, 2005 • Semiconductors & related devices • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO APOGEE TECHNOLOGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
APOGEE TECHNOLOGY, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTSubsidiaries Master Security Agreement • August 15th, 2005 • Apogee Technology Inc • Semiconductors & related devices • New York
To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands
Amendment I To Development and Licensing Agreement, dated August 13, 1999 Between ALST Technical Excellence Center, Altec Lansing Technologies, Inc., And Apogee Technology, IncApogee Technology Inc • August 14th, 2001 • Household audio & video equipment
SETTLEMENT AGREEMENTSettlement Agreement • March 31st, 2006 • Apogee Technology Inc • Semiconductors & related devices • New York
This Settlement Agreement is entered into and effective as of the 31st day of December, 2005, by and among Apogee Technology, Inc., a Massachusetts corporation (“Apogee”) and National Hybrid, Inc., a New York corporation (“National”).
ESCROW AGREEMENTEscrow Agreement • October 11th, 2005 • Apogee Technology Inc • Semiconductors & related devices • Delaware
This ESCROW AGREEMENT (this “Agreement”), dated as of October 5, 2005 is made and entered into by and among SigmaTel, Inc., a Delaware corporation (“Purchaser”), Apogee Technology, Inc., a Delaware corporation (“Seller”), and Wells Fargo Bank, N.A., as escrow agent (the “Escrow Agent”). Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
GRANT OF SECURITY INTEREST IN PATENTS AND TRADEMARKSPatents and Trademarks • August 15th, 2005 • Apogee Technology Inc • Semiconductors & related devices
THIS GRANT OF SECURITY INTEREST (“Grant”), effected as of August 9, 2005, is executed by Apogee Technology, Inc., a Delaware corporation (the “Grantor”), in favor of Laurus Master Fund, Ltd. (the “Secured Party”).
