REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2005 • Elinear Inc • Services-computer integrated systems design • 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.
ELINEAR, INC. SECURITIES PURCHASE AGREEMENT February 28, 2005Securities Purchase Agreement • March 3rd, 2005 • Elinear Inc • Services-computer integrated systems design • New York
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of February 28, 2005, by and between ELINEAR, INC., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd., a Cayman Islands company (the "Purchaser").
ContractCommon Stock Purchase Warrant • March 3rd, 2005 • Elinear Inc • Services-computer integrated systems design • 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 eLINEAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
RESTRICTED ACCOUNT AGREEMENTRestricted Account Agreement • March 3rd, 2005 • Elinear Inc • Services-computer integrated systems design • New York
This Restricted Account Agreement (this "Agreement") is entered into this 28th day of February 2005, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the "Bank"), ELINEAR, INC., a Delaware corporation with offices at 2901 West Sam Houston Pkwy North, Suite E-300, Houston Texas 77043 (together with its successors and assigns, the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, "Laurus"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.
ELINEAR, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • March 3rd, 2005 • Elinear Inc • Services-computer integrated systems design • New York
ContractElinear Inc • March 3rd, 2005 • Services-computer integrated systems design • 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 ELINEAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
