REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2006 • iBroadband, Inc. • Services-business services, nec • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company (as amended, modified or supplemented from time to time, the “Purchase Agreement”), and pursuant to the Warrants referred to therein.
ContractiBroadband, Inc. • November 13th, 2006 • Services-business services, nec • 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 IBROADBAND, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and IBROADBAND, INC. Dated: November 7, 2006Securities Purchase Agreement • November 13th, 2006 • iBroadband, Inc. • Services-business services, nec • New York
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 IslandsiBroadband, Inc. • November 13th, 2006 • Services-business services, nec
Reference is made to (i) that certain Securities Purchase Agreement, dated as of August __, 2006 (as amended, modified or supplemented from time to time, the “Purchase Agreement”), by and between iBroadband, Inc. corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”) and (ii) that certain Restricted Account Agreement, dated as of August __, 2006 (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), by and among the Company, Laurus and North Fork Bank (the “Bank”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable. Pursuant to [Section 3.2] of the Purchase Agreement, the Company is required to place $2,500,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account for as long as the Purchaser shall have
