SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 19th, 2004 • Knobias, Inc. • Investment advice • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 15, 2004 among Knobias, 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”).
SECURITY AGREEMENTSecurity Agreement • November 19th, 2004 • Knobias, Inc. • Investment advice • New York
SECURITY AGREEMENT, dated as of November , 2004 (this “Agreement”), among Knobias, Inc., a Delaware corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s 8% Secured Convertible Notes due November 1, 2006 in the original aggregate principal amount of $1,000,000 (the “Debentures”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 19th, 2004 • Knobias, Inc. • Investment advice • New York
SUBSIDIARY GUARANTEE, dated as of November 1, 2004, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Knobias, Inc., a Delaware corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2004 • Knobias, Inc. • Investment advice • New Jersey
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 15, 2004 by and between KNOBIAS, INC., a Delaware corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).
STANDBY EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 19th, 2004 • Knobias, Inc. • Investment advice • New Jersey
THIS AGREEMENT dated as of the 15th day of November 2004 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and KNOBIAS, INC., a corporation organized and existing under the laws of the State of Delaware and formerly known as Consolidated Travel Systems, Inc. (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2004 • Knobias, Inc. • Investment advice
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 1, 2004, among Knobias, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
KNOBIAS HOLDINGS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • November 19th, 2004 • Knobias, Inc. • Investment advice • New Jersey
The undersigned, Knobias, Inc., a Delaware corporation (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) and Cornell Capital Partners, LP, a Delaware Limited Partnership (the “Investor”), as follows:
8% SECURED CONVERTIBLE NOTE DUE NOVEMBER 1, 2006Knobias, Inc. • November 19th, 2004 • Investment advice • New York
THIS NOTE is one of a series of duly authorized and issued 8% Secured Convertible Notes of Knobias, Inc., a Delaware corporation, having a principal place of business at (the “Company”), designated as its 8% Secured Convertible Note, due November 1, 2006 (the “Note(s)”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of Knobias, Inc.Common Stock Purchase Warrant • November 19th, 2004 • Knobias, Inc. • Investment advice
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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Knobias, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, $0.01 par value, of the Company (the “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 2(b).
STOCK PURCHASE WARRANT To Subscribe for and Purchase Common Stock of KNOBIAS, INC. A Delaware CorporationStock Purchase Warrant • November 19th, 2004 • Knobias, Inc. • Investment advice • Delaware
THIS CERTIFIES that, for value received, Bridges and Pipes L.P., or its registered assigns (hereinafter called the “Warrantholder”), is entitled, subject to the terms of Section 1 hereof, to subscribe for and purchase from KNOBIAS, INC., a Delaware corporation (hereinafter called the “Company”), at the price of $.60 per share (such exercise price, as from time to time to be adjusted as hereinafter provided, being hereinafter called the “Warrant Price”), at any time during the Exercise Period, up to 25,000 shares of fully paid, nonassessable shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (“Common Stock”), subject, however, to the provisions and upon the terms and conditions hereinafter set forth, including, without limitation, the provisions of Section 1, Section 3 and Section 4 hereof.
ESCROW AGREEMENTEscrow Agreement • November 19th, 2004 • Knobias, Inc. • Investment advice • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of November 15, 2004 by KNOBIAS, INC., a Delaware corporation (the “Company”); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”); and DAVID GONZALEZ, ESQ. (the “Escrow Agent”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 19th, 2004 • Knobias, Inc. • Investment advice
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is entered into effective as of the 25th day of October, 2004, by and among KNOBIAS HOLDINGS, INC., a Delaware corporation (the “Company”), CONSOLIDATED TRAVEL SYSTEMS, INC., a Delaware corporation (“COVSA”) and KHI ACQUISITION, INC., a newly formed Delaware corporation (“Merger Sub”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2004 • Knobias, Inc. • Investment advice • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into on or as of November 15, 2004, by and among Knobias, Inc., a Delaware corporation (the “Company”) and those certain persons listed on the signature pages attached hereto as Exhibit A and made a part hereof by this reference (individually, an “Investor” and, collectively, the “Investors”).
