EXHIBIT 10.21 MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 23, 2004, by and between eLinear, Inc., a Delaware corporation (the "Company"), and Laurus...Registration Rights Agreement • February 26th, 2004 • Elinear Inc • Services-computer integrated systems design • New York
EXHIBIT 10.13 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2004 • Elinear Inc • Services-computer integrated systems design • New York
EXHIBIT 10.27 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...Warrant Agreement • December 10th, 2004 • Elinear Inc • Services-computer integrated systems design • New York
EXHIBIT 10.26 SERVICE AGREEMENT THIS SERVICE AGREEMENT (the "Agreement") is effective as of November 3, 2004, by and between TanSeco Systems, Inc. ("TanSeco"), a Delaware corporation and a wholly-owned subsidiary of eLinear, Inc. ("eLinear"), a...Service Agreement • November 5th, 2004 • Elinear Inc • Services-computer integrated systems design • Texas
This Registration Rights Agreement (this "Agreement") is made and --------- entered into as of January 30, 2004, by and among eLinear, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each such ------- purchaser, a...Registration Rights Agreement • February 13th, 2004 • Elinear Inc • Services-computer integrated systems design
EXHIBIT 10.18 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...Warrant Agreement • February 26th, 2004 • Elinear Inc • Services-computer integrated systems design • New York
AMENDMENT TO SECURITY AGREEMENT AND ANCILLARY AGREEMENTSSecurity Agreement • November 5th, 2004 • Elinear Inc • Services-computer integrated systems design • New York
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...Securities Agreement • February 13th, 2004 • Elinear Inc • Services-computer integrated systems design
R E C I T A L SAsset Purchase Agreement • October 24th, 2000 • Elinear Inc • Services-computer integrated systems design • Florida
AGREEMENTCompensation Agreement • April 15th, 2003 • Elinear Inc • Services-computer integrated systems design
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 25th, 1999 • Kinetiks Com Inc • Services-computer integrated systems design • Colorado
ARTICLE 1Stock Purchase Agreement • November 5th, 2004 • Elinear Inc • Services-computer integrated systems design • Delaware
ARTICLE I THE MERGERMerger Agreement • April 15th, 2003 • Elinear Inc • Services-computer integrated systems design • Texas
EMPLOYMENT AGREEMENT This Employment Agreement (the "Employment Agreement" or "Agreement"), dated this 14th day of January 2004, is by and between eLinear, Inc., a Delaware corporation, Houston, Texas (the "Company"), and Ramzi Milad Nassar (the...Employment Agreement • February 13th, 2004 • Elinear Inc • Services-computer integrated systems design • Texas
EXHIBIT 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the "Employment Agreement" or "Agreement"), dated this 15th day of April 2003, is by and between eLinear, Inc., a Delaware corporation, Houston, Texas (the "Company"), and Tommy Allen (the...Employment Agreement • April 15th, 2003 • Elinear Inc • Services-computer integrated systems design • Texas
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.
EXHIBIT 10.22Funds Escrow Agreement • February 26th, 2004 • Elinear Inc • Services-computer integrated systems design • New York
ContractWarrant Agreement • 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.
RECITALSEmployment Agreement • May 1st, 2000 • Kinetiks Com Inc • Services-computer integrated systems design • Colorado
EXHIBIT 10.23 EMPLOYMENT AGREEMENT This Employment Agreement (the "Employment Agreement" or "Agreement"), dated this 14th day of January 2004, is by and between eLinear, Inc., a Delaware corporation, Houston, Texas (the "Company"), and Michael Lewis...Employment Agreement • November 5th, 2004 • Elinear Inc • Services-computer integrated systems design • Texas
ARTICLE I INTEREST & PREPAYMENTSSecured Revolving Note • February 26th, 2004 • Elinear Inc • Services-computer integrated systems design • New York
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").
2.4. Optional Payments in Common Stock. Subject to Section 2.2 hereof, --------------------------------- if the Borrowers elect to pay interest or prepay principal and the average closing price of the Common Stock on the Principal Market is greater...Secured Convertible Minimum Borrowing Note • February 26th, 2004 • Elinear Inc • Services-computer integrated systems design • New York
1 EXHIBIT 10(iii) INDEMNIFICATION AGREEMENT This Indemnification Agreement dated as of this 1st day of August, 2000 ("AGREEMENT"), is made and entered into by and between Elinear, Inc. f/k/a Kinetiks.com, Inc., a Delaware corporation (the "COMPANY"),...Indemnification Agreement • October 24th, 2000 • Elinear Inc • Services-computer integrated systems design • Delaware
ContractCommon Stock Purchase Warrant • July 20th, 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.
AGREEMENTDirector Compensation Agreement • April 15th, 2003 • Elinear Inc • Services-computer integrated systems design
AGREEMENT ---------Security Agreement • February 26th, 2004 • Elinear Inc • Services-computer integrated systems design • New York
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.
LAURUS MASTER FUND, LTD. New York, New York 10022Restricted Account Agreement • May 11th, 2005 • Elinear Inc • Services-computer integrated systems design
Reference is made to (i) that certain Securities Purchase Agreement, dated as of February 28, 2005 (as amended, modified or supplemented from time to time, the "Purchase Agreement"), by and between ELINEAR, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and (ii) that certain Restricted Account Agreement, dated as of February 28, 2005 (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 Restricted Account Agreement, as applicable. Pursuant to Section 3.2 of the Purchase Agreement, the Company is required to place $3,860,000 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 any obligations
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2006 • Elinear Inc • Services-computer integrated systems design • Texas
This Employment Agreement (the “Employment Agreement” or “Agreement”), dated this 22nd day of December 2005, is by and between eLinear, Inc., a Delaware corporation, Houston, Texas (the “Company”), and Michael Lewis (the “Executive”) an individual, for employment beginning January 1, 2006 (the “Commencement Date”).
SUPPLEMENTSecurities Purchase Agreement • July 20th, 2005 • Elinear Inc • Services-computer integrated systems design
This Supplement, dated July 14, 2005, by and between eLinear, Inc., a Delaware corporation (the “Company”), and [___________] (the “Purchaser”), amends that certain Securities Purchase Agreement, dated February 28, 2005, by and between the Company and Purchaser (the “Securities Purchase Agreement”); that certain Registration Rights Agreement, dated February 28, 2005, by and between the Company and the Purchaser (the “Registration Rights Agreement”); and that certain Secured Convertible Term Note, dated February 28, 2005, by the Company in favor of Purchaser for the total principal amount of $5,000,000 (the “Note”); the Restricted Account Side Agreement, dated February 28, 2005, by and between the Company and Purchaser (the “Restricted Account Side Letter”, collectively, with the Security Purchase Agreement, the Related Agreements (as defined in the Securities Purchase Agreement), the Note, and the Registration Rights Agreement, the “Funding Documents”).
ContractSecured Convertible Term Note • July 20th, 2005 • Elinear Inc • 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.
CONSULTING AGREEMENTConsulting Agreement • March 18th, 2005 • Elinear Inc • Services-computer integrated systems design • Texas
This CONSULTING AGREEMENT, (the "Agreement") dated this 22nd day of December, 2004, between eLinear, Inc., a Delaware corporation, located at 2901 West Sam Houston Pkwy N., Ste E-300 Houston, Texas 77043 (the "Company") and Kevan Casey (the "Consultant") an individual.
EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2005 • Elinear Inc • Services-computer integrated systems design • Texas
This Employment Agreement (the "Employment Agreement" or "Agreement") is by and between eLinear, Inc., a Delaware corporation, Houston, Texas (the "Company"), and Michael Lewis (the "Executive") an individual, for employment beginning December 21, 2004 (the "Commencement Date").
ELINEAR, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • March 3rd, 2005 • Elinear Inc • Services-computer integrated systems design • New York
