Etelos, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 9th, 2005 • Tripath Technology Inc • Semiconductors & related devices

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 8, 2005, among Tripath Technology Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

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Shares(1)
Tripath Technology Inc • June 7th, 2000 • Semiconductors & related devices • New York
LEASE AGREEMENT BLDG: Marriott 5 OWNER: 500 PROP: 105 UNIT: 200 TENANT: 10502
Lease Agreement • April 18th, 2000 • Tripath Technology Inc
Common Stock
Tripath Technology Inc • July 28th, 2000 • Semiconductors & related devices • New York
SERIES I COMMON STOCK PURCHASE WARRANT ETELOS, INC.
Etelos, Inc. • January 26th, 2010 • Services-prepackaged software

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Don Morissette, LLC, a Delaware limited liability company (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 September 30, 2014 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Etelos, Inc., a Delaware corporation (the “Company”), up to 375,000 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 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 26th, 2010 • Etelos, Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2010, between Etelos, 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”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 23rd, 2008 • Tripath Technology Inc • Semiconductors & related devices • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 31, 2008 between Etelos Incorporated, a Washington corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

10% SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 30, 2011
Etelos, Inc. • January 26th, 2010 • Services-prepackaged software • New York

THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Debentures of Etelos, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 26828 Maple Valley Highway-297, Maple Valley, WA 98038, designated as its 10% Senior Secured Convertible Debenture due September 30, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

SECURITY AGREEMENT
Security Agreement • September 30th, 2009 • Etelos, Inc. • Services-prepackaged software • New York

THIS SECURITY AGREEMENT, dated as of September 29, 2009 (this “Agreement”), is among Etelos, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Senior Secured Convertible Debentures due two years following their issuance, in the original aggregate principal amount of $3,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

SERIES I COMMON STOCK PURCHASE WARRANT ETELOS, INC.
Etelos, Inc. • September 30th, 2009 • Services-prepackaged software

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 Etelos, 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 2(b).

SERIES II COMMON STOCK PURCHASE WARRANT ETELOS, INC.
Etelos, Inc. • September 30th, 2009 • Services-prepackaged software

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 seven year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Etelos, 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 2(b).

RECITALS
License and Supply Agreement • June 7th, 2000 • Tripath Technology Inc • Semiconductors & related devices • Texas
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 5th, 2008 • Etelos, Inc. • Services-prepackaged software • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of December 3, 2008 between Etelos, 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”).

6% SECURED CONVERTIBLE DEBENTURE DUE JANUARY 31, 2010
Tripath Technology Inc • April 23rd, 2008 • Semiconductors & related devices • New York

THIS DEBENTURE is one of a series of duly authorized and validly issued 6% Secured Convertible Debentures of Etelos Incorporated, a Washington corporation, (the “Company”), having its principal place of business at 1900 O’Farrell St., Suite 320, San Mateo, CA 94403, designated as its 6% Secured Convertible Debenture due January 31, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

COMMON STOCK PURCHASE WARRANT ETELOS, INC.
Etelos, Inc. • December 5th, 2008 • Services-prepackaged software

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 third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Etelos, 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 2(b).

SERIES A/B] COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of TRIPATH TECHNOLOGY INC.
Tripath Technology Inc • November 9th, 2005 • 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 [ 1 (the “Initial Exercise Date”) and on or prior to the close of business on [ 2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tripath Technology Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, 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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 24th, 2005 • Tripath Technology Inc • Semiconductors & related devices • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 3, 2005, among Tripath 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 23rd, 2008 • Tripath Technology Inc • Semiconductors & related devices

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2008, between Etelos Incorporated, a Washington corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

BUSINESS FINANCING AGREEMENT dated as of August 4, 2005 between BRIDGE BANK, NATIONAL ASSOCIATION and TRIPATH TECHNOLOGY INC., a Delaware corporation (“Borrower”)
Business Financing Agreement • December 7th, 2005 • Tripath Technology Inc • Semiconductors & related devices • California
TRIPATH TECHNOLOGY INC. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 13th, 2002 • Tripath Technology Inc • Semiconductors & related devices • California

This LOAN AND SECURITY AGREEMENT is entered into as of July 12, 2002, by and between COMERICA BANK - CALIFORNIA (“Bank”) and TRIPATH TECHNOLOGY INC. (“Borrower”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2008 • Etelos, Inc. • Semiconductors & related devices • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into and effective this 11th day of August, 2007 (the “Effective Date”), by and between Etelos, Inc. a Washington corporation (“Company”), and Jeffery L. Garon (“Employee”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 3rd, 2005 • Tripath Technology Inc • Semiconductors & related devices

This Stock Purchase Agreement (this “Agreement”) is dated August 2, 2004 between (“Purchaser”) and Tripath Technology, Inc. (“Company”). The parties hereto agree as follows:

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • August 9th, 2005 • Tripath Technology Inc • Semiconductors & related devices

This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of August 4, 2005, (the “Agreement”) between BRIDGE BANK, NATIONAL ASSOCIATION (“Lender”) and Tripath Technology Inc., (“Grantor”) is made with reference to the Business Financing Agreement, dated as of August 4, 2005 (as amended from time to time, the “Financing Agreement”), between Lender and Grantor. Terms defined in the Financing Agreement have the same meaning when used in this Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 4th, 2005 • Tripath Technology Inc • Semiconductors & related devices

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 3, 2005, by and among Tripath Technology Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).

WARRANT ISSUANCE AGREEMENT
Warrant Issuance Agreement • March 1st, 2006 • Tripath Technology Inc • Semiconductors & related devices • New York

This WARRANT ISSUANCE AGREEMENT is made as of this 14th day of February, 2006 by and between Tripath Technology Inc., a Delaware corporation (the “Company”), the investors signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”), and each of Brendan O’Neill, Mitch Levine and Adam Epstein (each, a “Series B Warrant Holder” and collectively, the “Series B Warrant Holders”) (the “Agreement”). Defined terms not otherwise defined herein shall have the meanings set forth in the Warrants (as defined in Section 2 below).

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 8th, 2008 • Etelos, Inc. • Semiconductors & related devices

This Amendment to Registration Rights Agreement (this “Amendment”) is made and entered into as of April 22, 2008, between Etelos, Incorporated, a Washington corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

DISTRIBUTOR AGREEMENT
Distributor Agreement • March 9th, 2004 • Tripath Technology Inc • Semiconductors & related devices • California

Tripath and Distributor intend to establish Distributor as a non-exclusive Distributor for Tripath products in the following designated Territory, subject to the terms and conditions of this Agreement.

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • December 7th, 2005 • Tripath Technology Inc • Semiconductors & related devices

This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of August 4, 2005, (the “Agreement”) between BRIDGE BANK, NATIONAL ASSOCIATION (“Lender”) and Tripath Technology Inc., (“Grantor”) is made with reference to the Business Financing Agreement, dated as of August 4, 2005 (as amended from time to time, the “Financing Agreement”), between Lender and Grantor. Terms defined in the Financing Agreement have the same meaning when used in this Agreement.

DISTRIBUTOR AGREEMENT
Distributor Agreement • March 9th, 2004 • Tripath Technology Inc • Semiconductors & related devices • California

Tripath and Distributor intend to establish Distributor as a non-exclusive Distributor for Tripath products in the following designated Territory, subject to the terms and conditions of this Agreement.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 30th, 2002 • Tripath Technology Inc • Semiconductors & related devices • California

This SECURITIES PURCHASE AGREEMENT is dated as of January 22, 2002 by and among TRIPATH TECHNOLOGY, INC., a Delaware corporation with its principal office at 3900 Freedom Circle, Santa Clara, California, 95054 (the "Company"), and the persons listed as Purchasers on the signature page and on Exhibit A hereto (the "Purchasers").

ETELOS, INCORPORATED BRIDGE BANK, NATIONAL ASSOCIATION LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 23rd, 2008 • Tripath Technology Inc • Semiconductors & related devices • California

This LOAN AND SECURITY AGREEMENT is entered into as of October 5, 2007, by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and ETELOS, INCORPORATED (“Borrower”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 4th, 2005 • Tripath Technology Inc • Semiconductors & related devices • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 3, 2005, among Tripath 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”).

SETTLEMENT AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Settlement Agreement and General Release • April 23rd, 2008 • Tripath Technology Inc • Semiconductors & related devices • California

This Settlement Agreement and General Release of all Claims (“Agreement”) is entered into on December 30, 2007 (the “Effective Date”) by and between:

Contract
Subordinated Note • May 8th, 2008 • Etelos, Inc. • Semiconductors & related devices • Washington

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS PURSUANT TO SEC RULE 144 OR UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE.

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