Pipeline Data Inc Sample Contracts

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 30th, 2006 • Pipeline Data Inc • Services-business services, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2006, between Pipeline Data Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (the “Purchasers”, and each a “Purchaser”).

GUARANTY
Guaranty • September 27th, 2004 • Pipeline Data Inc • Services-business services, nec • New York
CONSULTING AGREEMENT
Consulting Agreement • December 30th, 1999 • Pipeline Data Inc • Services-advertising • New York
PIPELINE DATA, INC. SECURITIES PURCHASE AGREEMENT August 31, 2004
Securities Purchase Agreement • September 24th, 2004 • Pipeline Data Inc • Services-business services, nec • New York
COMMON STOCK PURCHASE WARRANT To Purchase 3,600,000 Shares of Common Stock of Pipeline Data Inc.
Securities Agreement • August 30th, 2006 • Pipeline Data Inc • Services-business services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CAMOFI Master LDC (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 June 29, 2011, the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pipeline Data Inc., a Delaware corporation (the “Company”), 3,600,000 shares (the “Warrant Shares”) of Common Stock, $0.001 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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 10th, 2005 • Pipeline Data Inc • Services-business services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2005 between Pipeline Data Inc., a Delaware corporation whose principal place of business is located at 1515 Hancock Street, Suite 301, Quincy, MA 02169 (the “Company”), and each of the Purchaser(s) identified on the signature pages hereto (including its successors and assigns, the “Purchaser(s)”).

SECURITY AGREEMENT
Security Agreement • August 30th, 2006 • Pipeline Data Inc • Services-business services, nec • New York

SECURITY AGREEMENT, dated as of June 29, 2006 (this “Agreement”), among Pipeline Data 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 CAMOFI Master LDC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) under the Purchase Agreement, referred to below, for the benefit of the holder or holders of the Company’s Senior Convertible Secured Notes due June 29, 2010 in the original aggregate principal amount of $37,000,000 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively with the Collateral Agent referred to as, the “Secured Parties”).

SUBSIDIARY GUARANTEE
Subsidiary Guarantee • November 10th, 2005 • Pipeline Data Inc • Services-business services, nec • New York

SUBSIDIARY GUARANTEE, dated as of September 30, 2005, 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 Pipeline Data Inc., a Delaware corporation (the “Company”) and the Purchasers.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 10th, 2005 • Pipeline Data Inc • Services-business services, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 30, 2005, between Pipeline Data Inc., a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).

ARTICLE I INTEREST & AMORTIZATION
Secured Convertible Term Note • June 24th, 2005 • Pipeline Data Inc • Services-business services, nec • New York
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 30th, 2006 • Pipeline Data Inc • Services-business services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2006 between Pipeline Data Inc., a Delaware corporation whose principal place of business is located at 1515 Hancock Street, Suite 301, Quincy, MA 02169 (the “Company”), and each of the Purchaser(s) identified on the signature pages hereto (including their successors and assigns, the “Purchaser(s)”).

ARTICLE I INTEREST & PAYMENT
Secured Term Note • June 1st, 2004 • Pipeline Data Inc • Services-business services, nec • New York
SECURITY AGREEMENT
Security Agreement • April 4th, 2006 • Pipeline Data Inc • Services-business services, nec • New York

SECURITY AGREEMENT, dated as of December 20, 2005 (this “Agreement”), among Pipeline Data 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 Sheridan Asset Management, LLC, a Delaware limited liability company, the holder of the Company’s Senior Secured Note due December 20, 2006 in the original aggregate principal amount of $15,000,000 (the “Note”), its endorsees, transferees and assigns (collectively referred to as, the “Secured Party”).

Exhibit 10.2 MANAGEMENT AGREEMENT
Management Agreement • August 20th, 1999 • Pipeline Data Inc • Services-advertising • New York
ARTICLE I
Asset Purchase Agreement • June 8th, 2004 • Pipeline Data Inc • Services-business services, nec • New York
RECITALS
Security Agreement - Stock Pledge • June 8th, 2004 • Pipeline Data Inc • Services-business services, nec • Delaware
GUARANTY
Guaranty • April 11th, 2005 • Pipeline Data Inc • Services-business services, nec • New York
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