8% SECURED CONVERTIBLE DEBENTURE DUE [EIGHTEEN MONTHS FROM DATE OF ISSUANCE]Convertible Security Agreement • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
THIS 8% SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Secured Convertible Debentures of TechnoConcepts, Inc, a Colorado corporation, having a its principal place of business at 6060 Sepulveda Blvd, Suite 202, Van Nuys, CA 91411 (the “Company”), designated as its 8% Secured Convertible Debentures, due [Eighteen Months from Date of Issuance] (this, “Debenture” and collectively with the other such series of debentures, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • January 14th, 2005 • Technoconcepts, Inc. • Services-computer programming services • New York
SECURITY AGREEMENT, dated as of November 17, 2004 (this “Agreement”), among TechnoConcepts, Inc., a Colorado 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 7% Secured Convertible Debentures due November __, 2006 in the original aggregate principal amount of $10,000,000 (the “Debentures”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
THIS SUBSIDIARY GUARANTEE, dated as of [__________ __, 2007 (this “Guarantee”), is 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 (the "Purchasers") of the 8% Secured Convertible Debentures of TechnoConcepts, Inc., a Colorado corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 14th, 2005 • Technoconcepts, Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 17, 2004 among TechnoConcepts, Inc., a Colorado 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 AGREEMENTRegistration Rights Agreement • January 14th, 2005 • Technoconcepts, Inc. • Services-computer programming services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 17, 2004, among TechnoConcepts, Inc., a Colorado corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of August 15, 2007 by and among TECHNOCONCEPTS INC. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • August 20th, 2007 • Technoconcepts, Inc. • Services-computer programming services • California
This NOTE AND WARRANT PURCHASE AGREEMENT dated as of August 15, 2007 (this “Agreement”) by and among TechnoConcepts Inc., a Colorado corporation (the “Company”), and each of the purchasers of the secured promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser,” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated effective __________, 20__, and is made among TechnoConcepts, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages and in Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
7% SECURED CONVERTIBLE DEBENTURE DUE NOVEMBER ___, 2006Convertible Security Agreement • January 14th, 2005 • Technoconcepts, Inc. • Services-computer programming services • New York
THIS DEBENTURE is one of a series of duly authorized and issued 7% Secured Convertible Debentures of TechnoConcepts, Inc., a Colorado corporation, having a principal place of business at _____________________________ (the “Company”), designated as its 7% Secured Convertible Debenture, due November ___, 2006 (the “Debenture(s)”).
ESCROW AGREEMENTEscrow Agreement • July 6th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of June 26, 2007, by and among TechnoConcepts Inc., a Colorado corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“Vision”) and Dynamic Decisions Growth Premium (collectively with Vision, the “Purchasers”), and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
Exhibit 10.6 CONSULTING AGREEMENT THIS AGREEMENT, made this 19th day of July, 2004 by and between Richard T. Hines Consulting Inc., a Virginia Corporation, with offices located at 809 Princess St., Alexandria, VA 22314, party of the first part (The...Consulting Agreement • May 2nd, 2005 • Technoconcepts, Inc. • Services-computer programming services • Virginia
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 21st, 2005 • Technoconcepts, Inc. • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of August 31, 2005 by and between REGALTECH, INC., a Delaware corporation (“PARENT”), and ASANTE ACQUISITION CORPORATION, a California corporation (the “COMPANY”).
NOTE PURCHASE AGREEMENTSubordinated Convertible Note Purchase Agreement • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services • California
This Subordinated Convertible Note Purchase Agreement (the "Agreement") is made effective as of between TECHNOCONCEPTS INC. (the "Company"), and the investors listed on the Schedule of Investors attached as Exhibit A hereto (the "Investors").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 14th, 2005 • Technoconcepts, Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 17, 2004 among TechnoConcepts, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
TECHNOCONCEPTS, INC. PLACEMENT AGENT AGREEMENT Dated: June 28, 2007Placement Agent Agreement • July 6th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
LEASE AGREEMENTLease Agreement • February 14th, 2007 • Technoconcepts, Inc. • Services-computer programming services
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of TechnoConcepts, Inc.Security Agreement • January 14th, 2005 • Technoconcepts, Inc. • Services-computer programming services
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 TechnoConcepts, Inc., a Colorado corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, no 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).
SECURITY AGREEMENTSecurity Agreement • July 6th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
WHEREAS, Grantor has issued or will issue secured promissory notes to the Secured Parties (collectively, the “Note”) pursuant to a Note and Warrant Purchase Agreement, dated as of June 29, 2007 (the “Purchase Agreement”), by and among Grantor and the Secured Parties; and
Form of WarrantWarrant Agreement • February 14th, 2007 • Technoconcepts, Inc. • Services-computer programming services • California
THIS CERTIFIES that, for value received, ________________________ (herein called "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or prior to the close of business on the five year anniversary of the effective date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from TechnoConcepts, Inc. (herein called the "Company") a corporation organized and existing under the laws of the State of Colorado, at the price of $1.00 per share (the "Warrant Exercise Price"), ________________ fully paid and nonassessable shares of the Company’s Common Stock, no par value per share, subject to adjustment as set forth in Section 3 below.
EXECUTIVE EMPLOYEE AGREEMENTExecutive Employee Agreement • January 30th, 2007 • Technoconcepts, Inc. • Services-computer programming services • California
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into effective as of January 24, 2007, by and between TECHNOCONCEPTS INC., a Colorado corporation (the "Company"), and RICHARD HAHN, an individual ("Employee").
SECURITY AGREEMENTSecurity Agreement • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
SECURITY AGREEMENT, dated as of [___________ ___, 200__ (this “Agreement”), among TechnoConcepts, Inc., a Colorado corporation (the “Company”), and each of the subsidiaries of the Company signatory hereto (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 Debentures due [___________in the original aggregate principal amount of $[_____ (the “Debentures”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • December 14th, 2006 • Technoconcepts, Inc. • Services-computer programming services • California
THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is entered into, effective as of the last date written below, by and among RICHARD T. HINES (“Director”), RTH CONSULTING INC. (“RTH”), and TECHNOCONCEPTS INC. (the “Company”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
THIS AGREEMENT is made as of the ___ day of _______________, 2007, by and between TechnoConcepts Inc., a corporation organized under the laws of the State of Colorado (the “Company”), and the undersigned note holder (the “Note Holder”). Subject to the terms and conditions set forth in this Agreement and pursuant to Section 3(a)(9) and Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to exchange with the Note Holder, and the Note Holder desires to exchange with the Company, securities of the Company as more fully described in this Agreement.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN TECHNOLOGY CONSULTING PARTNERS, INC. AND TECHNOCONCEPTS, INC.Merger Agreement • February 18th, 2004 • Technology Consulting Partners Inc • Services-computer programming services • California
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is dated as of December 15, 2003, by and between Technology Consulting Partners, Inc. (TCPI), a Colorado corporation whose principal place of business is located at 9282 South Fox Fire Lane, Highland Ranch, Colorado 80129, such corporation being herein sometimes called the "Surviving Corporation," and TechnoConcepts, Inc. (TECHNO), a Nevada corporation whose principal place of business is located at 100 East Cedar Avenue, BLDG 4, Burbank, California 91502, such corporation being herein sometimes called the "Disappearing Corporation, with TCPI and TECHNO being herein sometimes collectively called the "Constituent Corporations." This agreement replaces all preceding agreements.
Form of WarrantWarrant Agreement • February 14th, 2007 • Technoconcepts, Inc. • Services-computer programming services • California
THIS CERTIFIES that, for value received, ________________________ (herein called "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or prior to the close of business on the five year anniversary of the effective date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from TechnoConcepts, Inc. (herein called the "Company") a corporation organized and existing under the laws of the State of Colorado, at the price of $_________ per share (the "Warrant Exercise Price"), ________________ fully paid and nonassessable shares of the Company’s Common Stock, no par value per share, subject to adjustment as set forth in Paragraph 3 below.
February 2, 2007 Gentlemen:Securities Exchange Agreement • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services
Reference is made to the Securities Exchange Agreement (“SEA”) of even date herewith between TechnoConcepts, Inc., a Colorado corporation (“TCI”) and the undersigned investor (“Investor”), pursuant to which the Investor has this day exchanged $________________ aggregate amount of TCI’s Series A Secured Subordinated Promissory Notes (“Notes”) for ___________ shares of TCI’s common stock and for warrants to purchase ________________ shares of TCI’s common stock “Warrants”). Reference is also made to those certain Securities Purchase Agreements, also of even date herewith, among TCI and certain other investor, and all associated documentation and other agreements, pursuant to which TCI has granted certain registration rights (collectively, the “SPAs”).
EARN-OUT AGREEMENTEarn-Out Agreement • June 9th, 2005 • Technoconcepts, Inc. • Services-computer programming services
This Agreement is entered into by and between Asante Technologies, Inc., a Delaware corporation ("Asante"), TechnoConcepts, Inc., a Colorado corporation ("Techno") and Asante Acquisition Corp., a Nevada corporation ("AAC"), as of the date of the Agreement And Plan Of Acquisition between the same parties (which bears a date as of February 25, 2005) (hereinafter, the "Acquisition Agreement"), and upon the terms and conditions set forth herein. This Agreement is referred to in the Acquisition Agreement and hereinafter as the "Earn-out Agreement."
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 14th, 2007 • Technoconcepts, Inc. • Services-computer programming services • California
This Note Purchase Agreement (the "Agreement") is made effective as of [DATE], between TECHNOCONCEPTS INC. (the "Company"), and the investors listed on the Schedule of Investors attached as Exhibit A hereto (the "Investors").
EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2005 • Technoconcepts, Inc. • Services-computer programming services • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of June 1, 2005 by and among TechnoConcepts Inc, a Colorado company (“Techno”), Asante Acquisition Corp., a California corporation and a wholly owned subsidiary of Techno (the “Company”) and Jeff Lin (“Employee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
This Subscription Agreement is made by and between TechnoConcepts, Inc., a Colorado corporation headquartered at 6060 Sepulveda Blvd, Suite 202, Van Nuys, CA 91411 (the “Company”) and the undersigned prospective investor (the “Investor”) who is subscribing hereby (the “Subscription”) for securities in the Company’s private placement (the “Offering”). The exclusive placement agent for the Offering is Westminster Securities Corporation (the “Placement Agent”). The Company is issuing investment units at the rate of $30,000 per unit, consisting of (a) $30,000 of 8% secured convertible debentures (the “Debentures”), each convertible into 20,000 shares (“Shares”) of the Company’s common stock, no par value (“Common Stock”) at the rate of $1.50 per Share, (b) 10,000 detachable warrants to purchase one share each of Common Stock at an exercise price of $1.90 per share, expiring five years from their date of issuance and (c) 10,000 detachable warrants to purchase one share each of Common Stock
CONFIDENTIALITY AND INVENTOR’S ASSIGNMENT AGREEMENTConfidentiality and Assignment Agreement • January 30th, 2007 • Technoconcepts, Inc. • Services-computer programming services • California
In consideration of the commencement of my employment and the compensation paid to me, I hereby acknowledge and agree with TechnoConcepts Inc. (“TechnoConcepts” or “the company”) as follows.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 14th, 2005 • Technoconcepts, Inc. • Services-computer programming services
This Amendment No. 1 (the “Amendment”) to the Securities Purchase Agreement (the “Agreement”) dated as of November 17, 2004 is among TechnoConcepts, Inc., a Colorado corporation (the “Company”) and each purchaser signatory hereto (each, a “Purchaser” and collectively the “Purchasers”) and is dated as of November __, 2004.
FIRST AMENDMENT TO NOTEPromissory Note Amendment • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services • New York
This FIRST AMENDMENT TO NOTE (the “Amendment”) is dated effective as of February , 2007, by and between TechnoConcepts, Inc. (the “Company”) and undersigned Note Holder (the “Holder”) of the Promissory Note of the Company (the “Note”) pursuant to the Note Purchase Agreement between the parties, dated (the “Agreement”).
ADDENDUM TO SUBSCRIPTION AGREEMENT DATED _______, 2007Subscription Agreement • February 27th, 2007 • Technoconcepts, Inc. • Services-computer programming services
This Addendum (the “Addendum”) relates to the TechoConcepts, Inc. (the “Company” or the “Corporation”) subscription agreement (the “Subscription Agreement”) for the offering of units (“Units”), with each $30,000 Unit consisting of: (i) $30,000 of 8% secured convertible debentures, convertible into shares of no par value common stock of the Company (“Common Stock”) at $1.50 per share, (ii) warrants to purchase 10,000 shares of Common Stock at a purchase price of $1.90 per share, and (iii) warrants to purchase 10,000 shares of Common Stock at a purchase price of $2.75 per share. This Addendum supplements certain information contained in the Subscription Agreement and the Offering Memorandum referenced therein and it exhibits. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Subscription Agreement.
