EXHIBIT B REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into as of November 18, 2004, among e.Digital Corporation, a Delaware corporation (the "COMPANY"), and the investors signatory hereto on...Registration Rights Agreement • November 19th, 2004 • E Digital Corp • Semiconductors & related devices • California
2- 3 payment of the Exercise Price for the number of Warrant Shares so indicated by the holder hereof to be purchased.Warrant Agreement • June 28th, 1999 • E Digital Corp • Household audio & video equipment • New York
Exhibit 10.11 LICENSE AGREEMENT This Agreement is made this 4/th/ day of January, 2000 ("Effective Date") by and between e.Digital Corporation, a Delaware corporation with an office and place of business at 13114 Evening Creek Drive South, San Diego,...License Agreement • June 27th, 2000 • E Digital Corp • Household audio & video equipment • California
EXHIBIT 4.10 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of January 18, 2002 (this "Agreement"), among e.Digital Corporation, a Delaware corporation ("Parent"), e.Digital Corporation, a California corporation ("Subsidiary" and, each of Subsidiary...Security Agreement • March 22nd, 2002 • E Digital Corp • Household audio & video equipment • New York
WARRANTWarrant Agreement • November 3rd, 2000 • E Digital Corp • Household audio & video equipment • New York
WHEREAS:Common Stock Purchase Agreement • January 8th, 2007 • E Digital Corp • Semiconductors & related devices • Illinois
EXHIBIT 99.1 THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS ("BLUE SKY LAWS"), AND MAY NOT BE OFFERED OR SOLD WITHOUT...Exchange Agreement • December 12th, 2006 • E Digital Corp • Semiconductors & related devices • California
FIRST AMENDMENT TO AMENDED AND RESTATED SUBLEASE AGREEMENTSublease Agreement • June 28th, 2004 • E Digital Corp • Semiconductors & related devices
AGREEMENTConsulting Agreement • April 23rd, 1999 • E Digital Corp • Household audio & video equipment • California
58 2 this Agreement have been duly authorized by all necessary corporate action on the part of the Company, and the Notes when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, will constitute...Note Agreement • June 26th, 1997 • Norris Communications Corp • Printed circuit boards • California
2- 3 (c) This Warrant shall be exercisable, either in its entirety or, from time to time, for a portion of the number of Warrant Shares. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the...Warrant Agreement • June 28th, 1999 • E Digital Corp • Household audio & video equipment • New York
1 EXHIBIT 4.27 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 24, 1999, among e.Digital Corporation, a Delaware corporation (the "Company"), and the investors signatory hereto on...Registration Rights Agreement • June 28th, 1999 • E Digital Corp • Household audio & video equipment • New York
WARRANTSecurities Agreement • November 19th, 2004 • E Digital Corp • Semiconductors & related devices
1 EXHIBIT 4.2 NORRIS COMMUNICATIONS, INC. STOCK PURCHASE WARRANT OCTOBER ___, 1996 FOR VALUE RECEIVED, NORRIS COMMUNICATIONS, INC., a Delaware corporation (the "Company"), hereby certifies that HIGHAM, MCCONNELL & DUNNING is the registered owner of...Stock Purchase Warrant • October 9th, 1996 • Norris Communications Corp • Printed circuit boards • Delaware
Portions of this Exhibit have been omitted (based upon a request for confidential treatment) and have been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2. DATE: 2 INTEL CORPORATION PURCHASE AGREEMENT - SERVICESPurchase Agreement • October 21st, 1998 • Norris Communications Corp • Household audio & video equipment
1. Development Phase 2. Lanier's Marketing Rights 3. Purchase Price 4. Orders 5. Terms of Payment 6. Delivery 7. Inspection and Acceptance 8. Safety Standards and Regulations 9. Warranty 10. Servicing and Spare Parts 11. Trademarks 12. Patents, etc....Development Agreement • May 8th, 1997 • Norris Communications Corp • Printed circuit boards
MANUFACTURING AGREEMENT BY AND BETWEEN NORRIS COMMUNICATIONS, INC. AND ELTECH ELECTRONICS, INC.Manufacturing Agreement • June 28th, 1999 • E Digital Corp • Household audio & video equipment • New York
RECITALSPlacement Agreement • January 15th, 1997 • Norris Communications Corp • Printed circuit boards
Exhibit 4.41 THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS ("BLUE SKY LAWS"), AND MAY NOT BE OFFERED OR SOLD WITHOUT...Conversion Agreement • December 30th, 2002 • E Digital Corp • Household audio & video equipment • California
RECITALSConsulting Agreement • June 26th, 1997 • Norris Communications Corp • Printed circuit boards • California
ARTICLE I PURCHASE AND SALEConvertible Preferred Stock Purchase Agreement • November 19th, 2004 • E Digital Corp • Semiconductors & related devices • California
WHEREAS:Registration Rights Agreement • January 8th, 2007 • E Digital Corp • Semiconductors & related devices • Illinois
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • August 6th, 2002 • E Digital Corp • Household audio & video equipment
1 Exhibit 10.4Consulting Agreement • May 6th, 1997 • Norris Communications Corp • Printed circuit boards • California
WITNESSETHAgreement • June 28th, 1999 • E Digital Corp • Household audio & video equipment
AGREEMENTConsulting Agreement • April 23rd, 1999 • E Digital Corp • Household audio & video equipment • California
SERIES 97W WARRANT NO. 97W ___Warrant Agreement • June 28th, 1999 • E Digital Corp • Household audio & video equipment
1 EXHIBIT 4.6 NOTE 98-A__ THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND IS A "RESTRICTED SECURITY" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT....Note • June 26th, 1998 • Norris Communications Corp • Household audio & video equipment
AGREEMENTConsulting Agreement • December 16th, 1996 • Norris Communications Corp • Printed circuit boards • California
Exhibit 10.5.1 EMPLOYMENT AGREEMENT This Employment Agreement is entered into on this 19th day of May, 1999 by and between e.Digital Corporation ("Employer") ("Company") and Alfred H. Falk ("Employee"). 1. Position and Title: ------------------...Employment Agreement • June 27th, 2000 • E Digital Corp • Household audio & video equipment
EXHIBIT 4.9 NOTE SERIES 99-A THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND IS A "RESTRICTED SECURITY" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE...Note • February 12th, 1999 • E Digital Corp • Household audio & video equipment • California
EXHIBIT 4.23 THIS WARRANT AND THE SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933 ("ACT"), AND THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR...Stock Purchase Warrant • June 28th, 1999 • E Digital Corp • Household audio & video equipment
Exhibit 4.9 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Securities Agreement • December 22nd, 2003 • E Digital Corp • Household audio & video equipment
EXHIBIT 4.3 HIGHAM, MCCONNELL & DUNNING LLP 28202 Cabot Road, Suite 450 Laguna Niguel, California 92677 Tel: 949/365-5515 Fax: 949/365-5522 March 23, 1999 Alfred H. Falk President e.Digital Corporation 13114 Evening Creek Road South San Diego,...Engagement Letter/Service Agreement • April 23rd, 1999 • E Digital Corp • Household audio & video equipment
EXHIBIT 4.11 INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of January 18, 2002 (this "Agreement"), among e.Digital Corporation, a Delaware corporation ("Parent"), e.Digital Corporation, a California...Intellectual Property Security Agreement • March 22nd, 2002 • E Digital Corp • Household audio & video equipment • New York
