EXHIBIT 4 to Schedule 13D SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), is entered into as of February 28, 2005, by and among Cardiac Science, Inc., a...Registration Rights Agreement • September 12th, 2005 • Pearl Frank H • Surgical & medical instruments & apparatus • New York
EXHIBIT 4 --------- THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR WITH ANY SECURITIES COMMISSION UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED,...Pearl Frank H • July 22nd, 2004 • Electromedical & electrotherapeutic apparatus
EXHIBIT 1 --------- JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which...Joint Filing Agreement • February 4th, 2005 • Pearl Frank H • Electromedical & electrotherapeutic apparatus
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
ARTICLE I DEFINITIONS -----------Registration Rights Agreement • May 23rd, 2003 • Pearl Frank H • Semiconductors & related devices • New York
EXHIBIT 3 --------- AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of June 21, 2004 (THIS "AGREEMENT"), among Evergreen Solar, Inc., a Delaware corporation (the "COMPANY"), Perseus...Registration Rights Agreement • June 23rd, 2004 • Pearl Frank H • Semiconductors & related devices • New York
PERSEUS 2000, L.L.C.Joint Filing Agreement • May 23rd, 2003 • Pearl Frank H • Semiconductors & related devices
AGREEMENTAgreement • February 4th, 2005 • Pearl Frank H • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT 1 to Schedule 13D/A JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D...Joint Filing Agreement • March 8th, 2005 • Pearl Frank H • Electromedical & electrotherapeutic apparatus
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
JOINT FILING AGREEMENTJoint Filing Agreement • November 8th, 2004 • Pearl Frank H • Semiconductors & related devices
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
RECITALSSenior Note and Warrant Conversion Agreement • March 8th, 2005 • Pearl Frank H • Electromedical & electrotherapeutic apparatus • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 25th, 2002 • Pearl Frank H • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of May 22, 2002 by and between ImageWare Systems, Inc., a California corporation (the “Company”), and Perseus 2000, L.L.C., a Delaware limited liability company (the “Investor”).
RECITALSNote and Warrant Conversion Agreement • September 12th, 2005 • Pearl Frank H • Surgical & medical instruments & apparatus • Delaware
LETTER AGREEMENTLetter Agreement • May 2nd, 2005 • Pearl Frank H • Electric services
The Shareholder acknowledges and agrees that, in accordance with that certain Investor Rights Agreement dated as of November 12, 2004 (the “Investor Rights Agreement”) by and among NxtPhase and the holders of Class A preferred shares of NxtPhase, the Option (as defined in the Investor Rights Agreement) was duly assigned by Perseus 2000, L.L.C., a Delaware limited liability company, to Beacon on April 22, 2005. The Shareholder further agrees that Beacon may enforce the Shareholder’s obligations related to the Option as if Beacon were a direct party to such Option. In the event of any conflict between the terms and conditions of the Arrangement Agreement and the terms and conditions of the Option, the terms and conditions of the Arrangement Agreement shall prevail.
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • September 25th, 2002 • Pearl Frank H • Services-prepackaged software • New York
This NOTE AND WARRANT PURCHASE AGREEMENT, dated as of May 22, 2002 (this “Agreement”), is entered into by and between ImageWare Systems, Inc., a California corporation (the “Company”), and Perseus 2000, L.L.C., a Delaware limited liability company (“Perseus” and together with the Company, each, a “Party” and collectively, the “Parties”).
JOINT FILING AGREEMENTJoint Filing Agreement • September 25th, 2002 • Pearl Frank H • Services-prepackaged software
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this agreement is attached as Exhibit 6, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of the undersigned.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 25th, 2002 • Pearl Frank H • Services-prepackaged software • California
THIS PLEDGE AND SECURITY AGREEMENT is entered into as of May 22, 2002 (as from time to time amended, modified, restated, supplemented and in effect, this “Security Agreement”), by and between ImageWare Systems, Inc., a California corporation (“Grantor”), in favor of Perseus 2000, L.L.C., a Delaware limited liability company (the “Secured Party”), as agent for itself and the other holders from time to time of the Notes (as defined below) (collectively, the “Note Holders”).
EXHIBIT 99.1 ------------ Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Perseus-Soros Partners, Perseus Partners, SFM Participation, Perseuspur, SFM AH, Mr. Pearl, SFM LLC and Mr. Soros may be...Pearl Frank H • September 22nd, 2006 • Pharmaceutical preparations
Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Perseus-Soros Partners, Perseus Partners, SFM Participation, Perseuspur, SFM AH, Mr. Pearl, SFM LLC and Mr. Soros may be deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros only to the extent of the greater of his or its respective direct or indirect interest in the profits or capital account of Perseus-Soros. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Perseus-Soros Partners, Perseus Partners, SFM Participation, Perseuspur, SFM AH, Mr. Pearl, SFM LLC or Mr. Soros is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Perseus-Soros in excess of such amount.
JOINT FILING AGREEMENTJoint Filing Agreement • July 3rd, 2003 • Pearl Frank H • Services-prepackaged software
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Amendment No. 1 to Schedule 13D to which this agreement is attached as Exhibit 3, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of the undersigned.
Solely for the purposes of this Section 7.12(b), "Interest Expense," as such term is used in the calculation of EBITDA, means, with reference to any period, the sum of all cash interest charges net of interest income (including paid-in- kind interest,...Note and Warrant Purchase Agreement • February 4th, 2005 • Pearl Frank H • Electromedical & electrotherapeutic apparatus
JOINT FILING AGREEMENTJoint Filing Agreement • January 9th, 2003 • Pearl Frank H • Electric services
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this agreement is attached as Exhibit 2, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of the undersigned.
INVESTMENT AGREEMENTInvestment Agreement • May 2nd, 2005 • Pearl Frank H • Electric services • Delaware
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of April 22, 2005, is made by and among BEACON POWER CORPORATION, a Delaware corporation (the “Company”), PERSEUS CAPITAL, L.L.C., a Delaware limited liability company (“Perseus Capital”), and PERSEUS 2000 EXPANSION FUND, L.L.C., a Delaware limited liability company (the “Purchaser”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 28th, 2004 • Pearl Frank H • Electric services
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Amendment No. 2 to Schedule 13D to which this agreement is attached as Exhibit 1, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of the undersigned.
JOINT FILING AGREEMENTJoint Filing Agreement • May 2nd, 2005 • Pearl Frank H • Electric services
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Amendment No. 3 to Schedule 13D to which this agreement is attached as Exhibit 1, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of the undersigned.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 9th, 2003 • Pearl Frank H • Electric services • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 30, 2002, between Mechanical Technology Incorporated, a New York corporation (the “Company”) and Perseus Capital, L.L.C. (the “Purchaser”).
FORM OF ASSIGNMENTPearl Frank H • July 3rd, 2003 • Services-prepackaged software
This assignment shall be binding on and inure to the benefit of the parties thereto, their heirs, executors, administrators, successors in interest and assigns.
FORM OF PURCHASE AND SALE AGREEMENTForm of Purchase and Sale Agreement • July 3rd, 2003 • Pearl Frank H • Services-prepackaged software
This Purchase and Sale Agreement (“Agreement”) is made by and among Perseus 2000, L.L.C. (“Seller”), and L.F. Global Holdings, LLC and Laurus Master Fund, Ltd. (each, a “Buyer,” and together, “Buyers”) as of June 13, 2003 (“Agreement Date”) and contemplates the assignment to Buyer of all of Seller’s right title and interest in and to the Notes and Credit Documents in exchange for the Purchase Price (as such terms are hereinafter defined), relating to the loans made to ImageWare Systems, Inc. (“Borrower”).
JOINT FILING AGREEMENTJoint Filing Agreement • June 2nd, 2005 • Pearl Frank H • Electric services
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Amendment No. 4 to Schedule 13D to which this agreement is attached as Exhibit 1, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of the undersigned.
JOINT FILING AGREEMENTJoint Filing Agreement • December 3rd, 2003 • Pearl Frank H • Electric services
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Amendment No. 1 to Schedule 13D to which this agreement is attached as Exhibit 1, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of the undersigned.
