EXHIBIT 10.45 ------------- NESTOR, INC. SECURITIES PURCHASE AGREEMENT May 16, 2005 TABLE OF CONTENTSSecurities Purchase Agreement • June 22nd, 2005 • Nestor Inc • Services-prepackaged software • New York
EXHIBIT 10.47 ------------- SECURITY AGREEMENTSecurity Agreement • June 22nd, 2005 • Nestor Inc • Services-prepackaged software • New York
EXHIBIT 10.50 ------------- THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY...Common Stock Purchase Warrant • June 22nd, 2005 • Nestor Inc • Services-prepackaged software • New York
EXHIBIT 10.48 ------------- REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 16, 2005, by and between Nestor, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund,...Registration Rights Agreement • June 22nd, 2005 • Nestor Inc • Services-prepackaged software • New York
EXHIBIT 10.49 ------------- NTSI PLEDGE AND SECURITY AGREEMENT This Pledge and Security Agreement (this "Agreement") dated as of May 16, 2005 between Laurus Master Fund, Ltd. ("Pledgee") and Nestor Traffic Systems, Inc., a Delaware corporation...Pledge and Security Agreement • June 22nd, 2005 • Nestor Inc • Services-prepackaged software • New York
ARTICLE I INTEREST & AMORTIZATIONConvertible Note • June 22nd, 2005 • Nestor Inc • Services-prepackaged software
EXHIBIT 10.46 ------------- SUBSIDIARY GUARANTYSubsidiary Guaranty • June 22nd, 2005 • Nestor Inc • Services-prepackaged software
