ContractWarrant Agreement • December 24th, 2001 • Burst Com Inc • Services-computer integrated systems design • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THIS WARRANT AND SUCH SECURITIES MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THIS WARRANT AND SUCH SECURITIES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. A COPY OF THE PREFERENCES, POWERS, QUALIFICATIONS AND RIGHTS OF EACH CLASS AND SERIES WILL BE PROVIDED TO EACH STOCKHOLDER WITHOUT CHARGE, UPON WRITTEN REQUEST. THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF A
ContractSecured Promissory Note • December 24th, 2001 • Burst Com Inc • Services-computer integrated systems design
SECURED PROMISSORY NOTE ___________, 2001 U.S. $__________ FOR VALUE RECEIVED, Burst.com, Inc., a Delaware corporation (“Maker”), hereby promises to pay to GORDON ROCK, or order (“Payee” or “Holder”), the principal sum of _______________________________ Dollars ($__________), payable as set forth herein, with interest at the rate of nine percent (9%) per annum payable on or before the earlier to occur of (i) a sale of all or substantially all of the assets of Maker or (ii) a transaction effecting a change in control of Maker whereby after such transaction the shareholders immediately prior to such transaction do not own a majority of the voting stock of Maker immediately after such transaction or (iii) ______________ (the “Due Date”). This Promissory Note (the “Note”) shall be secured by any and all assets of the Maker (the “Collateral”). The Collateral description is set forth more fully in a Security Agreement entered into by and between Maker and the original Holder hereof (the “Sec
ContractSecurity Agreement • December 24th, 2001 • Burst Com Inc • Services-computer integrated systems design • California
SECURITY AGREEMENT THIS SECURITY AGREEMENT IS ENTERED INTO EFFECTIVE AS OF APRIL 18, (“Security Agreement”), by Burst.com, Inc., a Delaware corporation (“Grantor”), in favor of GORDON ROCK and MERCER MANAGEMENT, INC. (collectively, the “Secured Party”). RECITALS A. Secured Party has made and has agreed to make certain further advances of money and to extend certain financial accommodations to Grantor pursuant to various promissory notes entered into on or prior to the date hereof and to be entered into by Grantor from time to time (collectively, the “Loans”). B. Secured Party has agreed to make a loan on even date herewith and possibly additional loans to Grantor, but only upon the condition, among others, that Grantor shall have executed and delivered to Secured Party this Security Agreement. AGREEMENT NOW, THEREFORE, in order to induce Secured Party to make a loan on even date herewith, to extend the due dates on existing loans and for other good and valuable consideration, the rec
