SDS MERCHANT FUND, L.P. c/o SDS Capital Partners, LLC 53 Forest Avenue, Second Floor Old Greenwich, Connecticut 06870 (203) 967-5850Note and Warrant Purchase Agreement • July 3rd, 2002 • Vertel Corp • Services-prepackaged software
Reference is hereby made to (i) the Note and Warrant Purchase Agreement (the "2001 Purchase Agreement") dated as of August 31, 2001 between Vertel Corporation (the "Company") and SDS Merchant Fund, L.P. ("SDS"); (ii) the Convertible Promissory Note dated January 3, 2002 issued to SDS (the "Note"); (iii) the Warrant dated August 31, 2001 issued to SDS (the "Warrant") and (iv) the Registration Rights Agreement (the "Registration Rights Agreement") dated as of August 31, 2001 between the Company and SDS. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the 2001 Purchase Agreement.
EXHIBIT 4.4 SECURITY AGREEMENT SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time and including all attachments, exhibits and schedules hereto, the "Agreement"), dated as of July 2, 2002, made by VERTEL...Security Agreement • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
EXHIBIT 4.5 SECURITY AGREEMENT SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time and including all attachments, exhibits and schedules hereto, the "Agreement"), dated as of July 2, 2002, made by VERTEL...Security Agreement • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
OFWarrant Agreement • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
AGREEMENTNote and Warrant Purchase Agreement • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
Exhibit 4.7 REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is made and entered into as of July 2, 2002, between Vertel Corporation, a California corporation (the "Company"), and the...Registration Rights Agreement • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
ARTICLE ISenior Secured Convertible Promissory Note • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
EXHIBIT 4.6 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY...Promissory Note • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
