REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 20th, 2004 • Acceris Communications Inc • Telegraph & other message communications • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Note and the Warrant referred to therein.
ContractWarrant Agreement • October 20th, 2004 • Acceris Communications Inc • Telegraph & other message communications • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ACCERIS COMMUNICATIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
GUARANTYGuaranty • October 20th, 2004 • Acceris Communications Inc • Telegraph & other message communications • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Acceris Communications Inc., a Florida corporation (“Debtor”), from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of De
ACCERIS COMMUNICATIONS INC. SECURITIES PURCHASE AGREEMENT October 14, 2004Securities Purchase Agreement • October 20th, 2004 • Acceris Communications Inc • Telegraph & other message communications • New York
THIS AGREEMENT IS SUBJECT TO THE TERMS AND PROVISIONS OF (i) THAT CERTAIN INTERCREDITOR AGREEMENT DATED OF EVEN DATE HEREWITH BY AND AMONG THE COMPANY, THE PURCHASER AND WELLS FARGO FOOTHILL, INC. AND (ii) ANY REPLACEMENT OR SUCCESSOR INTERCREDITOR AGREEMENT WITH ANY REPLACEMENT OR SUCCESSOR SENIOR CREDITOR.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 20th, 2004 • Acceris Communications Inc • Telegraph & other message communications • New York
This Stock Pledge Agreement (this “Agreement”), dated as of October 14, 2004, among Laurus Master Fund, Ltd. (the “Pledgee”), Acceris Communications Inc., a Florida corporation (the “Company”), and Counsel Communications LLC, a Delaware corporation, and Counsel Corporation (US), a Delaware corporation (each, a “Pledgor” and together, the “Pledgors”).
ContractMaster Security Agreement • October 20th, 2004 • Acceris Communications Inc • Telegraph & other message communications • New York
THIS AGREEMENT IS SUBJECT TO THE TERMS AND PROVISIONS OF (i) THAT CERTAIN INTERCREDITOR AGREEMENT DATED OF EVEN DATE HEREWITH BY AND AMONG THE COMPANY, LAURUS AND WELLS FARGO FOOTHILL, INC. AND (ii) ANY REPLACEMENT OR SUCCESSOR INTERCREDITOR AGREEMENT WITH ANY REPLACEMENT OR SUCCESSOR SENIOR CREDITOR.
ContractNote Agreement • October 20th, 2004 • Acceris Communications Inc • Telegraph & other message communications • New York
THIS NOTE IS SUBJECT TO THE TERMS AND PROVISIONS OF (i) THAT CERTAIN INTERCREDITOR AGREEMENT DATED OF EVEN DATE HEREWITH BY AND AMONG THE BORROWER, THE HOLDER AND WELLS FARGO FOOTHILL, INC. AND (ii) ANY REPLACEMENT OR SUCCESSOR INTERCREDITOR AGREEMENT WITH ANY REPLACEMENT OR SUCCESSOR SENIOR CREDITOR.
