ContractTelecommunication Systems Inc /Fa/ • March 16th, 2006 • Services-prepackaged software • New York
THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITY.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2006 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 13, 2006, by and among TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 16th, 2006 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • New York
This Note Purchase Agreement (this “Agreement”) is dated as of March 13, 2006, among TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 16th, 2006 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of March 13, 2006 (this “Agreement”), among Telecommunication Systems, Inc., a Maryland corporation (the “Company” or the “Debtor”) and Bonanza Master Fund, Ltd. as agent (the “Agent”) for the holders of the Company’s Secured Notes due March 13, 2009 in the original aggregate principal amount of $10,000,000 (together with any additional such Notes issued as interest on the existing Notes, the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBORDINATION AGREEMENTSubordination Agreement • March 16th, 2006 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • California
This Subordination Agreement (the “Agreement”) is made as of this 13th day of March, 2006, by and among SILICON VALLEY BANK, a California-chartered bank with its principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054, (the “Bank”) and Bonanza Master Fund, LTD., for itself and as agent for each Purchaser (the “Agent”), HHMI Investments, L.P., SRB Greenway Capital LP, SRB Greenway Capital (QP) LP, SRB Greenway Offshore Operating Fund, LP, Walker Smith Capital (QP), LP, Walker Smith Capital, LP, and Walker Smith International Fund, Ltd. (collectively, the “Purchasers” and each a “Purchaser”) the purchasers jointly but not severally, on a pro rata basis, of Secured Notes due 2009 (together with any Additional Notes (as defined in that certain Purchase Agreement dated March 13, 2006 by and between the Borrower and the Purchasers) (the “Purchase Agreement”), the “Notes”) of TELECOMMUNICATION SYSTEMS, INC. (the “Borrower”).
