REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2005 • Sequiam Corp • Services-prepackaged software • 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 (the "Securities Purchase Agreement"), and pursuant to the Warrants referred to therein.
ContractWarrant Agreement • May 24th, 2005 • Sequiam Corp • Services-prepackaged software • 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 SEQUIAM CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SEQUIAM CORPORATION SECURITIES PURCHASE AGREEMENT May 18, 2005Securities Purchase Agreement • May 24th, 2005 • Sequiam Corp • Services-prepackaged software • New York
AMENDED AND RESTATED STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 24th, 2005 • Sequiam Corp • Services-prepackaged software • New York
This Amended and Restated Stock Pledge Agreement (this “Agreement”), dated as of May 18, 2005, among Lee Harrison Corbin, Attorney in-Fact for the Trust Under the Will of John Svenningsen (the “Pledgee”), Sequiam Corporation, a California corporation (the “Company”), and each of the other undersigned pledgors (the Company and each such other undersigned pledgor, a “Pledgor” and collectively, the “Pledgors”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • May 24th, 2005 • Sequiam Corp • Services-prepackaged software • Florida
THIS DEBT CONVERSION AGREEMENT (this “Agreement”), is entered into as of May 20, 2005 (the “Closing Date”), by and among Sequiam Corporation, a California corporation (the “Company”), and Lee Harrison Corbin (“Corbin” or the “Lender”).
SUBORDINATION AGREEMENTSubordination Agreement • May 24th, 2005 • Sequiam Corp • Services-prepackaged software • New York
This Subordination Agreement (this “Agreement”) is entered into as of the 18th day of May, 2005, by Eagle Funding, LLC (collectively referred to herein as the “Subordinated Lender”), and Lee Harrison Corbin, Attorney-in-Fact for the Trust Under the Will of John Svenningsen, (the “Senior Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Securities Purchase Agreement referred to below.
AMENDED AND RESTATED MASTER SECURITY AGREEMENTMaster Security Agreement • May 24th, 2005 • Sequiam Corp • Services-prepackaged software • New York
This Amended and Restated Master Security Agreement (this “Master Security Agreement”) is being entered into in connection with the Trust’s (defined below) agreement to advance an amount to Laurus Master Fund Ltd (“Laurus”), sufficient to repay the remaining debt to Laurus in accordance with the terms of the Assignment, Assumption and Release with Laurus, and in connection therewith, Laurus has agreed to assign to the Trust all of Laurus’ rights under that certain Securities Purchase Agreement, dated April 27, 2004, by and between the Company (defined below) and Laurus, as amended and the Loan Documents, a defined in the Securities Purchase Agreement (defined below), which includes that certain Master Security Agreement, dated as of April 27, 2004, between Laurus and the Company (the “Original Agreement”), such that the Trust shall stand in the place of Laurus thereunder. In connection therewith, the Trust and the Company now wish to amend and restate the Original Agreement as provided
ASSIGNMENT, ASSUMPTION AND RELEASEAssignment, Assumption and Release • May 24th, 2005 • Sequiam Corp • Services-prepackaged software • New York
THIS ASSIGNMENT, ASSUMPTION AND RELEASE (this “Agreement”) is made and entered into as of the 18th day of May, 2005, by and among Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”), Sequiam Corporation, a California corporation (the “Borrower”), and Lee Harrison Corbin as Attorney in Fact for the Trust Under the Will of John Svenningsen (the “Trust”).
ContractWarrant Agreement • May 24th, 2005 • Sequiam Corp • Services-prepackaged software • 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 SEQUIAM CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBORDINATION AGREEMENTSubordination Agreement • May 24th, 2005 • Sequiam Corp • Services-prepackaged software • New York
This Subordination Agreement (this “Agreement”) is entered into as of the 18th day of May, 2005, by and among Mark Mroczkowski and Nick VandenBrekel (Mark Mroczkowski and Nick VandenBrekel are collectively referred to herein as the “Subordinated Lenders” and each, a “Subordinated Lender”), and Lee Harrison Corbin, Attorney-in-Fact for the Trust Under the Will of John Svenningsen (the “Senior Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Securities Purchase Agreement referred to below.
ContractPromissory Note • May 24th, 2005 • Sequiam Corp • Services-prepackaged software
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
