REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2006 • Host America Corp • Retail-eating places • 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 Notes and the Warrants referred to therein.
STOCK PLEDGEStock Pledge Agreement • December 26th, 2006 • Host America Corp • Retail-eating places • New York
This Stock Pledge (this “Agreement”), dated as of December 19, 2006, by Host America Corporation, a Colorado corporation (the “Company” or the “Pledgor”) and Shelter Island Opportunity Fund, LLC (each a “Pledgee” and together the “Pledgee”).
ContractSecured Term Note • December 26th, 2006 • Host America Corp • Retail-eating places • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS TERM NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS TERM NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOST AMERICA CORP., THAT SUCH REGISTRATION IS NOT REQUIRED.
HOST AMERICA CORP. SECURITIES PURCHASE AGREEMENT December 19, 2006Securities Purchase Agreement • December 26th, 2006 • Host America Corp • Retail-eating places • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2006, by and among Host America Corp., a Colorado corporation (the “Company”), Shelter Island Opportunity Fund, LLC (the “Purchaser”).
HOST AMERICA CORP. TERM NOTE SECURITY AGREEMENTTerm Note Security Agreement • December 26th, 2006 • Host America Corp • Retail-eating places • New York
SUBSIDIARY GUARANTYSubsidiary Guaranty • December 26th, 2006 • Host America Corp • Retail-eating places • 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 Shelter Island Opportunity Fund, LLC (the “Lender”) to or for the account of Host America Corp., a Colorado corporation (“Debtor”), from time to time and at any time and for other good and valuable consideration and to induce the Lender, 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 the Lender may deem advisable, 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 the Lender, their 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
