REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 25, 2004, by and between SpaceDev, Inc., a Colorado corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser")....Registration Rights Agreement • August 30th, 2004 • Spacedev Inc • Guided missiles & space vehicles & parts • New York
August 25, 2004 Via Telecopier --------------- SpaceDev, Inc. 13855 Stowe Drive Poway, CA 92064 Attention: Richard B. Slansky Re: Letter Agreement Dear Mr. Slansky: Reference is hereby made to that certain Security Agreement dated June 3, 2003 by and...Letter Agreement • August 30th, 2004 • Spacedev Inc • Guided missiles & space vehicles & parts
Reference is hereby made to that certain Security Agreement dated June 3, 2003 by and between SpaceDev, Inc. (the "Company") and Laurus Master Fund, Ltd. ("Laurus") (the "Security Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Security Agreement. Laurus is hereby agrees to convert $1,500,000 aggregate principal amount outstanding on the Note on the date hereof into the Company's Common Stock at a Fixed Conversion Price of $0.85 per share for the first $500,000 and $1.00 per share for the remaining $1 million on or before December 31, 2004 (the "Conversion"). The Company shall use its best efforts to file on or before September 30, 2004, a post effective amendment to its registration statement No. 333-116766 on Form SB-2 declared effective by the SEC on July 1, 2004, to register a sufficient number of shares of the Company's Common Stock underlying the Conversion.
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. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED...Warrant Agreement • August 30th, 2004 • Spacedev Inc • Guided missiles & space vehicles & parts • New York
PAGESecurities Purchase Agreement • August 30th, 2004 • Spacedev Inc • Guided missiles & space vehicles & parts • New York
