SECURITY AGREEMENT LAURUS MASTER FUND, LTD. SPACEDEV, INC. STARSYS, INC. Dated: September 29, 2006Security Agreement • October 5th, 2006 • Spacedev Inc • Guided missiles & space vehicles & parts • New York
This Security Agreement is made as of September 29, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), SPACEDEV, INC., a Colorado corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
ContractSecured Revolving Note • October 5th, 2006 • Spacedev Inc • Guided missiles & space vehicles & parts • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SPACEDEV, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
