REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2004 • Time America Inc • 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 Note and the Warrants referred to therein.
ContractCommon Stock Purchase Warrant • April 7th, 2004 • Time America Inc • 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 TIME AMERICA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
EXHIBIT E SUBORDINATION AGREEMENTSubordination Agreement • April 7th, 2004 • Time America Inc • Services-prepackaged software • New York
This SUBORDINATION AGREEMENT (this “Agreement”) is made as of the day of March , 2004, by and among JOSEPH L. SIMEK (“Mr. Simek”), FRANCES L. SIMEK (“Mrs. Simek” and together with Mr. Simek, the “Subordinated Lenders”), TIME AMERICA, INC., a Nevada corporation (“Borrower”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Senior Lender”).
TIME AMERICA, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2004 • Time America Inc • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 22, 2004, by and between TIME AMERICA, INC., a Nevada corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).
ContractSecured Convertible Term Note • April 7th, 2004 • Time America Inc • Services-prepackaged software • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF 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 TIME AMERICA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
GUARANTYGuaranty • April 7th, 2004 • Time America Inc • Services-prepackaged software • New York
FOR VALUE RECEIVED, and in consideration of loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Lender”) to or for the account of Time America, Inc., a Nevada corporation (the “Borrower”) from time to time and at any time, and in consideration for the repayment by the Borrower of the loan of the Borrower in the aggregate principal amount of $2,000,000 and for other good and valuable consideration, and to induce Lender, in its discretion, to make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Lender may deem advisable, Time America, Inc., an Arizona corporation and wholly owned subsidiary of the Borrower (the “Guarantor”) unconditionally guaranties to Lender, and its 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 all kinds o
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 7th, 2004 • Time America Inc • Services-prepackaged software • New York
STOCK PLEDGE AGREEMENT (the “Agreement”) dated this 22nd day of March, 2004, made by and between Time America, Inc., a Nevada corporation (“Pledgor”), and Laurus Master Fund, Ltd., a Cayman Islands company, the holder (the “Noteholder”) of a term note of even date herewith issued by the Pledgor in favor of the Noteholder in the aggregate principal amount of $2,000,000 (the “Term Note”).
TIME AMERICA, INC. SECURITY AGREEMENTSecurity Agreement • April 7th, 2004 • Time America Inc • Services-prepackaged software • New York
