REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2005 • Time America Inc • Services-prepackaged software • New York
This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to each Note and the Warrants referred to therein.
ContractWarrant Agreement • July 22nd, 2005 • 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.
SECURITY AGREEMENTSecurity Agreement • July 22nd, 2005 • Time America Inc • Services-prepackaged software • New York
This Security Agreement is made as of June 23, 2005 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), TIME AMERICA, INC., a Nevada 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 Convertible Minimum Borrowing Note • July 22nd, 2005 • 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.
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • July 22nd, 2005 • Time America Inc • Services-prepackaged software • New York
This AMENDED AND RESTATED SUBORDINATION AGREEMENT (this “Amended and Restated Agreement”) is made as of the 23rd day of June, 2005, 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 (“Time America-Nevada”), TIME AMERICA, INC., an Arizona corporation (“Time America-Arizona”, and, together with Time America-Nevada and each of their respective subsidiaries acqiured or formed after the date hereof, “Borrower”) and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Senior Lender”).
GRANT OF SECURITY INTEREST IN PATENTS AND TRADEMARKSGrant of Security Interest in Patents and Trademarks • July 22nd, 2005 • Time America Inc • Services-prepackaged software
THIS GRANT OF SECURITY INTEREST (“Grant”), effected as of June 23, 2005, is executed by Time America, Inc., a Nevada corporation (the “Grantor”), in favor of Laurus Master Fund, Ltd. (the “Secured Party”).
AMENDED AND RESTATED STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 22nd, 2005 • Time America Inc • Services-prepackaged software • New York
STOCK PLEDGE AGREEMENT (the “Agreement”) dated this 22nd day of March, 2004, and amended and restated this 23rd day of June, 2005, made by and among Time America, Inc., a Nevada corporation (the “Company”), and each of the other undersigned parties (other than the Noteholder (as defined below)) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Noteholder”).
ContractSecured Revolving Note • July 22nd, 2005 • 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.
AMENDMENTSecured Convertible Term Note Amendment • July 22nd, 2005 • Time America Inc • Services-prepackaged software • New York
This Amendment (this “Amendment”), dated as of June 23, 2005, is entered into by and between TIME AMERICA, INC., a Nevada corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of that certain Secured Convertible Term Note, dated March 22, 2004 (as amended, modified or supplemented from time to time, the ”Term Note”) issued by the Company to Laurus. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Term Note.
