REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2005 • Apogee Technology Inc • Semiconductors & related devices • 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 Note and the Warrants referred to therein.
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and APOGEE TECHNOLOGY, INC. Dated: August 9, 2005Securities Purchase Agreement • August 15th, 2005 • Apogee Technology Inc • Semiconductors & related devices • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 9, 2005, by and between APOGEE TECHNOLOGY, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
ContractSecured Convertible Term Note • August 15th, 2005 • Apogee Technology Inc • Semiconductors & related devices • 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 APOGEE TECHNOLOGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
APOGEE TECHNOLOGY, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • August 15th, 2005 • Apogee Technology Inc • Semiconductors & related devices • New York
To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands
ContractWarrant Agreement • August 15th, 2005 • Apogee Technology Inc • Semiconductors & related devices • 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 APOGEE TECHNOLOGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractCommon Stock Purchase Warrant • August 15th, 2005 • Apogee Technology Inc • Semiconductors & related devices • 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 APOGEE TECHNOLOGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
GRANT OF SECURITY INTEREST IN PATENTS AND TRADEMARKSGrant of Security Interest • August 15th, 2005 • Apogee Technology Inc • Semiconductors & related devices
THIS GRANT OF SECURITY INTEREST (“Grant”), effected as of August 9, 2005, is executed by Apogee Technology, Inc., a Delaware corporation (the “Grantor”), in favor of Laurus Master Fund, Ltd. (the “Secured Party”).
