ContractCommon Stock Purchase Warrant • December 7th, 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.
TERMINATION OF REGISTRATION RIGHTS AGREEMENTTermination of Registration Rights Agreement • December 7th, 2005 • Apogee Technology Inc • Semiconductors & related devices
Reference is hereby made to that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of August 9, 2005, by and between Apogee Technology, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”), and entered into in connection with that certain Securities Purchase Agreement, dated as of August 9, 2005, by and between the Company and the Purchaser. Any and all capitalized terms used and not otherwise defined herein shall have the meanings as set forth in the Registration Rights Agreement.
Apogee Technology, Inc.Securities Purchase Agreement • December 7th, 2005 • Apogee Technology Inc • Semiconductors & related devices • New York
This letter agreement is in reference to (i) that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of August 9, 2005, by and between Apogee Technology, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Laurus Master Fund, Ltd. (the “Holder”), (ii) that certain Common Stock Purchase Warrant No. (the “Warrant”) issued in connection with the Purchase Agreement, of even date therewith, by and between the Company and the Holder, and (iii) that certain Registration Rights Agreement issued in connection with the Purchase Agreement, of even date therewith, by and between the Company and the Holder (the “Registration Rights Agreement,” and together with the Purchase Agreement and the Warrant, the “Transaction Documents”).
