REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2006 • Time America Inc • Services-prepackaged software • New York
This Agreement is made pursuant to the Security and Purchase 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 the Grant Shares, the Secured Convertible Term Note and the Warrants referred to therein.
SECURITY AND PURCHASE AGREEMENTSecurity and Purchase Agreement • February 14th, 2006 • Time America Inc • Services-prepackaged software • New York
This Security and Purchase Agreement is made as of January 3, 2006 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”).
ContractWarrant Agreement • February 14th, 2006 • 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.
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • February 14th, 2006 • Time America Inc • Services-prepackaged software • New York
This AMENDED AND RESTATED SUBORDINATION AGREEMENT (this “Amended and Restated Agreement”) is made as of the 30 day of January 3, 2006, 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”) NETEDGE DEVICES, LLC, an Arizona limited liability company (“NetEdge” and, together with Time America-Nevada and Time America-Arizona 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”).
ContractSecured Convertible Term Note • February 14th, 2006 • 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.
OBERON SECURITIESCompensation Agreement • February 14th, 2006 • Time America Inc • Services-prepackaged software • New York
This agreement “the Agreement” shall replace all other agreements between Oberon Securities, LLC and its affiliates and assigns (“Oberon”) and Time America, Inc. and its affiliates and assigns (“Client) with regards to the amount and form of compensation due to Oberon with regards specifically to the January 3, 2006 funding between Client and Laurus Master Fund, Ltd (“Laurus”). With regards to this January 3, 2006 financing, Client and Oberon agree that Oberon, or its assigns, will be due the following compensation:
REAFFIRMATION AND RATIFICATION AGREEMENTReaffirmation and Ratification Agreement • February 14th, 2006 • Time America Inc • Services-prepackaged software • New York
ContractSecured Non-Convertible Revolving Note • February 14th, 2006 • Time America Inc • Services-prepackaged software • 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 TIME AMERICA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
