SECURITY AGREEMENTSecurity Agreement • April 23rd, 2008 • Tripath Technology Inc • Semiconductors & related devices • New York
This SECURITY AGREEMENT, dated as of January 31, 2008 (this “Agreement”), is among Etelos Incorporated, a Washington corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 6% Secured Convertible Debentures due January 31, 2010, in the original aggregate principal amount of up to $2,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 23rd, 2008 • Tripath Technology Inc • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 31, 2008 between Etelos Incorporated, a Washington corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 23rd, 2008 • Tripath Technology Inc • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2008, between Etelos Incorporated, a Washington corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ETELOS INCORPORATEDSecurity Agreement • April 23rd, 2008 • Tripath Technology Inc • Semiconductors & related devices
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 3 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Etelos Incorporated, a Washington corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
6% SECURED CONVERTIBLE DEBENTURE DUE JANUARY 31, 2010Convertible Security Agreement • April 23rd, 2008 • Tripath Technology Inc • Semiconductors & related devices • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 6% Secured Convertible Debentures of Etelos Incorporated, a Washington corporation, (the “Company”), having its principal place of business at 1900 O’Farrell St., Suite 320, San Mateo, CA 94403, designated as its 6% Secured Convertible Debenture due January 31, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
ETELOS, INCORPORATED BRIDGE BANK, NATIONAL ASSOCIATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 23rd, 2008 • Tripath Technology Inc • Semiconductors & related devices • California
This LOAN AND SECURITY AGREEMENT is entered into as of October 5, 2007, by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and ETELOS, INCORPORATED (“Borrower”).
SETTLEMENT AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSettlement Agreement • April 23rd, 2008 • Tripath Technology Inc • Semiconductors & related devices • California
This Settlement Agreement and General Release of all Claims (“Agreement”) is entered into on December 30, 2007 (the “Effective Date”) by and between:
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 22, 2008 BY AND BETWEEN ETELOS, INCORPORATED TRIPATH TECHNOLOGY INC.Merger Agreement • April 23rd, 2008 • Tripath Technology Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 22, 2008 (this “Agreement”), by and between Tripath Technology Inc., a Delaware corporation (“Tripath”), and Etelos, Incorporated, a Washington corporation (“Etelos”).
From: Jeff Garon and Danny Kolke Subject: Modification of the Agreement of Ownership Equity and Anti-Dilution date 9-19-2007 (copy attached) Dear Don,Modification of the Agreement of Ownership Equity and Anti-Dilution • April 23rd, 2008 • Tripath Technology Inc • Semiconductors & related devices
With regard to the discussion we have recently concluded regarding the terms of anti-dilution as laid out in the above referenced agreement, we respectfully request that you agree through your acknowledgement below to change the following items while leaving all other terms in effect as stated in the 9-19 Agreement:
