SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2008 • Etelos, Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 22, 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”).
COMMON STOCK PURCHASE WARRANT ETELOS, INCORPORATEDSecurity Agreement • May 8th, 2008 • Etelos, 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 APRIL 30, 2010Convertible Security Agreement • May 8th, 2008 • Etelos, 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 April 30, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2008 • Etelos, Inc. • Semiconductors & related devices • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into and effective this 11th day of August, 2007 (the “Effective Date”), by and between Etelos, Inc. a Washington corporation (“Company”), and Jeffery L. Garon (“Employee”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2008 • Etelos, Inc. • Semiconductors & related devices
This Amendment to Registration Rights Agreement (this “Amendment”) is made and entered into as of April 22, 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”).
ContractConvertible Note Agreement • May 8th, 2008 • Etelos, Inc. • Semiconductors & related devices • Washington
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS PURSUANT TO SEC RULE 144 OR UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2008 • Etelos, Inc. • Semiconductors & related devices • Washington
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) made and is entered into as of August 28, 2007, by and between Etelos, Incorporated, a Washington corporation (the “Company”), with its principal office at 200 Mill Ave. South, Suite 400, Renton, WA 98057, and each of the purchasers listed on Exhibit “A” attached hereto (each, a “Purchaser,” and, together, the “Purchasers”).
