REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2007 • Sequiam Corp • Services-computer integrated systems design
This Registration Rights Agreement is made pursuant to the Agreement dated as of the date hereof between the Company and Biometrics (the “Agreement”).
COMMON SHARES PURCHASE WARRANT To Purchase 65,719,041 Common Shares of SEQUIAM CORPORATIONSequiam Corp • April 5th, 2007 • Services-computer integrated systems design
THIS COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Biometrics Investors, L.L.C., a Delaware limited liability company (“Biometrics”), 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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sequiam Corporation, a California corporation (the “Company”), up to 65,719,041 common shares (the “Warrant Shares”), par value $.001 per share, of the Company (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
TERM NOTE BSequiam Corp • April 5th, 2007 • Services-computer integrated systems design
This Note was delivered pursuant to that certain Agreement, as it may be amended from time to time, together with all exhibits thereto, dated March 30, 2007 between Lender and Borrower (the “Agreement”). All terms which are capitalized and used herein (which are not otherwise defined herein) shall have the meaning ascribed to such term in the Agreement.
SUBSIDIARY GUARANTYSubsidiary Guaranty • April 5th, 2007 • Sequiam Corp • Services-computer integrated systems design • Illinois
FOR VALUE RECEIVED, and in consideration of the loans made or to be made or credit otherwise extended or to be extended by Biometrics Investors, L.L.C., a Delaware limited liability Company ("Lender") to or for the account of Sequiam Corporation, a California corporation ("Debtor"), from time to time and at any time and for other good and valuable consideration and to induce Lender, in its discretion, to make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Lender may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors “ or “the undersigned”) unconditionally guaranties to Lender, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of De
MASTER SECURITY AGREEMENTMaster Security Agreement • April 5th, 2007 • Sequiam Corp • Services-computer integrated systems design • Illinois
Biometrics Investors, L.L.C. (the "Lender") is the holder of a note which was made by Sequiam Corporation, a California Corporation (the "Borrower") and which has an outstanding balance as of the date of this Security Agreement, including principal and accrued interest, of $3,965,119.00 (the "Prior Note"). Subject to the terms and conditions of that certain Agreement dated as of the date hereof (the "Agreement") among Lender, as lender, and Borrower, as borrower, Lender has agreed to extend a term loan to Borrower in the amount of $2,500,000 ("Term Loan A") which loan would be consolidated with the indebtedness evidenced by the Prior Note and evidenced by a new note in the face amount of $6,500,000 ("Term Note A"). Subject to the terms and conditions of the Agreement, Lender is scheduled to extend a separate term loan to Borrower in the amount of $5,000,000 ("Term Loan B" and collectively with Term Loan A, the "Loans") evidenced by a note in such amount ("Term Note B"). As security for
SUBORDINATION AGREEMENTSubordination Agreement • April 5th, 2007 • Sequiam Corp • Services-computer integrated systems design • Illinois
This Subordination Agreement (this "Subordination Agreement") is entered into as of the 30th day of March, 2007, by and among Mark Mroczkowski and Nick VandenBrekel (Mark Mroczkowski and Nick VandenBrekel are collectively referred to herein as the “Subordinated Lenders” and each, a "Subordinated Lender"), and Biometrics Investors, L.L.C., a Delaware limited liability company (the "Senior Lender"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Agreement referred to below.
SECOND AMENDED AND RESTATED STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 5th, 2007 • Sequiam Corp • Services-computer integrated systems design • Illinois
This Second Amended and Restated Stock Pledge Agreement (this “Pledge Agreement”), dated as of March 30, 2007, among Biometrics Investors, L.L.C. a Delaware limited liability company ("Pledgee"), Sequiam Corporation, a California corporation (the "Company"), and each of the other undersigned pledgors (the Company and each such other undersigned pledgor, a "Pledgor” and collectively, the "Pledgors").
AGREEMENTAgreement • April 5th, 2007 • Sequiam Corp • Services-computer integrated systems design • Illinois
THIS AGREEMENT (“Agreement”) is made as of this the 30th day of March, 2007 by and between BIOMETRICS INVESTORS, L.L.C., a Delaware limited liability company (“Lender”), and SEQUIAM CORPORATION, a California corporation (“Borrower”).
SHAREHOLDERS AGREEMENTShareholders Agreement • April 5th, 2007 • Sequiam Corp • Services-computer integrated systems design • California
THIS SHAREHOLDERS AGREEMENT (this “Shareholders Agreement”) is made as of March 30, 2007 by and among Sequiam Corporation, a California corporation (the “Company”); Biometrics Investors, L.L.C., a Delaware limited liability company (“Biometrics”); and such other shareholders of the Company that become a party hereto from time to time (collectively referred to as the “Shareholders” and individually as a “Shareholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.
TERM NOTE ASequiam Corp • April 5th, 2007 • Services-computer integrated systems design
This Note was delivered pursuant to that certain Agreement, as it may be amended from time to time, together with all exhibits thereto, dated March 30, 2007 between Lender and Borrower (the “Agreement”). All terms which are capitalized and used herein (which are not otherwise defined herein) shall have the meaning ascribed to such term in the Agreement.
WAIVER AND CONSENTWaiver and Consent • April 5th, 2007 • Sequiam Corp • Services-computer integrated systems design
Reference is made to that certain Securities Purchase Agreement, dated as of May 17, 2006, by and among Sequiam Corporation, a California corporation (the “Company”) and the investors (the “Investors”) identified therein, as amended by that certain Amendment and Additional Issuance Agreement, dated as of June 21, 2006 (the “Purchase Agreement”), to that certain Amended and Restated Certificate of Determination of Preferences, Rights and Limitations of Series B 10% Convertible Preferred Stock, filed with the Secretary of State of the State of California on May 9, 2006 (the “Certificate”), those certain common stock purchase warrants issued to each Investor (the “Warrants”), and to that certain Registration Rights Agreement, dated as of May 17, 2006, by and among the Company and the Investors (the “Registration Rights Agreement”).
WAIVER AND CONSENTWaiver and Consent • April 5th, 2007 • Sequiam Corp • Services-computer integrated systems design
Reference is made to that certain Securities Purchase Agreement, dated as of November 30, 2005, by and among Sequiam Corporation, a California corporation (the “Company”) and the investors (the “Investors”) identified therein (the “Purchase Agreement”) and those certain common stock purchase warrants issued to each Investor (the “Warrants”).
