REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 15, 2009, by and among Zoom Technologies, Inc. a Delaware corporation, with headquarters located at 207 South Street, Boston, Massachusetts 02111 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 21st, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus • New York
This Securities Purchase Agreement (this "Agreement") is dated as of October15, 2009, between Zoom Technologies, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").
ESCROW AGREEMENTEscrow Agreement • October 21st, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus • New York
This ESCROW AGREEMENT (this "Agreement") made as of October 6, 2009 by and among Zoom Technologies, Inc.,(the "Issuer"), Global Hunters Securities, LLC (the "Placement Agent"), whose addresses and other information appear on the Information Sheet (attached hereto as "Exhibit A") attached to this Agreement, and Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, NY 10004 (the "Escrow Agent").
SERIES A COMMON STOCK PURCHASE WARRANT ZOOm TECHNOLOGIES, INC.Security Agreement • October 21st, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus
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 October 15, 2009, (the "Initial Exercise Date") and on or prior to the close of business on the 5 year anniversary of the Issue Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Zoom Technologies, Inc., a Delaware 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). Except as otherwise defined herein, the capitalized terms in this Warrant shall have the meanings set forth in Section 6.
SERIES B COMMON STOCK PURCHASE WARRANT ZOOm TECHNOLOGIES, INC.Securities Agreement • October 21st, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus
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 on which Zoom Technologies, Inc., a Delaware corporation (the "Company") obtains the approval of its stockholders as required by the applicable rules and regulations of The NASDAQ Capital Market (or any successor entity) (the "Required Approvals") with respect to the issuance of any shares of common stock of the in excess of 19.9% of the issued and outstanding Common Stock on the Issue Date, (the "Initial Exercise Date") and on or prior to the close of business on the three (3) month anniversary of the Issue Date; provided, however, that if the Holder is unable to exercise this Warrant in full because of the Beneficial Ownership Limitation (as defined below) set forth in Section 2(e)(i) of this Warrant or because of the Exchange
SERIES D COMMON STOCK PURCHASE WARRANT ZOOm TECHNOLOGIES, INC.Security Agreement • October 21st, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus
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 three (3) month anniversary of the date the Maximum Eligibility Number (as defined in Section 6) is increased; provided, however, that if the Holder is unable to exercise this Warrant in full because of the Beneficial Ownership Limitation (as defined below) set forth in Section 2(e)(i) of this Warrant or because of the Exchange Cap (as defined below) limitation set forth in Section 2(e)(ii), such date shall be extended indefinitely until the Holder can exercise this Warrant in full without breaching the Beneficial Ownership Limitation or the Exchange Cap limitation (the "Termination Date") but not thereafter, to subscribe for and purchase from
VOTING AGREEMENTVoting Agreement • October 21st, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus • New York
VOTING AGREEMENT, dated as of October 15, 2009 (this "Agreement"), by and among Zoom Technologies, Inc., a Delaware corporation (the "Company"), and the stockholders listed on the signature pages hereto under the heading "Stockholders" (each, a "Stockholder" and collectively, the "Stockholders").
