AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2007 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
This Agreement is made pursuant to the Security Agreement, dated as of February 1, 2006, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Options referred to therein.
ContractCommon Stock Purchase Warrant • March 7th, 2007 • Conversion Services International Inc • Services-computer programming, data processing, etc. • Delaware
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
ContractWarrant Agreement • March 7th, 2007 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE 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 CONVERSION SERVICES INTERNATIONAL, INC.THAT SUCH REGISTRATION IS NOT REQUIRED.
OMNIBUS AMENDMENT AND WAIVER NO. 2Omnibus Amendment and Waiver • March 7th, 2007 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
This Omnibus Amendment and Waiver No. 2 (this “Amendment”), dated as of March 1, 2007, by and between Conversion Services International, Inc., a Delaware corporation (the “Company”), CSI Sub Corp. (DE), a Delaware corporation (“CSI Sub”), DeLeeuw Associates, Inc., a Delaware corporation (“DeLeeuw” and, together with the Company and CSI Sub, the “Credit Parties” and, each a “Credit Party”) and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”), amends (i) that certain Overadvance Side Letter, dated as of February 1, 2006, by and among the Credit Parties and Laurus (as amended, modified or supplemented from time to time, the “Overadvance Side Letter”) issued in connection with that certain Security Agreement, dated as of February 1, 2006 by and among the Credit Parties and Laurus (as amended, modified or supplemented from time to time, the “Security Agreement”); (ii) the Common Stock Purchase Warrant, issued by the Company to Laurus as of August 16, 2004 (as amended, modified
THIRD EXTENSION AGREEMENTExtension Agreement • March 7th, 2007 • Conversion Services International Inc • Services-computer programming, data processing, etc.
Reference is made hereby to that certain Amended and Restated Senior Subordinated Convertible Promissory Note issued to Sands Brothers Venture Capital LLC by Conversion Services International, Inc. (“CSI”), to that certain Amended and Restated Senior Subordinated Convertible Promissory Note issued to Sands Brothers Venture Capital III LLC by CSI and to that certain Amended and Restated Senior Subordinated Convertible Promissory Note issued to Sands Brothers Venture Capital IV LLC by CSI (the “Notes”). Any capitalized term not defined herein shall have the meaning set forth in the Notes. The Maturity Date in each of the Notes is March 1, 2007. In consideration for the following payment plan agreed to by all the parties hereto, which will satisfy in full all principal and interest payments due under the Notes, Sands Brothers Venture Capital LLC, Sands Brothers Venture Capital III LLC and Sands Brothers Venture Capital IV LLC (the “Funds”) agree to extend the Maturity Date to December 31,
ASSUMPTION, ADOPTION AND CONSENT AGREEMENTAssumption, Adoption and Consent Agreement • March 7th, 2007 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
THIS ASSUMPTION, ADOPTION AND CONSENT AGREEMENT (this “Agreement”) is entered into as of March 1, 2007 by and among CONVERSION SERVICES INTERNATIONAL, INC., a Delaware corporation (“CSI”), CSI SUB CORP. (DE), a Delaware corporation (“CSI Sub”), DELEEUW ASSOCIATES, INC.., a Delaware corporation (“DeLeeuw”) and LAURUS MASTER FUND, LTD. (“Laurus”).
