REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 28, 2009, between Celsia Technologies, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 31, 2010Celsia Technologies, Inc. • February 12th, 2009 • Electronic components, nec • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of Celsia Technologies, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 1395 Brickell Avenue, Suite 800, Miami, Florida, 33131, designated as its Original Issue Discount Senior Secured Convertible Debenture due December 31, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec • New York
This SECURITY AGREEMENT, dated as of January 28, 2009 (this “Agreement”), is among Celsia Technologies, Inc., a Nevada 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 Secured Original Issue Discount Convertible Debentures due December 2010, in the original aggregate principal amount of approximately $1,710,526 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec • New York
SUBSIDIARY GUARANTEE, dated as of January 28, 2009 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Celsia Technologies, Inc., a Nevada corporation (the “Company”) and the Purchasers.
COMMON STOCK PURCHASE WARRANT CELSIA TECHNOLOGIES, INC.Celsia Technologies, Inc. • February 12th, 2009 • Electronic components, nec
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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Celsia Technologies, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2009 among Celsia Technologies, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CONSENT, WAIVER AND AMENDMENTConsent, Waiver and Amendment • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec
THIS CONSENT, WAIVER AND AMENDMENT (this “Agreement”), dated as of January 28, 2009, is entered into by and among Celsia Technologies, Inc., a Nevada corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in the Existing Purchase Agreement (as defined below).
DATED JANUARY 21, 2009 TRUST AGREEMENT Among CELSIA TECHNOLOGIES, INC. CELSIA TECHNOLOGIES TAIWAN, INC. and CHINATRUST COMMERCIAL BANK, LTD., as TrusteeTrust Agreement • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec
WHEREAS, the Settlors desire to engage the Trustee to hold the title and interest in the Trust Assets for the Beneficiaries to secure Celsia USA’s performance of the Contractual Obligations pursuant to this Agreement during the Trust Period; and
INTER-CREDITOR AGREEMENTInter-Creditor Agreement • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec • New York
This INTER-CREDITOR AGREEMENT (the “Agreement”) is made and effective as of January 28, 2009, by and between the holders of the Celsia Technologies, Inc. 8% Secured Convertible Debentures due December 31, 2010 (the “Existing Creditors”) and the New Creditors (as defined below), (the Existing Creditors and the New Creditors are collectively referred to as the “Creditors”).
