SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2011 • Global Axcess Corp • Services-business services, nec • New York
This Securities Purchase Agreement (this "Agreement") is dated as of October 27, 2005 between Global Axcess Corp., a Nevada corporation whose principal place of business is located at 224 Ponte Vedra Park Drive, Ponte Vedra Beach, Florida 32802 (the "Company"), and the Purchaser(s) listed on Schedule A attached hereto (including its successors and assigns, the "Purchasers").
SECURITY AGREEMENTSecurity Agreement • January 28th, 2011 • Global Axcess Corp • Services-business services, nec • New York
SECURITY AGREEMENT, dated as of October 27, 2005 (this "Agreement"), among Global Axcess Corp., a Nevada corporation (the "Company") and all of the Subsidiaries of the Company (such subsidiaries, the "Guarantors") (the Company and Guarantors are collectively referred to as the "Debtors") and the holder or holders of the Company's 9% Senior Subordinated Secured Convertible Notes due October 27, 2010 in the original aggregate principal amount of $3,500,000 (the "Notes"), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the "Secured Parties").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2011 • Global Axcess Corp • Services-business services, nec
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchaser (the "Purchase Agreement").
COMMON STOCK PURCHASE WARRANT To Purchase 910,000 Shares of Common Stock of Global Axcess Corp.Security Agreement • January 28th, 2011 • Global Axcess Corp • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, CAMOFI Master LDC (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 October 27, 2010, the five year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Global Axcess Corp., a Nevada corporation (the "Company"), 910,000 shares (the "Warrant Shares") of Common Stock, $0.001 par value, 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).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • January 28th, 2011 • Global Axcess Corp • Services-business services, nec • Florida
This Separation Agreement and Release (“Agreement”), dated as of October 10, 2006, by and between the parties hereto, David Fann (“Employee”) and Global Axcess Corp (“Employer” or “Company”).
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • January 28th, 2011 • Global Axcess Corp • Services-business services, nec • Florida
THIS CREDIT AND SECURITY AGREEMENT (“Agreement”), dated as of the _____ day of December, 2009, by and among GLOBAL AXCESS CORP., a Nevada corporation (the “Borrower”), and SUNTRUST BANK, a Georgia banking corporation (“Lender”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 28th, 2011 • Global Axcess Corp • Services-business services, nec • Florida
This LOAN AND SECURITY AGREEMENT (“Agreement”), dated this ____ day of December, 2009 made by GLOBAL AXCESS CORP., a Nevada corporation (the "Debtor"), to PROFICIO BANK, a Utah banking association (the "Secured Party").
OFFICE LEASEOffice Lease • January 28th, 2011 • Global Axcess Corp • Services-business services, nec
THIS LEASE (the "Lease"), is made this the 23rd day of March, 2007, by and between SUBURBAN OWNER LLC, a Delaware limited liability company, hereinafter “Landlord” and GLOBAL AXCESS CORP, a Nevada corporation hereinafter “Tenant”:
SETTLEMENT AGREEMENTSettlement Agreement • January 28th, 2011 • Global Axcess Corp • Services-business services, nec
IN THE UNITED STATES DISTRICT COURT, NORTHERN DISTRICT OF TEXAS, DALLAS DIVISIONMediated Settlement Agreement • January 28th, 2011 • Global Axcess Corp • Services-business services, nec
CASH PROVISIONING AGREEMENTCash Provisioning Agreement • January 28th, 2011 • Global Axcess Corp • Services-business services, nec • Minnesota
This CASH PROVISIONING AGREEMENT (“Agreement”) is entered into and is effective this June 1, 2009 by and among U.S. Bank National Association, doing business as Elan Financial Services (“Elan”), with offices located at 1255 Corporate Drive, Irving, TX 75038, Nationwide Money Services with its principal office located at 7800 Belfort Parkway, Suite 165, Jacksonville, FL 32256 (“ATM Owner”), Nationwide Money Services with its principal office located at 7800 Belfort Parkway, Suite 165, Jacksonville, FL 32256 (“ATM Manager”), and Pendum, LLC, with its principal office located at 4610 S. Ulster, Suite 300 Denver, CO 80237 (“Carrier”), each referred to herein as a “Party” and collectively referred to herein as “Parties.”
SUBSIDIARY GUARANTEESubsidiary Guarantee • January 28th, 2011 • Global Axcess Corp • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of October 27, 2005, 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 (the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Global Axcess Corp., a Nevada corporation (the "Company") and the Purchasers.
MASTER NON-REVOLVING LINE OF CREDIT NOTEMaster Non-Revolving Line of Credit Note • January 28th, 2011 • Global Axcess Corp • Services-business services, nec
FOR VALUE RECEIVED, the undersigned (“Borrower”) promises to pay to the order of PROFICIO BANK, a Utah banking corporation (the “Lender”) at its office at 10151 Deerwood Park Boulevard, Building 200, Suite 105, Jacksonville, Florida 32256 (together with any holder of this Master Non-Revolving Line of Credit Note (the “LOC Note”), or such other place as the Lender may designate in writing, the sum of One Million and NO/100 Dollars ($1,000,000.00) or such lesser amount as may be advanced by Lender hereunder, with the principal and interest thereof being due and payable in accordance with the terms of this LOC Note and pursuant to that Loan and Security Agreement, dated of even date (the “Loan Agreement”), executed by Borrower and Lender. Both principal and interest shall be payable in lawful currency of the United States of America.
FIRST MODIFICATION TO SETTLEMENT AGREEMENTSettlement Agreement • January 28th, 2011 • Global Axcess Corp • Services-business services, nec
The parties hereto, CAMOFI Master LDC (“CAMOFI”), and Global Axcess Corp (“Global”), having entered into that certain Settlement Agreement dated August 12, 2008, providing among other things that Global will pay to CAMOFI the sum of $3,700,000 to cancel a certain Note, within 90 days thereof (or on or before November 10, 2008), do hereby agree to extend the closing of the refinancing required in Section D of the Settlement Agreement, to December 31, 2008. All other provisions of the Settlement Agreement shall remain unchanged and in full force and effect.
