EXHIBIT 4.09 SECURITY AGREEMENTSecurity Agreement • April 3rd, 2002 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 4.07 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 26, 2002, among DeMarco Energy Systems of America, Inc., a Utah corporation (the "Company"), and the investors...Registration Rights Agreement • April 3rd, 2002 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 4.08 INTELLECTUAL PROPERTY SECURITY AGREEMENT ---------------------------------------- INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of March 26, 2002, between DeMarco Energy Systems of America, Inc., a Utah corporation (and collectively...Intellectual Property Security Agreement • April 3rd, 2002 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 4.05 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS DEMARCO ENERGY SYSTEMS OF AMERICA, INC. [Transfer Agent Address] Gentlemen: Reference is made to that certain Secured Convertible Debenture Purchase Agreement (the "Purchase Agreement"), dated as of...Irrevocable Transfer Agent Instructions • April 3rd, 2002 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
Reference is made to that certain Secured Convertible Debenture Purchase Agreement (the "Purchase Agreement"), dated as of March 26, 2002, among DeMarco Energy Systems of America, Inc. , a Utah corporation (the "Company"), and the purchasers named therein (the "Holders") pursuant to which the Company is issuing to the Holders its 10% Secured Convertible Debentures (the "Debentures") which shall be convertible into shares of the Company's common stock, $.001 par value per share (the "Common Stock). The shares of Common Stock issuable upon conversion of the Debentures is referred to herein as "Underlying Shares."
EXHIBIT 4.04 NEITHER THIS DEBENTURE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Debenture Agreement • April 3rd, 2002 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the...Secured Convertible Debenture Purchase Agreement • April 3rd, 2002 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
