THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Imaging Technologies Corp/Ca • February 15th, 2002 • Computer communications equipment • New York
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations...Registration Rights Agreement • February 15th, 2002 • Imaging Technologies Corp/Ca • Computer communications equipment • New York
EXHIBIT 10(F) THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES...Imaging Technologies Corp/Ca • February 15th, 2002 • Computer communications equipment
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY 22, 2002, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT. Right to Purchase 5,421,686 Shares of Common Stock, par value $0.005 per share
CONVERTIBLE NOTE PURCHASE AGREEMENT This CONVERTIBLE NOTE PURCHASE AGREEMENT (the "Agreement") is dated as of November 7, 2001 by and between Imaging Technologies Corporation, a Delaware corporation (the "Company"), and the Purchaser of the...Convertible Note Purchase Agreement • February 15th, 2002 • Imaging Technologies Corp/Ca • Computer communications equipment
TERMINATION -Termination by Mutual Consent. This Agreement may be terminated at any -------------------------------- time prior to the Closing Date by the mutual written consent of the Company and the Purchaser. -Other Termination. This Agreement may be terminated by the action of the ------------------ Board of Directors of the Company or by the Purchaser at any time if the Closing shall not have been consummated by December 31, 2001, as long as the failure to so consummate is not the fault of the terminating party. - Effect of Termination. In the event of termination by the Company or the ---------------------- Purchaser, written notice thereof shall forthwith be given to the other party and the transactions contemplated by this Agreement and the Registration Rights Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 7.1 or 7.2 herein, this Agreement shall become void and of no further force and effect, except f
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of January 22, 2002, by and among IMAGING TECHNOLOGIES CORPORATION, a Delaware corporation, with its headquarters located at 15175 Innovation Drive, San Diego,...Registration Rights Agreement Registration Rights Agreement • February 15th, 2002 • Imaging Technologies Corp/Ca • Computer communications equipment • New York
If to an Investor: to the address set forth immediately below such Investor's name on the signature pages to the Securities Purchase Agreement. With a copy to: Bristol DLP, LLC Investment Manager 6363 Sunset Blvd., Fifth Floor Hollywood, California 90028 Attention: Amy Wang Telephone: 323-769-2852 Facsimile: 323-468-8307 Email: amy@bristolcompanies.com
THIS TRANSACTION FEE AGREEMENT is made as of the 22nd day of January, 2002 BETWEEN: IMAGING TECHNOLOGIES CORPORATION 15175 Innovation Drive San Diego, California 92128 (the "Company") OF THE FIRST PART AND: ALEXANDER DUNHAM SECURITIES, INC. 10850...Transaction Fee Agreement • February 15th, 2002 • Imaging Technologies Corp/Ca • Computer communications equipment
Each party shall provide notice to the other party of any change in address. g. Successors and Assigns. This Agreement shall be binding upon and ------------------------ inure to the benefit of the parties and their successors and assigns. Neither the...Securities Purchase Agreement Securities Purchase Agreement • February 15th, 2002 • Imaging Technologies Corp/Ca • Computer communications equipment • New York
Jenkens & Gilchrist Parker Chapin, LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174 Attention: Christopher S. Auguste, Esq. Telephone: 212-704-6000 Facsimile: 212-704-6288
EXHIBIT 10(E) THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES...Imaging Technologies Corp/Ca • February 15th, 2002 • Computer communications equipment
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY 22, 2002, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of January 22, 2002, by and --------- among IMAGING TECHNOLOGIES CORPORATION, a Delaware corporation ("Company"), and ------- the secured parties signatory hereto and their respective...Security Agreement Security Agreement • February 15th, 2002 • Imaging Technologies Corp/Ca • Computer communications equipment
With copies to: Jenkens & Gilchrist Parker Chapin, LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174 Attention: Christopher S. Auguste, Esq. Facsimile: 212-704-6288
