Senior Subordinated Note due January 31, 2013Dpac Technologies Corp • February 5th, 2008 • Semiconductors & related devices • Ohio
This is the Senior Subordinated Note due January 31, 2013 (the “Note”) provided for in the Senior Subordinated Note and Warrant Purchase Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) by and between the Payee, as purchaser, and the Makers, as sellers.
ACKNOWLEDGEMENT AGREEMENTAcknowledgement Agreement • February 5th, 2008 • Dpac Technologies Corp • Semiconductors & related devices • Ohio
This ACKNOWLEDGEMENT AGREEMENT (herein called the “Agreement”) is entered into as of January 31, 2008, by and between CANAL MEZZANINE PARTNERS, L.P., 1737 Georgetown Road, Suite A, Hudson, Ohio 44236 (herein called the “Purchaser”) and DEVELOPMENT CAPITAL VENTURE, L.P., Virginia Gateway Professional Building, 7500 Iron Bar Lane, Suite 209, Gainesville, VA with mailing address of P.O. Box 399, Catharpin, VA 20143-0399 (herein called “DCV”).
SECURITY AGREEMENTSecurity Agreement • February 5th, 2008 • Dpac Technologies Corp • Semiconductors & related devices
THIS SECURITY AGREEMENT (the “Agreement”) is made on January 31, 2008, by and between DPAC TECHNOLOGIES CORP., a California corporation (the “Company”), and QUATECH, Inc., an Ohio corporation (“Quatech”, together with the Company herein collectively or individually, as the context so requires, the “Debtor” or the “Debtors”), and CANAL MEZZANINE PARTNERS, L.P., a Delaware limited partnership (the “Secured Party”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 5th, 2008 • Dpac Technologies Corp • Semiconductors & related devices
The undersigned, DEVELOPMENT CAPITAL VENTURES, L.P. (the “Investor”), hereby agrees with DPAC Technologies Corp., a California corporation (the “Company”), as follows:
ACKNOWLEDGEMENT AGREEMENTAcknowledgement Agreement • February 5th, 2008 • Dpac Technologies Corp • Semiconductors & related devices • Ohio
This ACKNOWLEDGEMENT AGREEMENT (herein called the “Agreement”) is entered into as of January 30, 2008, by and between FIFTH THIRD BANK, 121 South Main Street, Akron, Ohio 44308 (herein called “Bank”) and DEVELOPMENT CAPITAL VENTURE, L. P., Virginia Gateway Professional Building, 7500 Iron Bar Lane, Suite 209 ,Gainesville, VA with mailing address of PO Box 399, Catharpin, VA 20143-0399 (herein called “DCV”).
DPAC Technologies Corp. Co-Sale Agreement Dated as of January 31, 2008Sale Agreement • February 5th, 2008 • Dpac Technologies Corp • Semiconductors & related devices
This CO-SALE AGREEMENT dated as of January 31, 2008 (the “Agreement”) by and among DPAC Technologies Corp., a California corporation (the “Company”), Development Capital Ventures, LP, a Delaware limited partnership (“DCP”), William Roberts, an individual, and Steven D. Runkel, an individual (together with any future holder of Shares, individually, a “Shareholder” and collectively, the “Shareholders”), and Canal Mezzanine Partners, L.P., a Delaware limited partnership (the “Holder”), is provided for and entered into pursuant to the Senior Subordinated Note and Warrant Purchase Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and between the Company, Quatech, Inc., an Ohio corporation and wholly owned subsidiary of the Company, and the Holder. The Company, the Shareholders and the Holder are referred to collectively as the “Parties” and individually as a “Party”.
SECURITY AGREEMENTSecurity Agreement • February 5th, 2008 • Dpac Technologies Corp • Semiconductors & related devices • Ohio
As of January 30, 2008, Company and Bank (as herein defined), in consideration of the premises, and the covenants and agreements contained herein, hereby mutually agree as follows:
CREDIT AGREEMENTCredit Agreement • February 5th, 2008 • Dpac Technologies Corp • Semiconductors & related devices • Ohio
DPAC TECHNOLOGIES CORP., a California corporation (the “Company”), and QUATECH, INC. an Ohio corporation (together with the Company herein collectively or individually, as the context so requires, called the “Borrower” and together called the “Borrowers”), each with their principal office located at 5765 Hudson Industrial Parkway, Hudson Ohio 44236, and FIFTH THIRD BANK, a Ohio banking corporation (the “Bank”), with an office located at 121 South Main Street, Akron, Ohio 44308, for valuable consideration received to their satisfaction, hereby mutually agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2008 • Dpac Technologies Corp • Semiconductors & related devices • Ohio
This REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made and entered into as of January 31, 2008 by and between DPAC TECHNOLOGIES CORP., a California corporation (the “Company”), and Canal Mezzanine Partners, L.P. (“Investor”).
Quatech, Inc. and DPAC Technologies Corp. Senior Subordinated Note And Warrant Purchase Agreement Dated as of January 31, 2008Warrant Purchase Agreement • February 5th, 2008 • Dpac Technologies Corp • Semiconductors & related devices • Ohio
This is a SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT dated as of January 31, 2008 (the “Purchase Agreement”) by and between Quatech, Inc., an Ohio corporation (“Quatech”) and DPAC Technologies Corp., a California corporation (“DPAC”, together with Quatech and their successors and assigns, each individually the “Company”, and collectively, the “Companies”), as sellers, and Canal Mezzanine Partners, L.P., a Delaware limited partnership (together with its successors and assigns, the “Purchaser”), as purchaser. The Companies and the Purchaser are referred to collectively as the “Parties”, and individually as a “Party”.
SUBORDINATION AGREEMENT (CANAL MEZZANINE PARTNERS, L.P.)Subordination Agreement • February 5th, 2008 • Dpac Technologies Corp • Semiconductors & related devices
To induce Fifth Third Bank (“Bank”) to establish a credit facility for making loans and extending credit from time to time for the benefit of DPAC Technologies Corp., a California corporation, and Quatech, Inc. an Ohio corporation (collectively, together with each of their successors and permitted assigns, herein collectively referred to as the “Borrowers” and each individually referred to a “Borrower”) as a pursuant to the terms of that certain Credit Agreement among Borrowers and Bank as of even date herewith (as hereafter amended, extended, modified, supplemented, restated, or replaced from time to time, the “Loan Agreement”), and to induce the undersigned to make loans to and for the benefit of Borrowers pursuant to the terms of the SubDebt Agreement (as defined below), the undersigned, intending to be legally bound, hereby agrees as follows:
