REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2004 • Comc Inc • Telephone communications (no radiotelephone) • New York
This Agreement is made pursuant to (i) the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the "Securities Purchase Agreement"), and pursuant to the Note, the Option and the Warrants referred to therein and (ii) the Security Agreement, dated as of the date hereof, by and between the Purchaser, the Company and certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Notes, the Option and the Warrants referred to therein.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • December 13th, 2004 • Comc Inc • Telephone communications (no radiotelephone) • New York
This Stock Pledge Agreement (this “Agreement”), dated as of November 30, 2004, among Laurus Master Fund, Ltd. (the “Pledgee”), COMC, Inc., a Delaware corporation (the “Company”), and each of the other undersigned pledgors (the Company and each such other undersigned pledgor, a “Pledgor” and collectively, the “Pledgors”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • December 13th, 2004 • Comc Inc • Telephone communications (no radiotelephone) • New York
This Agreement (this “Agreement”) is dated as of the 30th day of November, 2004 among COMC, Inc., a Delaware corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"):
ContractCommon Stock Purchase Warrant • December 13th, 2004 • Comc Inc • Telephone communications (no radiotelephone) • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR SUCH SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMC, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractSecured Convertible Term Note • December 13th, 2004 • Comc Inc • Telephone communications (no radiotelephone) • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMC, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
LAURUS MASTER FUND, LTD. ICF COMMUNICATION SOLUTIONS, INC. and COMC, INC. Dated: November 30, 2004Security Agreement • December 13th, 2004 • Comc Inc • Telephone communications (no radiotelephone) • New York
This Security Agreement is made as of November 30, 2004 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), COMC, Inc., a Delaware corporation (“Company”), and ICF Communication Solutions, Inc., a California corporation (“ICF”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • December 13th, 2004 • Comc Inc • Telephone communications (no radiotelephone) • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of COMC, INC., a Delaware corporation (“Debtor”), from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors “ or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of Debtor to Laurus
COMC, INC. SECURITIES PURCHASE AGREEMENT November 30, 2004Securities Purchase Agreement • December 13th, 2004 • Comc Inc • Telephone communications (no radiotelephone) • New York
ContractSecured Convertible Revolving Note • December 13th, 2004 • Comc Inc • Telephone communications (no radiotelephone) • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH SHARES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMC, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
BILL OF SALEBill of Sale • December 13th, 2004 • Comc Inc • Telephone communications (no radiotelephone)
THIS BILL OF SALE is made and delivered pursuant to, and subject to the terms of, the Asset Purchase Agreement dated as of July 14, 2004 (the “Purchase Agreement”), by and between Southwest Century Communications, Inc., a Texas corporation, as Seller, and ICF Communication Solutions, Inc., a California corporation, as Buyer. The terms of the Purchase Agreement are incorporated herein by reference, and each capitalized term used and not otherwise defined in this Bill of Sale has the meaning which the Purchase Agreement assigns to that term.
ContractSecured Convertible Note • December 13th, 2004 • Comc Inc • Telephone communications (no radiotelephone) • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH SHARES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMC, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
COMC, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • December 13th, 2004 • Comc Inc • Telephone communications (no radiotelephone) • New York
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 13th, 2004 • Comc Inc • Telephone communications (no radiotelephone)
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is dated as of November 30, 2004, and is made by and among ICF Communication Solutions, Inc., a California corporation (“Assignee”), and Southwest Century Communications, Inc., a Texas corporation (“Assignor”), in connection with, and subject to the terms of, the Asset Purchase Agreement, dated as of July 14, 2004 (the “Purchase Agreement”), between and among Assignor and Assignee. The terms of the Purchase Agreement are incorporated herein by reference, and each capitalized term used and not otherwise defined in this Agreement has the meaning which the Purchase Agreement assigns to that term.
SUBORDINATION AGREEMENTSubordination Agreement • December 13th, 2004 • Comc Inc • Telephone communications (no radiotelephone) • New York
This Subordination Agreement (this “Agreement”) is entered into as of the 30th day of November, 2004, by and among Frances R. Campbell, Burnham Securities Inc., Randall P. Stern, Peter Graf, Paul Graf, Steven Richman, Janice B. Fuellhart, William M. Burns and George Mallon (collectively, the “Subordinated Lenders” and each, a “Subordinated Lender”), and Laurus Master Fund, Ltd. (the “Senior Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Securities Purchase Agreement and the Security Agreement (as applicable) referred to below.
