REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2006 • Eagle Broadband Inc • Radio & tv broadcasting & communications equipment • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of March 20, 2006, by and between Eagle Broadband, Inc., a corporation organized under the laws of State of Texas, with its principal executive office at 101 Courageous Drive, League City, TX, 77573-3925,(the “Company”), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).
INVESTMENT AGREEMENTInvestment Agreement • March 22nd, 2006 • Eagle Broadband Inc • Radio & tv broadcasting & communications equipment • Massachusetts
INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of March 20, 2006 by and between Eagle Broadband, Inc., a Texas corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").
SECURITY AGREEMENTSecurity Agreement • March 22nd, 2006 • Eagle Broadband Inc • Radio & tv broadcasting & communications equipment • Massachusetts
SECURITY AGREEMENT (this “Agreement”), dated as of February 10, 2006, by and among Eagle Broadband, Inc., a Texas corporation (“Company”), and Dutchess Private Equities Fund, LP, a Delaware Limited partnership, as the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
Eagle Broadband Inc. This offering consists of $822,500 of the Company’s 5 Year Convertible Debentures convertible into the Company’s Common Stock. SUBSCRIPTION AGREEMENTSubscription Agreement • March 22nd, 2006 • Eagle Broadband Inc • Radio & tv broadcasting & communications equipment • Massachusetts
Convertible Debentures of Eagle Broadband Inc. (the “Company”) are being offered (the “Debentures”). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506 of Regulation D promulgated under the 1933 Act.
DEBENTURE REGISTRATION RIGHTS AGREEMENTDebenture Registration Rights Agreement • March 22nd, 2006 • Eagle Broadband Inc • Radio & tv broadcasting & communications equipment • Massachusetts
DEBENTURE REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2006, by and between Eagle Broadband, Inc., a company organized under the laws of state of Texas (the “Company”), and Dutchess Private Equities Fund, LP (the “Holder”).
WARRANT AGREEMENTWarrant Agreement • March 22nd, 2006 • Eagle Broadband Inc • Radio & tv broadcasting & communications equipment • Massachusetts
Eagle Broadband, Inc., a corporation organized under the laws of the State of Texas (the “Company”), hereby certifies that, for value received from Dutchess Private Equities Fund, L.P. (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of two hundred and forty-six thousand seven hundred and fifty dollars ($246,750) of Common Stock, $.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to the Fixed Conversion Price (as defined in the Debenture Agreement of this date between the Company and the original Holder). The Warrant may be exercised on a cashless basis anytime after issuance through and including the fifth (5th) anniversary of its original issuance (the “Expiration Date”), subject to the following terms and conditions:
Employment Resignation Agreement and ReleaseEmployment Resignation Agreement and Release • March 22nd, 2006 • Eagle Broadband Inc • Radio & tv broadcasting & communications equipment • Texas
This Employment Resignation Agreement and Release (the “Agreement”) is entered into effective as of January 3, 2006, between Eagle Broadband, Inc. (the “Company”) and Eric Blachno (the “Employee”).
SETTLEMENT AGREEMENTSettlement Agreement • March 22nd, 2006 • Eagle Broadband Inc • Radio & tv broadcasting & communications equipment • New York
THIS SETTLEMENT AGREEMENT (this “Agreement”) is entered into as of February 15, 2006 by and among Eagle Broadband, Inc., f/k/a Eagle Wireless International Inc., a Texas corporation (“Eagle”), Link Two Communications, Inc., a Texas corporation acquired by Eagle as a wholly-owned subsidiary (“Link”), and The Tail Wind Fund Ltd. (“Tail Wind”). Eagle, Link and Tail Wind are individually referred to herein as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2006 • Eagle Broadband Inc • Radio & tv broadcasting & communications equipment • Texas
This Employment Agreement ("Agreement") is entered into by Eagle Broadband, Inc. ("Company") and Richard Sanger Jr. ("Employee"), to be effective as of July 21, 2004 (the "Effective Date").
THIS AMENDMENT IS DATED MARCH 20, 2006 TO THE ORIGINAL AGREEMENT DATED FEBRUARY 10, 2006, BELOW. DEBENTURE AGREEMENTOriginal Agreement • March 22nd, 2006 • Eagle Broadband Inc • Radio & tv broadcasting & communications equipment • Massachusetts
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
