REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2006 • Pipeline Data Inc • Services-business services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2006, between Pipeline Data Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (the “Purchasers”, and each a “Purchaser”).
COMMON STOCK PURCHASE WARRANT To Purchase 3,600,000 Shares of Common Stock of Pipeline Data Inc.Securities Agreement • August 30th, 2006 • Pipeline Data Inc • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CAMOFI Master LDC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 29, 2011, the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pipeline Data Inc., a Delaware corporation (the “Company”), 3,600,000 shares (the “Warrant Shares”) of Common Stock, $0.001 par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • August 30th, 2006 • Pipeline Data Inc • Services-business services, nec • New York
SECURITY AGREEMENT, dated as of June 29, 2006 (this “Agreement”), among Pipeline Data Inc., a Delaware corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and CAMOFI Master LDC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) under the Purchase Agreement, referred to below, for the benefit of the holder or holders of the Company’s Senior Convertible Secured Notes due June 29, 2010 in the original aggregate principal amount of $37,000,000 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively with the Collateral Agent referred to as, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2006 • Pipeline Data Inc • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2006 between Pipeline Data Inc., a Delaware corporation whose principal place of business is located at 1515 Hancock Street, Suite 301, Quincy, MA 02169 (the “Company”), and each of the Purchaser(s) identified on the signature pages hereto (including their successors and assigns, the “Purchaser(s)”).
SENIOR SECURED CONVERTIBLE NOTE DUE JUNE 29, 2010Convertible Security Agreement • August 30th, 2006 • Pipeline Data Inc • Services-business services, nec • New York
THIS NOTE is one of a series of duly authorized and issued Secured Convertible Notes of Pipeline Data Inc., a Delaware corporation, having a principal place of business at 1515 Hancock Street, Suite 301, Quincy, MA 02169 (the “Company”), designated as its Senior Secured Convertible Notes, due June 29, 2010 (the “Note(s)”).
