COMMON STOCK PURCHASE WARRANT To Purchase 700,000 Shares of Common Stock of Pipeline Data Inc.Securities Agreement • November 10th, 2005 • 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 September 30, 2010, 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”), 700,000 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 10th, 2005 • Pipeline Data Inc • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2005 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 its successors and assigns, the “Purchaser(s)”).
SECURITY AGREEMENTSecurity Agreement • November 10th, 2005 • Pipeline Data Inc • Services-business services, nec • New York
SECURITY AGREEMENT, dated as of September 30, 2005 (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 the holder or holders of the Company’s Senior Subordinated Secured Convertible Notes due September 30, 2008 in the original aggregate principal amount of $2,000,000 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 10th, 2005 • Pipeline Data Inc • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of September 30, 2005, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the Purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Pipeline Data Inc., a Delaware corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2005 • Pipeline Data Inc • Services-business services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 30, 2005, between Pipeline Data Inc., a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2005 • Pipeline Data Inc • Services-business services, nec • New York
WHEREAS, the Company, Subsidiary and the Executive wish to set forth the terms and conditions of the Executive’s employment by the Company under the terms of this Agreement effective as of the closing date contemplated by that certain Acquisition Agreement by and among the parties, dated August 26, 2002 (the “Effective Date”).
Agreement and Plan of Merger By and Among Pipeline Data Inc. Aircharge, Inc. and World Products, Inc. d/b/a Aircharge August 15, 2005Merger Agreement • November 10th, 2005 • Pipeline Data Inc • Services-business services, nec • Delaware
This Agreement and Plan of Merger dated as of August __, 2005 (this “Agreement”) is entered into by and among Pipeline Data Inc., a Delaware corporation (“PPDA”), Aircharge, Inc., a Delaware corporation and wholly owned subsidiary of PPDA (the “Purchaser”), World Products, Inc., an Illinois corporation, doing business as Aircharge (the “Company”), the shareholders of the Company as indicated on Exhibit A hereto (the “Shareholders”). Richard Hoffman and Robert L. Wallace, III are sometimes referred to herein as the “Employee Shareholders.”
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2005 • Pipeline Data Inc • Services-business services, nec • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”), effective as of April, 2004, is entered into between Pipeline Data Inc. (hereinafter the “Company”), a Delaware corporation, and Kevin Smith (hereinafter “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2005 • Pipeline Data Inc • Services-business services, nec • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”), effective as of July 1, 2004, is entered into between Pipeline Data Inc. (hereinafter the “Company”), a Delaware corporation, and Tom Tesmer (hereinafter “Employee”).
SENIOR SUBORDINATED SECURED CONVERTIBLE NOTE DUE SEPTEMBER 30, 2008Convertible Security Agreement • November 10th, 2005 • 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 Subordinated Secured Convertible Notes, due September 30, 2008 (the “Note(s)”).
