ContractCommon Stock Purchase Warrant • July 20th, 2005 • Elinear Inc • Services-computer integrated systems design • 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 UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ELINEAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUPPLEMENTSecurities Purchase Agreement • July 20th, 2005 • Elinear Inc • Services-computer integrated systems design
This Supplement, dated July 14, 2005, by and between eLinear, Inc., a Delaware corporation (the “Company”), and [___________] (the “Purchaser”), amends that certain Securities Purchase Agreement, dated February 28, 2005, by and between the Company and Purchaser (the “Securities Purchase Agreement”); that certain Registration Rights Agreement, dated February 28, 2005, by and between the Company and the Purchaser (the “Registration Rights Agreement”); and that certain Secured Convertible Term Note, dated February 28, 2005, by the Company in favor of Purchaser for the total principal amount of $5,000,000 (the “Note”); the Restricted Account Side Agreement, dated February 28, 2005, by and between the Company and Purchaser (the “Restricted Account Side Letter”, collectively, with the Security Purchase Agreement, the Related Agreements (as defined in the Securities Purchase Agreement), the Note, and the Registration Rights Agreement, the “Funding Documents”).
ContractSecured Convertible Term Note • July 20th, 2005 • Elinear Inc • Services-computer integrated systems design • 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 UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ELINEAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
