LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLC 825 Third Avenue New York, New York 10022 August 17, 2006 VIA TELECOPY AND FEDERAL EXPRESS (Next Day Delivery) To the Parties on Attached Schedule A Re: Default Notice Ladies and Gentlemen:...Security and Purchase Agreement • August 22nd, 2006 • Thomas Equipment, Inc. • Construction machinery & equip
SECURITY AND PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and JAGGED PEAK, INC. Dated as of: December 14, 2006Security and Purchase Agreement • March 26th, 2007 • Jagged Peak, Inc. • Services-prepackaged software • New York
This Security and Purchase Agreement is made as of December 14, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), JAGGED PEAK, INC., a Nevada corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
BACKGROUNDSecurity and Purchase Agreement • April 14th, 2006 • Xstream Beverage Network, Inc. • Beverages • New York
SECURITY AND PURCHASE AGREEMENTSecurity and Purchase Agreement • October 24th, 2006 • Ronco Corp • Retail-nonstore retailers • New York
OMNIBUS AMENDMENTSecurity and Purchase Agreement • August 14th, 2007 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • New York
This Omnibus Amendment (this “Amendment”), dated as of June 21, 2007, is entered into by PROXYMED, INC., a Florida corporation (the “Parent”), ProxyMed Transaction Services, LLC, a Delaware limited liability company (the “Company”), PlanVista Corporation, a Delaware corporation (“PlanVista”), Plan Vista Solutions, Inc., a New York corporation (“PVS”) and National Network Services, LLC, a Delaware limited liability company (“NNS”, and together with the Company, PTS, PlanVista and PVS, the “Credit Parties” and each, a “Credit Party”) and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of each of (i) that certain Security and Purchase Agreement, dated as of December 6, 2005, by and among the Parent, PTS, PlanVista, PVS and NNS (as amended, modified or supplemented from time to time, the “Security Agreement”), (ii) that certain Secured Revolving Note, dated as of December 6, 2005, issued by the Company and each of the other Credit Partie
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLCSecurity and Purchase Agreement • November 22nd, 2005 • Thomas Equipment, Inc. • Construction machinery & equip • New York
Reference is made to the Security and Purchase Agreement dated as of November 9, 2004 (as amended, restated, modified and supplemented from time to time, the “Agreement”) among Thomas Equipment, Inc. (f/k/a Maxim Mortgage Corporation) (“Thomas Equipment”) and Thomas Ventures, Inc. (“Thomas Ventures”) (Thomas Equipment and Thomas Ventures, each a “Company” and collectively, “Companies”) and Laurus Master Fund., Ltd. (“Laurus”). Capitalized terms used herein that are not defined shall have the meanings given to them in the Agreement.
AGREEMENTSecurity and Purchase Agreement • July 20th, 2006 • Miscor Group, Ltd. • Services-miscellaneous repair services
This AGREEMENT (this “Agreement”), dated as of July 14, 2006, is entered into by and among MISCOR GROUP, LTD. (formally known as Magnetech Integrated Services Corp.), an Indiana corporation (the "Company"), each subsidiary of the Company set forth on Schedule A hereto (the Company and each such subsidiary of the Company, collectively, the “Credit Parties” and each, a “Credit Party”) and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending the terms of that certain Security and Purchase Agreement, dated as of August 24, 2005 (as amended, modified or supplemented from time to time, the “Security Agreement”), by and among the Credit Parties, certain former indirect subsidiaries of the Company, and Laurus. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement.
SECURITY AND PURCHASE AGREEMENTSecurity and Purchase Agreement • February 20th, 2007 • Thomas Equipment, Inc. • Construction machinery & equip • New York
This Security and Purchase Agreement is made as of January 17, 2007 (this “Agreement”) by and among FEDERAL PARTNERS, L.P., a Delaware limited partnership (“Federal Partners”), THOMAS EQUIPMENT, INC., a Delaware corporation (“Company”), THOMAS VENTURES, INC., a Delaware corporation (“Thomas Ventures”) and such other subsidiaries of Company named herein or which hereafter become a party hereto (Thomas Ventures and such other subsidiaries, each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”).
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLCSecurity and Purchase Agreement • August 21st, 2007 • Thomas Equipment, Inc. • Construction machinery & equip • New York
Reference is made to (a) the Security and Purchase Agreement dated as of November 9, 2004 (as amended, restated, modified and supplemented from time to time, the “Agreement”) among Thomas Equipment, Inc. (f/k/a Maxim Mortgage Corporation) (“Thomas Equipment”) and Thomas Ventures, Inc. (“Thomas Ventures”) (Thomas Equipment and Thomas Ventures, each a “Company” and collectively, “Companies”) and Laurus Master Fund, Ltd. (“Laurus”) and (b) the Default Notice dated August 17, 2006 (the “Default Notice”) from Laurus to the Companies and certain other parties listed therein. Capitalized terms used herein that are not defined shall have the meanings given to them in the Agreement.
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLCSecurity and Purchase Agreement • November 22nd, 2005 • Thomas Equipment, Inc. • Construction machinery & equip • New York
Reference is made to the Security and Purchase Agreement dated as of November 9, 2004 (as amended, restated, modified and supplemented from time to time, the “Agreement”) among Thomas Equipment, Inc. (f/k/a Maxim Mortgage Corporation) (“Thomas Equipment”) and Thomas Ventures, Inc. (“Thomas Ventures”) (Thomas Equipment and Thomas Ventures, each a “Company” and collectively, “Companies”) and Laurus Master Fund., Ltd. (“Laurus”). Capitalized terms used herein that are not defined shall have the meanings given to them in the Agreement.
SECURITY AND PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. SILICON MOUNTAIN MEMORY, INCORPORATED and VCI SYSTEMS, INC. Dated: September 25, 2006Security and Purchase Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
This Security and Purchase Agreement is made as of September 25, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), SILICON MOUNTAIN MEMORY, INCORPORATED, a Colorado corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
AGREEMENTSecurity and Purchase Agreement • April 19th, 2006 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
This AGREEMENT (this “Agreement”), dated as of October 19, 2005, is entered into by and between MISCOR GROUP, LTD. (formally known as Magnetech Integrated Services Corp.), an Indiana corporation (the "Company"), each subsidiary of the Company set forth on Schedule A hereto (the Company and each such subsidiary of the Company, collectively, the “Credit Parties” and each, a “Credit Party”) and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending the terms of (x) that certain Security and Purchase Agreement, dated as of August 24, 2005 (as amended, modified or supplemented from time to time, the “Security Agreement”) by and among the Credit Parties and Laurus and (y) the Ancillary Agreements referred to in, and defined in, the Security Agreement (as amended, modified or supplemented from time to time, the “Ancillary Agreements” and each, an “Ancillary Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to suc
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLCSecurity and Purchase Agreement • February 20th, 2007 • Thomas Equipment, Inc. • Construction machinery & equip • New York
Reference is made to (a) the Security and Purchase Agreement dated as of November 9, 2004 (as amended, restated, modified and supplemented from time to time, the “Agreement”) among Thomas Equipment, Inc. (f/k/a Maxim Mortgage Corporation) (“Thomas Equipment”) and Thomas Ventures, Inc. (“Thomas Ventures”) (Thomas Equipment and Thomas Ventures, each a “Company” and collectively, “Companies”) and Laurus Master Fund, Ltd. (“Laurus”) and (b) the Default Notice dated August 17, 2006 (the “Default Notice”) from Laurus to the Companies and certain other parties listed therein. Capitalized terms used herein that are not defined shall have the meanings given to them in the Agreement.
AGREEMENTSecurity and Purchase Agreement • November 2nd, 2005 • Thomas Equipment, Inc. • Construction machinery & equip • New York
AGREEMENT, dated as of October 28, 2005 (the “Agreement”), by and among Thomas Equipment, Inc., a Delaware corporation (“Thomas Equipment”), Thomas Ventures, Inc., a Delaware corporation (“Thomas Ventures” and together with Thomas Equipment, each a “Company” and collectively the “Companies”) and Laurus Master Fund, Ltd. (“Laurus”).
Gryphon Master Fund, L.P. Suite 490 Dallas, Texas 75201Security and Purchase Agreement • July 8th, 2005 • 360 Global Wine Co • Beverages • Texas
This letter agreement (this “Letter Agreement”) shall confirm our understanding with respect to certain matters in connection with the Subordination Agreement. As a material condition for Gryphon to enter into the Subordination Agreement, the following has been agreed to by Gryphon, the Company and Viansa and acknowledged by Laurus:
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLCSecurity and Purchase Agreement • June 27th, 2007 • Thomas Equipment, Inc. • Construction machinery & equip • New York
Reference is made to (a) the Security and Purchase Agreement dated as of November 9, 2004 (as amended, restated, modified and supplemented from time to time, the “Agreement”) among Thomas Equipment, Inc. (f/k/a Maxim Mortgage Corporation) (“Thomas Equipment”) and Thomas Ventures, Inc. (“Thomas Ventures”) (Thomas Equipment and Thomas Ventures, each a “Company” and collectively, “Companies”) and Laurus Master Fund, Ltd. (“Laurus”) and (b) the Default Notice dated August 17, 2006 (the “Default Notice”) from Laurus to the Companies and certain other parties listed therein. Capitalized terms used herein that are not defined shall have the meanings given to them in the Agreement.
SECURITY AND PURCHASE AGREEMENTSecurity and Purchase Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New York
BACKGROUNDSecurity and Purchase Agreement • August 14th, 2006 • Greenman Technologies Inc • Plastics products, nec • New York
AMENDMENTSecurity and Purchase Agreement • April 2nd, 2007 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals • New York
This AMENDMENT (this “Amendment”) is entered into by and between MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation (the “Parent”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”) as of March 29, 2007, for the purpose of amending the terms of (i) that certain Security and Purchase Agreement, dated as of February 17, 2006, by and among the Parent, such other subsidiaries of MCTI which hereafter become a party to such Security and Purchase Agreement (together with the Parent, collectively, each a “Company” and collectively, the “Companies”) and Laurus (as amended, restated, modified and/or supplemented from time to time, the ”Security and Purchase Agreement”), (ii) that certain Secured Non-Convertible Term Note, dated February 17, 2006 issued by the Parent to Laurus in the original principal amount of $5,250,000 (as amended, restated, modified and/or supplemented from time to time, the ”Term Note”), (iii) that certain 10% Senior Subordinated Convertible Note, dat
March 31, 2008Security and Purchase Agreement • May 15th, 2008 • Stockeryale Inc • Optical instruments & lenses • New York
AGREEMENTSecurity and Purchase Agreement • November 1st, 2005 • Miscor Group, Ltd. • New York
This AGREEMENT (this “Agreement”), dated as of October 19, 2005, is entered into by and between MISCOR GROUP, LTD. (formally known as Magnetech Integrated Services Corp.), an Indiana corporation (the "Company"), each subsidiary of the Company set forth on Schedule A hereto (the Company and each such subsidiary of the Company, collectively, the “Credit Parties” and each, a “Credit Party”) and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending the terms of (x) that certain Security and Purchase Agreement, dated as of August 24, 2005 (as amended, modified or supplemented from time to time, the “Security Agreement”) by and among the Credit Parties and Laurus and (y) the Ancillary Agreements referred to in, and defined in, the Security Agreement (as amended, modified or supplemented from time to time, the “Ancillary Agreements” and each, an “Ancillary Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to suc
