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Published on 3/3/2005 in the Prospect News PIPE Daily.

New Issue: eLinear details $12 million private placement of notes

By Sheri Kasprzak

Atlanta, March 3 - eLinear Inc. has released more details on its closed $12 million private placement of three-year convertible notes.

The company sold convertible secured notes to Laurus Master Fund Ltd., Iroquois Capital LP, RHP Master Fund, Basso Private Opportunity Holding Fund Ltd. and Basso Multi-Strategy Holding Fund Ltd.

The notes mature Feb. 28, 2008 and bear interest at Prime rate plus 75 basis points, with a 5.5% floor. The notes are convertible into common shares at $1.00 each. The conversion price resets with every $500,000 in conversions with a $1.00 floor.

The company has the ability to prepay the notes at 110% of the principal amount.

The investors also received warrants for 2 million shares at $1.00 each through Feb. 28, 2012.

So far, the company has received 20% of the proceeds and 80% of the proceeds have been placed in eLinear's restricted cash accounts available upon conversion.

Based in Houston, eLinear is a communications, security and compliance company providing integrated technology for IP telephony, network and storage infrastructure. The proceeds will be used for working capital and acquisitions.

Issuer:eLinear Inc.
Issue:Convertible secured notes
Amount:$12 million
Maturity:Feb. 28, 2008
Coupon:Prime rate plus 75 basis points, 5.5% floor
Conversion price:$1.00
Call:May prepay notes at 110% of principal amount
Warrants:For 2 million shares
Warrant expiration:Feb. 28, 2012
Warrant strike price:$1.00
Investors:Laurus Master Fund Ltd., Iroquois Capital LP, RHP Master Fund, Basso Private Opportunity Holding Fund Ltd. and Basso Multi-Strategy Holding Fund Ltd.
Settlement date:Feb. 28
Stock price:$0.90 at close Feb. 28

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