AGREEMENT OF JOINT FILINGJoint Filing Agreement • November 15th, 2005 • Celtron International Inc • Non-operating establishments
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed on behalf of all of the undersigned with respect to the ownership of shares of common stock of Celtron International, Inc.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 18th, 2006 • Satellite Security Corp • Non-operating establishments • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of July ____, 2006, by and among Satellite Security Corporation, a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
ContractWarrant Agreement • July 18th, 2006 • Satellite Security Corp • Non-operating establishments • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SATELLITE SECURITY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • July 18th, 2006 • Satellite Security Corp • Non-operating establishments • New York
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • July 18th, 2006 • Satellite Security Corp • Non-operating establishments • New York
COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of July ____, 2006, among Barbara R. Mittman (the “Collateral Agent”), and the parties identified on Schedule A hereto (each, individually, a “Lender” and collectively, the “Lenders”), who hold or will acquire convertible promissory notes issued or to be issued by Satellite Security Corporation (“Parent”), a Nevada corporation, at or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes”).
ContractSecured Convertible Note • July 18th, 2006 • Satellite Security Corp • Non-operating establishments • 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. 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 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SATELLITE SECURITY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • July 18th, 2006 • Satellite Security Corp • Non-operating establishments • New York
This Agreement is dated as of the ____ day of July, 2006 among Satellite Security Corporation, a Nevada corporation (the “Company”), the Subscribers identified on Schedule A hereto (each a “Subscriber” and collectively “Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
SUBSCRIPTION AGREEMENTSubscription Agreement • May 22nd, 2006 • Celtron International Inc • Non-operating establishments • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May 19, 2006, by and among Celtron International Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
AMENDED AND RESTATED ACQUISITION AGREEMENTAcquisition Agreement • February 25th, 2005 • Celtron International Inc • Non-operating establishments • California
THIS AGREEMENT (hereinafter “the Agreement”), is made and entered into as of the 23rd day of February, 2005, by and between CELTRON INTERNATIONAL, INC., a Nevada Corporation (“Celtron”), its subsidiary, ORBTECH HOLDINGS, LIMITED, a South African corporation (hereinafter “Orbtech”), and Orbtech’s operating subsidiary, CREDITPIPE (PTY) LTD., a South African corporation (hereinafter “CreditPipe”), on the one hand, and KNIGHT FULLER, INC., a Delaware corporation (“Knight Fuller”), PAYCELL, INC., a California corporation (hereinafter “PayCell”), on the other hand, and provides as follows:
ACQUISITION AGREEMENTAcquisition Agreement • September 15th, 2004 • Celtron International Inc • Non-operating establishments • California
THIS AGREEMENT (hereinafter “the Agreement”), is made and entered into as of the 10th day of September, 2004, by and between CELTRON INTERNATIONAL, INC., a Nevada Corporation (“Celtron”), KNIGHT FULLER, INC., a Delaware corporation (“Knight Fuller”) and PAYCELL, INC., a California corporation (hereinafter “PayCell”), and provides as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2006 • Celtron International Inc • Non-operating establishments • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 19st, 2006 by and between Celtron International Inc., (OTCBB:CLTR), a Nevada corporation, with its principal office at 6779 Mesa Ridge Road, San Diego, California 92121 (the “Company”), and John Phillips (“Employee,” and collectively with the Company, the “Parties”), with reference to the following facts:
AGREEMENTShareholder Agreement • July 2nd, 2007 • Satellite Security Corp • Services-computer integrated systems design • New York
This Agreement (this "Agreement") is entered into as of June 29, 2007, by and among Satellite Security Corporation, a Nevada corporation ("SSCY"), Satellite Security Systems, Inc., a California corporation ("S3"), Zirk Engelbrecht, an individual ("Engelbrecht"), the holders of Secured Convertible Notes identified on the signature pages hereto (collectively, the "Noteholders"), with respect to the following facts:
ACQUISITION AGREEMENTAcquisition Agreement • November 10th, 2004 • Celtron International Inc • Non-operating establishments • Nevada
AGREEMENT made this 1st day of November, 2004, by and between KNIGHT FULLER, INC., a Delaware corporation, (hereinafter “Knight Fuller”), and its subsidiary, PAYCELL, INC., a California corporation (hereinafter “PayCell”), CELTRON INTERNATIONAL, INC., a Nevada corporation (hereinafter “CLTR”), its subsidiary, ORBTECH HOLDINGS LIMITED, a South African corporation (hereinafter “Orbtech”,) and its operating subsidiary, CREDITPIPE (PTY) LTD., a South African corporation, (hereinafter “CreditPipe”),
SUMMIT RIDGE BUSINESS PARK INDUSTRIAL LEASE SUMMIT RIDGE CORP., as Landlord, and SATELLITE SECURITY SYSTEMS, INC., as TenantIndustrial Lease • April 19th, 2006 • Celtron International Inc • Non-operating establishments • California
This Industrial Lease, which includes the preceding Summary of Basic Lease Information (the “Summary”) attached hereto and incorporated herein by this reference (the Industrial Lease and Summary to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between SUMMIT RIDGE CORP. (“Landlord”), and the tenant set forth in Section 4 of the Summary (“Tenant”).
FORM OF GUARANTYGuaranty • July 18th, 2006 • Satellite Security Corp • Non-operating establishments • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 18th, 2006 • Satellite Security Corp • Non-operating establishments • California
Satellite Security Corporation, (SSC) located at 6779 Mesa Ridge Road, Suite 100, San Diego, California 92121, hereinafter referred to as “Employer, Company or SSC” and Aidan Shields, hereinafter referred to as “Employee”, in consideration of the mutual promises made herein, agree as follows:
SHARE EXCHANGE AGREEMENT BY AND AMONG SATELLITE SECURITY CORPORATION, AIMMS CO., LTD. AND CERTAIN STOCKHOLDERS OF AIMMS CO., LTD. November 30, 2007Share Exchange Agreement • December 4th, 2007 • Satellite Security Corp • Non-operating establishments • California
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”), is made and entered into as of November 30, 2007, by and among Satellite Security Corporation, a Nevada corporation (“SLTS”), AIMMS Co., Ltd., a Korean corporation (“AIMMS”), and the stockholders of AIMMS set forth on the signature pages to this Agreement (collectively, the “Sellers” and individually, a “Seller”) with respect to the following facts:
ContractSecured Note • May 22nd, 2006 • Celtron International Inc • Non-operating establishments • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BRAINSTORM CELL THERAPEUTICS INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
GENERAL CONTRACTING AND INDEPENDENT CONTRACTOR AGREEMENTGeneral Contracting and Independent Contractor Agreement • April 19th, 2006 • Celtron International Inc • Non-operating establishments • California
Any controversy or claim arising out of or relating to this contract, or the breach thereof shall be settled by arbitration in San Diego, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction.
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 8th, 2005 • Celtron International Inc • Non-operating establishments • Nevada
This Agreement and Plan of Merger (this “Merger Agreement”) is made as of October 21, 2005, by and among Celtron International, Inc., a Nevada corporation (“Celtron”), Celtron Acquisition Corp., a Nevada corporation (“MergerSub”), Buytron, Inc., a Nevada corporation (“Buytron”), Alanda Family Trust (“Alanda”) and Opus International, LLC (“Opus,” and together with Alanda, the “Buytron Shareholders”), with reference to the following facts:
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • November 14th, 2008 • Mobicom CORP • Services-management consulting services
This memorandum of understanding is entered into by and between Mobicom Korea, a company registered and incorporated in Korea and FAS Alliances Inc., a company registered and incorporated in the Republic of Korea, (collectively the Parties hereto), with respect to the following facts:
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 16th, 2005 • Celtron International Inc • Non-operating establishments • California
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of December 9 2005 by and among Celtron International, Inc., a Nevada corporation (“Celtron”), Celtron S3 Acquisition Corp., a California corporation (“Merger Sub”), Satellite Security Systems, Inc., a California corporation (“S3”), and Opus International, LLC, a Maryland limited liability company (“Opus”), with reference to the following facts:
SECURITY AGREEMENTSecurity Agreement • May 22nd, 2006 • Celtron International Inc • Non-operating establishments • New York
AGREEMENT between SATELLITE SECURITY CORPORATION (the “Seller”) and ALLEN ABRAHAM HARINGTON or his appointed Nominee (the “Purchaser”)Share Purchase Agreement • March 9th, 2007 • Satellite Security Corp • Services-computer integrated systems design
NOTE CONVERSION AND LOCK-UP AGREEMENTNote Conversion and Lock-Up Agreement • August 11th, 2006 • Satellite Security Corp • Non-operating establishments • California
This Note Conversion and Lock Up Agreement (this “Agreement”) is made and entered into as of July 9, 2006, by and among Satellite Security Corporation, a Nevada corporation formerly known as Celtron International, Inc. (“Satellite”) and The Aston Organization, Ltd., a Delaware Company also known as Aston International (“Aston”), and Zirk Engelbrecht, an Individual (“Engelbrecht”), with respect to the following facts:
