BACKGROUNDEscrow Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • Delaware
ARTICLE I DEFINITIONSAgreement and Plan of Reorganization • October 10th, 2003 • Pacific Realm Inc • Services-nursing & personal care facilities • Delaware
ARTICLE 1.Security Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • New Jersey
Exhibit 99.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 25, 2005, by and between AEROTELESIS, INC., a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited...Registration Rights Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • Delaware
WITNESSETHSecurities Purchase Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • Delaware
Exhibit 99.7 AEROTELESIS, INC. PLACEMENT AGENT AGREEMENTAgent Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • Delaware
Exhibit 99.6 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 25, 2005, by and among AEROTELESIS, INC., a Delaware corporation (the "Company"), and the undersigned investors listed on...Investor Registration Rights Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • Delaware
Exhibit 99.1 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of July 25, 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and AEROTELESIS, INC., a corporation organized and...Equity Distribution Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • Delaware
NON-CONFLICT & COOPERATION AGREEMENT FOR THE USE OF USM TECHNOLOGY IN ADVANCED WIRELESS TELECOMMUNICATIONS SERVICES This Agreement is made and entered into effective as of the 12th day of March, 2004 by and between the following: |X| Nations Mobile...Cooperation Agreement • July 14th, 2004 • Aerotelesis Inc • Services-nursing & personal care facilities
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 21st, 2006 • Aerotelesis Inc • Telephone communications (no radiotelephone) • New Jersey
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February ___, 2006, by and among AEROTELESIS, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • February 21st, 2006 • Aerotelesis Inc • Telephone communications (no radiotelephone) • New Jersey
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February ____, 2006, by and among AEROTELESIS, INC., a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
ARTICLE 1.Subsidiary Security Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • Delaware
RECITALS:Pledge and Escrow Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • Delaware
AMENDED AND RESTATED PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • February 21st, 2006 • Aerotelesis Inc • Telephone communications (no radiotelephone) • New Jersey
THIS AMENDED AND RESTATED PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of February ___, 2006 (the “Effective Date”) by and among AEROTELESIS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • February 21st, 2006 • Aerotelesis Inc • Telephone communications (no radiotelephone) • New Jersey
THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of February ___, 2006, by and between AEROTELESIS, INC., a Delaware corporation (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
SUBSIDIARY SECURITY AGREEMENTSubsidiary Security Agreement • February 21st, 2006 • Aerotelesis Inc • Telephone communications (no radiotelephone) • New Jersey
THIS SUBSIDIARY SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of February __, 2006, by and between AEROTELESIS IP NETWORKS, INC., a Delaware corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP (the “Secured Party”).
AGREEMENTAgreement • July 14th, 2004 • Aerotelesis Inc • Services-nursing & personal care facilities
ASSIGNMENT AGREEMENTAssignment Agreement • February 21st, 2006 • Aerotelesis Inc • Telephone communications (no radiotelephone)
KNOW ALL MEN BY THESE PRESENTS, that on this ___ day of February, 2006, HIGHGATE HOUSE FUNDS, LTD. (the “Assignor”) does hereby agree to the following for and in consideration of the sum of $1,528,333 and other good and valuable consideration received from the persons listed on Exhibit “A” and Exhibit “B” hereto (the “Assignee”):
LICENSE AGREEMENT FOR THE COMMERCIAL DEVELOPMENT & MANUFACTURE OF WIRELESS SYSTEMS This Agreement is made and entered into on this 27th day of February 2004 by and between the following: |X| Photron Technologies Ltd. ("PHOTRON"); and |X| aeroTelesis,...License Agreement • July 14th, 2004 • Aerotelesis Inc • Services-nursing & personal care facilities
