ContractRegistration Rights Agreement • August 14th, 2006 • Nestor Inc • Services-prepackaged software • New York
SECURITY AGREEMENTSecurity Agreement • August 14th, 2006 • Nestor Inc • Services-prepackaged software • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made as of May 25, 2006, by and among U.S. Bank National Association, as Collateral Agent for the Purchasers (as that term is defined in the Securities Purchase Agreement defined below) (together with its successors and assigns in such capacity, the “Agent”); Nestor, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”); and Nestor Traffic Systems, Inc., a Delaware corporation, and CrossingGuard, Inc., a Delaware corporation (together with their successors and permitted assigns, collectively and jointly and severally, the “Subsidiary Guarantors”, and together with the Borrower, collectively and jointly and severally, the “Grantors”).
SECURITY AGREEMENT -- TRADEMARKS, PATENTS AND COPYRIGHTSSecurity Agreement • August 14th, 2006 • Nestor Inc • Services-prepackaged software • New York
THIS SECURITY AGREEMENT -- TRADEMARKS, PATENTS AND COPYRIGHTS (this "IP Security Agreement") is made as of May 25, 2006, between Nestor, Inc., a Delaware corporation (the “Company”), and the Secured Party (as defined below). As used herein, "Secured Party" means U.S. Bank National Association, in its capacity as Collateral Agent for the benefit of the Purchasers (as that term is defined in the Securities Purchase Agreement defined below), together with its successors and assigns in such capacity.
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • August 14th, 2006 • Nestor Inc • Services-prepackaged software • New York
THIS GUARANTY AND SURETYSHIP AGREEMENT (this “Agreement”) made as of the 25th day of May, 2006, by and among Nestor, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”) and the subsidiaries of the Borrower designated as “Guarantors” on the signature lines hereto (together with their successors and permitted assigns and any other person or entity that becomes a Guarantor hereunder pursuant to Section 5 below, jointly and severally, the “Guarantors” or, individually, a “Guarantor”), in favor of U.S. Bank National Association, as collateral agent for the Purchasers (as that term is defined in the Securities Purchase Agreement referred to below) (together with its successors and assigns in such capacity, the “Agent”).
BORROWER/SUBSIDIARY PLEDGE AGREEMENTSubsidiary Pledge Agreement • August 14th, 2006 • Nestor Inc • Services-prepackaged software • New York
THIS BORROWER/SUBSIDIARY PLEDGE AGREEMENT (this “Agreement”) is made as of the 25th day of May, 2006, by and between Nestor, Inc., a Delaware corporation (the “Borrower”), Nestor Traffic Systems, Inc., a Delaware corporation (“NTS”), and CrossingGuard, Inc., a Delaware corporation (“CGI”), and U.S. Bank National Association, as collateral agent for the Purchasers (as that term is defined in the Securities Purchase Agreement referred to below) (together with its successors and assigns in such capacity, the “Agent”). NTS, CGI and the Borrower are each referred to herein individually as a “Pledgor” and collectively as the “Pledgors.”
