REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2007 • Cyber Digital Inc • Telephone & telegraph apparatus • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the "Purchase Agreement"), and pursuant to the Note referred to therein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2007 • Cyber Digital Inc • Telephone & telegraph apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is executed as of June 22, 2007 for effectiveness as of June 1, 2007, by and between CYBER DIGITAL, INC., a New York corporation (the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the "Purchaser").
STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 29th, 2007 • Cyber Digital Inc • Telephone & telegraph apparatus • New York
This Stock Pledge Agreement (this "Agreement"), executed as of June 22, 2007 for effectiveness as of June 1, 2007, among Laurus Master Fund, Ltd. (the "Pledgee"), Cyber Digital, Inc., a New York corporation (the "Company"), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a "Pledgor" and collectively, the "Pledgors").
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • June 29th, 2007 • Cyber Digital Inc • Telephone & telegraph apparatus • New York
This Agreement (this "Agreement") is executed as of June 22, 2007 for effectiveness as of June 1, 2007 among CYBER DIGITAL, INC., a New York corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"):
ContractSecured Convertible Term Note • June 29th, 2007 • Cyber Digital Inc • Telephone & telegraph apparatus
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. 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 AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CYBER DIGITAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
CYBER DIGITAL, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • June 29th, 2007 • Cyber Digital Inc • Telephone & telegraph apparatus • New York
To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands
