NOTE AND SECURITY AGREEMENTNote and Security Agreement • July 31st, 2007 • Cellular Technical Services Co Inc • Blank checks • Florida
FOR VALUE RECEIVED, CELLULAR TECHNICAL SERVICES COMPANY, INC., a Delaware corporation with offices at 4400 Biscayne Boulevard, Miami, Florida 33137 (“CTSC”) and SAFESTITCH LLC, a Virginia limited liability company and wholly-owned subsidiary of CTSC (“SafeStitch”, and, collectively with CTSC, “Borrower”), pursuant to this Note and Security Agreement (this “Note”), hereby promise to pay to THE FROST GROUP, LLC, a Florida limited liability company, (“Lender”), at such place as Lender may designate from time to time in writing, in lawful money of the United States of America, the principal amount of $4,000,000, or such lesser amount as shall equal the outstanding principal balance of the loan (the “Loan”) made to Borrower by Lender pursuant to that certain Share Transfer, Exchange and Contribution Agreement, dated as of July 25, 2007, by and among Borrower, Lender and others (the “Share Exchange Agreement”) and this Note, and to pay all other amounts due with respect to the Loan on the da
Form of Lockup AgreementLockup Agreement • July 31st, 2007 • Cellular Technical Services Co Inc • Blank checks
The undersigned, a holder of membership interests in Safestitch LLC, a Virginia limited liability company (“Safestitch”) desires to acquire certain shares of the capital stock of Cellular Technical Services Company, Inc., a Delaware corporation (the “Company”), by exchanging for such shares all membership interests of Safestitch beneficially owned by such holder (the “Share Exchange”; the shares of the Company issuable in connection with the Share Exchange, collectively the “Shares”).
SHARE TRANSFER, EXCHANGE AND CONTRIBUTION AGREEMENT by and among CELLULAR TECHNICAL SERVICES COMPANY, INC. and SAFESTITCH LLC and THE MEMBERS OF SAFESTITCH LLC Dated: July 25, 2007Share Transfer, Exchange and Contribution Agreement • July 31st, 2007 • Cellular Technical Services Co Inc • Blank checks • New York
This Share Transfer, Exchange and Contribution Agreement (the “Agreement”) is made and entered into as of July 25, 2007 by and among (i) CELLULAR TECHNICAL SERVICES COMPANY, INC., a Delaware corporation (“Parent”), (ii) SAFESTITCH LLC, a Virginia limited liability company (the “Company”) and (iii) the members of the Company all of whom are identified on Schedule 1 hereto (the “Company Members”).
