ContractWarrant Agreement • August 8th, 2005 • Skylynx Communications Inc • Non-operating establishments • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 29, 2005, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2005 • Skylynx Communications Inc • Non-operating establishments • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 29, 2005, by and among Skylynx Communications, Inc., a Delaware corporation with its headquarters located at 500 John Ringling Boulevard, Sarasota, FL 34236 (the "Company"), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the "Initial Investors").
SECURITY AGREEMENTSecurity Agreement • August 8th, 2005 • Skylynx Communications Inc • Non-operating establishments • New York
SECURITY AGREEMENT (this "Agreement"), dated as of July 29, 2005, by and among Skylynx Communications, Inc., a Delaware corporation ("Company"), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the "Secured Party").
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 8th, 2005 • Skylynx Communications Inc • Non-operating establishments • New York
Intellectual Property Security Agreement (this "Agreement" dated as of July 29, 2005, by and among Skylynx Communications, Inc., a Delaware corporation (the "Company"), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the "Secured Party").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2005 • Skylynx Communications Inc • Non-operating establishments • New York
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 29, 2005, by and among Skylynx Communications, Inc., a Delaware corporation, with headquarters located at 500 John Ringling Boulevard, Sarasota, FL 34236 (the "Company"), and each of the purchasers set forth on the signature pages hereto (the "Buyers").
GUARANTY AND PLEDGE AGREEMENTGuaranty and Pledge Agreement • August 8th, 2005 • Skylynx Communications Inc • Non-operating establishments • New York
GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of July 29, 2005, among Skylynx Communications, Inc., a Delaware corporation (the "Company"), Gary L. Brown (the "Pledgor"), and the pledgees signatory hereto and their respective endorsees, transferees and assigns (collectively, the "Pledgees").
To be reprinted on Company letterhead] July 29, 2005Securities Purchase Agreement • August 8th, 2005 • Skylynx Communications Inc • Non-operating establishments
Skylynx Communications, Inc., a Delaware corporation (the "Company"), and certain investors (the "Investors") have entered into a Securities Purchase Agreement dated as of July 29, 2005 (the "Agreement") providing for the issuance of 8% Callable Secured Convertible Notes in the aggregate principal amount of $3,000,000 (the "Notes") and warrants to purchase an aggregate of 10,000,000 shares of the Company's Common Stock (the "Warrants"), for the aggregate consideration of $3,000,000.
