5% CONVERTIBLE DEBENTURE DUE NOVEMBER 25, 2009Convertible Security Agreement • December 12th, 2008 • Global Roaming Distribution, Inc. • Communications equipment, nec • New York
THIS 5% CONVERTIBLE DEBENTURE is a duly authorized and validly issued 5% Convertible Debentures of Global Roaming Distribution, Inc., a Florida corporation, (the “Company”), having its principal place of business at 20801 Biscayne Blvd., Suite 101, Miami, FL, 33180, designated as its 5% Convertible Debenture due November 25, 2009 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SUBSCRIPTION AND ESCROW AGREEMENTSubscription and Escrow Agreement • December 12th, 2008 • Global Roaming Distribution, Inc. • Communications equipment, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of November 25, 2008, by, between, and among Global Roaming Distribution, Inc., a Florida corporation (the "Company"), the subscribers identified on the signature page hereto (each a “Subscriber” and collectively, the “Subscribers”) (the Company and Subscribers each an “Escrowing Party” and together, the “Escrowing Parties”), and Sichenzia Ross Friedman Ference LLP, a limited liability partnership organized and existing under the laws of the State of New York (the "Escrow Agent"). The Company, the Subscribers, and the Escrow Agent may be referred to herein individually as a "party" and together as the "parties."
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement • December 12th, 2008 • Global Roaming Distribution, Inc. • Communications equipment, nec
This SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (hereinafter referred to as the “Agreement”) is made and entered into by Goldrange Trading Ltd. (“Claimant”) and Global Roaming Distribution, Inc. (“GRDB”), (collectively “Parties”) for the following purpose and with reference to the following facts:
RESCISSION AGREEMENTRescission Agreement • December 12th, 2008 • Global Roaming Distribution, Inc. • Communications equipment, nec • New York
This Rescission Agreement (the "Agreement") is made and entered into as of November 25, 2008, and effective as of April 1, 2008, by and among Global Roaming Distribution, Inc., a Florida corporation (the "Company"), Global Roaming Inc. (“GRI”), a Nevada corporation, and the Holders named below. The Company and GRI may be referred to herein individually as a "party" and together as the "parties."
INDEMNIFICATION AND MUTUAL RELEASEIndemnification and Mutual Release • December 12th, 2008 • Global Roaming Distribution, Inc. • Communications equipment, nec • New York
This Indemnification and Mutual Release (this “Indemnification and Release”), dated as of November 25, 2008, and effective as of April 1, 2008, is being executed and delivered as part of the transactions contemplated by (i) the Rescission Agreement (the “GRDB Rescission Agreement”), dated as of the date hereof, by and among Global Roaming Distribution, Inc., a Florida corporation (the "Company"), Global Roaming Inc. (“GRI”), a Nevada corporation, and certain Holders, (ii) the Rescission Agreement (the “Cubic Rescission Agreement”), dated as of the date hereof, by and between GRI and Cubic Telecom Limited, an Ireland corporation (“Cubic”), and the (iii) Escrow Agreement, dated as of the date hereof, by and among, the Company, GRI, Cubic, the Holders, and Sichenzia Ross Friedman Ference LLP, as escrow agent (the Indemnification and Release, the GRDB Rescission Agreement, the Cubic Rescission Agreement, and the Escrow Agreement, collectively, the “Transaction Documents”). The Company, GRI
