SUBSCRIPTION AGREEMENTSubscription Agreement • April 3rd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of February 16, 2006, by and among Aegis Assessments, Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
ContractWarrant Agreement • April 3rd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AEGIS ASSESSMENTS INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • April 3rd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of February 16, 2006, among Barbara R. Mittman (the “Collateral Agent”), and the parties identified on Schedule A hereto (each, individually, a “Lender” and collectively, the “Lenders”), who hold or will acquire convertible promissory notes issued or to be issued by Aegis Assessments, Inc. (“Debtor”), a Delaware corporation, at or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes”).
SECURITY AGREEMENTSecurity Agreement • April 3rd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
ContractSecured Convertible Note • April 3rd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AEGIS ASSESSMENTS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT TO TRANSACTION DOCUMENTS AGREEMENTTransaction Documents Agreement • April 3rd, 2006 • Aegis Assessments Inc • Communications equipment, nec
Agreement made this 16th day of March, 2006 (“Amendment”) among Aegis Assessments, Inc., a Delaware corporation (the “Company”), and the signators hereto who are Subscribers under a certain Subscription Agreement with the Company dated February 16, 2006 (“Subscribers”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • April 3rd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
This Agreement is dated as of the 16th day of February, 2006 among Aegis Assessments, Inc., a Delaware corporation (the “Company”), the Subscribers identified on Schedule A hereto (each a “Subscriber” and collectively “Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
