Exhibit A UNCONDITIONAL GUARANTEEUnconditional Guarantee • September 28th, 2011 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles)
In consideration of financial accommodations given or to be given or continued to, Phoenix Aerospace, Inc., a company incorporated under the laws of the State of Nevada (the “Borrower”) of 61B Industrial Parkway, Mound House, NV 89706, U.S.A., by Zvi Bar-Nes Nissensohn, Israeli Passport no. 9379265 (the “Lender”), pursuant to that certain Convertible Loan Agreement made and entered into on even date (“CLA”) among the Borrower, the undersigned and the Lender, the undersigned irrevocably and unconditionally guarantee to the Lender, payment pursuant to the CLA when due, whether by acceleration or otherwise, of any and all liabilities of the Borrower to the Lender, to amounts, together with all interest thereon and all attorney’s fees, costs and expenses of collection incurred by the Lender in enforcing any of such liabilities and/or the terms hereof.
Exhibit B SECURITY AGREEMENTSecurity Agreement • September 28th, 2011 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Nevada
This Security Agreement (“Security Agreement”) is made this __ day of September 2011, by Phoenix Aerospace, Inc., a Nevada corporation (“PAI”), of 61B Industrial Parkway, Mound House, NV 89706, U.S.A. in favor of Zvi Bar-Nes Nissensohn (“Bar-Nes”), Israeli Passport no. 9379265 of 27 Alexander Penn, Tel-Aviv 69641, Israel, or any affiliate of Bar-Nes (with Bar-Nes, the “Lender”) in accordance with PAI’s Articles of Incorporation and all the other provisions that grant PAI power in such respect and in accordance with resolutions of PAI’s board of directors dated September __, 2011.
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • September 28th, 2011 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Nevada
This Convertible Loan Agreement (this “Agreement”) is made as of September [__], 2011, by and among Phoenix Aerospace, Inc., a company incorporated under the laws of the State of Nevada of 61B Industrial Parkway, Mound House, NV 89706, U.S.A (the “Borrower”); Phoenix International Ventures, Inc., a company incorporated under the laws of the State of Nevada of 61B Industrial Parkway, Mound House, NV 89706, U.S.A (“Phoenix”); and Zvi Bar-Nes Nissensohn Nissensohn, Israeli Passport no. 9379265 of 27 Alexander Penn, Tel-Aviv 69641, Israel and\or a company under his control (at least more than 50%) (collectively, the “Lender”). The Borrower, Phoenix and the Lender may be referred to as “Party” and collectively, as the “Parties”.
Exhibit C PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 28th, 2011 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Nevada
This Pledge and Security Agreement (“Security Agreement”) is made this __ day of September 2011, by Phoenix International Ventures, Inc., a Nevada corporation (“Company”), of 61B Industrial Parkway, Mound House, NV 89706, U.S.A. in favor of Zvi Bar-Nes Nissensohn (“Bar-Nes”), Israeli Passport no. 9379265 of 27 Alexander Penn, Tel-Aviv 69641, Israel or his assigns or affiliates (with Bar-Nes, the “Lender”) in accordance with the Company’s Articles of Incorporation and all the other provisions that grant the Company power in such respect and in accordance with resolutions of the Company’s board of directors dated September __, 2011.
