SECURITY AGREEMENTSecurity Agreement • March 10th, 2008 • BAXL Holdings, Inc. • Communications equipment, nec • New York
THIS SECURITY AGREEMENT (the “Security Agreement”) is dated as of March 5, 2008 by and among BAXL Technologies, Inc., a Delaware corporation (the “Debtor” or the “Company”) and the persons listed on Schedule I annexed hereto (the “Secured Parties”).
BAXL TECHNOLOGIES, INC. SECURITIES PURCHASE AGREEMENT As of March 5, 2008Securities Purchase Agreement • March 10th, 2008 • BAXL Holdings, Inc. • Communications equipment, nec • New York
THIS SECURITIES PURCHASE AGREEMENT, dated as of this 5th day of March, 2008 (this “Agreement”), between BAXL Technologies, Inc., a Delaware corporation (the “Company”), and each of the persons set forth on Schedule 1 annexed hereto (each, a “Purchaser” and collectively, the “Purchasers”).
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • March 10th, 2008 • BAXL Holdings, Inc. • Communications equipment, nec • New York
This Intercreditor and Subordination Agreement effective as of the 5th day of March, 2008, (this “Subordination Agreement”) is entered into among BAXL Technologies, Inc., a Delaware corporation (“Debtor”), and (i) each entity identified on the signature pages hereof which is a holder of the Debtor’s 10% Amended and Restated Senior Bridge Notes (each, in such capacity, an “Existing Secured Party”, and collectively, the “Existing Secured Parties”), and (ii) each entity identified on the signature pages hereof which is a holder of the Company’s 9% Senior Secured Convertible Promissory Notes (each, in such capacity, a “New Secured Party”, and collectively, the “New Secured Parties”). The Existing Secured Parties and the New Secured Parties are herein individually referred to as a “Secured Party” and collectively referred to as the “Secured Parties.”
