ContractSecured Convertible Note • May 13th, 2008 • Sentinel Emergency Response Technology, Inc. • New York
THIS NOTE WAS ORIGINALLY ISSUED ON NOVEMBER 9, 2007 AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES ACT, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFOR UNDER THE ACT OR ANY SUCH STATE SECURITIES LAWS THAT MAY BE APPLICABLE.
SECURITY AGREEMENTSecurity Agreement • May 13th, 2008 • Sentinel Emergency Response Technology, Inc. • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of November 9, 2007, is by and among Sentinel Emergency Response Technology, Inc., a Nevada corporation (“Company”), and AJW Partners, LLC; AJW Offshore, LLC; AJW Qualified Partners, LLC; New Millennium Capital Partners II, LLC; Alpha Capital Aktiengesellschaft; Harborview Master Fund LP and DKR Soundshore Oasis Holding Fund Ltd. and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
ContractAsset Purchase Agreement • May 13th, 2008 • Sentinel Emergency Response Technology, Inc. • New York
THIS NOTE WAS ORIGINALLY ISSUED ON NOVEMBER 9, 2007 PURSUANT TO AN ASSET PURCHASE AGREEMENT DATED NOVEMBER 9, 2007 BY AND AMONG THE ISSUER OF THIS NOTE AND CERTAIN OTHER PERSONS (THE “AGREEMENT”), AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES ACT, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXECEMPTION THEREFORE UNDER THE ACT OR ANY SUCH STATE SECURITIES LAWS THAT MAY BE APPLICABLE. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE AGREEMENT. THE ISSUED OF THIS NOTE WILL FURNISH A COPY OF THESE PROVISIONS TO THE HOLDER HEREOF WITHOUT CHAGRE UPON WRITTEN REQUEST.
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENTAssignment, Assumption and Consent Agreement • May 13th, 2008 • Sentinel Emergency Response Technology, Inc. • Delaware
This Assignment, Assumption and Consent Agreement (this “Agreement”) dated as of October ___, 2007 (the “Effective Date”) by and among Aegis Assessments, Inc., a Delaware corporation (the “Assignor”), Sentinel Emergency Response Technology, Inc., a Nevada corporation (the “Assignee”), and AJW Partners, LLC (“AJW Partners”); AJW Offshore, LLC (“AJW Offshore”); AJW Qualified Partners, LLC (“AJW Qualified”); New Millennium Capital Partners II, LLC (“New Millennium”); Alpha Capital Aktiengesellschaft (“Alpha”); Harborview Master Fund LP (“Harborview”) and DKR Soundshore Oasis Holding Fund Ltd. (“DKR” and, together with AJW Partners, AJ Offshore, AJW Qualified, New Millennium, Alpha and Harborview, the “Noteholders”).
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • May 13th, 2008 • Sentinel Emergency Response Technology, Inc. • Arizona
THIS NON-EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2007 (“Effective Date”) by and between Aegis Assessments, Inc., a Delaware corporation (“Aegis”), and Sentinel Emergency Response Technology, Inc., a Nevada corporation (“Licensee”).
