SUBSCRIPTION AGREEMENTSubscription Agreement • November 21st, 2006 • Inrob Tech Ltd. • Radiotelephone communications • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of November 15, 2006, by and among Inrob Tech Ltd., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
ContractWarrant Agreement • November 21st, 2006 • Inrob Tech Ltd. • Radiotelephone communications • 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 INROB TECH LTD. THAT SUCH REGISTRATION IS NOT REQUIRED.
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • November 21st, 2006 • Inrob Tech Ltd. • Radiotelephone communications • New York
COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of November ___, 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 Inrob Tech Ltd. (“Debtor”), a Nevada corporation, at or about the date of this Agreement as described in the Security Agreement and Stock Pledge Agreement referred to in Section 1(a) below (collectively herein the “Notes").
SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • November 21st, 2006 • Inrob Tech Ltd. • Radiotelephone communications • New York
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower, the Holder and certain other holders (the “Other Holders”) of secured convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
STOCK PLEDGE AGREEMENTStock Pledge Agreement • November 21st, 2006 • Inrob Tech Ltd. • Radiotelephone communications • New York
FORM OF CORPORATE GUARANTYCorporate Guaranty • November 21st, 2006 • Inrob Tech Ltd. • Radiotelephone communications • New York
SECURITY AGREEMENT FLOATING CHARGE TO SECURE ALL DEBTS OF THE COMPANY WITHOUT LIMITATION IN AMOUNT DEBENTURESecurity Agreement • November 21st, 2006 • Inrob Tech Ltd. • Radiotelephone communications
In accordance with the organizational documents of the Company, its Articles and all the other provisions that give the Company authority and power in this matter.
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • November 21st, 2006 • Inrob Tech Ltd. • Radiotelephone communications • New York
This Agreement is dated as of the 15th day of November, 2006 among Inrob Tech Ltd., a Nevada corporation (the "Company"), the Subscribers identified on Schedule A hereto (each a “Subscriber” and collectively “Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"):
