Exhibit F COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • December 15th, 2006 • Ustelematics Inc • Radio & tv broadcasting & communications equipment • New York
COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of December 7, 2006, among Axiom Capital Management, Inc. (the “Collateral Agent”), and the parties identified on Schedule A hereto (each, individually, a “Lender” and collectively, the “Lenders”), who hold or will acquire 9% Secured Convertible Debentures due December 7, 2008 issued or to be issued by USTelematics, Inc. (“Parent”), 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 “Debentures”).
USTELEMATICS, INC. SECURITIES PURCHASE AGREEMENT December 6, 2006Securities Purchase Agreement • December 15th, 2006 • Ustelematics Inc • Radio & tv broadcasting & communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 6, 2006, 2006 among USTelematics, Inc., a Delaware corporation (formerly known as Mobilier, Inc.) (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”) and each exchanging owner of Bridge Debentures (as defined herein)(each Purchaser and each such exchanging owner, including its successors and assigns a “Holder” and, collectively, the “Holders”).
Exhibit D AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 15th, 2006 • Ustelematics Inc • Radio & tv broadcasting & communications equipment • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2006 • Ustelematics Inc • Radio & tv broadcasting & communications equipment • Delaware
This Registration Rights Agreement (“Agreement”) is entered into as of December 7, 2006, between USTelematics, Inc., a Delaware corporation with offices at 335 Richert Drive, Wood Dale IL 60109 (the “Company”) and each of the parties listed under “Holders” hereto (each, a “Holder”).
