0001144204-06-052818 Sample Contracts

Exhibit F COLLATERAL AGENT AGREEMENT
Collateral 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”).

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USTELEMATICS, INC. SECURITIES PURCHASE AGREEMENT December 6, 2006
Securities 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 AGREEMENT
Security Agreement • December 15th, 2006 • Ustelematics Inc • Radio & tv broadcasting & communications equipment • New York
REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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