SUBSCRIPTION AGREEMENTSubscription Agreement • September 18th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of September 12, 2007, by and among Franklin Towers Enterprises Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
ContractWarrant Agreement • September 18th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • 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 FRANKLIN TOWERS ENTERPRISES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • September 18th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • New York
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • September 18th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • New York
COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of September 12, 2007, among Eliezer Drew (the “Collateral Agent”), and the parties identified on Schedule A hereto (each, individually, a “Lender” and collectively, the “Lenders”), who hold or will acquire promissory Notes issued or to be issued by Franklin Towers Enterprises Inc. (“Parent”), a Nevada 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 “Notes”).
SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • September 18th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • 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 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:
FORM OF LOCK UP AGREEMENTLock-Up Agreement • September 18th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • New York
This AGREEMENT (the "Agreement") is made as of the ___ day of September, 2007, by the signatories hereto (each a "Holder"), in connection with his ownership of shares of Franklin Towers Enterprises Inc., a Nevada corporation (the "Company").
STOCK PLEDGE AGREEMENTStock Pledge Agreement • September 18th, 2007 • Franklin Towers Enterprises Inc • Services-prepackaged software • New York
STOCK PLEDGE AGREEMENT (this “Agreement”), dated September 12, 2007 by and between Xinshengxiang Industrial Development Co., Ltd. (the “Pledgor”); the Lenders identified on Schedule A hereto (collectively, “Pledgee”); and the Collateral Agent;
