AMENDED AND RESTATED SECURITY AGREEMENT LV ADMINISTRATIVE SERVICES, INC., as Administrative and Collateral Agent THE LENDERS From Time to Time Party Hereto PROLINK HOLDINGS CORP. and EACH ELIGIBLE SUBSIDIARY NAMED HEREIN Dated: March 31, 2008Security Agreement • May 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
This AMENDED AND RESTATED SECURITY AGREEMENT is made as of March 31, 2008 (as amended, restated, supplemented and/or modified from time to time, this “Agreement”) by and among the lenders from time to time party hereto (the “Lenders”), LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (in such capacity, the “Agent” and together with the Lenders, the “Creditor Parties”), PROLINK HOLDINGS CORP., a Delaware corporation (the “Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”; the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
ContractConvertible Note Agreement • May 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
ContractConvertible Note Agreement • May 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software
THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT (as from time to time amended, restated, supplemented or otherwise modified, this “Agreement”), dated as of March 31, 2008, is made by PROLINK HOLDINGS CORP., a Delaware corporation (the “Company”) and PROLINK SOLUTIONS, LLC, a Delaware limited liability company (“ProLink Solutions”) (each a “Grantor” and, collectively, “Grantors”), in favor of LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (as defined in the Security Agreement referred to below) (the “Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
This Agreement amends and restates that certain Registration Rights Agreement dated as of August 17, 2007, by and between the Company and Calliope, and is made pursuant to that certain Amended and Restated Security Agreement dated as of the date hereof by and among the Company, certain subsidiaries of the Company, each Investor, the Lenders from time to time party thereto and LV Administrative Services, Inc., as administrative and collateral agent for the Lenders (as amended, restated, modified and/or supplemented from time to time, the “Security Agreement”).
ContractSecured Revolving Note • May 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AGREEMENTMembership Interest Pledge Agreement • May 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AGREEMENT (as the same may be amended, restated, modified and otherwise supplemented from time to time, this “Pledge Agreement”), dated as of March 31, 2008 is made by PROLINK HOLDINGS CORP., a Delaware corporation (“Pledgor”), in favor of LV ADMINISTRATIVE SERVICES INC., as administrative and collateral agent for the Lenders (as defined below) (in such capacity, the “P-ledgee”).
