LOCKBOX AGREEMENTLockbox Agreement • May 21st, 2008 • SJ Electronics, Inc. • Blank checks • New York
THIS LOCKBOX AGREEMENT, dated as of May __, 2008 (this “Agreement”), by and between SJ Electronics, Inc. (f/k/a Acheron, Inc.), a Nevada corporation (the “Company”), Tri-State Title & Escrow, LLC, in its capacity as collateral agent (the “Collateral Agent”), and Ming Liu (the “Lockbox Agent”).
NOTE PURCHASE AGREEMENT BY AND AMONG SJ ELECTRONICS, INC. (F/K/A ACHERON, INC.) AND THE INVESTORS LISTED ON EXHIBIT A Dated as of May 15, 2008 15% SENIOR SECURED CONVERTIBLE NOTES DUE 2009Note Purchase Agreement • May 21st, 2008 • SJ Electronics, Inc. • Blank checks • New York
This Note Purchase Agreement (this “Agreement”) is entered into as of May 15, 2008, by and between SJ Electronics, Inc. (f/k/a Acheron, Inc.), a Nevada corporation (the “Company”), the persons listed on the signature pages hereto as the management of the Company (the “Management”) and the investors listed on Exhibit A hereto (each an “Investor” and collectively the “Investors”). The Investors and the Company are also referred to individually herein as a “Party” and collectively herein as the “Parties.”
COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • May 21st, 2008 • SJ Electronics, Inc. • Blank checks • New York
THIS COLLATERAL AGENCY AGREEMENT (this "Agreement") is made as of May __, 2008 by and among TRISTATE TITLE & ESCROW, LLC, a Delaware limited liability company (the “Collateral Agent”), and the parties set forth on Schedule I annexed hereto, as such Schedule may be amended from time to time in accordance with the terms of this Agreement (each a “Noteholder” and collectively the “Noteholders”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 21st, 2008 • SJ Electronics, Inc. • Blank checks • New York
WHEREAS, Pledgor and each party listed as a "Investor" on the Schedule of Investors attached thereto (collectively, the “Investors”, and together with their respective successors and permitted assigns, collectively, the "Noteholders") are parties to the Note Purchase Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Note Purchase Agreement”), pursuant to which the Pledgor will authorize and issue a new series of its senior secured convertible notes (as such Notes may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms thereof, collectively, the "Notes"), which Notes shall be convertible into the Pledgor’s Shares, par value $.001, in accordance with the terms thereof;
