THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE “ACTS”). NEITHER THIS WARRANT NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE...Warrant Agreement • August 28th, 2008 • Remote Knowledge Inc • Measuring & controlling devices, nec • Delaware
THIS IS TO CERTIFY THAT, for value received, ________________ or its permitted assignees (the “Holder”), is entitled to purchase from REMOTE KNOWLEDGE, INC., a Delaware corporation (the “Company”), at the place where the Warrant Office designated pursuant to Section 2.1 is located, at an initial purchase price per share of $0.04 (“Exercise Price”), of 2,312,500 duly authorized, validly issued, fully paid and nonassessable shares of common stock, par value $.001 per share, of the Company (the “Common Stock”), and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter set forth. The number of shares of the Common Stock purchasable hereunder and the Exercise Price are subject to adjustment in accordance with Article III hereof. This Warrant shall expire at 5:00 p.m., C.S.T., on August 21, 2018 (the “Expiration Date”).
SECURITY AGREEMENTSecurity Agreement • August 28th, 2008 • Remote Knowledge Inc • Measuring & controlling devices, nec • Texas
THIS SECURITY AGREEMENT dated as of August 21, 2008 (this "Agreement"), is by and between REMOTE KNOWLEDGE, INC., a Delaware corporation ("Borrower"), and MURAGAI LLC, a Delaware limited liability company, as Lender Representative (as defined in the Credit Agreement (hereinafter defined) for the Lenders (as defined in the Credit Agreement) described below (the “Secured Party”).
JUNIOR CONVERTIBLE NOTEConvertible Note • August 28th, 2008 • Remote Knowledge Inc • Measuring & controlling devices, nec
FOR VALUE RECEIVED, the undersigned, REMOTE KNOWLEDGE, INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of ____________ (“Lender”), at its designated office, in lawful money of the United States of America, the principal sum of _________________________, or such lesser amount as is advanced hereunder, together with interest thereon at the rate set forth below.
CREDIT AGREEMENTCredit Agreement • August 28th, 2008 • Remote Knowledge Inc • Measuring & controlling devices, nec • Texas
This CREDIT AGREEMENT, dated as of August 21, 2008 (this “Agreement”), is among REMOTE KNOWLEDGE, INC., a Delaware corporation (“Borrower”), and MURAGAI LLC, a Delaware limited liability company (the “Lender Representative”), and each of the other Lenders (together with the Lender Representative, collectively the “Lenders”, and each a “Lender”) shown on the signature pages hereof.
SENIOR CONVERTIBLE NOTESenior Convertible Note • August 28th, 2008 • Remote Knowledge Inc • Measuring & controlling devices, nec
FOR VALUE RECEIVED, the undersigned, REMOTE KNOWLEDGE, INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of SLW INTERNATIONAL, LLC, a Texas limited liability company (“Lender”), at its designated office, in lawful money of the United States of America, the principal sum of EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($800,000.00), or such lesser amount as is advanced hereunder, together with interest thereon at the rate set forth below.
