REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2016 • Nac Global Technologies, Inc. • General industrial machinery & equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 16, 2016, between NAC Global Technologies, Inc., a Nevada corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 22nd, 2016 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
This Subsidiary Guarantee, dated as of November 16, 2016 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatories (together with their permitted assigns, the “Secured Parties”) to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of November 4, 2016, by and among NAC Global Technologies, Inc., a Nevada corporation (the “Company”) and the Secured Parties.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • November 22nd, 2016 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
This SECURITY AND PLEDGE AGREEMENT, dated as of November 16, 2016 (this “Agreement”), is among NAC Global Technologies, Inc., a Nevada corporation (the “Company”), NAC Drive Systems, Inc., a Delaware corporation (“NACD”), a subsidiary of the Company, Swiss Heights Engineering S.A., a business company organized under the laws of Switzerland (“SHE”), a subsidiary of the Company, Bellelli Engineering S.p.A., a business company organized under the laws of Italy (“BES”), a subsidiary of SHE and an indirect subsidiary of the Company, Bellelli USA LLC, a Texas limited liability company (“BUSA”), a subsidiary of BE North America, Corp. and an indirect subsidiary of the Company, BE North America, Corp., a Nevada corporation, a majority owned subsidiary of BES and an indirect subsidiary of the Company (“BEN” and together with NACD, SHE, BUSA, and BES, the “Subsidiaries” and together with the Company, the “Debtors”) and the holders of 1,578,948 shares (the “NACD Common Shares”) of NACD’s common s
COLLATERAL ASSIGNMENT OF RECEIVABLESCollateral Assignment of Receivables • November 22nd, 2016 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
THIS COLLATERAL ASSIGNMENT OF RECEIVABLES, dated as of November 16, 2016 (as the same may be from time to time further modified, amended, restated, amended and restated or supplemented, this “Agreement”), is by and among NAC Global Technologies, Inc., a Nevada corporation (the “Company”), the Company’s subsidiary NAC Drive Systems, Inc., a Delaware corporation (“NACD.”), Bellelli USA LLC, a Texas limited liability company, a subsidiary of BE North America, Corp. and an indirect subsidiary of the Company, BE North America, Corp., a Nevada corporation, a majority owned subsidiary of BES and an indirect subsidiary of the Company (“BEN” and together with NACD, BUSA and the Company the “Assignor”), and the holders of the 1,578,948 shares (the “NACD Common Shares”) of NACD’s common stock, par value $0.01 per share, signatory hereto, as secured parties, their endorsees, transferees and assigns (collectively, the “Secured Parties”), and , as a secured party (the “Assignee”).
VALIDITY AND PERFORMANCE GUARANTYValidity and Performance Guaranty • November 22nd, 2016 • Nac Global Technologies, Inc. • General industrial machinery & equipment
This VALIDITY AND PERFORMANCE GUARANTY (this “Agreement”) is made as of the 16th day of November, 2016, by and among (the “Investor”), NAC Global Technologies, Inc., a Nevada corporation (the “Issuer”), and __________, an individual (the “Principal”). Capitalized terms used and not otherwise defined herein that are defined in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated November 4, 2016, between the Company, NAC Drive Systems, Inc. and the Investor, shall have the meanings given to such terms in the Purchase Agreement.
COLLATERAL ASSIGNMENT OF RECEIVABLESSecurity Agreement • November 22nd, 2016 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
THIS COLLATERAL ASSIGNMENT OF RECEIVABLES, dated as of November 16, 2016 (as the same may be from time to time further modified, amended, restated, amended and restated or supplemented, this “Agreement”), is by and among Swiss Heights Engineering S.A., a business company organized under the laws of Switzerland (“SHE”), a subsidiary of NAC Global Technologies, Inc., a Nevada corporation (the “Company”), Bellelli Engineering S.p.A., a business company organized under the laws of Italy, a subsidiary of SHE and an indirect subsidiary of the Company, (“BES” and together with SHE, the “Assignor”), and the holders of the 1,578,948 shares (the “NACD Common Shares”) of NACD’s common stock, par value $0.01 per share, signatory hereto, as secured parties, their endorsees, transferees and assigns (collectively, the “Secured Parties”), and , as a secured party (the “Assignee”).
