SECURITY AGREEMENTSecurity Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • New York
SECURITY AGREEMENT, dated as of November 21, 2005 (this “Agreement”), among Amerex Companies, Inc., an Oklahoma corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s 10% Senior Secured Convertible Notes due November 21, 2007 in the original aggregate principal amount of $6,000,000 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • New York
SUBSIDIARY GUARANTEE, dated as of November 21, 2005, 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 signatory (the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Amerex Companies, Inc., an Oklahoma corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 21, 2005, between Amerex Companies, Inc., an Oklahoma corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 21, 2005 between Amerex Companies, Inc., an Oklahoma corporation whose principal place of business is located at 406 South Boulder, Suite 820, Tulsa, OK (the “Company”), and each of the Purchaser(s) identified on the signature pages hereto (including its successors and assigns, the “Purchaser(s)”).
SHARE EXCHANGE AGREEMENT dated and effective as of July 5, 2006 by and among AIRGUIDE, INC. (FORMERLY, CDX.COM, INC.), JAMES B. FRACK, an individual and principal stockholder of Airguide, Inc. AMEREX COMPANIES, INC., and THE STOCKHOLDERS OF AMEREX...Share Exchange Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • Oklahoma
Amendment 1Contract for the Sale and Purchase of Business Assets • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus
This first amendment to the Contract for the Sale and Purchase of Business Assets, herein referred to as the “Contract” or the “Agreement” dated September 13, 2006 executed this on the 13th day of November, 2005(“Amendment 1”).
Loan AgreementLoan Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus
Loan Agreement entered into this 12`h day of August, 2005 by and between the f)CI USA, Inc., (hereinafter "MIU"), a StateNew York corporation, and AMEREX Companies, Inc. (hereinafter, an placeStateOklahoma corporation, according to the recitals, terms and conditions recited below.
Capitoline Advisors, Inc.Office Rental Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus
This document is to serve as the office space/office equipment rental agreement between AMEREX Companies, Inc. (AMEREX) as lessee and Capitoline Advisors, Inc. (CAPITOLINE) as Lessor
ESCROW AGREEMENTEscrow Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • New York
ESCROW AGREEMENT, dated November 21, 2005, between CAMOFI Master LDC (“CAM”), Amerex Companies, Inc. (“AMEREX”) and Katten Muchin Rosenman LLP (the “Escrow Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • New York
THIS INTERCREDITOR AGREEMENT is made as of November 21, 2005 by and among CAMOFI Master LDC, a Cayman Islands limited duration company, (“CML”), and Professional Traders Fund, LLC, a New York limited liability company (“PTF”) (each of CML and PTF individually referred to as a “Lender” and collectively referred to as the “Lenders”).
LEASE AGREE]V . NT OF BUM DING FOR BUS.L SS PURPOSELease Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • Oklahoma
day of December, 2005, between COI Properties, hereinafter referred to as Lessor, and AMEREX Companies Inc., hereinafter referred to as Lessee,
Amendment 1Contract for the Sale and Purchase of Business Assets • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus
This first amendment to the Contract for the Sale and Purchase of Business Assets, herein referred to as the “Contract” or the “Agreement” dated June 30, 2006 executed this on the 21st day of November, 2005(“Amendment 1”).
