SUBSCRIPTION AGREEMENTSubscription Agreement • February 24th, 2006 • Dalrada Financial Corp • Services-management services • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of February 13, 2006, by and among Dalrada Financial Corp. (formerly Imaging Technologies Corporation), a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
ContractWarrant Agreement • February 24th, 2006 • Dalrada Financial Corp • Services-management services • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DALRADA FINANCIAL CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • February 24th, 2006 • Dalrada Financial Corp • Services-management services • New York
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • February 24th, 2006 • Dalrada Financial Corp • Services-management services • New York
COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of February 13, 2006, among Barbara R. Mittman (the "Collateral Agent"), and the parties identified on Schedule A hereto (each, individually, a "Lender" and collectively, the "Lenders"), who hold or will acquire convertible promissory notes issued or to be issued by Dalrada Financial Corp. (“Parent”), a Delaware corporation, at or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes").
SECURED CONVERTIBLE NOTESecured Convertible Note • February 24th, 2006 • Dalrada Financial Corp • Services-management services • New York
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • February 24th, 2006 • Dalrada Financial Corp • Services-management services • New York
This Agreement is dated as of the 13th day of February, 2006 among Dalrada Financial Corp., a Delaware corporation (the "Company"), the Subscribers identified on Schedule A hereto (each a “Subscriber” and collectively “Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"):
FORM OF GUARANTYGuaranty • February 24th, 2006 • Dalrada Financial Corp • Services-management services • New York
FINANCIAL CONSULTING AGREEMENTFinancial Consulting Agreement • February 24th, 2006 • Dalrada Financial Corp • Services-management services • New York
THIS AGREEMENT (the "Agreement") is made effective as of February 9, 2006 between GHILLIE FINANZ, S.A., a Swiss corporation, maintaining an office at Bundesstrasse 3, 6304 Zug CH, Switzerland, telecopier: (415) 981-5301(hereinafter the "Consultant") and DALRADA FINANCIAL CORP., a Delaware corporation, maintaining an office at 9449 Balboa Avenue, Suite 211, San Diego, CA 92123, telecopier: (858) 613-1311 (hereinafter the "Company").
