THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE...Warrant Agreement • March 21st, 2006 • Cal-Bay International Inc • Wholesale-professional & commercial equipment & supplies • New York
INTERCREDITOR AGREEMENT This Intercreditor Agreement (this "Agreement") is made and entered into as of this 14th day of March, 2006 by and between Professional Traders Fund, LLC ("PTF") and Professional Offshore Opportunity Fund Limited ("POOF")....Intercreditor Agreement • March 21st, 2006 • Cal-Bay International Inc • Wholesale-professional & commercial equipment & supplies • New York
ARTICLE I TERMS OF PAYMENTSenior Secured Convertible Promissory Note • March 21st, 2006 • Cal-Bay International Inc • Wholesale-professional & commercial equipment & supplies • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of the 14th day of March, 2006 (this "Agreement") by and among CAL-BAY INTERNATIONAL, INC. a Nevada corporation (the "Corporation"), PROFESSIONAL TRADERS FUND, LLC and PROFESSIONAL...Registration Rights Agreement • March 21st, 2006 • Cal-Bay International Inc • Wholesale-professional & commercial equipment & supplies • New York
