Phoenix International Ventures, Inc. – Exhibit B SECURITY AGREEMENT (September 28th, 2011)This Security Agreement ("Security Agreement") is made this __ day of September 2011, by Phoenix Aerospace, Inc., a Nevada corporation ("PAI"), of 61B Industrial Parkway, Mound House, NV 89706, U.S.A. in favor of Zvi Bar-Nes Nissensohn ("Bar-Nes"), Israeli Passport no. 9379265 of 27 Alexander Penn, Tel-Aviv 69641, Israel, or any affiliate of Bar-Nes (with Bar-Nes, the "Lender") in accordance with PAI's Articles of Incorporation and all the other provisions that grant PAI power in such respect and in accordance with resolutions of PAI's board of directors dated September __, 2011.
Phoenix International Ventures, Inc. – Convertible Loan Agreement (September 28th, 2011)This Convertible Loan Agreement (this "Agreement") is made as of September [__], 2011, by and among Phoenix Aerospace, Inc., a company incorporated under the laws of the State of Nevada of 61B Industrial Parkway, Mound House, NV 89706, U.S.A (the "Borrower"); Phoenix International Ventures, Inc., a company incorporated under the laws of the State of Nevada of 61B Industrial Parkway, Mound House, NV 89706, U.S.A ("Phoenix"); and Zvi Bar-Nes Nissensohn Nissensohn, Israeli Passport no. 9379265 of 27 Alexander Penn, Tel-Aviv 69641, Israel and\or a company under his control (at least more than 50%) (collectively, the "Lender"). The Borrower, Phoenix and the Lender may be referred to as "Party" and collectively, as the "Parties".
Phoenix International Ventures, Inc. – Exhibit C PLEDGE AND SECURITY AGREEMENT (September 28th, 2011)This Pledge and Security Agreement ("Security Agreement") is made this __ day of September 2011, by Phoenix International Ventures, Inc., a Nevada corporation ("Company"), of 61B Industrial Parkway, Mound House, NV 89706, U.S.A. in favor of Zvi Bar-Nes Nissensohn ("Bar-Nes"), Israeli Passport no. 9379265 of 27 Alexander Penn, Tel-Aviv 69641, Israel or his assigns or affiliates (with Bar-Nes, the "Lender") in accordance with the Company's Articles of Incorporation and all the other provisions that grant the Company power in such respect and in accordance with resolutions of the Company's board of directors dated September __, 2011.
Phoenix International Ventures, Inc. – Exhibit a UNCONDITIONAL GUARANTEE (September 28th, 2011)In consideration of financial accommodations given or to be given or continued to, Phoenix Aerospace, Inc., a company incorporated under the laws of the State of Nevada (the "Borrower") of 61B Industrial Parkway, Mound House, NV 89706, U.S.A., by Zvi Bar-Nes Nissensohn, Israeli Passport no. 9379265 (the "Lender"), pursuant to that certain Convertible Loan Agreement made and entered into on even date ("CLA") among the Borrower, the undersigned and the Lender, the undersigned irrevocably and unconditionally guarantee to the Lender, payment pursuant to the CLA when due, whether by acceleration or otherwise, of any and all liabilities of the Borrower to the Lender, to amounts, together with all interest thereon and all attorney's fees, costs and expenses of collection incurred by the Lender in enforcing any of such liabilities and/or the terms hereof.
Phoenix International Ventures, Inc. – Phoenix International Ventures, Inc. Settlement Agreement and Mutual Release (March 25th, 2011)This Settlement Agreement and Mutual Release (the "Agreement") is made and entered into this 22nd day of March 2011 ("Agreement Date") by and among PHOENIX INTERNATIONAL VENTURES, INC., a Nevada corporation, (the "Company"), NEEV NISSENSON, an individual ("N. Nissenson"), and ZAHIR TEJA, an individual ("Teja") and the individuals or entities who have executed this Agreement under the headings "Investors" and "Converting Investors". The Company, N. Nissenson, Teja, the Investors and the Converting Investors are hereinafter sometimes collectively referred to as the "Parties".
Phoenix International Ventures, Inc. – Phoenix International Ventures, Inc. Settlement Agreement and Mutual Release (March 25th, 2011)This Settlement Agreement and Mutual Release (the "Agreement") is made and entered into this 22nd day of March 2011 ("Agreement Date"), by and among PHOENIX INTERNATIONAL VENTURES, INC., a Nevada corporation, (the "Company"), ANNEY BUSINESS CORP. a British Virgin Islands corporation ("Anney"), HAIM NISSENSON, an individual ("H. Nissenson"), ZAHIR TEJA, an individual ("Teja"), and the individuals or entities who have executed this Agreement under the headings "Investors" and "Converting Investors". The Company, Anney, H. Nissenson, Teja the Investors and the Converting Investors are hereinafter sometimes collectively referred to as the "Parties".
Phoenix International Ventures, Inc. – AMENDED AND RESTATED BY-LAWS OF PHOENIX INTERNATIONAL VENTURES, INC. A Nevada Corporation ARTICLE I - OFFICES (March 25th, 2011)The registered office of the Corporation in the State of Nevada shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the State of Nevada as the Board of Directors may, from time to time, determine.
Phoenix International Ventures, Inc. – Lock Up Agreement (March 25th, 2011)THIS LOCK-UP AGREEMENT ("Agreement") is made and entered into this 22nd day of March 2011 (the "Agreement Date"), by and among PHOENIX INTERNATIONAL VENTURES, INC., a Nevada corporation (the "Company") and each of the persons or entities who have executed this Agreement in their individual capacities as an existing or potential stockholder of the Company (each a "Stockholder" and collectively, the "Stockholders"). The Company and the Stockholders are hereinafter sometimes collectively referred to as the "Parties."
Phoenix International Ventures, Inc. – Contract (August 16th, 2010)
Phoenix International Ventures, Inc. – Phoenix International Ventures, Inc. "Promissory Note Agreement" (May 17th, 2010)FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN) hereby promises to pay _____________. (the "Holder") on May____, 2011 (the "Maturity Date"), or earlier, the Note Amount of ______________________ (_____________) plus accrued and unpaid interest thereon, in such amounts, at such times and on such terms and conditions as are specified herein. The Company, and the Holder are sometimes hereinafter collectively referred to as the "Parties" and each a "Party" to this Promissory Note Extension Agreement (the "Agreement").
Phoenix International Ventures, Inc. – Phoenix International Ventures, Inc. "Promissory Note Agreement" (May 17th, 2010)FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN) hereby promises to pay _____________. (the "Holder") on March ________, 2012 (the "Maturity Date"), or earlier, the Note Amount of ______________________ (_____________) plus accrued and unpaid interest thereon, in such amounts, at such times and on such terms and conditions as are specified herein. The Company, and the Holder are sometimes hereinafter collectively referred to as the "Parties" and each a "Party" to this Promissory Note Extension Agreement (the "Agreement").
Phoenix International Ventures, Inc. – Phoenix International Ventures, Inc. "Promissory Note Agreement" (August 11th, 2009)FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN) hereby promises to pay ___________. (the "Holder") on __________ , 2010 (the "Maturity Date"), or earlier, the Note Amount of _______________ ($___________) Dollars U.S. plus accrued and unpaid interest thereon, in such amounts, at such times and on such terms and conditions as are specified herein. The Company, and the Holder are sometimes hereinafter collectively referred to as the "Parties" and each a "Party" to this Promissory Note Extension Agreement (the "Agreement").
Phoenix International Ventures, Inc. – Phoenix International Ventures, Inc. "Promissory Note Extension Agreement" (August 11th, 2009)FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN) hereby promises to pay _______________. (the "Holder") on July 20, 2010 (the "Maturity Date"), or earlier, the Note Amount of __________ ($________) Dollars U.S. plus accrued and unpaid interest thereon, in such amounts, at such times and on such terms and conditions as are specified herein. The Company, and the Holder are sometimes hereinafter collectively referred to as the "Parties" and each a "Party" to this Promissory Note Extension Agreement (the "Agreement").
Phoenix International Ventures, Inc. – Phoenix International Ventures, Inc "Promissory Note Agreement" (September 5th, 2008)FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN) hereby promises to pay __________. (the "Holder") on ____, 2009 (the "Maturity Date"), or earlier, the Note Amount of ___________ plus accrued and unpaid interest thereon, in such amounts, at such times and on such terms and conditions as are specified herein. The Company, and the Holder are sometimes hereinafter collectively referred to as the "Parties" and each a "Party" to this Agreement.
Phoenix International Ventures, Inc. – Contract (September 5th, 2008)THE WARRANT EVIDENCED HEREBY, AND THE SECURITIES ISSUABLE HEREUNDER, HAVE BEEN AND SHALL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE STATE SECURITY LAWS. THE WARRANT AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND SHALL NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED DISPOSITION IS THE SUBJECT OF A CURRENTLY EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND SUCH STATE SECURITIES LAWS IN CONNECTION WITH SUCH DISPOSITION.
Phoenix International Ventures, Inc. – Phoenix International Ventures, Inc "Promissory Note Agreement" (September 5th, 2008)FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN) hereby promises to pay______________. (the "Holder") on ____, 2009 (the "Maturity Date"), or earlier, the Note Amount of ____________ dollars U.S. (_________), plus accrued and unpaid interest thereon, in such amounts, at such times and on such terms and conditions as are specified herein. The Company, and the Holder are sometimes hereinafter collectively referred to as the "Parties" and each a "Party" to this Agreement.
Phoenix International Ventures, Inc. – Phoenix International Ventures, Inc. Subscription Agreement for the Purchase of Units (January 3rd, 2008)PHOENIX INTERNATIONAL VENTURES, INC., a Nevadacorporation (the "Company") is offering (this "Offering")for sale to certain individuals (the "Investors") up to 350,000 units (the "Offering"). Each Unit consists of two shares of common stock and one warrant to purchase common stock (the "Warrants"). Each Warrant is excercisable for a period of two years at an exercise price of $1.00 per share. The Units are offered at $1.40 per Unit.
Phoenix International Ventures, Inc. – Contract (January 3rd, 2008)THE WARRANT EVIDENCED HEREBY, AND THE SECURITIES ISSUABLE HEREUNDER, HAVE BEEN AND SHALL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE STATE SECURITY LAWS. THE WARRANT AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND SHALL NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED DISPOSITION IS THE SUBJECT OF A CURRENTLY EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND SUCH STATE SECURITIES LAWS IN CONNECTION WITH SUCH DISPOSITION.
Phoenix International Ventures, Inc. – Phoenix International Ventures, Inc. 2201 Lockheed Way Carson City, Nevada 89706 (January 3rd, 2008)Reference is made to that certain Subscription Agreement ("Subscription Agreement") for the purchase of units of Phoenix International Ventures, Inc. (the "Company"), each comprised of two shares of common stock and a warrant to purchase an additional share of common stock of the Company (the "Units"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Agreement.
Phoenix International Ventures, Inc. – Commercial Lease and Deposit Receipt (October 2nd, 2007)("the Premises") consisting of approximately 7.500 square feet, which is approximately 75 % of the total rental square footage of the entire property, upon the following terms and conditions:
Phoenix International Ventures, Inc. – (A) in Making the Decision to Invest in the Securities, You Have Discussed With Your Counsel the Representations, Warranties and Agreements Which You Are Making in This Letter Agreement, the Applicable Limitations Upon the Resale of the Securities, and the Investment, Tax and Legal Consequences of This Investment. You Disclaim Reliance on Any Statements Made or Information Provided by Any Person or Entity in the Course of Your Consideration of an Investment in the Securities. (B) You Understand That No Federal or State Agency Has Made Any Finding or Determination Regarding the Fairness of This (May 14th, 2007)
Phoenix International Ventures, Inc. – Phoenix International Ventures, Inc. Employment Agreement (January 26th, 2007)EMPLOYMENT AGREEMENT (this "Agreement") made as of this 14th day of December, 2006 by and between PHOENIX INTERNATIONAL VENTURES, INC., a Nevada corporation, having an office at 2201 Lockheed Way, Carson City, Nevada 89706 ("Employer") and Zahir Teja, an individual residing at 6776 N. Drexel Dr., Sparks, NV 89436 ("Executive");
Phoenix International Ventures, Inc. – Phoenix International Ventures, Inc. Employment Agreement (January 26th, 2007)EMPLOYMENT AGREEMENT (this "Agreement") made as of this 14th day of December, 2006 by and between PHOENIX INTERNATIONAL VENTURES, INC., a Nevada corporation, having an office at 2201 Lockheed Way, Carson City, Nevada 89706 ("Employer") and Teja N. Shariff, an individual with an address at 388 East Main Street, Branford, CT 06405 ("Executive");
Phoenix International Ventures, Inc. – Consulting Agreement (January 26th, 2007)This agreement is valid as long as PIV exists and Teja and or the Nissenson family directly or indirectly own shares in PIV.
Phoenix International Ventures, Inc. – Agreement to Convert Note Into Common Stock. Upon the Terms and Subject to the Conditions Hereinafter Set Forth, You Hereby Agree to Accept in Full Satisfaction of the Debt the Right to Receive Such Number of Shares of the Company That Equals 96,000 Shares of Phoenix International Ventures, Inc. Common Stock, Par Value $.001 Per Share (Collectively, the "Securities"). To This End, Simultaneous With the Execution and Delivery of This Letter Agreement, You Hereby Tender the Note, Marked "Cancelled". The Company Will Cause Phoenix International Ventures, Inc. ("PIV") to Issue Certificate(s) Repre (January 26th, 2007)"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE "BLUE SKY" OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE 1933 ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT BUT ONLY UPON A HOLDER THEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE 1933 ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAWS."
Phoenix International Ventures, Inc. – C-O Incorporated Under the Laws of the State of Nevada Phoenix International Ventures, Inc. 50,000,000 Shares $.001 Par Value Common Stock (January 26th, 2007)
Phoenix International Ventures, Inc. – Phoenix International Ventures, Inc. Employment Agreement (January 26th, 2007)EMPLOYMENT AGREEMENT (this "Agreement") made as of this 14th day of December, 2006 by and between PHOENIX INTERNATIONAL VENTURES, INC., a Nevada corporation, having an office at 2201 Lockheed Way, Carson City, Nevada 89706 ("Employer") and Neev Nissenson, an individual residing at 11a Yehuda Hamacabi St., Herzliya, Israel ("Executive");
Phoenix International Ventures, Inc. – Share Exchange Agreement (January 26th, 2007)THIS SHARE EXCHANGE AGREEMENT (this "Agreement"), is entered into as of the 1st day of December, 2006, by and among: (i) Phoenix International Ventures, Inc. a Nevada corporation ("International Ventures"), (ii) Phoenix Aerospace, Inc., a Nevada corporation ("Aerospace"), and (iii) Zahir Teja, the owner of all the issued and outstanding shares of Aerospace and a stockholder of International Ventures ("Teja"). International Ventures, Aerospace, and Teja are referred to collectively as the "Parties".
Phoenix International Ventures, Inc. – The Debt. As of the Date Hereof, the Aggregate Amount of the Outstanding Principal Amount, Accrued but Unpaid Interest, and All Other Amounts Due and Payable Under the Note Is: $75,000 (Collectively the "Debt"). Aside From the Debt, the Company Is Not Otherwise Indebted to You. (January 26th, 2007)"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE "BLUE SKY" OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE 1933 ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT BUT ONLY UPON A HOLDER THEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE 1933 ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAWS."
Phoenix International Ventures, Inc. – (A) in Making the Decision to Invest in the Securities, You Have Discussed With Your Counsel the Representations, Warranties and Agreements Which You Are Making in This Letter Agreement, the Applicable Limitations Upon the Resale of the Securities, and the Investment, Tax and Legal Consequences of This Investment. You Disclaim Reliance on Any Statements Made or Information Provided by Any Person or Entity in the Course of Your Consideration of an Investment in the Securities. (B) You Understand That No Federal or State Agency Has Made Any Finding or Determination Regarding the Fairness of This (January 26th, 2007)"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE "BLUE SKY" OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE 1933 ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT BUT ONLY UPON A HOLDER THEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE 1933 ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAWS."