Aerotelesis Inc Sample Contracts

BACKGROUND
Escrow Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • Delaware
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ARTICLE I DEFINITIONS
Agreement and Plan of Reorganization • October 10th, 2003 • Pacific Realm Inc • Services-nursing & personal care facilities • Delaware
ARTICLE 1.
Security Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • New Jersey
WITNESSETH
Securities Purchase Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • Delaware
Exhibit 99.7 AEROTELESIS, INC. PLACEMENT AGENT AGREEMENT
Agent Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • Delaware
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 21st, 2006 • Aerotelesis Inc • Telephone communications (no radiotelephone) • New Jersey

THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February ___, 2006, by and among AEROTELESIS, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • February 21st, 2006 • Aerotelesis Inc • Telephone communications (no radiotelephone) • New Jersey

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February ____, 2006, by and among AEROTELESIS, INC., a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

ARTICLE 1.
Subsidiary Security Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • Delaware
RECITALS:
Pledge and Escrow Agreement • July 27th, 2005 • Aerotelesis Inc • Telephone communications (no radiotelephone) • Delaware
AMENDED AND RESTATED PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • February 21st, 2006 • Aerotelesis Inc • Telephone communications (no radiotelephone) • New Jersey

THIS AMENDED AND RESTATED PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of February ___, 2006 (the “Effective Date”) by and among AEROTELESIS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).

AMENDED AND RESTATED SECURITY AGREEMENT
Amended and Restated Security Agreement • February 21st, 2006 • Aerotelesis Inc • Telephone communications (no radiotelephone) • New Jersey

THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of February ___, 2006, by and between AEROTELESIS, INC., a Delaware corporation (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).

SUBSIDIARY SECURITY AGREEMENT
Subsidiary Security Agreement • February 21st, 2006 • Aerotelesis Inc • Telephone communications (no radiotelephone) • New Jersey

THIS SUBSIDIARY SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of February __, 2006, by and between AEROTELESIS IP NETWORKS, INC., a Delaware corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP (the “Secured Party”).

AGREEMENT
Agreement • July 14th, 2004 • Aerotelesis Inc • Services-nursing & personal care facilities
ASSIGNMENT AGREEMENT
Assignment Agreement • February 21st, 2006 • Aerotelesis Inc • Telephone communications (no radiotelephone)

KNOW ALL MEN BY THESE PRESENTS, that on this ___ day of February, 2006, HIGHGATE HOUSE FUNDS, LTD. (the “Assignor”) does hereby agree to the following for and in consideration of the sum of $1,528,333 and other good and valuable consideration received from the persons listed on Exhibit “A” and Exhibit “B” hereto (the “Assignee”):

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