Cyber Digital Inc Sample Contracts

COMMON STOCK PURCHASE WARRANT (Equity Line)
Cyber Digital Inc • August 2nd, 2001 • Telephone & telegraph apparatus • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 7th, 2005 • Cyber Digital Inc • Telephone & telegraph apparatus • Massachusetts

Registration Rights Agreement (the "Agreement"), dated as of November 3, 2005, by and between Cyber Digital, Incorporated, a corporation organized under the laws of State of New York, with its principal executive office at 400 Oser Avenue, Hauppauge, NY 11788 (the "Company"), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Boston, MA 02116 (the "Holder").

ARTICLE I REGISTRATION RIGHTS
Registration Rights Agreement • August 2nd, 2001 • Cyber Digital Inc • Telephone & telegraph apparatus
COMMON STOCK PURCHASE WARRANT (Equity Line)
Cyber Digital Inc • August 2nd, 2001 • Telephone & telegraph apparatus • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 29th, 2007 • Cyber Digital Inc • Telephone & telegraph apparatus • New York

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the "Purchase Agreement"), and pursuant to the Note referred to therein.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 29th, 2007 • Cyber Digital Inc • Telephone & telegraph apparatus • New York

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is executed as of June 22, 2007 for effectiveness as of June 1, 2007, by and between CYBER DIGITAL, INC., a New York corporation (the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the "Purchaser").

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • June 29th, 2007 • Cyber Digital Inc • Telephone & telegraph apparatus • New York

This Stock Pledge Agreement (this "Agreement"), executed as of June 22, 2007 for effectiveness as of June 1, 2007, among Laurus Master Fund, Ltd. (the "Pledgee"), Cyber Digital, Inc., a New York corporation (the "Company"), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a "Pledgor" and collectively, the "Pledgors").

December 4, 1996
Employment Agreement • December 16th, 1996 • Cyber Digital Inc • Telephone & telegraph apparatus
BY AND AMONG
Credit Agreement • August 2nd, 2001 • Cyber Digital Inc • Telephone & telegraph apparatus • New York
AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 11th, 2007 • Cyber Digital Inc • Telephone & telegraph apparatus • New York

This AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT (this "Amendment") is made and entered into as of June 8, 2007 by and among eLEC Communications Corp., a New York corporation having an address at 75 South Broadway Suite 302 White Plains, NY 10601 ("Seller"), CYBD Acquisition, Inc., a New York corporation and wholly-owned subsidiary of Cyber Digital (as defined below) having an address at 400 Oser Avenue, Hauppauge, New York 11788 ("Acquisition Sub"), and Cyber Digital, Inc., a New York corporation having an address at 400 Oser Avenue, Hauppauge, New York 11788 ("Cyber Digital" and, together with Acquisition Sub, collectively, "Purchaser"), to amend that certain Stock Purchase Agreement, dated as of December 14, 2006, as amended to date, by and among Seller, Acquisition Sub and Cyber Digital (as amended, the "Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

FUNDS ESCROW AGREEMENT
Funds Escrow Agreement • June 29th, 2007 • Cyber Digital Inc • Telephone & telegraph apparatus • New York

This Agreement (this "Agreement") is executed as of June 22, 2007 for effectiveness as of June 1, 2007 among CYBER DIGITAL, INC., a New York corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"):

CYBER DIGITAL, INC. PLACEMENT AGENT AGREEMENT
Agent Agreement • November 7th, 2005 • Cyber Digital Inc • Telephone & telegraph apparatus • Delaware

The undersigned, Cyber Digital, Inc., a New York corporation (the "COMPANY"), hereby agrees with US EURO Securities, Inc. (the "PLACEMENT AGENT") and Dutchess Private Equities Fund, L.P., a Delaware Limited Partnership (the "INVESTOR") as follows:

STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 14, 2006 BY AND AMONG eLEC COMMUNICATIONS CORP., CYBD ACQUISITION II, INC., AND CYBER DIGITAL, INC., with respect to the stock of TELECARRIER SERVICES, INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 20th, 2006 • Cyber Digital Inc • Telephone & telegraph apparatus • New York

This STOCK PURCHASE AGREEMENT, dated as of December 14, 2006 (the "Agreement"), is entered into by and among eLEC Communications Corp., a New York corporation having an address at 75 South Broadway Suite 302 White Plains, NY 10601 ("Seller"), CYBD Acquisition II, Inc., a New York corporation and wholly-owned subsidiary of Cyber Digital (as defined below) having an address at 400 Oser Avenue, Hauppauge, New York 11788 ("Acquisition Sub"), and Cyber Digital, Inc., a New York corporation having an address at 400 Oser Avenue, Hauppauge, New York 11788 ("Cyber Digital" and, together with Acquisition Sub, collectively, "Purchaser").

ARTICLE I INTERPRETATION
Private Equity Line Funds Escrow Agreement • February 13th, 2002 • Cyber Digital Inc • Telephone & telegraph apparatus • New York
STOCK OPTION AGREEMENT
Option Agreement • November 7th, 2005 • Cyber Digital Inc • Telephone & telegraph apparatus • New York

OPTION AGREEMENT, dated as of this 29th day of August , 2005 between CYBER DIGITAL, INC. (the "Company") and April Frisby of Weed & Co. LLP (the "Optionee").

Contract
Cyber Digital Inc • June 29th, 2007 • Telephone & telegraph apparatus

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CYBER DIGITAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract
Investment Agreement • September 7th, 2005 • Cyber Digital Inc • Telephone & telegraph apparatus • Massachusetts
CYBER DIGITAL, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT
Cyber Digital Inc • June 29th, 2007 • Telephone & telegraph apparatus • New York

To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands

INVESTMENT AGREEMENT
Investment Agreement • November 7th, 2005 • Cyber Digital Inc • Telephone & telegraph apparatus • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of November 3, 2005 by and between Cyber Digital, Incorporated, a New York corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").

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PROMISSORY NOTE
Cyber Digital Inc • November 7th, 2005 • Telephone & telegraph apparatus • New York
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