PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 7th, 2007 • U S Wireless Data Inc • Blank checks • New York
This PLEDGE AND SECURITY AGREEMENT (the “Agreement”), dated as of June 1, 2007, by and among StarVox Communications, Inc., a California corporation (the “Company”), U.S. Wireless Data, Inc. a Delaware corporation (the “Parent”), Capital Telecommunications, Inc., a Pennsylvania corporation ( “Guarantor” and together with the Company and Parent, the “Debtors” and each, a “Debtor”), and such Holders of those certain Senior Secured Debentures (each, a “Secured Party” and together, the “Secured Parties”), in the aggregate principal amount of $9,000,000, as the same may be amended from time to time (the “Debentures”), issued by the Company to the Secured Parties in connection with that certain Securities Purchase Agreement entered into by and among the Company and the Secured Parties, and guaranteed by each Guarantor, on the date hereof (the “Securities Purchase Agreement”);
SECOND AMENDMENT TO THE SENIOR SECURED PROMISSORY NOTESSubordination Agreement • June 7th, 2007 • U S Wireless Data Inc • Blank checks • New York
This SECOND AMENDMENT TO THE SENIOR SECURED PROMISSORY NOTES (this “Amendment”) amends those Senior Secured Promissory Notes, as amended to date (the “2006 Notes”) set forth on Schedule I hereto and issued pursuant to the Secured Convertible Note and Warrant Purchase Agreement, dated May 24, 2006, as amended to date (the “2006 Purchase Agreement”) by and among StarVox Communications, Inc., a California corporation (the “Company) and the Holders set forth on Schedule I thereto (the “2006 Holders,” and each, a “2006 Holder”) and is made and entered into as of June 1, 2007 by and among the Company and the 2006 Holders party hereto. Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the 2006 Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 7th, 2007 • U S Wireless Data Inc • Blank checks • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2007, by and among StarVox Communications, Inc., a California corporation, with headquarters located at 2728 Orchard Parkway, San Jose, California 95134-2012 (the “Company”), U.S. Wireless Data, Inc., a Delaware corporation, with headquarters located at 2728 Orchard Parkway, San Jose, California 95134-2012 (“Parent”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”);
SECURED GUARANTYSecured Guaranty • June 7th, 2007 • U S Wireless Data Inc • Blank checks • New York
THIS SECURED GUARANTY (this “Guaranty”), dated as of June 1, 2007, is made by U.S. Wireless Data, Inc. a Delaware corporation and Capital Telecommunications, Inc., a Pennsylvania corporation (each a “Guarantor” and collectively, the “Guarantors”).
