STOCK PLEDGE AGREEMENTStock Pledge Agreement • December 6th, 2007 • NewMarket Technology Inc • Telephone communications (no radiotelephone) • New York
This Stock Pledge Agreement (this “Agreement”), dated as of November 30, 2007, among LV ADMINISTRATIVE SERVICES INC., as administrative and collateral agent for the Creditor Parties (as defined below) (the “Pledgee”), NEWMARKET TECHNOLOGY, INC., a Nevada corporation (the “Company”), and each of the other undersigned parties (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2007 • NewMarket Technology Inc • Telephone communications (no radiotelephone) • New York
This Agreement is made pursuant to the Security Agreement dated as of the date hereof by and between the Company, various subsidiaries of the Company, the Investor, the other Lenders and LV Administrative Services, Inc., as administrative and collateral agent for the Lenders (as amended, restated, modified and/or supplemented from time to time, the “Security Agreement”).
SECURITY AGREEMENT as Administrative and Collateral Agent THE LENDERS From Time to Time Party Hereto NEWMARKET TECHNOLOGY, INC. IP GLOBAL VOICE, INC. NETSCO, INC.Security Agreement • December 6th, 2007 • NewMarket Technology Inc • Telephone communications (no radiotelephone) • New York
This SECURITY AGREEMENT is made as of November 30, 2007 by and among the lenders from time to time party hereto (the “Lenders”), LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (in such capacity, the “Agent” and together with the Lenders, the “Creditor Parties”), NEWMARKET TECHNOLOGY, INC., a Nevada corporation (the “Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”; the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
COLLATERAL ASSIGNMENT OF NOTECollateral Assignment of Note • December 6th, 2007 • NewMarket Technology Inc • Telephone communications (no radiotelephone)
WHEREAS, Assignor and Assignee have entered into a Security Agreement dated as of the date hereof (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”), pursuant to which the Creditor Parties (as defined in the Security Agreement) have provided or will provide certain financial accommodations to the Assignor and certain subsidiaries of the Assignor. All capitalized terms not herein defined shall have the meanings given to them in the Security Agreement.
ContractNewMarket Technology Inc • December 6th, 2007 • Telephone communications (no radiotelephone) • New York
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 NEWMARKET TECHNOLOGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractCommon Stock Purchase Warrant • December 6th, 2007 • NewMarket Technology Inc • Telephone communications (no radiotelephone) • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
SUBORDINATION AGREEMENTSubordination Agreement • December 6th, 2007 • NewMarket Technology Inc • Telephone communications (no radiotelephone) • New York
This Subordination Agreement (this “Agreement”) is hereby made as of this 30th day of November, 2007, by and between Ingram Micro Inc. (“Creditor”) with a place of business located at 1759 Wherle Drive, Williamsville, New York 14221 and LV Administrative Services, Inc., as agent for the Lenders (as defined below) (“Agent”) with a place of business at 335 Madison Avenue, 10th Floor, New York, New York 10017.
ContractNewMarket Technology Inc • December 6th, 2007 • Telephone communications (no radiotelephone) • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. 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 NEWMARKET TECHNOLOGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 6th, 2007 • NewMarket Technology Inc • Telephone communications (no radiotelephone) • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as from time to time amended, restated, supplemented or otherwise modified, the “Agreement”), dated as of November 30, 2007, is made by NewMarket Technology, Inc. (“NewMarket”), IP Global Voice, Inc. (“IP Global”), Netsco, Inc. (“Netsco”), NewMarket China, Inc. (“NewMarket China”), NewMarket Broadband, Inc. (“NewMarket Broadband”) and NewMarket Intellectual Property, Inc. (“NewMarket IP” and together with NewMarket, IP Global, Netsco, NewMarket China, NewMarket Broadband and NewMarket IP, the “Grantors” and each, a “Grantor”) in favor of LV Administrative Services, Inc., a Delaware corporation, as administrative and collateral agent for the Lenders (as defined in the Security Agreement referred to below) (the “Agent”).
COLLATERAL ASSIGNMENT OF NOTECollateral Assignment of Note • December 6th, 2007 • NewMarket Technology Inc • Telephone communications (no radiotelephone)
WHEREAS, Assignor and Assignee have entered into a Security Agreement dated as of the date hereof (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”), pursuant to which the Creditor Parties (as defined in the Security Agreement) have provided or will provide certain financial accommodations to the Assignor and certain subsidiaries of the Assignor. All capitalized terms not herein defined shall have the meanings given to them in the Security Agreement.
