SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 12th, 2007 • Airbee Wireless, Inc. • Services-prepackaged software • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October _5 , 2007 among Airbee Wireless, Inc., a Delaware corporation (the “Company”), and Golden Gate Investors, Inc., a California corporation (“Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2005 • Airbee Wireless, Inc. • Services-prepackaged software • New Jersey
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 20, 2005 by and between AIRBEE WIRELESS, INC., a Nevada corporation, with its principal office located at 9400 Key West Avenue Rockville, Maryland (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2006 • Airbee Wireless, Inc. • Services-prepackaged software • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 29, 2005, by and among AIRBEE WIRELESS, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • January 5th, 2006 • Airbee Wireless, Inc. • Services-prepackaged software • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2005, by and among AIRBEE WIRELESS, INC., a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • February 12th, 2008 • Airbee Wireless, Inc. • Services-prepackaged software • New York
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of January 30, 2008, by and between AIRBEE WIRELESS, INC., a Delaware corporation with its principal place of business located at 9400 Key West Avenue Rockville, MD (the “Company”), and the BUYER(S) listed on Schedule I attached to the Purchase Agreement dated the date hereof (the “Secured Party”).
STANDBY EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • April 28th, 2005 • Airbee Wireless, Inc. • Services-prepackaged software • New Jersey
THIS AGREEMENT dated as of the 20th day of April 2005 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and AIRBEE WIRELESS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
ESCROW AGREEMENTEscrow Agreement • April 28th, 2005 • Airbee Wireless, Inc. • Services-prepackaged software • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of April 20, 2005 by AIRBEE WIRELESS, INC., a Delaware corporation (the “Company”); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”); and DAVID GONZALEZ, ESQ. (the “Escrow Agent”).
PLACEMENT AGENT AGREEMENTAgent Agreement • April 28th, 2005 • Airbee Wireless, Inc. • Services-prepackaged software • New Jersey
The undersigned, Airbee Wireless, Inc., a Delaware corporation (the “Company”), hereby agrees with Monitor Capital Inc. (the “Placement Agent”) and Cornell Capital Partners, LP, a Delaware Limited Partnership (the “Investor”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2006 • Airbee Wireless, Inc. • Services-prepackaged software • Maryland
THIS EMPLOYMENT AGREEMENT effective as of the 15th day of September, 2002, and updated on September 16, 2005 by and between AIRBEE WIRELESS (India) Pvt. Ltd. a subsidiary of Airbee Wireless, Inc. (the “Corporation”), a Delaware corporation, and Ramanujam Satagopan, residing at Old 33 New 16, Mahalakshmi Street, T’Nagar, Chennai 600017, India (the “Executive”). Such update is made effective April 1, 2005.
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2006 • Airbee Wireless, Inc. • Services-prepackaged software • New York
THIS EMPLOYMENT AGREEMENT effective as of the 1st day of January, 2006, by and between AIRBEE WIRELESS, INC. (the “Corporation”), a Delaware corporation, and Sundaresan Raja, residing at 19105 Grotto Lane, Germantown, MD 20874 (the “Executive”).
ContractAirbee Wireless, Inc. • October 12th, 2007 • Services-prepackaged software • California
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SOFTWARE LICENSE AGREEMENT No. 2005-011 This Software License Agreement ("Agreement") is effective August_, 2005 (the “Effective Date”) by and between Airbee Wireless, Inc. (“Airbee” or “Licensor”) whose principal office is at: Rockville, Maryland...Software License Agreement • October 4th, 2006 • Airbee Wireless, Inc. • Services-prepackaged software • Maryland
WHEREAS, Airbee Wireless, Inc. and SoftBaugh, Inc. desire to enter into an Agreement to provide SoftBaugh developed development kit/modules with the Airbee ZigBee software stack; and
SECURITY AGREEMENTSecurity Agreement • January 5th, 2006 • Airbee Wireless, Inc. • Services-prepackaged software • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of December 29, 2005, by and between AIRBEE WIRELESS, INC., a Delaware corporation with its principal place of business located at 9400 Key West Avenue Rockville, MD (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • January 5th, 2006 • Airbee Wireless, Inc. • Services-prepackaged software • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of December 29, 2005 (the “Effective Date”) by and among AIRBEE WIRELESS, 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”).
Restricted Equity Purchase AgreementRestricted Equity Purchase Agreement • August 17th, 2007 • Airbee Wireless, Inc. • Services-prepackaged software • New York
THIS Restricted Equity Purchase Agreement (this “Agreement”) is made and entered into as of May 14, 2007, between Airbee Wireless, Inc., a Delaware corporation (the “Company”), and Mercatus & Partners Limited a United Kingdom Private Limited Company (the “Purchaser”).
Amendment No. 3 to Debenture and Warrant Purchase AgreementDebenture and Warrant Purchase Agreement • August 7th, 2008 • Airbee Wireless, Inc. • Services-prepackaged software • New York
This Amendment No. 3 to Debenture and Warrant Purchase Agreement (the “Agreement”) is effective as of July 31, 2008, by and between Airbee Wireless, Inc., a Delaware corporation (the “Company”) and each of the persons or entities listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used herein that are not defined shall have the meaning ascribed to them in the Purchase Agreement.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 5th, 2005 • Airbee Wireless, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER is dated as of the 2nd day of May 2005 (the “Agreement”), by and among IDENTITY, INC., a Delaware corporation with its principal place of business located at 20371 Cockerill Road, Purcellville, Virginia 20132 (“Identity”) and DANIEL R. NELSON, an individual resident of the State of Georgia with an address at 1536 32nd Street Columbus, Georgia 31904, the stockholder of Identity (“Seller”), AIRBEE WIRELESS, INC. a Delaware corporation with its principal place of business located at 9400 Key West Avenue, Rockville, Maryland 20850 (“Airbee”), and AIRBEE AUTOMOTIVE GROUP, INC., a Delaware corporation with its principal place of business located at 9400 Key West Avenue, Rockville, Maryland 20850 (“SUB”), which is a direct wholly-owned subsidiary of Airbee. Identity and SUB are hereinafter sometimes collectively referred to as the “Constituent Corporations.”
WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • October 12th, 2007 • Airbee Wireless, Inc. • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THE WARRANT NOR THE SHARES MAY BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
SETTLEMENT AGREEMENTSettlement Agreement • April 21st, 2008 • Airbee Wireless, Inc. • Services-prepackaged software • Maryland
This SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into as of this 15th day of April, 2008, by and between Richard P. Sommerfeld, Jr. (“Sommerfeld”), on the one hand, and Airbee Wireless, Inc. (“Airbee”), (each a Party and, together, the “Parties”).
Schedule 1.5 ESCROW AGREEMENTEscrow Agreement • May 5th, 2005 • Airbee Wireless, Inc. • Services-prepackaged software
THIS ESCROW AGREEMENT (“Escrow Agreement”) dated as of the 1st day of May 2005 (the “Agreement”), by and among IDENTITY, INC., a Delaware corporation with its principal place of business located at 20371 Cockerill Road, Purcellville, Virginia 20132 (“Identity”) and DANIEL R. NELSON, an individual resident of the State of Georgia with an address at 1536 32nd Street Columbus, Georgia 31904, the stockholder of Identity (“Seller”), AIRBEE WIRELESS, a Delaware corporation with its principal place of business located at 9400 Key West Avenue, Rockville, Maryland 20850 (“Airbee”), and AIRBEE AUTOMOTIVE GROUP, INC., a Delaware corporation with its principal place of business located at 9400 Key West Avenue, Rockville, Maryland 20850 (“SUB”), and Adorno & Yoss, LLP, a Florida limited liability partnership with its office located at 350 East Las Olas Blvd., 17th Floor, Fort Lauderdale, FL 33301 (the “Escrow Agent”).
RESCISSION AGREEMENTRescission Agreement • August 31st, 2005 • Airbee Wireless, Inc. • Services-prepackaged software
This writing is intended to be and is an enforceable agreement. Its enforceability is not subject to any further agreement or writing, notwithstanding that the parties understood that it is likely that a more detailed document may be prepared. It is agreed that this writing may enforced in any court of competent jurisdiction and pursuant to any statute which may exist in that jurisdiction providing for enforcement, including but not limited to California Code of Civil Procedure ' 664.6 or any similar statute which may exist in that jurisdiction.
Promissory Note and Settlement AgreementAnd Settlement Agreement • April 21st, 2008 • Airbee Wireless, Inc. • Services-prepackaged software • California
AMENDMENT NUMBER 1 TO SECURITY AGREEMENTSecurity Agreement • October 4th, 2006 • Airbee Wireless, Inc. • Services-prepackaged software
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 14, 2006, between Airbee Wireless (India) Pvt. Ltd., an India corporation (the “Company”), and MONTGOMERY EQUITY PARTNERS, LTD. a Cayman Islands exempted corporation (the “Secured Party”).
AIRBEE WIRELESS, INC. DEBENTURE AND WARRANT PURCHASE AGREEMENTDebenture and Warrant Purchase Agreement • February 12th, 2008 • Airbee Wireless, Inc. • Services-prepackaged software • New York
This Debenture and Warrant Purchase Agreement (the “Agreement”) is made as of January 30, 2008, by and between Airbee Wireless, Inc., a Delaware Corporation (the “Company”), and each of the persons or entities listed on Schedule I attached hereto, which Schedule I may be updated following the date hereof by mutual agreement of the parties with respect to the Third Closing (each, an “Investor” and together, the “Investors”).
INSIDER PLEDGE AND ESCROW AGREEMENTInsider Pledge and Escrow Agreement • January 5th, 2006 • Airbee Wireless, Inc. • Services-prepackaged software • New Jersey
THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of December 29, 2005 (the “Effective Date”) by and among Sundaresan Raja, E. Eugene Sharer and Ramanujam Satagopan each being an officer of the Company (the “Pledgors”), CORNELL CAPITAL PARTNERS, LP (the “Pledgee”), AIRBEE WIRELESS, INC., a Delaware corporation (the “Company”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
Amendment No. 1 to Security AgreementSecurity Agreement • August 7th, 2008 • Airbee Wireless, Inc. • Services-prepackaged software • New York
This Amendment No. 1 to Security Agreement (this “Amendment”), dated as of July 31, 2008, is made by and between Airbee Wireless, Inc., a Delaware corporation with its principal place of business located at 9400 Key West Avenue, Rockville, MD (the “Company”), and the parties signing under the caption “Secured Parties” on the signature pages hereto. The signatories hereto are referred to herein collectively as the “Parties,” and sometimes individually as a “Party.”
SECURITY AGREEMENTSecurity Agreement • April 28th, 2005 • Airbee Wireless, Inc. • Services-prepackaged software • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of April 20, 2005, by and between AIRBEE WIRELESS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and MONTGOMERY EQUITY PARTNERS, LTD (the “Secured Party”).
Amendment No. 2 to Debenture and Warrant Purchase AgreementDebenture and Warrant Purchase Agreement • April 21st, 2008 • Airbee Wireless, Inc. • Services-prepackaged software • New York
This Amendment No. 2 to Debenture and Warrant Purchase Agreement (the “Agreement”) is effective as of April 15, 2008, by and between Airbee Wireless, Inc., a Delaware corporation (the “Company”) and each of the persons or entities listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used herein that are not defined shall have the meaning ascribed to them in the Purchase Agreement.
AMENDMENT NUMBER 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2006 • Airbee Wireless, Inc. • Services-prepackaged software
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 14, 2006, between AIRBEE WIRELESS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and MONTGOMERY EQUITY PARTNERS, LTD. a Cayman Islands exempted corporation (the “Investor”).
Attention: Sundaresan Raja President and CEO Re: Letter AgreementLetter Agreement • November 14th, 2005 • Airbee Wireless, Inc. • Services-prepackaged software
This letter will memorialize the agreement by and between Airbee Wireless, Inc. (the “Company”), and Montgomery Equity Partners, LTD (the “Buyer”), regarding the proposed settlement of all amounts owed to the Buyer in connection with the Promissory Note dated April 20, 2005 issued by the Company to the Buyer (the “Promissory Note”). In connection with the Promissory Note, the Company, the Buyer, Sundaresan Raja, and David Gonzalez, Esq. entered into a Pledge and Escrow Agreement dated April 20, 2005 (the “Pledge Agremeent”) pursuant to which Mr. Raja pledged 9,300,000 of his shares of common stock of the Company (the “Pledged Shares”) to secure the Company’s obligations under the Promissory Note. As set forth in the letter dated August 9, 2005 from the Buyer to the Company, the Company is in default under the terms of the Promissory Note.
AMENDMENT NUMBER 3 TO INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • April 11th, 2007 • Airbee Wireless, Inc. • Services-prepackaged software
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of April 5, 2007, between AIRBEE WIRELESS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and MONTGOMERY EQUITY PARTNERS, LTD. a Delaware limited partnership (the “Investor”).
LEASE AGREEMENTLease Agreement • February 4th, 2005 • Airbee Wireless, Inc. • Services-prepackaged software
STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 12th, 2007 • Airbee Wireless, Inc. • Services-prepackaged software • California
STOCK PLEDGE AGREEMENT (this “Agreement”), dated October __5 , 2007 made by Sundaresan Raja (“Pledgor”) in favor of Golden Gate Investors, Inc., a California corporation (the “Pledgee”).
ASSIGNMENT AGREEMENTAssignment Agreement • February 7th, 2008 • Airbee Wireless, Inc. • Services-prepackaged software • New Jersey
THIS AGREEMENT (the “Agreement”) is made and entered into effective as of January 30, 2008 by and between AIRBEE WIRELESS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), BARTFAM, a California Limited Partnership, with an address at 11777 San Vicente Blvd — Suite 600 Los Angeles, CA 90049 (the “Buyer”) and YA GLOBAL INVESTMENT, L.P. (f/k/a Montgomery Equity Partners, L.P.), a Cayman Island exempted limited partnership (the “Seller”).
TERMINATION AGREEMENTTermination Agreement • April 17th, 2006 • Airbee Wireless, Inc. • Services-prepackaged software
THIS TERMINATION AGREEMENT (the “Agreement”) is made and entered into effective as of October 19, 2005, by and between AIRBEE WIRELESS, INC., a Delaware corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).
