Assignment of Senior Secured Convertible Note, Security Agreement, and Guarantee by Smithfield Fiduciary LLC

Summary

Smithfield Fiduciary LLC, through its trading manager Highbridge Capital Management, LLC, assigns all its rights, title, and interest in a $3,000,000 Senior Secured Convertible Note issued by Inksure Technologies, Inc. to several parties listed in the agreement. Additionally, Smithfield assigns its rights under a related Security Agreement and Guarantee to the same parties and a new collateral agent. This transfer includes all outstanding principal and associated security interests. The agreement is dated January 2010 and formalizes the reassignment of these financial instruments and related rights.

EX-10.2 4 exhibit_10-2.htm 8-K

 EXHIBIT 10.2 ASSIGNMENT OF SENIOR SECURED CONVERTIBLE NOTE For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, Smithfield Fiduciary LLC, hereby assigns to the parties listed on Exhibit A annexed hereto all its rights, title and interest in and to that certain Senior Secured Convertible Note attached hereto in the principal amount of $3,000,000 issued by Inksure Technologies, Inc., in favor of the undersigned, the full principal amount of which remains outstanding and unpaid. Dated: January 12, 2010 SMITHFIELD FIDUCIARY LLC By: Highbridge Capital Management, LLC, its Trading Manager By:/s/ Mark J. Vanacore ----------------------- Mark J. Vanacore

 EXHIBIT A TO ASSIGNMENT OF $3,000,000 SENIOR SECURED CONVERTIBLE BY SMITHFIELD FINANCIAL LLC - -------------------------------------------------------- ----------------------- ASSIGNEE AMOUNT - -------------------------------------------------------- ----------------------- Inksure Technologies, Inc. $1,000,000.00 Sinfo Holding BVI 500,000.00 Peleg Investment Management LLC 500,000.00 Pierre L. Schoenheimer 500,000.00 Yaron Meerfeld 175,000.00 T&M Trusteeship and Management Services 200,000.00 Yusuf Taragano 100,000.00 Leonard Lichter 25,000.00 - -------------------------------------------------------- ----------------------- TOTAL $3,000,000.00 - -------------------------------------------------------- ----------------------- 2

 ASSIGNMENT OF SECURITY AGREEMENT The undersigned, being the Collateral Agent under that certain Security Agreement among Inksure Technologies, Inc., Inksure RF Inc., Inksure, Inc. and 1st Operating, Inc., as grantors, and the undersigned as Collateral Agent to the secured parties thereunder hereto hereby assigns to Lichter Gliedman Offenkrantz PC, as Collateral Agent, all its rights, title and interest thereunder Dated: January 12, 2010 SMITHFIELD FIDUCIARY LLC By: Highbridge Capital Management, LLC, its Trading Manager By:/s/ Mark J. Vanacore ----------------------- Mark J. Vanacore 3

 ASSIGNMENT OF GUARANTEE The undersigned, Smithfield Fiduciary LLC, hereby assigns to the parties listed on Exhibit A annexed hereto all its rights, title and interest under that certain guarantee dated April 8, 2008 by Inksure, Inc., Inksure RF, Inc. and 1st Operating, Inc. in favor of the undersigned and certain other parties. Dated: January 19, 2010 SMITHFIELD FIDUCIARY LLC By: Highbridge Capital Management, LLC, its Trading Manager By:/s/ Mark J. Vanacore ----------------------- Mark J. Vanacore 4

 EXHIBIT A TO ASSIGNMENT OF $3,000,000 SENIOR SECURED CONVERTIBLE BY SMITHFIELD FINANCIAL LLC - -------------------------------------------------------- ----------------------- ASSIGNEE AMOUNT - -------------------------------------------------------- ----------------------- Inksure Technologies, Inc. $1,000,000.00 Sinfo Holding BVI 500,000.00 Peleg Investment Management LLC 500,000.00 Pierre L. Schoenheimer 500,000.00 Yaron Meerfeld 175,000.00 T&M Trusteeship and Management Services 200,000.00 Yusuf Taragano 100,000.00 Leonard Lichter 25,000.00 - -------------------------------------------------------- ----------------------- TOTAL $3,000,000.00 - -------------------------------------------------------- ----------------------- 5