REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is made and entered into as of February 2, 1999, among Imaging Technologies Corporation, a Delaware corporation (the "Company") and each...Registration Rights Agreement • February 22nd, 1999 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software • California
Exhibit 4.1 Advisory and Consulting Agreement Number of Shares and Options ---------------------------- 4.1(a) 11,111,111 4.1(b) 2,777,778 4.1(c) 2,777,777 4.1(d) 1,388,889 4.1(e) 2,777,778 4.1(f) 4,000,000 4.1(g) 4,000,000 Miscellaneous 333,333Consulting Agreement • November 1st, 2001 • Imaging Technologies Corp/Ca • Computer communications equipment • California
SECURITIES PURCHASE AGREEMENT Among IMAGING TECHNOLOGIES CORPORATION, BALMORE FUNDS S.A., AUSTOST ANSTALT SCHAAN, NESHER, INC. and GUARANTEE & FINANCE CORP. Dated as of January 13, 1999Securities Purchase Agreement • February 22nd, 1999 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software • New York
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment to Executive Employment Agreement ("Amendment") is made and entered into by and between Edward W. Savarese ("Employee") and Imaging Technologies Corporation (the "Company") on June 12, 1998....Executive Employment Agreement • October 13th, 1998 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software
IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES EXHIBIT 10(C) SHARE PURCHASE AGREEMENT DATED DECEMBER 1, 2000 BY AND BETWEEN ELB GROUP.COM, LLCShare Purchase Agreement • February 6th, 2001 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software • California
EXHIBIT 10(am)Settlement Agreement • May 1st, 2001 • Imaging Technologies Corp/Ca • Computer communications equipment • California
OFImaging Technologies Corp/Ca • October 12th, 2001 • Computer communications equipment • New York
EXHIBIT 10(E) THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED...Imaging Technologies Corp/Ca • February 17th, 2004 • Computer communications equipment • New York
RECITALSSecurity Agreement • January 22nd, 2003 • Imaging Technologies Corp/Ca • Computer communications equipment • California
OFImaging Technologies Corp/Ca • May 2nd, 2002 • Computer communications equipment • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of August 21, 1997, by and among Imaging Technologies Corporation, a Delaware corporation, with headquarters located at 11031 Via Frontera, San Diego, California...Registration Rights Agreement • October 13th, 1998 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software • New York
OFImaging Technologies Corp/Ca • February 22nd, 1999 • Wholesale-computers & peripheral equipment & software • California
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 1998 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software
EXHIBIT 10(B) THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Imaging Technologies Corp/Ca • February 17th, 2004 • Computer communications equipment • New York
Exhibit 10(av) REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 21, 2001, between Imaging Technologies Corporation, a Delaware corporation (the "Company") and the purchaser...Registration Rights Agreement • May 2nd, 2002 • Imaging Technologies Corp/Ca • Computer communications equipment • New York
EXHIBIT 10(w) REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is made and entered into as of September 21, 2001, between Imaging Technologies Corporation, a Delaware corporation (the...Registration Rights Agreement • October 12th, 2001 • Imaging Technologies Corp/Ca • Computer communications equipment • New York
Recitals: ---------Exchange Agreement • February 22nd, 1999 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of August 21, 1997, by and among Imaging Technologies Corporation, a Delaware corporation, with headquarters located at 11031 Via Frontera, San Diego, California...Securities Purchase Agreement • October 13th, 1998 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 10(F) THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES...Imaging Technologies Corp/Ca • February 15th, 2002 • Computer communications equipment
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY 22, 2002, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT. Right to Purchase 5,421,686 Shares of Common Stock, par value $0.005 per share
IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES EXHIBIT 10(A) AGREEMENT TO ACQUIRE SHARES --------------------------- THIS AGREEMENT TO ACQUIRE SHARES (hereafter referred to as the "Agreement") is made and entered into on December 11, 2000, by and...Imaging Technologies Corp/Ca • February 6th, 2001 • Wholesale-computers & peripheral equipment & software • California
Exhibit 4.1 Advisory and Consulting Agreement Number of Shares and Options ---------------------------- 4.1(d) as amended 5,000,000 4.1(e) Miscellaneous as amended 432,000Consulting Agreement • October 16th, 2001 • Imaging Technologies Corp/Ca • Computer communications equipment
ARTICLE 2 REPRESENTATIONS AND WARRANTIESAcquisition Agreement • December 19th, 2002 • Imaging Technologies Corp/Ca • Computer communications equipment • California
Note #3 Principal $2,378,994.65 Interest $ 32,901.44 Late charge $ 4,004.73 ---------------- TOTAL $2,419,900.82Forbearance Agreement • February 22nd, 1999 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software • California
EXHIBIT 4.3 BUSINESS CONSULTING AGREEMENT AGREEMENT, effective as of the 10th day of December, 2002, between Imaging Technologies Corporation, a Delaware Corporation (the "Company"), at 17075 Via Del Campo, San Diego, CA 92127 and Thomas Beener...Consulting Agreement • December 20th, 2002 • Imaging Technologies Corp/Ca • Computer communications equipment • California
AGREEMENTExhibit 99 • January 19th, 2001 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software • New York
WITNESSETHCompensation Agreement • June 18th, 1999 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software
IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES EXHIBIT 10(B) AGREEMENT TO ACQUIRE SHARES --------------------------- THIS AGREEMENT TO ACQUIRE SHARES (hereafter referred to as the "Agreement") is made and entered into on December 19, 2000, by and...Imaging Technologies Corp/Ca • February 6th, 2001 • Wholesale-computers & peripheral equipment & software • California
RECITALSStock Purchase Agreement • May 21st, 2003 • Imaging Technologies Corp/Ca • Computer communications equipment • California
EXHIBIT 10(AU) -------------- THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH...Imaging Technologies Corp/Ca • May 2nd, 2002 • Computer communications equipment • New York
PROMISSORY NOTEPromissory Note • October 13th, 1998 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software
Exhibit 4.38 SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS ("Agreement") is executed this 15th day of June, 1999, by and between Imaging Technologies Corporation, a Delaware corporation, its...Settlement Agreement and Mutual Release • July 16th, 1999 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software • California
Exhibit 4.7 CONSULTING AGREEMENT AGREEMENT, effective as of the 8th day of July, 2002, between Imaging Technologies Corporation, a Delaware Corporation (the "Company"), of 15175 Innovation Drive, San Diego, CA 92128 and Owen Naccarato (the...Consulting Agreement • August 1st, 2002 • Imaging Technologies Corp/Ca • Computer communications equipment • California
AND ROBERT MARKS AND BET TRUST AND CARL PERKINS ANDShare Purchase Agreement • May 1st, 2001 • Imaging Technologies Corp/Ca • Computer communications equipment • California
ContractDalrada Financial Corp • February 24th, 2006 • Services-management services • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DALRADA FINANCIAL CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
AGREEMENT AND PLAN OF MERGER AND PLAN OF REORGANIZATIONAgreement and Plan of Merger • October 13th, 1998 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software • California
