ESCROW AGREEMENT ESCROW AGREEMENT dated as of October 20, 1998 among META Group, Inc., a Delaware corporation ("META"), Peter A. Naber (the "Stockholder Representative"), as representative of stockholders of The Sentry Group, Inc. listed on Exhibit A...Escrow Agreement • November 3rd, 1998 • Meta Group Inc • Services-engineering, accounting, research, management • Meta
PAGE 39 EXHIBIT 10.3 (Contingent Vesting - 75,000 shares) THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE...Meta Group Inc • November 17th, 1998 • Services-engineering, accounting, research, management • Delaware
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 14th, 2000 • Meta Group Inc • Services-engineering, accounting, research, management • Massachusetts
EXHIBIT 10.41 AMENDED AND RESTATED CREDIT AGREEMENT BY AND BETWEEN META GROUP, INC.Credit Agreement • October 31st, 2003 • Meta Group Inc • Services-engineering, accounting, research, management • New York
WAIVER NO. 2 to CREDIT AGREEMENTCredit Agreement • October 31st, 2003 • Meta Group Inc • Services-engineering, accounting, research, management
AMENDMENT NO. 2 TO META GROUP, INC. EMPLOYMENT AND MANAGEMENT AGREEMENT -----------------------------------Meta Group Inc • October 31st, 2003 • Services-engineering, accounting, research, management
EXHIBIT 10.2 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement") is made and entered into effective as of this 26TH day of July, 2000 by and between META Group, Inc, a company incorporated under the laws of the State of...Consulting Services Agreement • May 15th, 2001 • Meta Group Inc • Services-engineering, accounting, research, management • Connecticut
RECITALSSecurity Agreement • May 15th, 2001 • Meta Group Inc • Services-engineering, accounting, research, management
Agreement Recitals Common Stock Recitals Indemnified Party 2.4 Indemnifying Party 2.4 Merger Recitals Merger Agreement Recitals Merger Sub Recitals META Recitals Resale Registration Statement 2.1 Securities Act 1.2 SENTRY Recitals Stockholders RecitalsRegistration Rights Agreement • November 3rd, 1998 • Meta Group Inc • Services-engineering, accounting, research, management • Meta
RECITALSMeta Group Inc • October 3rd, 2000 • Services-engineering, accounting, research, management
ANDCredit Agreement • October 3rd, 2000 • Meta Group Inc • Services-engineering, accounting, research, management • New York
AMENDMENT NO. 1 and WAIVER NO. 1 to CREDIT AGREEMENTMeta Group Inc • December 13th, 2000 • Services-engineering, accounting, research, management • New York
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT ------------------------ This Amendment No. 2 ("Amendment") is entered into as of January 30, 2003 (the "Amendment Effective Date") between Rubin Systems Inc. as Seller, Howard Rubin as Rubin and as...Asset Purchase Agreement • October 31st, 2003 • Meta Group Inc • Services-engineering, accounting, research, management
PAGE 29 EXHIBIT 10.2 (Immediate Vesting - 125,000 Shares) THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE...Meta Group Inc • November 17th, 1998 • Services-engineering, accounting, research, management • Delaware
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 3rd, 1998 • Meta Group Inc • Services-engineering, accounting, research, management • Massachusetts
EMPLOYMENT AGREEMENT AGREEMENT made as of this 15th day of October, 1996 by and between Larry R. DeBoever (the "Employee") and META Group, Inc. (the "Company"). WHEREAS, the Company and DeBoever Architectures, Inc. ("DAI") are entering into an Asset...Employment Agreement • May 14th, 1999 • Meta Group Inc • Services-engineering, accounting, research, management • Massachusetts
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement is made as of March 1, 2001 (the "EFFECTIVE DATE"), by and between John A. Piontkowski (the "EXECUTIVE") and META Group, Inc. and any of its subsidiaries, divisions and affiliates, and its...Employment Agreement • May 15th, 2001 • Meta Group Inc • Services-engineering, accounting, research, management • Connecticut
WHEREVER CONFIDENTIAL INFORMATION IS OMITTED HEREIN (SUCH OMISSIONS ARE DENOTED BY AN ASTERISK), SUCH CONFIDENTIAL INFORMATION HAS BEEN SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT...Development and Services Agreement • August 16th, 1999 • Meta Group Inc • Services-engineering, accounting, research, management • Connecticut
RECITALSSecurity Agreement • October 31st, 2003 • Meta Group Inc • Services-engineering, accounting, research, management
WHEREVER CONFIDENTIAL INFORMATION IS OMITTED HEREIN (SUCH OMISSIONS ARE DENOTED BY AN ASTERISK), SUCH CONFIDENTIAL INFORMATION HAS BEEN SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT...Meta Group Inc • August 16th, 1999 • Services-engineering, accounting, research, management
EMPLOYEE NONCOMPETITION, NONDISCLOSURE AND DEVELOPMENTS AGREEMENTNondisclosure and Developments Agreement • November 15th, 2002 • Meta Group Inc • Services-engineering, accounting, research, management • Connecticut
In consideration and as a condition of my employment by META Group, Inc., or any of its subsidiaries, subdivisions or affiliates, (“MG,” or the “Company”), and the compensation received by me from the Company from time to time, I hereby agree with the Company as follows:
AMENDED AND RESTATED CREDIT AGREEMENT by and between META GROUP, INC. AND THE BANK OF NEW YORKCredit Agreement • August 14th, 2002 • Meta Group Inc • Services-engineering, accounting, research, management • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of November 5, 2001 by and between META GROUP, INC., a Delaware corporation (the “Borrower”) and THE BANK OF NEW YORK (the “Bank”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2002 • Meta Group Inc • Services-engineering, accounting, research, management • Connecticut
This Employment Agreement is made as of July 31, 2002 (the “Effective Date”), by and between Alfred J. Amoroso (“Executive”) and META Group, Inc. and any of its subsidiaries, divisions and affiliates, and its and their predecessors, successors and assigns (the “Company”).
COMMON STOCK PURCHASE AND SALE AGREEMENTCommon Stock Purchase and Sale Agreement • August 14th, 2001 • Meta Group Inc • Services-engineering, accounting, research, management
Common Stock Purchase and Sale Agreement (the “Agreement”) dated as of June 15, 2001 by and among META Group, Inc., a Delaware corporation (the “Company”), and the purchasers named in Exhibit A hereto (collectively, the “Purchasers”).
June 12, 2003Meta Group Inc • June 17th, 2003 • Services-engineering, accounting, research, management
Pursuant to the registration rights currently in effect between you and META Group, Inc., the Company's obligations to register your shares of META Group, Inc. common stock cease in late June 2003.
AMENDMENT NO. 1 to AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 15th, 2004 • Meta Group Inc • Services-engineering, accounting, research, management • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of November 4, 2004, to the Amended and Restated Credit Agreement, dated as of March 12 2003, by and between META GROUP, INC., a Delaware corporation (the “Borrower”) and THE BANK OF NEW YORK (the “Bank”) (as amended, the “Credit Agreement”).
REVOLVING CREDIT NOTERevolving Credit Note • April 1st, 2002 • Meta Group Inc • Services-engineering, accounting, research, management
FOR VALUE RECEIVED, the undersigned, META GROUP, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of THE BANK OF NEW YORK (the “Bank”), on the Maturity Date, the lesser of TWELVE MILLION DOLLARS ($12,000,000.00) or the outstanding principal balance of the Revolving Credit Loans made by the Bank, and to pay interest from the date hereof on the principal balance thereof from time to time outstanding, at the rate or rates, and at the times, set forth in the Amended and Restated Credit Agreement, dated as of November 5, 2001, between the Borrower and the Bank (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), in each case at the office of the Bank located at 10 Mason Street, Greenwich, Connecticut 06830, or at such other place as the Bank may specify in writing from time to time, in lawful money of the United States of America in immediately available funds.
SEVERANCE AGREEMENTSeverance Agreement • November 15th, 2002 • Meta Group Inc • Services-engineering, accounting, research, management • Connecticut
This Severance Agreement (the “Agreement”) is made and entered into as of this 31st day of July, 2002 (the “Effective Date”), by and between META Group, Inc., a Delaware corporation (the “Company”), and Dale Kutnick (the “Executive”).
META GROUP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2004 • Meta Group Inc • Services-engineering, accounting, research, management • Connecticut
This Employment Agreement (the “Agreement”) is dated as of November 5, 2004 (the “Effective Date”) by and between CD Hobbs (“Executive”) and META Group, Inc., a Delaware corporation, and any of its subsidiaries, divisions and affiliates, and its and their predecessors, successors and assigns (the “Company”).
META GROUP, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 14th, 2001 • Meta Group Inc • Services-engineering, accounting, research, management • Delaware
META Group, Inc., a Delaware Corporation (the “Company”), hereby grants as of September 11, 2001 to you (the “Employee”), an option to purchase shares (the “Option Shares”) of its Common Stock, $.01 par value (“Common Stock”), at the price of $2.00 per share. The quantity of Option Shares granted and vesting schedule is defined on the cover page, hereof. The Option Shares are granted on the following terms and conditions:
AMENDMENT No. 1 to META GROUP, INC. EMPLOYMENT AND MANAGEMENT AGREEMENTEmployment and Management Agreement • November 15th, 2002 • Meta Group Inc • Services-engineering, accounting, research, management
This Amendment No. 1 (“Amendment”) is entered into as of July 31, 2002 (the “Amendment Effective Date”) between HOWARD RUBIN, an individual residing at 450 Long Ridge Road, Pound Ridge, New York 10576 (the “Executive”), and META Group, Inc. (“Company”), to amend the META GROUP, INC. EMPLOYMENT AND MANAGEMENT AGREEMENT, dated as of October 27, 2000 (the “Employment Agreement”) between them.
AMENDMENT NO. 1 and WAIVER NO. 1 to CREDIT AGREEMENTCredit Agreement • April 1st, 2002 • Meta Group Inc • Services-engineering, accounting, research, management • New York
AMENDMENT NO. 1 and WAIVER NO. 1 (this “Amendment”), dated as of March 26, 2002, to the Credit Agreement, dated as of November 5, 2001, by and between META GROUP, INC., a Delaware corporation (the “Borrower”) and THE BANK OF NEW YORK (the “Bank”) (as amended, the “Credit Agreement”).
By: /s/ BERNARD F. DENOYER ----------------------------- Name: BERNARD F. DENOYER ----------------------------- Title: CHIEF FINANCIAL OFFICER ----------------------------- SCHEDULE TO ----------- NOTE ----Meta Group Inc • October 3rd, 2000 • Services-engineering, accounting, research, management
FOR VALUE RECEIVED, the undersigned, META GROUP, INC., a Delaware corporation (the "BORROWER"), hereby promises to pay to the order of THE BANK OF NEW YORK (the "BANK"), on the Maturity Date, the lesser of TWENTY FIVE MILLION DOLLARS ($25,000,000.00) or the outstanding principal balance of the Loans made by the Bank, and to pay interest from the date hereof on the principal balance thereof from time to time outstanding, at the rate or rates, and at the times, set forth in the Credit Agreement, dated as of September 18, 2000, between the Borrower and the Bank (as the same may be amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), in each case at the office of the Bank located at 10 Mason Street, Greenwich, Connecticut, or at such other place as the Bank may specify from time to time, in lawful money of the United States of America in immediately available funds.
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2001 • Meta Group Inc • Services-engineering, accounting, research, management • Connecticut
This Employment Agreement is made as of September 11, 2001 (the “Effective Date”), by and between Michael Levine (the “Executive”) and META Group, Inc. and any of its subsidiaries, divisions and affiliates, and its and their predecessors, successors and assigns (the “Company”).
AMENDMENT No. 1 To META GROUP, INC. NON-COMPETITION AGREEMENTNon-Competition Agreement • November 15th, 2002 • Meta Group Inc • Services-engineering, accounting, research, management
This Amendment No. 1 (“Amendment”) is entered into as of July 31, 2002 (the “Amendment Effective Date”) between HOWARD RUBIN, an individual residing at 450 Long Ridge Road, Pound Ridge, New York 10576 (“Principal”), and META Group, Inc., to amend the NON-COMPETITION AGREEMENT, dated as of October 27, 2000 (the “Agreement”) between the parties. Terms not otherwise defined in this Amendment shall have the same meaning ascribed to them in the Agreement.
