Edge Technology Group Inc Sample Contracts

Axtive Corp – AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (May 20th, 2005)

Exhibit 10.2 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment") is dated and effective as of March 31, 2005, by and among Axtive Corporation, Inc., a Delaware corporation ("Axtive"), Axtive Acquisition Corp., a Texas corporation and a wholly owned subsidiary of Axtive ("Purchaser"), Datatek Group Corporation, a Texas corporation ("Seller"), and Diversified Corporate Resources, Inc., a Texas corporation and the sole shareholder of Seller (the "Shareholder"). WITNESSETH: WHEREAS, Axtive, Purchaser, Seller, and Shareholder have entered into that certain Asset Purchase Agreement, dated as of February 1, 2005, with respect to the Asset Purchase (the "Agreement"); and WHEREAS, the parties desire to amend the Agreement as herein provided. NOW, THEREFORE, in consideration of the pre

Axtive Corp – ASSET PURCHASE AGREEMENT by and among AXTIVE CORPORATION, AXTIVE ACQUISITION CORP., DATATEK GROUP CORPORATION, and DIVERSIFIED CORPORATE RESOURCES, INC. Dated as of February 1, 2005 (March 31st, 2005)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is dated and effective as of February 1, 2005, by and among Axtive Corporation, Inc., a Delaware corporation (“Axtive”), Axtive Acquisition Corp., a Texas corporation and a wholly owned subsidiary of Axtive (“Purchaser”), Datatek Group Corporation, a Texas corporation (“Seller”), and Diversified Corporate Resources, Inc., a Texas corporation and the sole shareholder of Seller (the “Shareholder”).

Axtive Corp – RESTRICTED ACCOUNT AGREEMENT (October 26th, 2004)

This Restricted Account Agreement (this “Agreement”) is entered into this 30 day of July 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the “Bank”), AXTIVE CORPORATION, a Delaware corporation with offices at 5001 LBJ Freeway, Suite 275 Dallas, TX 75244 (together with its successors and assigns, the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, “Laurus”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.

Axtive Corp – AXTIVE CORPORATION RESTRICTED ACCOUNT SECURITY AGREEMENT (October 26th, 2004)
Axtive Corp – AXTIVE CORPORATION SECURITIES PURCHASE AGREEMENT July 30, 2004 (September 10th, 2004)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2004, by and between AXTIVE CORPORATION, a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).

Axtive Corp – REGISTRATION RIGHTS AGREEMENT (September 10th, 2004)

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.

Axtive Corp – Contract (September 10th, 2004)

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 AXTIVE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Axtive Corp – Contract (September 10th, 2004)

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 AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AXTIVE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Axtive Corp – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (May 13th, 2004)

This Amendment No. 1 to Employment Agreement (this “Amendment”) is made effective as of April 1, 2004 (the “Effective Date”) between Axtive Corporation, a Delaware corporation formerly known as Edge Technology Group, Inc. (the “Company”), and Graham C. Beachum II, an individual (“Executive”).

Axtive Corp – FACTORING AND SECURITY AGREEMENT (April 14th, 2004)

THIS FACTORING AND SECURITY AGREEMENT is made as of August 7, 2003, by and between ThinkSpark L. P., a Delaware Limited Partnership (“Seller”) and LANDRY MARKS PARTNERS LP, a Texas limited partnership (“Purchaser”).

Axtive Corp – [GRAPHIC] Private Client Group Merill Lynch Business Financial Services Inc. 222 North LaSalle Street 17th Floor Chicago, IL 60601 (312) 269-1358 FAX (312) 499-3252 william_kocolowski@ml.com Bill Kocolowski Vice President August 18, 2003 (April 14th, 2004)
Axtive Corp – Contract (April 14th, 2004)

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAW, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.

Axtive Corp – AXTIVE ACQUISITION CORPORATION 1445 Ross Avenue, Suite 4500 Dallas, Texas 75202 May 9, 2003 (April 14th, 2004)

We are pleased to offer you the position of President of Axtive Acquisition Corp., or successor thereto (the “Company”), a newly formed wholly owned subsidiary of Axtive Corporation formed for the purpose of effecting a merger with ThinkSpark, Inc. as contemplated in the Agreement and Plan of Merger by and among Axtive Corporation, Axtive Acquisition Corp., ThinkSpark Corporation and Kerry Osborne (“Merger Agreement”). This offer is dependant upon and effective concurrent with the merger.

Axtive Corp – REGISTRATION RIGHTS AGREEMENT February 26, 2004 (April 14th, 2004)

This will confirm that in consideration of your agreement on the date hereof to purchase an aggregate of 39,375,641 shares of Common Stock, $0.01 par value per share, of Axtive Corporation, a Delaware corporation (the “Company”), pursuant to the Subscription and Securities Purchase Agreement of even date herewith (the “Purchase Agreement”) among the Company and each of you, and as an inducement to you to consummate the transactions contemplated by the Purchase Agreement, the Company covenants and agrees with you as follows:

Axtive Corp – EMPLOYMENT AGREEMENT (July 23rd, 2003)

This Employment Agreement (this “Agreement”) is made effective as of the 2nd day of January, 2001 (the “Effective Date”) between Edge Technology Group, Inc. (formerly known as Visual Edge Systems Inc.), a Delaware corporation (the “Company”), and Graham C. Beachum II, an individual (“Executive”).

Axtive Corp – EDGE TECHNOLOGY GROUP, INC. 6611 HILLCREST AVENUE, No. 223 DALLAS, TEXAS 75205-1301 July 24, 2001 (July 23rd, 2003)

We are pleased to offer you the position of Executive Vice President and Chief Financial Officer of Edge Technology Group, Inc. (the “Company”). As Executive Vice President and Chief Financial Officer, you will receive an annual base salary in the amount of One Hundred Five Thousand and No/100 Dollars ($105,000.00), which shall increase to Two Hundred Twenty Five and No/100 ($225,000.00) upon the occurrence of a Financing Event (as defined herein). “Financing Event” shall mean the closing by the Company on a transaction in which the Company issues common stock and which transaction provides gross cash proceeds for the Company of at least $10,000,000. The base salary and any bonus shall be payable in accordance with the Company’s regular payroll practices. Your base salary and bonus compensation will be subject to statutory deductions and withholding. You will also be eligible for standard Company benefits and three (3) weeks paid vacation each year.

Axtive Corp – EMPLOYMENT AGREEMENT (July 23rd, 2003)

This Employment Agreement (this “Agreement”) is made effective as of the 2nd day of January, 2001 (the “Effective Date”) between Edge Technology Group, Inc. (formerly known as Visual Edge Systems Inc.), a Delaware corporation (the “Company”), and Graham C. Beachum III, an individual (“Executive”).

Axtive Corp – FIRST RESTATED CERTIFICATE OF DESIGNATION, PREFERENCE AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF AXTIVE CORPORATION Dated: May 23, 2003 (July 23rd, 2003)

This First Restated Certificate of Designation, Preference and Rights of Series A Convertible Preferred Stock (this “Restated Certificate”) of Axtive Corporation (formerly known as Edge Technology Group, Inc.) amends and restates in its entirety that certain Certificate of Designation, Preference and Rights of Series A Convertible Preferred Stock of Edge Technology Group, Inc., filed March 25, 2002.

Axtive Corp – ACKNOWLEDGEMENT OF DISCHARGE OF INDEBTEDNESS, RELEASE OF CLAIMS AND AGREEMENT (July 23rd, 2003)

Sandera Partners, L.P., a Texas limited partnership (“Sandera”), hereby acknowledges and agrees that all indebtedness and any other obligation owing from Axtive Corporation, a Delaware corporation (“Axtive”), to Sandera arising under or relating to either of (i) that certain Loan Agreement, dated April 23, 2003, by and between Axtive and Sandera, and (ii) that certain Promissory Note, dated April 23, 2003, in the original principal amount of $18,943.24 payable by Axtive to the order of Sandera (collectively, the “Loan Documents”) is hereby discharged in full, including, without limitation, any accrued and unpaid interest, fees, charges, and expenses relating to the Loan Documents (collectively, the “Indebtedness”).

Axtive Corp – REGISTRATION RIGHTS AGREEMENT May 23, 2003 (July 23rd, 2003)

This will confirm that in consideration of your agreement on the date hereof to purchase an aggregate of 2,385 shares of Series A Convertible Preferred Stock, $0.01 par value per share, of Axtive Corporation, a Delaware corporation formerly known as Edge Technology Group, Inc. (the “Company”), pursuant to the Subscription and Securities Purchase Agreement of even date herewith (the “Purchase Agreement”) among the Company and each of you, and as an inducement to each of you to consummate the transactions contemplated by the Purchase Agreement, the Company covenants and agrees with each of you as follows:

Axtive Corp – [LOGO OF MERRILL LYNCH] TERM LOAN AGREEMENT (July 23rd, 2003)

TERM LOAN AGREEMENT dated as of May 27, 2003, between AXTIVE CORPORATION, a corporation organized and existing under the laws of the State of Delaware having its principal office at 1445 Ross Avenue, Suite 4500, Dallas, TX 75202 (“Customer”), and MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., a corporation organized and existing under the laws of the State of Delaware having its principal office at 222 North LaSalle Street, Chicago, IL 60601 (“MLBFS”).

Axtive Corp – DEBT EXCHANGE AGREEMENT (July 23rd, 2003)

DEBT EXCHANGE AGREEMENT, dated as of May 27, 2003 (this “Agreement”), by and among Thinkspark Corporation, a Delaware corporation (successor by merger to ThinkSpark Corporation, a Texas corporation) (the “Borrower”), Axtive Corporation, a Delaware corporation (the “Company”), and Merrill Lynch Business Financial Services Inc. (the “Purchaser”).

Axtive Corp – AMENDMENT NO. 1 TO THE EDGE TECHNOLOGY GROUP, INC. 2002 STOCK INCENTIVE PLAN (July 23rd, 2003)

Pursuant to Section 4.5 of the Edge Technology Group, Inc. 2002 Stock Incentive Plan (the “Plan”), the Plan is hereby amended as follows:

Axtive Corp – ASSIGNMENT AND ASSUMPTION AGREEMENT (July 23rd, 2003)

This Assignment and Assumption Agreement (“Agreement”) is made as of May 27, 2003, among THINKSPARK CORPORATION, a Delaware corporation (successor by merger to ThinkSpark Corporation, a Texas corporation) and THINKSPARK, L.P., a Delaware limited partnership (collectively, “Assignor”), and AXTIVE CORPORATION, a Delaware corporation (“Assignee”).

Axtive Corp – RESTATED REGISTRATION RIGHTS AGREEMENT May 23, 2003 (July 23rd, 2003)

This will confirm your agreement with Axtive Corporation, a Delaware corporation formerly known as Edge Technology Group, Inc. (the “Company”), to amend and restate your rights under those certain existing Registration Rights Agreements, executed and delivered to you by the Company prior to the date hereof (collectively, the “Original Rights Agreement”), which Original Rights Agreement was executed and delivered in connection with your respective purchases of shares of Series A Convertible Preferred Stock, $0.01 par value per share.

Axtive Corp – Contract (July 23rd, 2003)

THE SECURITIES REPRESENTED HEREBY (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR AXTIVE CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Axtive Corp – Contract (July 23rd, 2003)

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAW, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.

Axtive Corp – AGREEMENT AND PLAN OF MERGER (June 9th, 2003)

Exhibit 10.1 AGREEMENT AND PLAN OF MERGER by and among AXTIVE CORPORATION, AXTIVE ACQUISITION CORP., THINKSPARK CORPORATION and KERRY OSBORNE Dated as of May 23, 2003 TABLE OF CONTENTS ARTICLE I DEFINITIONS ........................................................ 1 1.1 Definitions ............................................................ 1 1.2 Interpretation ......................................................... 5 ARTICLE II THE MERGER AND THE SURVIVING CORPORATION .......................... 6 2.1 The Merger ...............

Axtive Corp – AXTIVE CORPORATION SUBSCRIPTION AGREEMENT (June 5th, 2003)

The undersigned purchaser (“Purchaser”) hereby irrevocably subscribes for fifty (50) shares of the Series A Convertible Preferred Stock, par value $0.01 per share (the “Subscribed Shares”), of Axtive Corporation, a Delaware corporation (the “Company”), for a purchase price per share of $1,000, or an aggregate purchase price of $50,000 (the “Purchase Price”).

Edge Technology Group Inc – 2002 STOCK INCENTIVE PLAN (August 19th, 2002)

EDGE TECHNOLOGY GROUP, INC. 2002 STOCK INCENTIVE PLAN Adopted Effective June 25, 2002 TABLE OF CONTENTS ARTICLE 1. PURPOSE OF PLAN.................................. 1 ARTICLE 2. EFFECTIVE DATE AND TERM OF PLAN................... 1 2.1 Term of Plan........................................ 1 2.2 Effect on Awards.................................... 1 2.3 Stockholder Approval................................ 1 ARTICLE 3. SHARES SUBJECT TO PLAN............................ 1 3.1 Number of Shares.................................... 1 3.2 Source of Shares.................................... 1 3.3 Availability of Unused Shares....................... 1 3.4 Adjustment Provisions............................... 2 3.5 Substitute Awards................................... 2 ARTICLE 4. ADMINISTRATION OF PLAN........................... 3 4.

Edge Technology Group Inc – ASSET PURCHASE AGREEMENT (August 19th, 2002)

================================================================ BILL OF SALE AND ASSET PURCHASE AGREEMENT by and between Axtive Software Corporation, a Texas corporation and Edge Technology Group, Inc., a Delaware corporation Dated: June 21, 2002 ================================================================ BILL OF SALE AND ASSET PURCHASE AGREEMENT THIS BILL OF SALE AND ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into this 21st day of June, 2002 (the "Effective Date"), by and between Axtive Software Corporation a Texas corporation (the "Company") and Edge Technology Group, Inc., a Delaware corporation (the "Purchaser"). WITNESSETH: WHEREAS, the Compa

Edge Technology Group Inc – FACTORING AND SECURITY AGREEMENT (August 19th, 2002)

Page 1 of 23 FACTORING AND SECURITY AGREEMENT THIS FACTORING AND SECURITY AGREEMENT is made as of June 24, 2002 by and between UDT Consulting, Inc., a Texas Corporation ("Seller") and LANDRY MARKS PARTNERS LP, a Texas limited partnership ("Purchaser"). 1. Definitions. The following terms used herein shall have the following meaning. All capitalized terms not herein defined shall have the meaning set forth in the Uniform Commercial Code: 1.1 "Account" - this term shall have the same definition as given to it in the Uniform Commercial Code. 1.2 "Advance" - for each Purchased Account, the Purchase Price minus the product of (A) the Reserve Percentage multiplied by (B) the Face Amount. 1.3 "Account Debtor" - this term shall have the same definition as given to it in the Uniform Commercial Code. 1.4 "Avoidance Claim" - any claim that any payment received by Purchaser from or for the

Edge Technology Group Inc – AGREEMENT AND PLAN OF MERGER (June 14th, 2002)

AGREEMENT AND PLAN OF MERGER AMONG EDGE TECHNOLOGY GROUP, INC., VT ACQUISITION CORP., VIRTUALLY THERE, INC. AND VIRTUALLY THERE SHAREHOLDERS as of May 30, 2002 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of May 30, 2002, among Edge Technology Group, Inc., a Delaware corporation ("Edge"), VT Acquisition Corp., a Texas corporation and a wholly owned subsidiary of Edge ("Acquisition Corp"), Virtually There, Inc., a Texas corporation ("VTI"), R. Jeffrey Ireland ("Ireland"), Alex D. Seleny ("Seleny"), Stephen Dooley ("Dooley") and Kathy Gutierrez ("Gutierrez") (collectively Ireland, Seleny, Dooley and Gutierrez are referred to as the "VTI Shareholders"). RECITALS A.

Edge Technology Group Inc – ASSET PURCHASE AGREEMENT (June 14th, 2002)

ASSET PURCHASE AGREEMENT BY AND AMONG UDT CONSULTING, INC. EDGE TECHNOLOGY GROUP, INC. UNIVERSAL DATA TECHNOLOGY, INC. AND BRIAN P. DEWHIRST, MICHAEL J. TEACHWORTH, and MARTIN WALKER Dated as of May 31, 2002 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 Section 1.1 General Definitions 1 Section 1.2 Accounting Terms and Definitions 12 ARTICLE 2. SALE OF ASSETS; PAYMENT OF CERTAIN LIABILITIES 12 Section 2.1 Agreement to Purchase and Sell 12 Section 2.2 Excluded Assets 15 Section 2.3 Purchase Price 16 Section 2.4 Pay

Edge Technology Group Inc – REGISTRATION RIGHTS AGREEMENT (April 17th, 2002)

EXHIBIT 4.12 REGISTRATION RIGHTS AGREEMENT April 1, 2002 To Each of the Several Purchasers to the Series A Convertible Preferred Stock Subscription and Purchase Agreement of even date herewith Dear Sirs: This will confirm that in consideration of your agreement on the date hereof to purchase an aggregate of 4,200 shares of Series A Convertible Preferred Stock, $0.01 par value per share of Edge Technology Group, Inc., a Delaware corporation (the "Company"), pursuant to the Subscription and Securities Purchase Agreement of even date herewith (the "Purchase Agreement") between the Company and you and as an inducement to you to consummate the transactions contemplated by the Purchase Agreement, the Company covenants and agrees with each of you as follows: 1. Certain Definitions. As used in this Agreement, the following terms -------