Infotech Usa Inc Sample Contracts

Steel Vault Corp – AMENDMENT #1 TO AGREEMENT AND PLAN OF REORGANIZATION (October 1st, 2009)

THIS AMENDMENT #1 TO AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) dated as of October 1, 2009 is entered into by and among Steel Vault Corporation, a Delaware corporation (“Company”), VeriChip Corporation, a Delaware corporation (“Acquiror”) and VeriChip Acquisition Corp., a Delaware corporation (“MergerCo”).

Steel Vault Corp – Safe Harbor Statement Information contained in this presentation may contain forward-looking statements, including, for example, the belief that PositiveID will use its expertise in personal health records and identity theft protection to provide secure access to critical personal data, the belief that the company's acquisition strategy will grow the breadth of its consumer offers and expand its business offers, the belief that PositiveID's personal health record improves efficiency and outcomes of patient care, the belief that PositiveID's identity security products and services will evolve f (September 9th, 2009)

Safe Harbor Statement Information contained in this presentation may contain forward-looking statements, including, for example, the belief that PositiveID will use its expertise in personal health records and identity theft protection to provide secure access to critical personal data, the belief that the company's acquisition strategy will grow the breadth of its consumer offers and expand its business offers, the belief that PositiveID's personal health record improves efficiency and outcomes of patient care, the belief that PositiveID's identity security products and services will evolve from protection to prevention, the belief that PositiveID provides cross-marketing opportunities across the company's customer bases, the belief that PositiveID's expanded product offering will create "stickiness" and increase the life-time value of its customers, the belief that PositiveID Corporation will benefit from federal stimulus funding, the belief that the merger of VeriChip Corporatio

Steel Vault Corp – STEEL VAULT CORPORATION WAIVER (September 8th, 2009)

This Waiver dated September 4, 2009, is entered into between Steel Vault Corporation, a Delaware corporation (the “Company”), and William J. Caragol (“Caragol”).

Steel Vault Corp – STEEL VAULT CORPORATION WAIVER (September 8th, 2009)

This Waiver dated September 4, 2009, is entered into between Steel Vault Corporation, a Delaware corporation (the “Company”), and William J. Caragol (“Caragol”).

Steel Vault Corp – AGREEMENT AND PLAN OF REORGANIZATION (September 8th, 2009)

THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 4, 2009 (the “Agreement”), by and among Steel Vault Corporation, a Delaware corporation (the “Company”), VeriChip Corporation, a Delaware corporation (“Acquiror”) and VeriChip Acquisition Corp., a Delaware corporation (“MergerCo”).

Steel Vault Corp – Contract (August 5th, 2009)

NEITHER THIS NOTE NOR THE STOCK INTO WHICH THIS NOTE IS CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

Steel Vault Corp – SECURITY AGREEMENT (August 5th, 2009)

This is a Security Agreement (the “Security Agreement”) between National Credit Report.com, LLC, a Florida limited liability company (“Debtor”), and the holder of the Note (defined below) signatory hereto (the “Secured Party”), and is dated as of June 4, 2009.

Steel Vault Corp – STEEL VAULT CORPORATION CONVERTIBLE NOTE AND WARRANT SUBSCRIPTION AGREEMENT (August 5th, 2009)

This Convertible Note and Warrant Subscription Agreement (this “Agreement”), dated as of June 4, 2009 (the “Effective Date”), is made and entered into between Steel Vault Corporation, a Delaware corporation (the “Company”), and VeriChip Corporation, a Delaware corporation (the “Investor”).

Steel Vault Corp – GUARANTY OF COLLECTION (August 5th, 2009)

THIS GUARANTY OF COLLECTION (this “Guaranty”) is made as of June 4, 2009, by WILLIAM J. CARAGOL (the “Guarantor”) to and for the benefit of VERICHIP CORPORATION, a Delaware corporation (“VeriChip”), and solely for purposes of Section 8 hereof, between Guarantor and STEEL VAULT CORPORATION, a Delaware corporation (“Borrower”).

Steel Vault Corp – Contract (August 5th, 2009)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, PLEDGED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933 AND ALL STATE SECURITIES LAWS AND THE TERMS AND CONDITIONS HEREOF.

Steel Vault Corp – SUBORDINATION AND INTERCREDITOR AGREEMENT (August 5th, 2009)

This Subordination and Intercreditor Agreement (this “Agreement”) is between Blue Moon Energy Partners LLC, a Florida limited liability company (the “Subordinate Creditor”), and the holder of the Senior Note (defined below) signatory hereto (the “Senior Creditor”), and is dated as of June 4, 2009.

Steel Vault Corp – Contract (August 5th, 2009)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, PLEDGED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933 AND ALL STATE SECURITIES LAWS AND THE TERMS AND CONDITIONS HEREOF.

Steel Vault Corp – SECURITY AGREEMENT (August 5th, 2009)

This is a Security Agreement (the “Security Agreement”) between Steel Vault Corporation, a Delaware corporation (“Debtor”), and the holder of the Note (defined below) signatory hereto (the “Secured Party”), and is dated as of June 4, 2009.

Steel Vault Corp – STEEL VAULT CORPORATION 2009 STOCK INCENTIVE PLAN (May 12th, 2009)
Steel Vault Corp – JOINT MARKETING AGREEMENT (May 12th, 2009)

This Joint Marketing Agreement (“Agreement”) is effective as of the 11th day of May 2009 (“Effective Date”), by and between NationalCreditReport.com, L.L.C. (“NCRC”), with its principal place of business at 1690 South Congress Ave, Suite 200 Delray Beach, FL 33445 and First Advantage Membership Services, Inc. (“FAMS”) with its principle place of business at 12395 First American Way, Poway, CA 92064. In consideration of the mutual agreements of the parties herein and the benefits each expects to derive hereunder, the parties agree as follows:

Steel Vault Corp – SECURITY AGREEMENT (March 24th, 2009)

This is a Security Agreement (the “Security Agreement”) between Steel Vault Corporation, a Delaware corporation (“Debtor”) and Blue Moon Energy Partners LLC, a Florida limited liability company (the “Secured Party”), and is dated as of March 20, 2009.

Steel Vault Corp – Contract (March 24th, 2009)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, PLEDGED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933 AND ALL STATE SECURITIES LAWS AND THE TERMS AND CONDITIONS HEREOF.

Steel Vault Corp – Contract (March 24th, 2009)

NEITHER THIS NOTE NOR THE STOCK INTO WHICH THIS NOTE IS CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

Ifth Acquisition Corp – (IFTH Letterhead) (February 17th, 2009)

On behalf of IFTH Acquisition Corp. d/b/a Steel Vault (the “Company” or “Steel Vault”) and the Compensation Committee of the Board of Directors, I am writing this letter to document the important terms of your compensation agreement with Steel Vault for calendar year 2009. This compensation agreement is intended to cover any and all of your roles with the Company during 2009, including as the Company’s CEO and as a director.

Ifth Acquisition Corp – SYSCOMM INTERNATIONAL CORPORATION 2001 FLEXIBLE STOCK PLAN (As Amended and Restated on December 4, 2008) (December 24th, 2008)
Ifth Acquisition Corp – MARKETING AFFILIATE AGREEMENT (December 24th, 2008)

This Agreement is made this 1st day of October 2008, (the “Effective Date”), by and between Equidata, Inc., a corporation organized under the laws of Virginia with its principal place of business at 724 Thimble Shoals Boulevard Newport News, Virginia 23606 (“Equidata”), and National Credit Report.com, LLC a Corporation organized under the laws of Florida, with its principal place of business at 7700 N. Congress Ave, Suite 3113, Boca Raton FL33487 (“Marketing Affiliate”).

Ifth Acquisition Corp – CONSULTING AGREEMENT (December 24th, 2008)

THIS CONSULTING AGREEMENT (the “Agreement”) is made effective this                      day of                      (the “Effective Date”), between                     , an individual, whose address is                      (the “Consultant”), and National Credit Report.Com, LLC, a Florida limited liability company, whose principal place of business is located at 7700 Congress Avenue, Suite 3113, Boca Raton, Florida 33487 (the “Company”).

Ifth Acquisition Corp – IFTH ACQUISITION CORP. RESTRICTED STOCK AWARD AGREEMENT UNDER IFTH ACQUISITION CORP. 2001 FLEXIBLE STOCK PLAN (December 24th, 2008)

This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of [INSERT DATE OF GRANT] (the “Grant Date”) between IFTH Acquisition Corp., a Delaware corporation (the “Company”) and [INSERT NAME OF GRANTEE] (the “Grantee”).

Ifth Acquisition Corp – IFTH ACQUISITION CORP. STOCK OPTION AGREEMENT (December 24th, 2008)

THIS STOCK OPTION AGREEMENT (this “Agreement”) made as of                     , 2008 (the “Grant Date”) between IFTH Acquisition Corp., a Delaware Corporation (hereinafter called the “Company”), and                      (hereinafter called the “Optionee”), a Participant (as such term is defined in the Plan) under the Plan (as such term is defined below) of the Company.

Ifth Acquisition Corp – CONSULTING AGREEMENT (December 24th, 2008)

THIS CONSULTING AGREEMENT (the “Agreement”) is made effective this                      day of                      (the “Effective Date”), between                     , an individual, whose address is                      (the “Consultant”), and National Credit Report.Com, LLC, a Florida limited liability company, whose principal place of business is located at 7700 Congress Avenue, Suite 3113, Boca Raton, Florida 33487 (the “Company”).

Ifth Acquisition Corp – SUBLEASE (December 24th, 2008)

THIS SUBLEASE (the “Sublease”) is entered into October 8, 2008, between Digital Angel Corporation f/k/a Applied Digital Solutions, Inc., a Delaware corporation (“Landlord”), and IFTH Acquisition Corp., a Delaware corporation (“Tenant”).

Ifth Acquisition Corp – IFTH ACQUISITION CORP. STOCK OPTION AGREEMENT (December 24th, 2008)

THIS STOCK OPTION AGREEMENT (this “Agreement”) made as of                     , 2008 (the “Grant Date”) between IFTH Acquisition Corp., a Delaware Corporation (hereinafter called the “Company”), and                      (hereinafter called the “Optionee”), a Participant (as such term is defined in the Plan) under the Plan (as such term is defined below) of the Company.

Ifth Acquisition Corp – IFTH ACQUISITION CORP. STOCK OPTION AGREEMENT (NON-PLAN) (December 24th, 2008)

THIS STOCK OPTION AGREEMENT (the “Stock Option Agreement”) is entered into as of the                      day of                     , by and between IFTH Acquisition Corp., a Delaware corporation (the “Company”) and                      (the “Grantee”).

Ifth Acquisition Corp – IFTH Acquisition Corp. Acquires National Credit Report.com, LLC IFTH Acquisition Corp. will be Doing Business as Steel Vault Steel Vault to Launch its Business Plan in the Identity Security Market (December 11th, 2008)

DELRAY BEACH, FL — December 8, 2008 — IFTH Acquisition Corp., d/b/a Steel Vault (OTCBB: IFAQ) (“Company” or “Steel Vault”) announced today that it has acquired National Credit Report.com, LLC, a premier provider of identity security products and services focused on credit monitoring and identity theft protection. Reflecting the Company’s new line of business, the Company intends to change its name to Steel Vault Corporation and also change its ticker symbol upon stockholder approval in the first quarter of 2009.

Ifth Acquisition Corp – SECURITIES PURCHASE AGREEMENT (December 11th, 2008)

This Securities Purchase Agreement dated as of December 5, 2008 (this “Agreement”), among IFTH Acquisition Corp., a Delaware corporation (the “Buyer”) and National Credit Report.com, LLC, a Florida limited liability company (the “Company”), Jared Shaw, Ivan Posniak, Andrew Larkin, John Thau (“Thau”), Adam Cohen (“Cohen”), and Safeguard Acquisition, LLC (each a “Seller” and collectively, the “Sellers”). The Buyer, the Company, and the Sellers are referred to collectively in this Agreement as the “Parties.”

Ifth Acquisition Corp – PRESS RELEASE (August 4th, 2008)

DELRAY BEACH, FL – August 4, 2008 – IFTH Acquisition Corp. (the “Company”) (OTCBB: IFTH) announced today that the Chairman of its Board of Directors, Scott R. Silverman, and a group of private investors have agreed to purchase all shares of IFTH owned by Digital Angel Corporation (NASDAQ: DIGA), representing 49.9% of IFTH’s outstanding common stock, through their newly formed venture, Blue Moon Energy Partners LLC.

Ifth Acquisition Corp – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF INFOTECH USA, INC. (January 3rd, 2008)
Infotech Usa Inc – ASSET PURCHASE AND SALE AGREEMENT Between CORPORATE TECHNOLOGIES LLC (“Buyer”) and INFOTECH, USA, INC., A DELAWARE CORPORATION INFOTECH, USA, INC. (NEW JERSEY), A NEW JERSEY CORPORATION and INFORMATION TECHNOLOGY SERVICES, INC. A NEW YORK CORPORATION (“Sellers”) Executed on November 13, 2007 (November 15th, 2007)

This ASSET PURCHASE AND SALE AGREEMENT (this “ Purchase Agreement”) is made effective on November 13, 2007 between CORPORATE TECHNOLOGIES LLC, a Minnesota limited liability company with principal offices at 60 South Sixth Street, Suite 2535, Minneapolis, Minnesota 55402 (“Buyer”), and INFOTECH USA, INC., a Delaware corporation (“InfoTech”), INFOTECH USA, INC., a New Jersey corporation (“InfoTech NJ”), and INFORMATION TECHNOLOGY SERVICES, INC., a New York corporation, with principal offices located at 7 Kingsbridge Road, Fairfield, NJ 07004 (“ITSI” and, collectively with InfoTech and InfoTech NJ, the “Sellers”).

Infotech Usa Inc – SATISFACTION OF LOAN AGREEMENT (May 17th, 2007)

This Satisfaction of Loan Agreement (this “Agreement”) is made and entered into as of May 15, 2007, between APPLIED DIGITAL SOLUTIONS, INC., a Missouri corporation (“Borrower”), and INFOTECH USA, INC., a Delaware corporation (“Lender”).

Infotech Usa Inc – Third Amendment To Loan Documents (June 26th, 2006)

THIS THIRD AMENDMENT TO LOAN DOCUMENTS (the “Amendment”) is dated as of June 23, 2006 by and between APPLIED DIGITAL SOLUTIONS, INC., a Missouri corporation having an address of 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445 (the “Borrower”), and INFOTECH USA, INC., a Delaware corporation having an address of 7 Kingsbridge Road, Fairfield, New Jersey 07004 (the “Lender”).