AGREEMENT AND PLAN OF MERGER BY AND AMONG WIZZARD SOFTWARE CORPORATION, WIZZARD ACQUISITION CORP., WEBMAYHEM, INC. (d/b/a LIBERATED SYNDICATION), DAVID J. CHEKAN, MATTHEW T. HOOPES, DAVID MANSUETO and MARTIN MULLIGAN February 27, 2007 AGREEMENT AND...Agreement and Plan of Merger • March 2nd, 2007 • Wizzard Software Corp /Co • Services-prepackaged software • Pennsylvania
AGREEMENT For good and valuable consideration, the receipt of which is acknowledged, Alpha Capital Aktiengesellschaft and Genesis Microcap Inc. hereby agree that in connection with an aggregate investment of $1,400,000 in Notes and Warrants of Wizzard...Agreement • March 31st, 2005 • Wizzard Software Corp /Co • Services-prepackaged software
For good and valuable consideration, the receipt of which is acknowledged, Alpha Capital Aktiengesellschaft and Genesis Microcap Inc. hereby agree that in connection with an aggregate investment of $1,400,000 in Notes and Warrants of Wizzard Software Corp., except for interest accrual, all other time effective clauses of the Transaction Documents shall employ February 28, 2005, as the Closing Date.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2007 • Wizzard Software Corp /Co • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2007, between Wizzard Software Corporation, a Colorado corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT AGREEMENT AGREEMENT, dated as of this day of 1998, by and between BALANCED LIVING, INC., a Colorado corporation ("Company"), and Interwest Transfer Company, Inc. as Warrant Agent (the "Warrant Agent"). WITNESSETH WHEREAS, in connection with a...Warrant Agreement • December 22nd, 1998 • Balanced Living Inc • Colorado
COMMON STOCK PURCHASE WARRANT WIZZARD SOFTWARE CORPORATIONWizzard Software Corp /Co • July 26th, 2007 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Canada Pension Plan Investment Board (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wizzard Software Corporation, a Colorado corporation (the “Company”), up to 609,756 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • January 25th, 2011 • Wizzard Software Corp /Co • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 181st day following the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wizzard Software Corporation, a Colorado corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock; provided, however, that the date set forth above as the Termination Date shall be extended for the number of days during such period in which (i) trading in the Common Stock is suspended by any Trading Market, or (ii) the Registration Statement is not effective but in no event later than January 21, 2017. The purchase price of one share of Common Stock under this Warra
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2011 • Wizzard Software Corp /Co • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 19, 2011, between Wizzard Software Corporation, a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
RECITALSAgreement and Plan • September 5th, 2000 • Balanced Living Inc • Services-educational services • Colorado
COMMON STOCK PURCHASE WARRANTWizzard Software Corp /Co • April 1st, 2010 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 181st day following the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wizzard Software Corporation, a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock; provided, however, that the date set forth above as the Termination Date shall be extended for the number of days during such period in which (i) trading in the Common Stock is suspended by any Trading Market, or (ii) the Registration Statement is not effective but in no event later than April 1, 2016. The purchase price of one share of Common Stock under this Warrant
BALANCED LIVING, INC. OPTION AGREEMENTOption Agreement • December 22nd, 1998 • Balanced Living Inc • Colorado
Letter of Agreement This LOA confirms the terms of Wizzard Software Corporation's (WIZD) agreement with Speech Systems, Inc. (SSYI), and Dr. Alan Costilo (Costilo). 1. WIZD will acquire 100% of the outstanding shares (500,000) of SSYI in a one for one...Letter of Agreement • May 25th, 2001 • Wizzard Software Corp /Co • Services-educational services
BALANCED LIVING, INC. OPTION AGREEMENTOption Agreement • December 22nd, 1998 • Balanced Living Inc • Colorado
AMENDED AND RESTATED LOAN AGREEMENT DATED: February 2, 2001 PARTIES: SAVAGE HOLDINGS, INC., a Minnesota corporation, with an address at 2000 S. Plymouth Road, Suite 210, Minnetonka, MN 55305 ("Lender"); and WIZZARD SOFTWARE CORPORATION, a Delaware...Loan Agreement • February 22nd, 2001 • Balanced Living Inc • Services-educational services • Delaware
Exhibit 10.5 FUNDS ESCROW AGREEMENT This Agreement is dated as of the 25th day of October, 2006 among Wizzard Software Corp., a Colorado corporation (the "Company"), the Subscribers identified on Schedule A hereto (each a "Subscriber" and collectively...Funds Escrow Agreement • October 27th, 2006 • Wizzard Software Corp /Co • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 3rd, 2007 • Wizzard Software Corp /Co • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2007, between Wizzard Software Corporation., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CONSULTANT COMPENSATION AGREEMENT NO. 1 THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made as of this 23th day of June, 2000, among Balanced Living, Inc., a Colorado corporation ("Balanced"); and Leonard W. Burningham, Esq., who has executed...Consultant Compensation Agreement • June 23rd, 2000 • Balanced Living Inc • Services-educational services • Nevada
SECURITY AGREEMENTSecurity Agreement • December 2nd, 2008 • Wizzard Software Corp /Co • Services-prepackaged software • New York
BALANCED LIVING, INC. OPTION AGREEMENTOption Agreement • December 22nd, 1998 • Balanced Living Inc • Colorado
Date of Grant: May 22, 2006 Number of Shares Subject to Option: 125,000 WIZZARD SOFTWARE CORPORATION STOCK OPTION PLAN AND AGREEMENT This Agreement, dated May 22, 2006 is made between Wizzard Software Corporation, (the "Company") and John Busshaus...Stock Option Plan and Agreement • May 26th, 2006 • Wizzard Software Corp /Co • Services-prepackaged software • Pennsylvania
Exhibit 4.10 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,...Wizzard Software Corp /Co • December 22nd, 2006 • Services-prepackaged software • New York
STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into this 8th day of September, 2005, by and among WIZZARD SOFTWARE CORPORATION, a Colorado corporation ("Wizzard"); and THE BRENDA MOSHER LIVING TRUST (the...Stock Purchase Agreement • September 14th, 2005 • Wizzard Software Corp /Co • Services-prepackaged software • Wyoming
SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of January ____, 2004, by and among Wizzard Software Corporation, a Colorado corporation (the "Company"), and the subscribers identified on the signature page hereto (each...Subscription Agreement • January 28th, 2004 • Wizzard Software Corp /Co • Services-educational 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...Wizzard Software Corp /Co • January 28th, 2004 • Services-educational services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2012 • Wizzard Software Corp /Co • Services-prepackaged software • Pennsylvania
This EMPLOYMENT AGREEMENT, entered into as of this 26th day of September 2012, by and between WIZZARD SOFTWARE CORPORATION, a Colorado corporation with an office at 5001 Baum Blvd. Suite 770, Pittsburgh, Pennsylvania 15213 (hereinafter called the “Company”) and CHRISTOPHER J. SPENCER (hereinafter called the “Executive”) residing at 60 Spanish River Dr., Boynton Beach, FL 33435.
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), is made as of September 14, 2001, by and between Wizzard Software Corp., a corporation organized under the laws of the State of Colorado, U.S.A., with headquarters...Securities Purchase Agreement • October 1st, 2001 • Wizzard Software Corp /Co • Services-educational services • Delaware
LOCK-UP/LEAK-OUT AGREEMENT THIS LOCK-UP/LEAK-OUT AGREEMENT (the "Agreement" is made and entered into as of the 7th day of February, 2001, by and among Corporate Capital Management, LLC, a Minnesota limited liability company, with an address at 2000 S....Leak-Out Agreement • February 22nd, 2001 • Balanced Living Inc • Services-educational services • Delaware
Exhibit 4.17 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,...Wizzard Software Corp /Co • December 22nd, 2006 • Services-prepackaged software • New York
DEMAND NOTE/COMMON STOCK WARRANT PURCHASE AGREEMENT THE BALANCED WOMAN, INC.Common Stock Warrant Purchase Agreement • December 22nd, 1998 • Balanced Living Inc • Utah
Exhibit 4.8 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,...Wizzard Software Corp /Co • December 22nd, 2006 • Services-prepackaged software • New York
Exhibit 4.3 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 FOR...Wizzard Software Corp /Co • December 22nd, 2006 • Services-prepackaged software • New York
Exhibit 4.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of October 25, 2006, by and among Wizzard Software Corp., a Colorado corporation (the "Company"), and the subscribers identified on the signature page hereto...Subscription Agreement • December 22nd, 2006 • Wizzard Software Corp /Co • Services-prepackaged software • New York
MODIFICATION AND AMENDMENT AGREEMENTModification and Amendment Agreement • October 21st, 2009 • Wizzard Software Corp /Co • Services-prepackaged software
This Modification and Amendment Agreement (“Agreement”) dated as of October 15, 2009, is entered into by and between Wizzard Software Corporation, a Colorado corporation (the “Company”) and Genesis Microcap Inc (the “Subscriber”).
Exhibit 4.7 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,...Wizzard Software Corp /Co • December 22nd, 2006 • Services-prepackaged software • New York
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • December 2nd, 2008 • Wizzard Software Corp /Co • Services-prepackaged software • New York
This Agreement is dated as of the ____ day of November, 2008 among Wizzard Software Corporation, a Colorado corporation (the "Company"), the Subscribers identified on Schedule A hereto (each a “Subscriber” and collectively “Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"):
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...Wizzard Software Corp /Co • March 31st, 2005 • Services-prepackaged software • New York
