Iceweb Inc Sample Contracts

ARTICLE 1 TERMS OF THE ESCROW
Escrow Agreement • April 5th, 2005 • Iceweb Inc • Services-business services, nec • New York
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EXHIBIT 10.1
Asset Purchase Agreement • July 26th, 2001 • Auction Anything Com Inc • Services-business services, nec • Florida
BETWEEN
Loan and Security Agreement • July 26th, 2005 • Iceweb Inc • Services-business services, nec • California
EXHIBIT 10.1
Loan and Security Agreement • August 20th, 2004 • Iceweb Inc • Services-business services, nec • California
RECITALS --------
Acquisition Agreement • October 28th, 1999 • Auction Anything Com Inc • Florida
AND
Agreement and Plan of Merger • April 4th, 2002 • Auction Anything Com Inc • Services-business services, nec • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 23rd, 2011 • Iceweb Inc • Computer storage devices • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 23, 2011, is by and among IceWEB, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 23rd, 2011 • Iceweb Inc • Computer storage devices • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2011, is by and among IceWEB, Inc., a Delaware corporation (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

ARTICLE I THE MERGER
Agreement and Plan of Merger • August 1st, 2003 • Iceweb Communications Inc • Services-business services, nec • Virginia
RECITALS
Research and Development Agreement • December 4th, 2001 • Auction Anything Com Inc • Services-business services, nec • Florida
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 30th, 2006 • Iceweb Inc • Services-business services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 8th day of September, 2005 by and among IceWEB, Inc., a corporation organized and existing under the laws of the State of Delaware (“ICEWEB, INC.” or the “Company”), and Barron Partners L.P., a Delaware limited partnership (hereinafter referred to as the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Preferred Stock Purchase Agreement.

RECITALS
Asset and Stock Purchase Agreement • July 26th, 2005 • Iceweb Inc • Services-business services, nec • Virginia
PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • July 31st, 2009 • Iceweb Inc • Computer storage devices • New York

This Preferred Stock Purchase Agreement (“Agreement”) is effective as of July 23, 2009 (“Effective Date”), by and among iceWEB, Inc., a Delaware corporation (“Company”), and Optimus Capital Partners, LLC, a Delaware limited liability company, doing business as Optimus Technology Capital Partners, LLC (including its permitted designees, successors and assigns, “Investor”).

AGREEMENT AND PLAN OF REORGANIZATION AND STOCK PURCHASE AGREEMENT
Agreement and Plan of Reorganization and Stock Purchase Agreement • June 6th, 2001 • Auction Anything Com Inc • Services-business services, nec • Florida
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE
Iceweb Inc • August 21st, 2012 • Computer storage devices

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

AGILITY LEASE FUND-III, LLC
Master Lease Agreement • October 2nd, 2013 • Iceweb Inc • Computer storage devices

THIS MASTER LEASE AGREEMENT (this "Lease") is made as of October 1, 2013 between Agility Lease Fund-III, LLC ("Lessor") and IceWEB, Inc. ("Lessee"), a corporation under the laws of Delaware.

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ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF INTERLAN AND THE SHAREHOLDERS
Stock Purchase and Exchange Agreement • August 1st, 2003 • Iceweb Communications Inc • Services-business services, nec • Virginia
ARTICLE I
Registration Rights Agreement • April 5th, 2005 • Iceweb Inc • Services-business services, nec • New York
RECITALS
Form of Stock Purchase Agreement • December 4th, 2001 • Auction Anything Com Inc • Services-business services, nec • Florida
PREFERRED STOCK PURCHASE AGREEMENT BETWEEN IceWEB, Inc. AND BARRON PARTNERS LP DATED September 8, 2005
Stock Purchase Agreement • January 30th, 2006 • Iceweb Inc • Services-business services, nec • New York

This PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 8th day of September, 2005 between IceWEB, Inc., a corporation organized and existing under the laws of the State of Delaware and BARRON PARTNERS LP, a Delaware limited partnership (“Investor”).

WITNESSETH:
Sublease Agreement • July 26th, 2005 • Iceweb Inc • Services-business services, nec
FINANCING AGREEMENT
Financing Agreement • January 30th, 2006 • Iceweb Inc • Services-business services, nec • California

This Financing Agreement (the “Agreement”), dated as of December __, 2005, is entered into by and between IceWeb, Inc., The Seven Corporation, Interlan Communications, Inc., Integrated Power Solutions, Inc. and IceWeb Online, Inc. (individually, a “Client” and collectively, the “Clients”), and Sand Hill Finance, LLC (“SHF”). Under this Agreement, each Client may request for itself that SHF purchase certain Accounts. A Client does not need the consent of, nor notice to, another Client to do so. All of the Clients are, however, jointly and severally liable for the responsibilities of the other Clients, including without limitation the obligations to pay SHF all fees and other amounts set forth in this Agreement.

SECURITY AGREEMENT
Security Agreement • October 2nd, 2013 • Iceweb Inc • Computer storage devices • Arizona

THIS AGREEMENT (“Agreement”) made this 1st day of October 2013 under the laws of the State of Arizona, between IceWeb, Inc. a corporation under the laws of the State of Delaware and/or its assigns, hereinafter called the “Debtor”, whose business address is 22900 Shaw Road, Suite 111, Sterling, VA, 20166, and Agility Lease Fund-III, LLC, an Arizona limited liability company or its assigns, whose business address is 101 East Gurley Street, Suite 202, Prescott, Arizona 86301, hereinafter called the “Secured Party”.

DISTRUBUTION AGREEMENT SIGNATURE PAGE
Distrubution Agreement • March 26th, 2010 • Iceweb Inc • Computer storage devices • Maryland

This Distributor Agreement (“Agreement”) consists of this Signature Page, the attached ICEWEB STORAGE CORPORATON Distributor Agreement General Terms and Conditions, and the Exhibits marked above. This Agreement authorizes Distributor to purchase Products from ICEWEB STORAGE CORPORATON (“MANUFACTURER”). This Agreement becomes legally binding upon signature by authorized representatives of the parties, below.

Form of Subsidiary Guarantee
Securities Purchase Agreement • November 23rd, 2011 • Iceweb Inc • Computer storage devices • New York

This Guaranty (the “Guaranty”) is made this 23rd day of November 2011, by such guarantors listed on the signature pages hereof (collectively, jointly and severally, “Guarantors,” and each, individually, a “Guarantor”), in favor of [_______________] (together with its successors, assigns, endorsees and transferees, “Buyer”).

ESCROW AGREEMENT
Escrow Agreement • October 2nd, 2013 • Iceweb Inc • Computer storage devices • Missouri

THIS ESCROW AGREEMENT (“Escrow Agreement”) is made as of October 1, 2013 (the “Escrow Date”), by and among (i) COMPUTERS & TELE-COMM, INC., a Missouri corporation, (“CTC”); (ii) the shareholders of CTC, being GRAEME GIBSON, individually (“Gibson”); GAIL SIMMONS, individually (“Simmons”); LARRY LEVIN, individually (“Levin”); BRUCE BARKSDALE, individually (“B. Barksdale”); MARTIN BARKSDALE, individually (“M. Barksdale”): MICHAEL JAY RYCE, individually (“Ryce”); JOHN BOLDING, individually (“Bolding”); LEONARD MILHOLLAND, individually (“L. Milholland”); and DONNA MILHOLLAND, individually (“D. Milholland”) (jointly the “CTC Stockholders”); (iii) ICEWEB, INC., a Delaware corporation (“Iceweb”); and THE LAW OFFICES OF DONOVAN BRADLEY DODRILL, LLC, a Missouri professional limited liability company (the “Escrow Agent”).

AGREEMENT FOR CANCELLATION OF SECURED CONVERTIBLE DEBENTURE
Secured Convertible Debenture • August 22nd, 2013 • Iceweb Inc • Computer storage devices • California

This Agreement for Cancellation of Secured Convertible Debenture (the “Agreement”) is entered into as August 20, 2013, by and among IceWEB, Inc. (the “Company”) and Sand Hill Finance, LLC (“SHF”).

Restricted Stock Unit Purchase Agreement ICEWEB, INC. RESTRICTED STOCK UNIT PURCHASE AGREEMENT
Restricted Stock Unit Purchase Agreement • June 14th, 2010 • Iceweb Inc • Computer storage devices • Virginia

This Restricted Stock Unit Purchase Agreement (the “Agreement”) is made as of June XX, 2010 by and between IceWEB, Inc., a Delaware corporation (the “Company”), and ___________________________________________________________(the “Purchaser”).

AMENDMENT TO GOOGLE ENTERPRISE RESELLER AGREEMENT
Enterprise Reseller Agreement • July 20th, 2010 • Iceweb Inc • Computer storage devices

This Amendment (“Amendment”) shall serve to amend that certain Google Enterprise Reseller Agreement (as amended to date, the “Agreement”) effective April 22, 2010, by and between the integrator (“Integrator”) set forth in the signature block below and the Google entity set forth in the signature block below (“Google”). This Amendment is entered into and effective as of the date the last party signs this Amendment (the “Effective Date”). In consideration of good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

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