EXHIBIT 10.24 ------------- INVESTOR REGISTRATION RIGHTS AGREEMENT -------------------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 8, 2004, by and among BSI2000, INC., a Delaware corporation, with its...Registration Rights Agreement • December 6th, 2004 • Bsi2000 Inc • Services-prepackaged software • Delaware
AgreementAgreement • November 27th, 2002 • Knowledge Foundations Inc/De • Services-prepackaged software • Virginia
EXHIBIT 10.27 -------------Escrow Agreement • December 6th, 2004 • Bsi2000 Inc • Services-prepackaged software • Delaware
EXHIBIT 10.23 ------------- SECURITIES PURCHASE AGREEMENT ----------------------------- THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of October 8, 2004, by and among BSI2000, INC., a Delaware corporation, with headquarters located...Securities Purchase Agreement • December 6th, 2004 • Bsi2000 Inc • Services-prepackaged software • Delaware
EXHIBIT 10.25 ------------- SECURITY AGREEMENT ------------------ THIS SECURITY AGREEMENT (the "AGREEMENT"), is entered into and made effective as of October 8, 2004, by and between BSI2000, INC., a Delaware corporation (the "COMPANY"), and the...Security Agreement • December 6th, 2004 • Bsi2000 Inc • Services-prepackaged software • Delaware
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 1st day of May, 2000, by and between Knowledge Foundations, Inc., a Delaware corporation ("Employer"), and Michael W. Dochterman...Employment Agreement • September 27th, 2000 • Knowledge Foundations Inc/De • Services-business services, nec • California
EXHIBIT 10.15 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 7, 2003, by and among BSI2000, INC., a Delaware corporation, with headquarters located at 12600 W. Colfax Ave. B410, Lakewood, Colorado...Securities Purchase Agreement • November 4th, 2003 • Bsi2000 Inc • Services-prepackaged software • Delaware
EXHIBIT 99.2Merger Agreement • May 9th, 2002 • Knowledge Foundations Inc/De • Services-business services, nec • Delaware
EXHIBIT 10.26 ------------- IRREVOCABLE TRANSFER AGENT INSTRUCTIONS October 8, 2004 Corporate Stock Transfer 3200 Cherry Creek Drive South, Suite 430 Denver, Colorado 80209 Attention: Shari Humphreys RE: BSI2000, INC. Ladies and Gentlemen: Reference...Securities Purchase Agreement • December 6th, 2004 • Bsi2000 Inc • Services-prepackaged software
BSI2000, INC. PLACEMENT AGENT AGREEMENT Dated as of: October 31, 2003Bsi2000 Inc • November 4th, 2003 • Services-prepackaged software • Delaware
Exhibit 4(c) LOCK-UP AGREEMENT FOR BSI2000, INC. SHAREHOLDERS This Lock-Up Agreement (the "Agreement") is between BSI2000, Inc. ("BSI") and its Shareholder(s) as listed on Exhibit A to this agreement (the "Shareholder(s)"). Where As BSI has entered...Lock-Up Agreement • January 29th, 2003 • Knowledge Foundations Inc/De • Services-prepackaged software
Exhibit 10.7 LOAN AGREEMENTLoan Agreement • November 27th, 2002 • Knowledge Foundations Inc/De • Services-prepackaged software • Colorado
Exhibit 10.4 STRATEGIC ALLIANCE AGREEMENT This Strategic Alliance Agreement is made and entered into this 4th day of May 2000 by and between BSI2000, Inc. (`BSIX'), a Colorado corporation with offices located at 12600 West Colfax Avenue, Suite B410...Strategic Alliance Agreement • November 27th, 2002 • Knowledge Foundations Inc/De • Services-prepackaged software • Texas
EXHIBIT 10.18 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 7, 2003, by and among BSI2000, INC., a Delaware corporation, with its principal office located at 12600 W. Colfax Ave. B410,...Investor Registration Rights Agreement • November 4th, 2003 • Bsi2000 Inc • Services-prepackaged software • Delaware
BSI2000, INC. PLACEMENT AGENT AGREEMENT Dated as of: July 7, 2003 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, BSI2000, Inc., a Delaware corporation (the...Placement Agent Agreement • October 1st, 2003 • Bsi2000 Inc • Services-prepackaged software • Delaware
EXHIBIT 10.20 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 31, 2003 by and between BSI2000, INC., a Delaware corporation, with its principal office located at 12600 W. Colfax Ave., B410, Lakewood,...Registration Rights Agreement • November 4th, 2003 • Bsi2000 Inc • Services-prepackaged software • Delaware
SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 5th, 2006 • Bsi2000 Inc • Services-prepackaged software • New Jersey
THIS SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 24, 2006, by and among BSI2000, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
EXHIBIT 10.15 EQUITY LINE OF CREDIT AGREEMENT AGREEMENT dated as of the 7th day of July, 2003 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and BSI2000, INC., a corporation organized and...Credit Agreement • October 1st, 2003 • Bsi2000 Inc • Services-prepackaged software • Delaware
SECOND AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • May 5th, 2006 • Bsi2000 Inc • Services-prepackaged software • New Jersey
THIS SECOND AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 24, 2006, by and among BSI2000, INC., a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
ContractSecurity Agreement • November 7th, 2005 • Bsi2000 Inc • Services-prepackaged software • New Jersey
ARTICLE I THE MERGERAgreement and Plan of Merger • September 27th, 2000 • Knowledge Foundations Inc/De • Services-business services, nec • Delaware
7852 Colgate Avenue Westminster, CA 92683 December 27, 2002 Mr. Michael Dochterman CEO and President Knowledge Foundations, Inc. Dear Mr. Dochterman: As required in Section 12.7 of License and Royalty Agreement ("Agreement") dated April 6, 2000...Knowledge Foundations Inc/De • January 6th, 2003 • Services-prepackaged software
ESCROW AGREEMENTEscrow Agreement • November 7th, 2005 • Bsi2000 Inc • Services-prepackaged software • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of November 3, 2005 BSI2000, INC., a Delaware corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow Agent”).
EXHIBIT 10.19 EQUITY LINE OF CREDIT AGREEMENT AGREEMENT dated as of the 31st day of October 2003 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and BSI2000, INC., a corporation organized and...Credit Agreement • November 4th, 2003 • Bsi2000 Inc • Services-prepackaged software • Delaware
LICENSE AND ROYALTY AGREEMENT THIS AGREEMENT, made and entered into this 6th day of April, 2000, by and between Richard L. Ballard and Janet J. Pettitt, husband and wife, (referred to herein as "Ballard"), and Knowledge Foundations, Inc., a Delaware...License and Royalty Agreement • September 27th, 2000 • Knowledge Foundations Inc/De • Services-business services, nec • California
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 1st day of May, 2000, by and between Knowledge Foundations, Inc., a Delaware corporation ("Employer"), and Robert A. Dietrich ("Employee"). W I T N E...Employment Agreement • September 27th, 2000 • Knowledge Foundations Inc/De • Services-business services, nec • California
EXHIBIT 10.15 EQUITY LINE OF CREDIT AGREEMENT AGREEMENT dated as of the___ day of July, 2003 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and BSI2000, INC., a corporation organized and...Equity Line of Credit Agreement • August 1st, 2003 • Bsi2000 Inc • Services-prepackaged software • Delaware
ContractAmended and Restated Security Agreement • July 8th, 2005 • Bsi2000 Inc • Services-prepackaged software • New Jersey
BSI2000, Inc. AGREEMENT TO REPLACE OPTIONS WITH COMMON STOCKKnowledge Foundations Inc/De • November 27th, 2002 • Services-prepackaged software
Exhibit 8.1 [Thomas W. Bade, P.C. letterhead] January 3, 2003 Knowledge Foundations, Inc. 7852 Colgate Avenue Westminster, California 92683 Ladies and Gentlemen: This opinion is being delivered to you in connection with (i) the Merger Agreement (the...Knowledge Foundations Inc/De • January 6th, 2003 • Services-prepackaged software
OFFICE LEASEOffice Lease • November 4th, 2003 • Bsi2000 Inc • Services-prepackaged software • Colorado
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS February 10, 2006Securities Purchase Agreement • February 21st, 2006 • Bsi2000 Inc • Services-prepackaged software
Reference is made to that certain Amended and Restated Securities Purchase Agreement (the “Securities Purchase Agreement”) of even date herewith by and between BSI2000, Inc., a Delaware corporation (the “Company”), and the Buyers set forth on Schedule I attached thereto (collectively the “Buyers”), the Securities Purchase Agreement dated June 17, 2005 by and between the Company and the Buyers, the Securities Purchase Agreement dated September 30, 2004 by and between the Company and the Buyers, and those certain Warrants of even date herewith, that certain Warrant dated November 3, 2005 and the Warrant dated June 17, 2005, each between the Company and the Buyers (collectively, the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company shall sell to the Buyers, an the Buyers shall purchase from the Company, convertible debentures (collectively, the “Debentures”) in the aggregate principal amount of One Million Dollars ($1,000,000), plus accrued interest, which are conver
THIRD AMENDED AND RESTATED SECURITY AGREEMENTThird Amended and Restated Security Agreement • February 21st, 2006 • Bsi2000 Inc • Services-prepackaged software • New Jersey
THIS THIRD AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of February 10, 2005, by and between BSI2000, INC., a Delaware corporation with its principal place of business located at 12600 West Colfax Avenue, B410, Lakewood, CO 80215 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
LOAN AGREEMENTLoan Agreement • November 27th, 2002 • Knowledge Foundations Inc/De • Services-prepackaged software
EXHIBIT 4 (a) KNOWLEDGE FOUNDATIONS, INC. STOCK REPURCHASE AGREEMENT This STOCK REPURCHASE AGREEMENT (this "Agreement") made as of this 18th day of September, 2000 by and among Knowledge Foundations, Inc., a Delaware corporation, formerly Calipso,...Stock Repurchase Agreement • September 27th, 2000 • Knowledge Foundations Inc/De • Services-business services, nec • California
