Warp Technology Holdings Inc Sample Contracts

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BY AND AMONG
Stock Purchase Agreement • June 21st, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • Connecticut
WITNESSETH:
Agreement and Plan of Merger • May 24th, 2006 • Halo Technology Holdings, Inc. • Services-prepackaged software • Delaware
WITNESSETH:
Lease Agreement • April 5th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software
FORM OF WARRANT
Warp Technology Holdings Inc • February 4th, 2005 • Services-prepackaged software • New York
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • February 4th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software
JOINT FILING AGREEMENT
Joint Filing Agreement • June 3rd, 2003 • Warp Technology Holdings Inc • Gold and silver ores

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

WITNESSETH:
Agreement and Plan of Merger • July 11th, 2006 • Halo Technology Holdings, Inc. • Services-prepackaged software • Delaware
WITNESSETH:
Collateral Agency Agreement • February 4th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
ADDENDUM NUMBER ONE TO THE PREMIUM INTERNATIONAL DISTRIBUTION AGREEMENT BY AND BETWEEN GUPTA TECHNOLOGIES, LLC AND NOCOM AB
International Distribution Agreement • April 5th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • California
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THIS AGREEMENT (this Agreement) is dated October 26, 2005
Agreement • November 1st, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
SERIES B-2 PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • August 20th, 2004 • Warp Technology Holdings Inc • Services-prepackaged software • New York
SECURITY AGREEMENT DATED OCTOBER 26, 2005 between PROCESS SOFTWARE, LLC and FORTRESS CREDIT CORP.
Security Agreement • November 1st, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 20th, 2006 • Warp Technology Holdings Inc • Services-prepackaged software • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of March 14 2006 (this “Agreement”), is entered into by and among Warp Technology Holdings, Inc., operating under the name Halo Technology Holdings, a Nevada corporation (“Parent”), UCA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Unify Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are collectively referred to herein as the “Parties.”

RECITALS
Investors' Agreement • February 4th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
Contract
Warp Technology Holdings Inc • March 22nd, 2004 • Services-prepackaged software • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.

PREMIUM INTERNATIONAL DISTRIBUTION AGREEMENT
Premium International Distribution Agreement • April 5th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • California
Contract
Halo Technology Holdings, Inc. • July 27th, 2006 • Services-prepackaged software • New York

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

WITNESSETH:
Senior Subsidiary Security Agreement • February 4th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
COMMERCIAL LEASE
Commercial Lease • May 5th, 2006 • Halo Technology Holdings, Inc. • Services-prepackaged software • Connecticut

THIS LEASE, dated as of the 1st day of May, 2006, by and between 200 Railroad Avenue LLC, a limited liability company organized and existing pursuant to the laws of the State of Connecticut with a place of business of 200 Railroad Avenue, Greenwich, Connecticut 06830 (hereinafter referred to as “Landlord”) and Halo Technology Holdings, Inc., a corporation organized and existing pursuant to the laws of the State of Nevada, with an authorization to conduct business in the State of Connecticut with a current place of business of 200 Railroad Avenue, Greenwich, Connecticut 06830 acting herein by Sue Florentino, its Vice President hereunto duly authorized (hereinafter referred to as “Tenant”).

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