EXHIBIT 10.5 ------------ LOCATEPLUS HOLDINGS CORPORATION AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o Ironshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand...Locateplus Holdings Corp • June 23rd, 2004 • Services-computer processing & data preparation • New York
EXHIBIT 99.1 ------------ ESCROW AGREEMENT This Escrow Agreement is entered into as of June 20, 2002, by and between, a American Pacific Bank (the "Escrow Agent"), Transfer Online, Inc. ("Transfer Online"), Oftring & Co., Inc. (the "Underwriter") and...Escrow Agreement • June 21st, 2002 • Locateplus Holdings Corp • Services-computer processing & data preparation • Massachusetts
OFLocateplus Holdings Corp • March 28th, 2002 • Delaware
TRANSFER AND VOTING OF SHARES; AND OTHER COVENANTS OF THE STOCKHOLDER SECTION 1.1. Voting of Shares. From the date hereof until termination of ---------------- this Agreement pursuant to Section 3.2 hereof (the "Term"), at any meeting of ---- the...Voting Agreement • July 13th, 2005 • Locateplus Holdings Corp • Services-computer processing & data preparation • New York
EXHIBIT 10.1 ------------ LOCATEPLUS HOLDINGS CORPORATION SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2004 • Locateplus Holdings Corp • Services-computer processing & data preparation • New York
July 22, 2002Underwriting Agreement • July 24th, 2002 • Locateplus Holdings Corp • Services-computer processing & data preparation
Reference is hereby made to a certain letter agreement between LocatePLUS Holdings Corporation (the "Company") and Oftring & Co., Inc. (the "Underwriter") dated March 15, 2002 (the "Underwriting Agreement"). Terms not defined in this letter shall have the meaning set forth in the Underwriting Agreement.
EXHIBIT 10.9 ------------ SECURITY AGREEMENT This SECURITY AGREEMENT ("Agreement") is made as of this June 4, 2002, by and between LocatePLUS Holdings Corporation, a Delaware corporation with a principal place of business located at 100 Cummings...Security Agreement • June 21st, 2002 • Locateplus Holdings Corp • Services-computer processing & data preparation • Massachusetts
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of March 20, 2007, by and between LOCATEPLUS HOLDINGS CORPORATION, a Delaware corporation with its principal place of business located at 100 Cummings...Security Agreement • March 26th, 2007 • Locateplus Holdings Corp • Services-computer processing & data preparation • New Jersey
EXHIBIT 10.3 ------------ REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 17, 2004, by and between LocatePLUS Holdings Corporation, a Delaware corporation (the "Company"), and...Registration Rights Agreement • June 23rd, 2004 • Locateplus Holdings Corp • Services-computer processing & data preparation • New York
Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written...Registration Rights Agreement • July 13th, 2005 • Locateplus Holdings Corp • Services-computer processing & data preparation • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 20, 2007, by and among LOCATEPLUS HOLDINGS CORPORATION, a Delaware corporation (the "Company"), and the undersigned Buyers listed on Schedule I...Registration Rights Agreement • March 26th, 2007 • Locateplus Holdings Corp • Services-computer processing & data preparation • New Jersey
BACKGROUND ----------Stock Pledge Agreement • June 23rd, 2004 • Locateplus Holdings Corp • Services-computer processing & data preparation • New York
LICENSE AGREEMENT (this "Agreement") Dated: March 31, 1999 BetweenLicense Agreement • August 5th, 2002 • Locateplus Holdings Corp • Services-computer processing & data preparation • California
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 20, 2007, by and among LOCATEPLUS HOLDINGS CORPORATION, a Delaware corporation (the "Company"), and the Buyers listed on Schedule I attached hereto...Securities Purchase Agreement • March 26th, 2007 • Locateplus Holdings Corp • Services-computer processing & data preparation • New Jersey
Exhibit 10.14/A INVESTMENT AGREEMENT -------------------- INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of June 2, 2003 by and between LocatePLUS Holdings Corporation, a Delaware corporation (the "COMPANY"), and Dutchess Private Equities Fund,...Investment Agreement • July 15th, 2003 • Locateplus Holdings Corp • Services-computer processing & data preparation • Massachusetts
LocatePlus Holdings Corporation ------------------------------- ____________________ This offering consists of $1,500,000 of the Company's Fifteen Month Convertible Debentures convertible into the Company's Common Stock. SUBSCRIPTION AGREEMENT...Subscription Agreement • October 31st, 2006 • Locateplus Holdings Corp • Services-computer processing & data preparation
ARTICLE I INTEREST & AMORTIZATIONLocateplus Holdings Corp • June 23rd, 2004 • Services-computer processing & data preparation • New York
LICENSE AGREEMENT (this "Agreement") Dated: March 31, 1999 BetweenLicense Agreement • June 21st, 2002 • Locateplus Holdings Corp • Services-computer processing & data preparation • California
EXHIBIT 10.2 ------------ "CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION." REDACTED MATERIAL INDICATED BY "***". DATABASE LICENSE AGREEMENT...License Agreement • August 5th, 2002 • Locateplus Holdings Corp • Services-computer processing & data preparation • Illinois
EXHIBIT 4.10 ------------ THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUABLE UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT...Locateplus Holdings Corp • March 28th, 2002 • Massachusetts
WARRANT AGREEMENT THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION"...Warrant Agreement • October 31st, 2006 • Locateplus Holdings Corp • Services-computer processing & data preparation
PERSONAL GUARANTYLocateplus Holdings Corp • June 21st, 2002 • Services-computer processing & data preparation
OFLocateplus Holdings Corp • June 21st, 2002 • Services-computer processing & data preparation • Delaware
EXHIBIT 4.8 ----------- THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUABLE UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE...Locateplus Holdings Corp • March 28th, 2002 • Delaware
WARRANT AGREEMENT THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION"...Warrant Agreement • October 31st, 2006 • Locateplus Holdings Corp • Services-computer processing & data preparation • Massachusetts
EXHIBIT 10.7 ------------ SUBSIDIARY GUARANTYLocateplus Holdings Corp • June 23rd, 2004 • Services-computer processing & data preparation
EXHIBIT 10.6 ------------ [LOCATEPLUS HOLDINGS CORPORATION LETTERHEAD] December 19, 2001 IntelliCorp Ltd. 6001 Cochran Road Suite 200 Solon, Ohio 44139 Attn: Chad Salahshour, Managing Member RE: SECURITIES PURCHASE AGREEMENT, AS AMENDED CHANNEL...Securities Purchase Agreement • March 28th, 2002 • Locateplus Holdings Corp
Reference is also hereby made to a certain Channel Partnership Agreement, dated as of September 1, 2001, by and between LocatePLUS and IntelliCorp (the "Channel Partnership Agreement").
FACE AMOUNT $750,000 PRICE $750,000 DEBENTURE NUMBER July - 2006-101 ISSUANCE DATE July 21, 2006 MATURITY DATE July 21, 2011Debenture Agreement • October 31st, 2006 • Locateplus Holdings Corp • Services-computer processing & data preparation • Massachusetts
EXHIBIT 10.25 ------------- NATIONAL FINANCIAL COMMUNICATIONS CORP. CONSULTING AGREEMENT AGREEMENT made as of the 8th day of June 2004 by and between LOCATEPLUS Holdings Corporation, maintaining its principal offices at 100 Cummings Center, Suite...Consulting Agreement • September 3rd, 2004 • Locateplus Holdings Corp • Services-computer processing & data preparation • Massachusetts
EXHIBIT 10.4 ------------ THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON...Locateplus Holdings Corp • June 23rd, 2004 • Services-computer processing & data preparation • New York
SECURITY AGREEMENT ------------------ THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of December 29, 2005, by and between LocatePlus Holdings Corporation, a Delaware corporation with its principal place of business...Security Agreement • October 31st, 2006 • Locateplus Holdings Corp • Services-computer processing & data preparation • Massachusetts
Exhibit 10.1 LOCATEPLUS HOLDINGS CORPORATION. CHANNEL PARTNER AGREEMENT This Channel Partner Agreement ("Agreement") is entered into effective January (month) 3 (day), 2005 (year) ("Effective Date") by and between LOCATEPLUS HOLDINGS CORPORATION., a...Partner Agreement • October 17th, 2005 • Locateplus Holdings Corp • Services-computer processing & data preparation • Massachusetts
LOAN AGREEMENTLoan Agreement • June 21st, 2002 • Locateplus Holdings Corp • Services-computer processing & data preparation
AGREEMENT ---------Database License Agreement • August 5th, 2002 • Locateplus Holdings Corp • Services-computer processing & data preparation • Delaware
DEBENTURE REGISTRATION RIGHTS AGREEMENT DEBENTURE REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 21, 2006, by and between LocatePlus Holdings Corporation, a company organized under the laws of state of Delaware (the "Company"), and...Debenture Registration Rights Agreement • October 31st, 2006 • Locateplus Holdings Corp • Services-computer processing & data preparation • Massachusetts
