------------------------------------------- ----------------------------- Knobias, Inc. BANK OF BROOKHAVEN Loan Number 79897 P.O. Box 2783 411 BROOKWAY, BLVD. Date 04/27/05 Ridgeland, MS 39158 BROOKHAVEN, MS 39601 Maturity Date 04/27/06 Loan Amount...Knobias, Inc. • May 10th, 2005 • Investment advice
Exhibit 4.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of March 15, 2005 among Knobias, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto...Securities Purchase Agreement • March 21st, 2005 • Knobias, Inc. • Investment advice • New York
Exhibit 4.4 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of March 15, 2005 (this "Agreement"), among Knobias, Inc., a Delaware corporation (the "Company" or the "Debtor") and the holder or holders of the Company's 12% Senior Subordinated Secured...Security Agreement • March 21st, 2005 • Knobias, Inc. • Investment advice • New York
EXHIBIT 10.5 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT, dated as of November 19, 2004, is made by and between KNOBIAS, INC., a Delaware corporation (the "Company"), and Joseph L. Stephens (the "Indemnitee"). R E C I T A L S A. The...Indemnification Agreement • December 30th, 2004 • Knobias, Inc. • Investment advice • Delaware
EXHIBIT 10.10 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") made and entered into as of November 15, 2004, by and between KNOBIAS, INC. (the "Company"), a Delaware corporation, and E. Key Ramsey (the "Executive"); WHEREAS, the Executive...Employment Agreement • December 30th, 2004 • Knobias, Inc. • Investment advice • Mississippi
Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 15, 2005, among Knobias, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each such...Registration Rights Agreement • March 21st, 2005 • Knobias, Inc. • Investment advice
X = Y (A-B) ----------- AKnobias, Inc. • April 28th, 2005 • Investment advice • Delaware
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 1N RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Knobias, Inc. • April 28th, 2005 • Investment advice • Mississippi
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 19th, 2004 • Knobias, Inc. • Investment advice • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 15, 2004 among Knobias, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Knobias, Inc. • March 21st, 2005 • Investment advice
Exhibit 4.1 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES...Knobias, Inc. • April 28th, 2005 • Investment advice • Mississippi
SECURITY AGREEMENTSecurity Agreement • June 13th, 2007 • Knobias, Inc. • Investment advice • New York
SECURITY AGREEMENT, dated as of June 6, 2007 (this “Agreement”), among Knobias Inc., a Delaware corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s Senior Secured Convertible Notes due June 6, 2010 in the original aggregate principal amount of $3,000,000 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
AMONGAgreement and Plan of Reorganization • July 14th, 2004 • Consolidated Travel Systems Inc /De • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Knobias, Inc. • January 31st, 2005 • Investment advice • New York
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 19th, 2004 • Knobias, Inc. • Investment advice • New York
SUBSIDIARY GUARANTEE, dated as of November 1, 2004, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Knobias, Inc., a Delaware corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2004 • Knobias, Inc. • Investment advice • New Jersey
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 15, 2004 by and between KNOBIAS, INC., a Delaware corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Knobias, Inc. • March 21st, 2005 • Investment advice • New York
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Knobias, Inc. • April 28th, 2005 • Investment advice • New York
GUARANTYKnobias, Inc. • May 10th, 2005 • Investment advice
STANDBY EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 19th, 2004 • Knobias, Inc. • Investment advice • New Jersey
THIS AGREEMENT dated as of the 15th day of November 2004 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and KNOBIAS, INC., a corporation organized and existing under the laws of the State of Delaware and formerly known as Consolidated Travel Systems, Inc. (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2007 • Knobias, Inc. • Investment advice
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 6, 2007, among Knobias, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2004 • Knobias, Inc. • Investment advice
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 1, 2004, among Knobias, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the _____day of ______________, 2007 (the "Effective Date"), by and among Knobias, Inc., a Delaware corporation (the "Company"), and Greg Ballard ("Employee"). The...Employment Agreement • February 28th, 2007 • Knobias, Inc. • Investment advice • Mississippi
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2007 • Knobias, Inc. • Investment advice • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 6, 2007, among Knobias, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
KNOBIAS HOLDINGS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • November 19th, 2004 • Knobias, Inc. • Investment advice • New Jersey
The undersigned, Knobias, Inc., a Delaware corporation (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) and Cornell Capital Partners, LP, a Delaware Limited Partnership (the “Investor”), as follows:
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the _____day of ______________, 2007 (the "Effective Date"), by and among Knobias, Inc., a Delaware corporation (the "Company"), and E. Key Ramsey ("Employee")....Employment Agreement • February 28th, 2007 • Knobias, Inc. • Investment advice • Mississippi
8% SECURED CONVERTIBLE NOTE DUE NOVEMBER 1, 2006Knobias, Inc. • November 19th, 2004 • Investment advice • New York
THIS NOTE is one of a series of duly authorized and issued 8% Secured Convertible Notes of Knobias, Inc., a Delaware corporation, having a principal place of business at (the “Company”), designated as its 8% Secured Convertible Note, due November 1, 2006 (the “Note(s)”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 13th, 2007 • Knobias, Inc. • Investment advice • New York
SUBSIDIARY GUARANTEE, dated as of June 6, 2007 made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchaser signatory (the "Purchaser") to that certain Securities Purchase Agreement, dated as of the date hereof, between Knobias, Inc., a Delaware corporation (the “Company”) and the Purchaser.
GUARANTYKnobias, Inc. • May 10th, 2005 • Investment advice
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of Knobias, Inc.Common Stock Purchase Warrant • November 19th, 2004 • Knobias, Inc. • Investment advice
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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Knobias, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, $0.01 par value, of the Company (the “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).
STOCK PURCHASE WARRANT To Subscribe for and Purchase Common Stock of KNOBIAS, INC. A Delaware CorporationStock Purchase Warrant • November 19th, 2004 • Knobias, Inc. • Investment advice • Delaware
THIS CERTIFIES that, for value received, Bridges and Pipes L.P., or its registered assigns (hereinafter called the “Warrantholder”), is entitled, subject to the terms of Section 1 hereof, to subscribe for and purchase from KNOBIAS, INC., a Delaware corporation (hereinafter called the “Company”), at the price of $.60 per share (such exercise price, as from time to time to be adjusted as hereinafter provided, being hereinafter called the “Warrant Price”), at any time during the Exercise Period, up to 25,000 shares of fully paid, nonassessable shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (“Common Stock”), subject, however, to the provisions and upon the terms and conditions hereinafter set forth, including, without limitation, the provisions of Section 1, Section 3 and Section 4 hereof.
ESCROW AGREEMENTEscrow Agreement • November 19th, 2004 • Knobias, Inc. • Investment advice • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of November 15, 2004 by KNOBIAS, INC., a Delaware corporation (the “Company”); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”); and DAVID GONZALEZ, ESQ. (the “Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 26th, 2004 • Knobias, Inc. • Investment advice • Mississippi
This Employment Agreement (“Agreement”) made and entered into as of November 15, 2004, by and between KNOBIAS, INC. (the “Company”), a Delaware corporation, and E. Key Ramsey (the “Executive”);
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 19th, 2004 • Knobias, Inc. • Investment advice
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is entered into effective as of the 25th day of October, 2004, by and among KNOBIAS HOLDINGS, INC., a Delaware corporation (the “Company”), CONSOLIDATED TRAVEL SYSTEMS, INC., a Delaware corporation (“COVSA”) and KHI ACQUISITION, INC., a newly formed Delaware corporation (“Merger Sub”).
GUARANTYKnobias, Inc. • May 10th, 2005 • Investment advice
