Deep Field Technologies, Inc. Sample Contracts

Deep Field Technologies, Inc. – PLEDGE AND ESCROW AGREEMENT (July 11th, 2007)

THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of July 5, 2007 (the “Effective Date”) by and among DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Pledgor”), CORNELL CAPITAL PARTNERS, L.P. (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).

Deep Field Technologies, Inc. – AMENDMENT No. 1 TO WARRANT NO.: DPFD-4-5 (July 11th, 2007)

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).

Deep Field Technologies, Inc. – IRREVOCABLE TRANSFER AGENT INSTRUCTIONS July 5, 2007 (July 11th, 2007)

Reference is made to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) of even date herewith by and between Deep Field Technologies, Inc., a New Jersey corporation (the “Company”), and the Buyers set forth on Schedule I attached thereto (collectively the “Buyers”) and that certain Pledge and Escrow Agreement (the “Pledge Agreement”) of even date herewith among the Company, the Buyers and David Gonzalez, as escrow agent (the “Escrow Agent”). 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 Seven Hundred Thousand Dollars ($1,300,000), plus accrued interest, which are convertible into shares of the Company’s common stock, no par value per share (the

Deep Field Technologies, Inc. – SECURITIES PURCHASE AGREEMENT (July 11th, 2007)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of July 5, 2007, by and among DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

Deep Field Technologies, Inc. – AMENDMENT No. 1 TO WARRANT NO.: DPFD-3-5 (July 11th, 2007)

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).

Deep Field Technologies, Inc. – AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-3-2 (July 11th, 2007)

THIS AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-3-2 (this “Amendment”), is entered into by and between DEEP FIELD TECHNOLOGIES, INC. a New Jersey corporation (the “Company”), and the undersigned Buyer (the “Buyer”).

Deep Field Technologies, Inc. – DEEP FIELD TECHNOLOGIES, INC. Secured Convertible Debenture (July 11th, 2007)

FOR VALUE RECEIVED, DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the “Company”), hereby promises to pay to the order of CORNELL CAPITAL PARTNERS, L.P. or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), on any Installment Date with respect to the Installment Amount due on such Installment Date (each, as defined herein), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upo

Deep Field Technologies, Inc. – AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-3-1 (July 11th, 2007)

THIS AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-3-1 (this “Amendment”), is entered into by and between DEEP FIELD TECHNOLOGIES, INC. a New Jersey corporation (the “Company”), and the undersigned Buyer (the “Buyer”).

Deep Field Technologies, Inc. – AMENDMENT No. 1 TO WARRANT NO.: DPFD-5-5 (July 11th, 2007)

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).

Deep Field Technologies, Inc. – AMENDMENT No. 1 TO WARRANT NO.: DPFD-1-5 (July 11th, 2007)

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).

Deep Field Technologies, Inc. – AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-1-1 (July 11th, 2007)

THIS AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-1-1 (this “Amendment”), is entered into by and between DEEP FIELD TECHNOLOGIES, INC. a New Jersey corporation (the “Company”), and the undersigned Buyer (the “Buyer”).

Deep Field Technologies, Inc. – AMENDMENT No. 1 TO WARRANT NO.: DPFD-2-5 (July 11th, 2007)

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).

Deep Field Technologies, Inc. – AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-3-3 (July 11th, 2007)

THIS AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-3-3 (this “Amendment”), is entered into by and between DEEP FIELD TECHNOLOGIES, INC. a New Jersey corporation (the “Company”), and the undersigned Buyer (the “Buyer”).

Deep Field Technologies, Inc. – DEEP FIELD TECHNOLOGIES, INC. Warrant To Purchase Common Stock (July 11th, 2007)

Deep Field Technologies, Inc., a New Jersey corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Cornell Capital Partners, L.P. (the “Holder”), the registered holder hereof or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company upon surrender of this Warrant, at any time or times on or after the date hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as defined herein) Twenty Million (20,000,000) fully paid and nonassessable shares of Common Stock (as defined herein) of the Company (the “Warrant Shares”) at the exercise price per share provided in Section 1(b) below or as subsequently adjusted; provided, however, that in no event shall the holder be entitled to exercise this Warrant for a number of Warrant Shares i

Deep Field Technologies, Inc. – INVESTOR REGISTRATION RIGHTS AGREEMENT (July 11th, 2007)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is dated as of July 5, 2007, by and among DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

Deep Field Technologies, Inc. – SECURITIES PURCHASE AGREEMENT (May 3rd, 2007)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of March 19, 2007, by and among DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

Deep Field Technologies, Inc. – DEEP FIELD TECHNOLOGIES, INC. Secured Convertible Debenture Due: March 1, 2008 (May 3rd, 2007)

This Secured Convertible Debenture (this “Debenture”) is issued by DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the “Company”), to CORNELL CAPITAL PARTNERS, LP (the “Holder”). On or about September 15, 2005, a Promissory Note in the original principal amount of One Million Eight Hundred Fifty Thousand Dollars (US$1,850,000) (the “Note”) was issued by Mayflower Auto Group, LLC, a Delaware limited liability company (“Mayflower”), to the Holder. On February 13, 2007, The Company, Mayflower and the Holder entered into that certain assignment and assumption agreement pursuant to which Mayflower assigned to the Company, and the Company assumed from Mayflower, the liabilities under the Note to be bound by the terms thereunder. This Debenture is being issued to consolidate the Note plus accrued and unpaid interest to the date hereof t

Deep Field Technologies, Inc. – PLEDGE AND ESCROW AGREEMENT (May 3rd, 2007)

THIS PLEDGE AND ESCROW AGREEMENT (this “Agreement”) is made and entered into as of March 19, 2007 (the “Effective Date”) by and among CHUEN KIN QUEK, an individual (the “Pledgor”), DEEP FIELD TECHNOLOGIES, INC. (the “Company”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”) and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).

Deep Field Technologies, Inc. – AMENDED AND RESTATED IRREVOCABLE TRANSFER AGENT INSTRUCTIONS (May 3rd, 2007)

The parties hereto entered into Irrevocable Transfer Agent Instructions on August 13, 2004 (the “August Agreement”). This Amended and Restated Irrevocable Transfer Agent Instructions shall amend and replace the August Agreement.

Deep Field Technologies, Inc. – DEEP FIELD TECHNOLOGIES, INC. Secured Convertible Debenture Due: March 1, 2008 (May 3rd, 2007)

This Secured Convertible Debenture (the “Debenture”) is issued by DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the “Company”), to CORNELL CAPITAL PARTNERS, LP (the “Holder”). On or about September 29, 2006, a Promissory Note in the original principal amount of One Million Five Hundred Thousand Dollars (US$1,500,000) (the “Note”) was issued by Mayflower Auto Group, LLC, a Delaware limited liability company (“Mayflower”), to the Holder. On February 13, 2007, The Company, Mayflower and the Holder entered into that certain assignment and assumption agreement pursuant to which Mayflower assigned to the Company, and the Company assumed from Mayflower, the liabilities under the Note to be bound by the terms thereunder. This Debenture is being issued to consolidate the Note plus accrued and unpaid interest to the date hereof totaling

Deep Field Technologies, Inc. – INVESTOR REGISTRATION RIGHTS AGREEMENT (May 3rd, 2007)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is dated as of March 19, 2007, by and among DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

Deep Field Technologies, Inc. – DEEP FIELD TECHNOLOGIES, INC. Secured Convertible Debenture Due: March 19, 2008 (May 3rd, 2007)

This Secured Convertible Debenture (this “Debenture”) is issued by DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the “Company”) to CORNELL CAPITAL PARTNERS, LP (the “Holder”), pursuant to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated March 19, 2007.

Deep Field Technologies, Inc. – DEEP FIELD TECHNOLOGIES, INC. Secured Convertible Debenture Due: March 1, 2008 (May 3rd, 2007)

This Secured Convertible Debenture (this “Debenture”) is issued by DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the “Company”), to CORNELL CAPITAL PARTNERS, LP (the “Holder”). The Company issued to the Holder: (i) on or about February 28, 2005 a Promissory Note in the original principal amount of Five Hundred Thousand Dollars (US$500,000) (the “Note”), of which Two Hundred Thousand Dollars (US$200,000) was funded on August 13, 2004 pursuant to a subsequently terminated Securities Purchase Agreement dated August 13, 2004 (the “SPA”), Two Hundred Thousand Dollars (US$200,000) was funded on November 17, 2004 pursuant to the SPA and One Hundred Thousand Dollars (US$100,000) was funded on February 28, 2005 pursuant to the Note. This Debenture is being issued to consolidate the Note plus accrued and unpaid interest to the date hereof tota

Deep Field Technologies, Inc. – WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD (February 13th, 2007)
Deep Field Technologies, Inc. – BILL OF SALE This BILL OF SALE, dated as of February 13, 2007, is given by Deep Field Technologies, Inc., a New Jersey corporation (the "Seller") to iVoice, Inc., a New Jersey corporation (the "Purchaser"), pursuant to that certain Asset Purchase Agreement, dated as of the date hereof (the "Agreement"), by and between the Seller and the Purchaser. All capitalized words and terms used in this Bill of Sale and not defined herein have the respective meanings ascribed to them in the Agreement. In consideration of the premises and the other valuable consideration given by the Purchaser to the Selle (February 13th, 2007)
Deep Field Technologies, Inc. – WARRANT ------- THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLE (February 13th, 2007)
Deep Field Technologies, Inc. – WARRANT ------- THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLE (February 13th, 2007)
Deep Field Technologies, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AGREEMENT (this "Agreement"), is made on February 13, 2007, among MAYFLOWER AUTO GROUP, LLC, (the "Assignor") a Delaware limited liability company, DEEP FIELD TECHNOLOGIES, INC. (the "Assignee") a corporation organized under the laws of the State of New Jersey, and CORNELL CAPITAL PARTNERS, L.P. a Cayman Island exempted limited partnership ("Cornell"). WHEREAS, Cornell is the legal and beneficial owner of a certain 12% Secured Promissory Note dated as of September 15, 2005 in the original principal amount of $ 1,850,000 and that certain 12% S (February 13th, 2007)
Deep Field Technologies, Inc. – WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD (February 13th, 2007)
Deep Field Technologies, Inc. – WARRANT ------- THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLE (February 13th, 2007)