EXHIBIT 10.3 ------------ DEEP FIELD TECHNOLOGIES PLACEMENT AGENT AGREEMENTDeep Field Technologies, Inc. • September 15th, 2005 • Services-computer integrated systems design • New Jersey
BACKGROUND ----------Escrow Agreement • September 15th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
Exhibit 10.11 ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement is entered into this 1st day of August 2004 by and between iVoice, Inc., a New Jersey corporation ("iVoice"), and iVoice Technology 2, Inc. a Nevada corporation...Administrative Services Agreement • January 13th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
TERMINATION & SETTLEMENT AGREEMENT This AGREEMENT (this "Agreement") is made as of February 13, 2007, by and between Deep Field Technologies, Inc., a New Jersey corporation (the "Company"), having an office at 750 Rt. 34, Matawan, New Jersey 07747 and...Settlement Agreement • February 13th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
ARTICLE 1.Security Agreement • April 14th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
Exhibit 10.19 TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of February 28, 2005, by and between DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the "Company"),...Termination Agreement • April 14th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of February 28, 2005, by and between DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), f/k/a iVOICE TECHNOLOGY II, INC., and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor").
CONSULTING AGREEMENT This AGREEMENT (this "Agreement") is made as of February 13, 2007, is made by and between Deep Field Technologies, Inc., a New Jersey corporation (the "Company"), having an office at 2222 Second Street, Fort Myers, Florida 33901,...Consulting Agreement • February 13th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT ----------------------------- REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August ___, 2004 by and between iVOICE TECHNOLOGY II, INC., a Nevada corporation, with its principal office located...Registration Rights Agreement • January 13th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
WITNESSETH:Securities Purchase Agreement • January 13th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
Exhibit 10.8 iVOICE TECHNOLOGY II, INC. PLACEMENT AGENT AGREEMENT -------------------------Deep Field Technologies, Inc. • January 13th, 2005 • Services-computer integrated systems design • New Jersey
EXHIBIT 10.6 ------------ CONSULTING AGREEMENT -------------------- This AGREEMENT (this "Agreement") is made as of February __, 2007, is made by and between Deep Field Technologies, Inc., a New Jersey corporation (the "Company"), having an office at...Consulting Agreement • January 31st, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
GUARANTYGuaranty • June 24th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
EXHIBIT 10.2 ------------ REGISTRATION RIGHTS AGREEMENT ----------------------------- REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 9, 2005, by and between DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the...Registration Rights Agreement • September 15th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
Exhibit 10.6 INVESTOR REGISTRATION RIGHTS AGREEMENT -------------------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August __, 2004, by and among iVOICE TECHNOLOGY II, INC., a Nevada corporation (the...Investor Registration Rights Agreement • January 13th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
ARTICLE I. CERTAIN DEFINITIONSEquity Distribution Agreement • September 15th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
Exhibit 10.17 Amendment to Employment Agreement Amendment to Employment Agreement dated January 11, 2005 (the "Amendment") hereby amends the Employment Agreement dated October 1, 2004 by and between Deep Field Technologies, Inc., f/k/a iVoice...Employment Agreement • January 13th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
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”).
AMENDED AND RESTATED SECURITIES EXCHANGE AGREEMENT BY AND AMONG DEEP FIELD TECHNOLOGIES, INC., BEIJING SINO-US JINCHE YINGANG AUTO TECHNOLOGICAL SERVICES LIMITED AND THE JOINT VENTURE PARTICIPANTS NAMED HEREINSecurities Exchange Agreement • January 31st, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New York
Exhibit 10.27 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT This Amendment dated May 25, 2005 hereby amends the Employment Agreement dated October 1, 2004 previously amended on January 11, 2005 and April 1, 2005, by and between Deep Field Technologies,...Employment Agreement • June 24th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
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”).
ARTICLE IVoting Agreement • September 30th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design
EXHIBIT IAsset Purchase Agreement • January 31st, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
ARTICLE I DEFINITIONSAsset Purchase Agreement • February 13th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
DEEP FIELD TECHNOLOGIES, INC.Bill of Sale • February 13th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design
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.
W I T N E S S E T H :Employment Agreement • September 30th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design
W I T N E S S E T H :Employment Agreement • June 24th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design
Exhibit 10.10 EMPLOYMENT AGREEMENT AGREEMENT made as of October 1, 2004, by and between iVoice Technology 2, Inc., a Nevada corporation (hereinafter referred to as the "Company"), having an office at 750 Highway 34, Matawan, New Jersey 07747 and Mark...Employment Agreement • April 14th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New York
IRREVOCABLE PROXY -----------------Deep Field Technologies, Inc. • September 30th, 2005 • Services-computer integrated systems design
The undersigned shareholder of Deep Field Technologies, Inc., a New Jersey corporation (the "Company"), pursuant to the Voting Agreement dated August 5, 2005 (the "Agreement"), hereby irrevocably (to the extent provided for in the New Jersey Business Corporation Act) appoints Jerome Mahoney ("Mahoney"), or any other designee of Mahoney, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and re-substitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to the shares of: (i) the Company Class B Common Stock, $.01 par value per share, or (ii) the Company Class A Common Stock, no par value per share, that are beneficially owned or may be beneficially owned anytime in the future by the undersigned (collectively, the "Shares") in accordance with the terms of this Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable Proxy, any and all prior prox
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
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”).
WITNESSETH:Corporate Contribution and General Conveyance Agreement • September 30th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
EXHIBIT 10.1 ------------ SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • March 24th, 2006 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New York
TO SECURITIES EXCHANGE AGREEMENT BY AND AMONG DEEPFIELD TECHNOLOGIES, INC., BEIJING SINO-US JINCHE YINGANG AUTO TECHNOLOGICAL SERVICES LIMITEDSecurities Exchange Agreement • March 24th, 2006 • Deep Field Technologies, Inc. • Services-computer integrated systems design
Exhibit 10.10 EMPLOYMENT AGREEMENT AGREEMENT made as of October 1, 2004, by and between iVoice Technology 2, Inc., a Nevada corporation (hereinafter referred to as the "Company"), having an office at 750 Highway 34, Matawan, New Jersey 07747 and Mark...Employment Agreement • January 13th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New York
March 9, 2005Deep Field Technologies, Inc. • April 14th, 2005 • Services-computer integrated systems design
This letter shall confirm that Conell Capital Patners, LP (herein "Cornell") has made a non-binding offer to Deep Field Technologies. Inc. (the "Company") to enter into a Standby Equity Distribution Agreement (the "SEDA") with the Company upon the terms detailed below:
EXHIBIT 99.1 ------------ DEEP FIELD TECHNOLOGIES, INC. NOTICE OF SHAREHOLDER ACTION WITH WRITTEN CONSENT IN LIEU OF MEETING On January 12, 2007, the Board of Director approved and authorized the AMENDED AND RESTATED SECURITIES EXCHANGE AGREEMENT (the...Securities Exchange Agreement • January 31st, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design
