SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2006 • Global It Holdings Inc • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 25, 2006, by and among GLOBAL IT HOLDINGS, INC., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • November 13th, 2006 • Global It Holdings Inc • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2006, by and among GLOBAL IT HOLDINGS, INC., a Nevada corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • November 13th, 2006 • Global It Holdings Inc • New York
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of June 30, 2005, by and among GLOBAL IT HOLDINGS, INC. (“GITN”), and PLATINUM IT CONSULTING, INC. (“PICI”; and together with GITN, the “Company”); and the PURCHASER listed on Schedule I attached to the Convertible Debenture Purchase Agreement dated the date hereof (the “Secured Party”).
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • November 13th, 2006 • Global It Holdings Inc • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of August 25, 2006 (the “Effective Date”) by and among GLOBAL IT HOLDINGS, INC., a corporation organized and existing under the laws of the State of Nevada (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
ContractGlobal It Holdings Inc • November 13th, 2006 • Florida
THIS NOTE AND THE STOCK INTO WHICH IT IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF AMERICA (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE OF THEUNITED STATES ("STATE ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THESALE OF DISTRIBUTION THEREOF, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED FOR VALUE, DIRECTLY OR INDIRECTLY, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH APPLICABLE STATE ACTS, OR PURSUANT TO AN EXAMPTION FROM REGISTRAITON UNDER THE ACT AND UNDER APPLICABLE STATE ACTS, THE AVAILABILITY OF WHICH ARE ESTABLISHED BY MEANS OF AN OPINION TO SUCH EFFECT IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY AND RENDERED BY LEGAL COUNSEL SATISFACTORY TO THE COMPANY.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2006 • Global It Holdings Inc • New York
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE by and among GLOBAL IT HOLDINGS, INC. a Nevada Corporation and PLATINUM IT CONSULTING, INC. a Delaware Corporation and the Platinum IT Consulting, Inc. Shareholders effective as of August 19, 2004Stock Purchase Agreement and Share Exchange • November 13th, 2006 • Global It Holdings Inc • Delaware
THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into this 19th day of August, 2004, by and among Global IT Holdings, Inc., a Nevada corporation ("Global"), Platinum IT Consulting, Inc., a Delaware corporation ("Platinum") and the shareholders of Platinum ("Shareholders") (collectively Platinum, the shareholders of Platinum shall be known as the "Platinum Group").
WAIVER OF REGISTRATION STATEMENT UNDER REGISTRATION RIGHTS AGREEMENTSRegistration Rights Agreements • November 13th, 2006 • Global It Holdings Inc
Reference is hereby made to those certain Registration Rights Agreements dated August 24, 2004 and December 1, 2005 (the “Agreement”) entered into by and between Global IT Holdings, Inc., a Nevada corporation (the “Company”), and Advantage Capital Development Corp., a Nevada corporation (the “Holder”). All capitalized terms used but not defined herein shall have the meanings set forth in the Agreements.
ED/RALPH ASSOCIATES, INC. (formerly known as PARKER, CLARK DATA PROCESSING, INC.) and RALPH/ED ASSOCIATES, INC. (formerly known as PLATINUM I.T. CONSULTING INC.), Plaintiffs, -against- PLATINUM IT CONSULTING, INC. and GLOBAL IT HOLDINGS, INC.,...Global It Holdings Inc • November 13th, 2006
WHEREAS, on or about December 12th, 2005, Ed/Ralph Associates, Inc. and Ralph/Ed Associates, Inc. (collectively the “Plaintiffs”) initiated the above-captioned action to enforce the terms of an August 26th, 2004, Promissory Note made by defendant Platinum IT Consulting, Inc. (“Platinum”) in the principal amount of $1,100,000 U.S. Dollars; and
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 13th, 2006 • Global It Holdings Inc • New York
This Asset Purchase Agreement (the "Agreement") is made this day of May 26, 2004, by and between PLATINUM IT CONSULTING, INC., a Delaware corporation (the "Purchaser"), JOSADEN INTERNATIONAL RESOURCES INC., a Canadian corporation (the "Parent"), which it is contemplated will be changing its jurisdiction of formation to Nevada and its name to Global IT Staffing Group Inc., and PARKER, CLARK DATA PROCESSING, INC., a New York corporation, and PLATINUM I.T. CONSULTING INC., a New York corporation (collectively Parker, Clark Data Processing, Inc. and Platinum I.T. Consulting Inc., the New York corporation, the "Sellers").
AMENDED AND RESTATED ACCOUNTS RECEIVABLE PURCHASE AND SECURITY AGREEMENTAccounts Receivable Purchase and Security Agreement • November 13th, 2006 • Global It Holdings Inc • Maryland
THIS AMENDED AND RESTATED ACCOUNTS RECEIVABLE PURCHASE AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of February, 2006 (the “Effective Date”), by and between PLATINUM IT CONSULTING, INC., a corporation organized and existing under the laws of the State of Delaware (referred to throughout this Agreement as “you” ), and ROCKLAND CREDIT FINANCE LLC, a Maryland limited liability company (referred to throughout this Agreement as “we” or “us”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2006 • Global It Holdings Inc • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 24,2004, by and among GLOBAL IT HOLDINGS, INC., a Nevada corporation, with its principal office located at 535 5th Avenue, Suite 1004, New York, NY 10017 (the "Company"), and ADVANTAGE CAPITAL DEVELOPMENT CORP. ("ACDC"), a Nevada corporation with its principal office at 2999 NE 19 1St Street, NW Aventura, Florida 33 180.
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 13th, 2006 • Global It Holdings Inc • New Jersey
This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of August 25, 2006, is by and among ADVANTAGE FUND I, LLC, a Florida limited liability company (“Advantage Fund”), and ADVANTAGE CAPTIAL DEVELOPMENT CORP., a Nevada corporation (“Advantage Capital”) (Advantage Fund and Advantage Capital shall individually be referred to as a “Creditor” and collectively be referred to as the “Creditors”), CORNELL CAPITAL PARTNERS, LP, LP (“Cornell” or the “Lender”), a Delaware limited partnership, and GLOBAL IT HOLDINGS, INC., a Nevada corporation (“Borrower”). All terms used herein which are defined in Section 1 hereof or in the text of any other Section hereof shall have the meanings given therein.
January 11, 2005 Mr. Israel Vicente Global Consulting Solutions, LLCGlobal It Holdings Inc • November 13th, 2006
This letter agreement will define the terms which will govern business between Platinum IT Consulting, Inc. and Global Consulting Solutions, LLC.
CONVERTIBLE DEBENTURE PURCHASE AGREEMENT Between GLOBAL IT HOLDINGS, INC. and THE PURCHASER LISTED ON SCHEDULE 1 HERETOConvertible Debenture Purchase Agreement • November 13th, 2006 • Global It Holdings Inc • New York
THIS CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (“Agreement”) is made and entered into as of June 30, 2005, between Global IT Holdings, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”), and the purchaser listed on Schedule 1 hereto (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2006 • Global It Holdings Inc • Florida
This Registration Rights Agreement (this "Agreement") is made and entered into as of June 24, 2004, between Global IT Staffing Group, Inc. having its principal address at 40 W. 37th Street, Suite 505, New York, NY 10018 (the "Company"), and Advantage Fund I, LLC having its principal address at 2999 NE 191st Street, Penthouse Two, Aventura, FL 33180 (the "Holder").
SECURITY AGREEMENTSecurity Agreement • November 13th, 2006 • Global It Holdings Inc • New York
Security Agreement, dated as of August 26, 2004, by Platinum IT Consulting, Inc., a Delaware corporation (the "Debtor"), and Global IT Holdings, Inc., a Nevada corporation, in favor of Parker, Clark Data Processing, Inc., a New York corporation, in its capacity as agent (in such capacity, the "Agent" or the "Secured Party"), on behalf of and for the ratable benefit of Parker, Clark Data Processing, Inc. and Platinum I.T. Consulting Inc., a New York corporation, and their respective successors and assigns (hereinafter collectively referred to as the "Obligees").
Amendment to Convertible Debenture and Registration Rights AgreementConvertible Debenture and Registration Rights Agreement • November 13th, 2006 • Global It Holdings Inc
The 10% Secured Convertible Debenture Due February 25, 2007 (“Debenture”) dated August 25, 2006 issued to Cornell Capital Partners, LP (“Lender”) by Global IT Holdings, Inc. (the “Company”) and the Registration Rights Agreement dated August 25, 2006 by and between the Lender and the Company (“Registration Rights Agreement”) are hereby amended to provide as follows:
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • November 13th, 2006 • Global It Holdings Inc
COMMON STOCK SHARE EXCHANGE AGREEMENT by and among HIGH ROAD INTERNATIONAL, INC., a Nevada Corporation and GLOBAL IT HOLDINGS, INC., a Nevada Corporation effective as of June 14, 2005Common Stock Share Exchange Agreement • November 13th, 2006 • Global It Holdings Inc • Nevada
THIS COMMON STOCK SHARE EXCHANGE AGREEMENT (the "Agreement"), made and entered into this 14th day of June, 2005, by and among Global IT Holdings, Inc., a Nevada corporation with its principal place of business located at 589 9th Avenue, New York, NY 10018 ("Global") and High Road International, Inc., a Nevada corporation with its principal place of business at 1042 N. El Camino Real, Suite B311, Encinitas, CA 92024 ("HRDI" or the "Company"). For purposes of this Agreement, Global shall refer to both Global IT Holdings, Inc., and the shareholders of Global IT Holdings, Inc. Global and HRDI shall be referred to herein individually as a "Party" and collectively as "Parties."
Amendment to the 10% Convertible Promissory NoteConvertible Promissory Note • November 13th, 2006 • Global It Holdings Inc
This Amendment to the 10% Convertible Promissory Note dated November 12, 2004 between Global IT Holdings, Inc. (f/k/a High Road International, Inc.) (“Global”) and Catherine Allen (“Allen”), as assigned to Advantage Fund I, LLC (“Advantage”) on May 25, 2005, is hereby amended as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2006 • Global It Holdings Inc • New York
Platinum IT Consulting, Inc., a Delaware corporation, with its principal location at 535 Fifth Avenue, Suite 1004, New York, NY 10017 ("CORPORATION");
