EnterConnect Inc Sample Contracts

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • December 21st, 2007 • EnterConnect Inc • Services-prepackaged software • New York

PLEDGE AND SECURITY AGREEMENT, dated as of December ___, 2007 (this "Agreement") made by EnterConnect Inc., a Nevada corporation ("ECI") and each other Subsidiary of ECI hereafter becoming party hereto (each such other Subsidiary, together with ECI each a "Grantor" and, collectively, the "Grantors"), in favor of The Bank of New York, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").

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SHAREHOLDERS’ MANAGEMENT AGREEMENT
Shareholders’ Management Agreement • November 9th, 2007 • EnterConnect Inc • Services-prepackaged software

THIS SHAREHOLDERS’ MANAGEMENT AGREEMENT (the “Agreement”) is made as of the 18th day of December, 2006 by and among PRIORITY SOFTWARE, INC., a Nevada corporation (the “Corporation”), SAM JANKOVICH (“Jankovich”) and PRIVATE CAPITAL PARTNERS, INC., a New York corporation (“PCP”). The Corporation, Jankovich and PCP are sometimes referred to herein as the “Parties” or individually, as a “Party”.

PRIORITY SOFTWARE, INC.
Priority Software • November 9th, 2007 • EnterConnect Inc • Services-prepackaged software • Nevada

INVESTORSUBSCRIPTION AGREEMENT (the "Subscription Agreement") dated November __, 2006, between PRORITY SOFTWARE, INC., a Nevada corporation (the "Company") and the person or persons executing this Agreement on the last page (the "Subscriber"). All documents mentioned herein are incorporated by reference.

Contract
Common Stock Purchase Warrant • October 19th, 2007 • EnterConnect Inc • Services-prepackaged software • Nevada

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PRIORITY SOFTWARE, INC., THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract
Asset Purchase Agreement • November 9th, 2007 • EnterConnect Inc • Services-prepackaged software • New York
Contract
Release and Settlement Agreement • November 9th, 2007 • EnterConnect Inc • Services-prepackaged software • New York
WAIVER AND AMENDMENT AGREEMENT
Waiver and Amendment Agreement • June 20th, 2008 • EnterConnect Inc • Services-prepackaged software • New York

This WAIVER AND AMENDMENT AGREEMENT (this “Waiver”) is entered into as of June 19, 2008 by and between ENTERCONNECT INC., a Nevada corporation (the “Company”), and the Investors on the Schedule of Investors attached hereto (the "Investors”), with reference to the following facts:

SECOND AMENDMENT AND WAIVER AGREEMENT
Series a Convertible Preferred Stock Purchase Agreement • March 16th, 2009 • EnterConnect Inc • Services-prepackaged software • New York

SECOND AMENDMENT AND WAIVER AGREEMENT (this “Agreement”), dated as of March 11, 2009, by and between EnterConnect Inc., a Nevada corporation with headquarters located at 100 Century Center Court, Suite 650, San Jose, California 95112-4537 (the “Company”) and Highbridge International LLC (the “Investor” or “Highbridge”).

Form of Lock-Up Agreement December__, 2007
EnterConnect Inc • January 22nd, 2008 • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 21st, 2007 • EnterConnect Inc • Services-prepackaged software • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 20, 2007, by and among EnterConnect Inc., a Nevada corporation, with headquarters located at 100 Century Center Court, Suite 650, San Jose, California 95112-4537 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

AMENDMENT AND WAIVER AGREEMENT
Amendment and Waiver Agreement • December 19th, 2008 • EnterConnect Inc • Services-prepackaged software • New York

AMENDMENT AND WAIVER AGREEMENT (this “Agreement”), dated as of December ___, 2008, by and between EnterConnect Inc., a Nevada corporation with headquarters located at 100 Century Center Court, Suite 650, San Jose, California 95112-4537 (the “Company”) and ______________________ (the “Investor”).

Contract
Collateral Agency Agreement • December 21st, 2007 • EnterConnect Inc • Services-prepackaged software • New York
Contract
Senior Notes Purchase Agreement • March 16th, 2009 • EnterConnect Inc • Services-prepackaged software

This note has not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. This note has been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such securities under the Securities Act of 1933, as amended, and any applicable state securities laws, or the availability of an exemption from the registration provisions of the Securities Act of 1933, as amended, and applicable state securities laws, as represented by an opinion of counsel reasonably satisfactory to the company if reasonably requested by the company.

FINANCING & STRATEGIC ADVISORY AGREEMENT
EnterConnect Inc • March 6th, 2009 • Services-prepackaged software • New York

Pursuant to our recent discussions, regarding possible financing and strategic transactions, please find below a Financing & Strategic Advisory Agreement (the “Agreement”) by and between EnterConnect Inc., a Nevada Corporation (the “Company”), and John Thomas Financial, Inc. (“the “Advisor”). The term Company is understood to include any entity in which the Company has an ownership, profits or similar interest, including any entity formed for the purpose of facilitating a transaction, as well as any successor company.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 21st, 2007 • EnterConnect Inc • Services-prepackaged software • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 20, 2007, by and among EnterConnect, Inc., a Nevada Corporation, with headquarters located at 100 Century Center Court, Suite 650, San Jose, California 95112 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").

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