Verecloud, Inc. Sample Contracts

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INDEMNITY AGREEMENT
Indemnity Agreement • June 28th, 2010 • Verecloud, Inc. • Services-computer programming services • Nevada

THIS INDEMNITY AGREEMENT (“Agreement”) is made and entered into as of the Effective Date (as defined below) by and between Verecloud, Inc., a Nevada corporation (the “Company”), and John F. McCawley (the “Executive”), as an “Agent” (as hereinafter defined) of the Company. The “Effective Date” shall mean the Effective Date as defined under the Employment Agreement dated June 22, 2010 between the Company and the Executive.

RETENTION BONUS AGREEMENT
Retention Bonus Agreement • January 29th, 2010 • Verecloud, Inc. • Services-computer programming services

This Retention Bonus Agreement (the "Agreement") is made and entered into effective as of January 27, 2010 (the "Effective Date"), by and between Mike Cookson (the "Employee") and Verecloud, Inc. (the "Company").

Verecloud, Inc. 2009 Equity Incentive Plan Incentive Stock Option Agreement
Incentive Stock Option Agreement • June 28th, 2010 • Verecloud, Inc. • Services-computer programming services • Nevada

THIS AGREEMENT (this “Agreement”) is entered into by and between Verecloud, Inc., a Nevada corporation (the “Company”), and the above named Participant (“Participant”), who is an Employee of the Company or an Affiliate thereof.

EMPLOYMENT AGREEMENT
Employment Agreement • June 28th, 2010 • Verecloud, Inc. • Services-computer programming services • Colorado

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 22th day of June 2010 (the “Effective Date”) by and between Michael P. Cookson (“Executive”) and Verecloud, Inc., a Nevada corporation (the “Company”).

NON-DISCLOSURE, PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
And Inventions Agreement • June 28th, 2010 • Verecloud, Inc. • Services-computer programming services • Colorado

As an employee of Verecloud Inc., its subsidiaries or its affiliates together, the “Company”, and as a condition of my employment by the Company and in consideration of the compensation now and hereafter paid to me, I agree to the following (the “Agreement”):

INDEPENDENT CONTRACTOR CONSULTING AGREEMENT
Independent Contractor Consulting Agreement • June 16th, 2010 • Verecloud, Inc. • Services-computer programming services • Colorado

THIS INDEPENDENT CONTRACTOR CONSULTING AGREEMENT (the "Agreement") is executed to be effective the 10th day of June, 2010 (the "Effective Date"), between VERECLOUD, INC., a Nevada corporation ("Company"), and THE MESA GROUP, INC., a Texas corporation ("Consultant").

SHARE EXCHANGE AGREEMENT AMONG CADENCE II, LLC SAGE INTERACTIVE, INC. AND JOHN MCCAWLEY
Share Exchange Agreement • September 1st, 2009 • Network Cadence, Inc. • Services-business services, nec • Colorado

SHARE EXCHANGE AGREEMENT, dated as of August 31, 2009, among CADENCE II, LLC, a Colorado limited liability company (“Cadence LLC”), SAGE INTERACTIVE, INC., a Nevada corporation (“Sage”), and JOHN McCAWLEY (the “Member”).

PURCHASE AGREEMENT
Purchase Agreement • September 1st, 2009 • Network Cadence, Inc. • Services-business services, nec • Colorado

This PURCHASE AGREEMENT (this “Agreement”) is made as of the 26th day of May, 2009 by and among CADENCE II, LLC DBA NETWORK CADENCE, a Colorado limited liability company (“Company”), and MR. PAT BURKE and MS. ANN BURKE, individual residents of the State of Colorado (collectively, “Sellers”).

LOAN AGREEMENT
Loan Agreement • June 16th, 2010 • Verecloud, Inc. • Services-computer programming services • Colorado

THIS LOAN AGREEMENT (the "Loan Agreement"), dated effective June 10, 2010, governed by and construed in accordance with the laws of the State of Colorado and performable in Arapahoe County, Colorado, is made by and between TMG HOLDINGS COLORADO, LLC, a Texas limited liability company, hereinafter referred to as "Lender," whose address is 7598 N. Mesa Street, Suite 205, City of El Paso, El Paso County, Texas 79912 and VERECLOUD, INC., a Nevada corporation, hereinafter referred to as "Borrower," whose address is 6560 S. Greenwood Plaza Blvd., Suite 400, Englewood, Colorado 80111.

CONSULTING AGREEMENT
Consulting Agreement • February 3rd, 2010 • Verecloud, Inc. • Services-computer programming services

This Consulting Agreement (the "Agreement"), effective as of September 15, 2009 is entered into by and between Network Cadence, Inc United States (herein referred to as the "Company") and Capital Group Communications, Inc., a California corporation with principal address at 80 Liberty Ship Way Suite 7, Sausalito CA 94965 (herein referred to as the "Consultant"). As used in this Agreement, the lerm. "Parties," shall refer to the Company and Consultant jointly.

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • June 16th, 2010 • Verecloud, Inc. • Services-computer programming services • Colorado

This NOTE PURCHASE AGREEMENT (this "Agreement") is entered into as of June 11, 2010 (the "Effective Date"), by and between VERECLOUD, INC., a Nevada corporation (the "Corporation"), and PAT and ANN BURKE, individual residents of the State of Colorado (collectively, the "Burkes").

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • April 6th, 2011 • Verecloud, Inc. • Services-computer programming services

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into effective as of the 31st day of March, 2011 (the “Effective Date”), governed by and construed in accordance with the laws of the State of Colorado and performable in Arapahoe County, Colorado, is made by and between TMG HOLDINGS COLORADO, LLC, a Texas limited liability company, hereinafter referred to as "Lender", whose address is 7598 N. Mesa Street, Suite 205, El Paso, Texas 79912 and VERECLOUD, INC., a Nevada corporation, hereinafter referred to as "Borrower", whose address is 6560 S. Greenwood Plaza Blvd., Suite 400, Englewood, Colorado 80111.

REVOLVING CREDIT NOTE
Verecloud, Inc. • June 16th, 2010 • Services-computer programming services • Colorado
SECURITYAGREEMENT (the "Agreement")
Verecloud, Inc. • June 16th, 2010 • Services-computer programming services
SUBSCRIPTION AGREEMENT and LETTER OF INVESTMENT INTENT
Subscription Agreement • June 16th, 2010 • Verecloud, Inc. • Services-computer programming services

The undersigned (the "Subscriber") hereby tenders this subscription for the purchase of the number of shares of common stock, par value $0.001 per share ("Common Stock" or "Securities"), of Verecloud, Inc., a Nevada corporation (the "Company"), set forth herein. The Subscriber understands that a subscription for the Securities may be rejected for any reason and that, in the event that this subscription is rejected, the funds delivered herewith will be promptly returned, without interest thereon or deduction therefrom. By execution below, the Subscriber acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with its obligations under applicable U.S. federal and state securities laws.

FIRST AMENDMENT TO INDEPENDENT CONTRACTOR CONSULTING AGREEMENT
Independent Contractor Consulting Agreement • April 6th, 2011 • Verecloud, Inc. • Services-computer programming services

THIS FIRST AMENDMENT TO INDEPENDENT CONTRACTOR CONSULTING AGREEMENT (this “Amendment”) is entered into effective as of the 31st day of March, 2011 (the “Effective Date”), by and between THE MESA GROUP, INC., a Texas corporation, hereinafter referred to as "Consultant", whose address is 7598 N. Mesa Street, Suite 205, El Paso, Texas 79912 and VERECLOUD, INC., a Nevada corporation, hereinafter referred to as "Company", whose address is 6560 S. Greenwood Plaza Blvd., Suite 400, Englewood, Colorado 80111.

REVOLVING CREDIT NOTE (Renewed, Extended and Restated)
A Security Agreement • April 6th, 2011 • Verecloud, Inc. • Services-computer programming services • Colorado
WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • April 6th, 2011 • Verecloud, Inc. • Services-computer programming services • Colorado

WARRANT PURCHASE AGREEMENT (this "Agreement"), made and entered as of March 31, 2011 (the "Effective Date"), by and between Verecloud, Inc., a Nevada corporation (the "Company"), and The Mesa Group, Inc., a Texas corporation ("Purchaser").

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