Exhibit 10.2Termination Agreement • April 29th, 2005 • Ants Software Inc • Services-computer programming services • California
December 3, 1999 Mr. Donald Hutton Ants Software.com 37 Santa Teresita Way Santa Barbara, CA 93105 Re: Ants Software.com ("Ants") Dear Don: This letter agreement (the "Agreement"), when signed by the parties, will reflect our mutual resolution of the...Letter Agreement • January 3rd, 2000 • Ants Software Com Inc • Services-commercial physical & biological research
Exhibit 10.4 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the "Agreement") is made and entered into to be effective as of January 8, 2001, by and between ANTs software inc., a Delaware corporation (the "Company"), and Francis K. Ruotolo (the...Separation Agreement • March 22nd, 2001 • Ants Software Inc • Services-computer programming services • California
OFFICE LEASE Between DE RITZ, LLC, a California limited liability company Lessor AndOffice Lease • July 31st, 2000 • Ants Software Com Inc • Services-commercial physical & biological research
COMMON STOCK PURCHASE WARRANT ANTS SOFTWARE, INC.Ants Software Inc • February 10th, 2011 • Services-computer programming services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MANCHESTER SECURITIES CORP. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ANTS SOFTWARE, INC., a Delaware corporation (the “Company”), up to 3,333,333 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 10.6Amendment Agreement • February 4th, 2005 • Ants Software Inc • Services-computer programming services • California
Exhibit 10.1Indemnification Agreement • June 15th, 2005 • Ants Software Inc • Services-computer programming services • California
EXHIBIT 10.10Employment Agreement • May 8th, 2003 • Ants Software Inc • Services-computer programming services • California
5% SENIOR SECURED CONVERTIBLE NOTE DUE JANUARY 1, 2012 OF ANTS SOFTWARE INC.Ants Software Inc • November 10th, 2011 • Services-computer programming services • New York
This Note (“Note”) is one of a duly authorized issue of notes of ANTS SOFTWARE INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company’s 5% Senior Secured Convertible Notes Due January 1, 2012 (“Maturity Date”) in an aggregate original principal amount (when taken together with the original principal amounts of all other Notes) of SEVEN MILLION DOLLARS (US$7,000,000) (the “Notes”).
Exhibit 10.1Salary Agreement • November 2nd, 2004 • Ants Software Inc • Services-computer programming services • California
Exhibit 10.5 INDEMNIFICATION AGREEMENT THIS AGREEMENT is made and entered into this ___ day of ________, 2001 between ANTs software inc., a Delaware corporation ("Corporation") and ________ ("Director"). WITNESSETH THAT: WHEREAS, Director, a member of...Indemnification Agreement • March 22nd, 2001 • Ants Software Inc • Services-computer programming services • California
ContractAnts Software Inc • March 4th, 2011 • Services-computer programming services • New York
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
ContractEmployment Agreement • May 10th, 2007 • Ants Software Inc • Services-computer programming services • California
Exhibit 10.6 REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT, dated as of September 15, 2000, between the investor or investors signatory hereto (each an "Investor" and together the "Investors"), and ANTs software.com, a Nevada corporation (the...Registration Agreement • March 22nd, 2001 • Ants Software Inc • Services-computer programming services • California
Exhibit 10.3Termination Agreement • April 29th, 2005 • Ants Software Inc • Services-computer programming services • California
Exhibit 10.3 SETTLEMENT AGREEMENT AND FULL RELEASE OF ALL CLAIMS This Settlement Agreement and Full Release of All Claims (the "Agreement") is made effective as of the 11th day of January, 2001, by and between ANTs software inc., a Delaware...Settlement Agreement • March 22nd, 2001 • Ants Software Inc • Services-computer programming services • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2011 • Ants Software Inc • Services-computer programming services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 3, 2011 by and among ANTs software inc., a company incorporated under the laws of the State of Delaware, with headquarters located at 71 Stevenson St., Suite 400, San Francisco, CA 94105 (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT 10.1Amendment Agreement • February 4th, 2005 • Ants Software Inc • Services-computer programming services • California
SECURITY AGREEMENTSecurity Agreement • March 4th, 2011 • Ants Software Inc • Services-computer programming services • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of March 3, 2011, is made by and among the Grantors listed on the signature pages hereof (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and Wells Fargo Bank, National Association, a national banking association, as collateral agent for the Secured Parties (as defined herein) (the “Agent”).
SEPARATION AND SETTLEMENT AGREEMENT AND FULL RELEASE OF ALL CLAIMSSeparation and Settlement Agreement and Full • March 30th, 2004 • Ants Software Inc • Services-computer programming services • California
This Separation and Settlement Agreement and Full Release of All Claims (the "Agreement") is made as of the 14th day of January, 2004, by and between ANTs software inc., a Delaware corporation (the "Company") and Gary Ebersole ("Ebersole"). Its purpose is to set forth the parties' agreement regarding Ebersole's separation from employment as President, Chief Operating Officer, officer and a director and agent of the Company on January 31, 2004, the benefits he is to receive in connection with that separation, and the mutual waivers and releases the parties are giving each other. In consideration of the mutual promises and undertakings contained in this Agreement, the parties agree as follows:
GUARANTYGuaranty • March 4th, 2011 • Ants Software Inc • Services-computer programming services • New York
This GUARANTY (this “Guaranty”), dated as of March 3, 2011, is made by Inventa Technologies, Inc., a Delaware corporation (the “Guarantor”) in favor of each of the Purchasers (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2010 • Ants Software Inc • Services-computer programming services • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into to be effective as of May 14, 2008 by and between ANTs software inc., a Delaware corporation (the “Company”), and the Executive set forth on the signature page hereof (the “Executive”).
GUARANTYGuaranty • April 29th, 2011 • Ants Software Inc • Services-computer programming services • New York
GUARANTY, dated as of April 28, 2011, made by Inventa Technologies, Inc. (the “Guarantor”), in favor of Manchester Securities Corp. (the “Holder”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Exchange Agreement (the “Exchange Agreement”) dated on or about the date hereof between ANTS SOFTWARE, INC., a Delaware corporation (the “Company”) and the Holder.
RETIREMENT AND BOARD SERVICE ABOARD SERVICE AGREEMENTRetirement and Board Service Aboard Service Agreement • August 9th, 2007 • Ants Software Inc • Services-computer programming services • California
This Retirement and Board Service Agreement (the “Agreement”) dated as of June 26, 2007, is made by and between ANTs software inc., a Delaware corporation (the “Company”) and Francis K. Ruotolo (“Executive”). Its purpose is to set forth the parties’ agreement regarding the cessation of employment status of the Executive with the Company, the continuation of the Executive’s service on the Company’s Board of directors, the mutual termination of the Executive’s Employment Agreement with the Company dated on March 23, 2007, the provision of the benefits Executive is to receive, and the provision of the mutual waivers and releases the parties are giving each other.
EXHIBIT 10.12 DEFERRED SALARY AGREEMENT ------------------------- THIS DEFERRED SALARY AGREEMENT is made as of the 31st day of March, 2004 by and between ANTs software inc., a Delaware corporation (the "Company"), and the undersigned employee...Deferred Salary Agreement • August 12th, 2004 • Ants Software Inc • Services-computer programming services • California
ESCROW AGREEMENTEscrow Agreement • March 4th, 2011 • Ants Software Inc • Services-computer programming services • New York
This Escrow Agreement dated this 3TH day of March 2011 (the “Escrow Agreement”), is entered into by and among ANTs software inc., a Delaware Corporation (“ANTs”), Manchester Securities Corp., a New York Corporation, (“Manchester,” and together with ANTs, the “Parties,” and each individually, a “Party”) a Holder (the “JGB Holders”) of certain 5% Convertible Notes of ANTs software inc. due March 3, 2016 in the aggregate principal amount of $8,400,000 (collectively, the “Notes”) and those certain Series B Warrants to Purchase Common Shares dated March 3, 2011 (the “Series B Warrants”) set forth on annex A to this Escrow Agreement and Wells Fargo Bank, National Association, a national banking association, as escrow agent (“Escrow Agent”).
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated • November 10th, 2011 • Ants Software Inc • Services-computer programming services • New York
This AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of November 8, 2011, is made by and among the Grantors listed on the signature pages hereof (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and Wells Fargo Bank, National Association, a national banking association, as collateral agent for the Secured Parties (as defined herein) (the “Agent”).
CONSENT AGREEMENTConsent Agreement • April 29th, 2011 • Ants Software Inc • Services-computer programming services • New York
This CONSENT AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2011, by and among ANTs software inc., a Delaware corporation (the “Company”), JGB Capital LP (“JGBLP”), JGB Capital Offshore Ltd. (“JGBLTD”), SAMC LLC (“SAMC”), JGB Management Inc. and Manchester Securities Corp (“Manchester”).
August 3, 2011 ANTs software inc. Attn: Joseph M. Kozak Alpharetta, GA 30009 Ladies and Gentlemen:Ants Software Inc • August 9th, 2011 • Services-computer programming services • Florida
This letter sets forth the agreement of Constantin Zdarsky (the “Investor”) and ANTs software inc. (the “Company”) with respect to the proposed investment by the Investor in the Company. In particular, the Investor and the Company hereby agree as follows:
AGREEMENTAgreement • April 23rd, 2010 • Ants Software Inc • Services-computer programming services • New York
LICENSE AGREEMENTLicense Agreement • August 18th, 2008 • Ants Software Inc • Services-computer programming services • California
This Agreement is entered into on April 30, 2008, by and between Sybase Inc., a Delaware corporation, with offices at 1 Sybase Drive, Dublin, CA 94568, (“Sybase”), and ANTs software inc., a Delaware corporation, with offices at 700 Airport Blvd., Suite 300, Burlingame, CA 94010, (“Ants”). Sybase and Ants are referred to collectively herein as the “Parties.”
GUARANTYGuaranty • February 10th, 2011 • Ants Software Inc • Services-computer programming services • New York
GUARANTY, dated as of February 7, 2011, made by Inventa Technologies, Inc. (the “Guarantor”), in favor of each of the Holders (as defined below).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 18th, 2008 • Ants Software Inc • Services-computer programming services • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of May 21, 2008, by and between ANTs software inc., a Delaware corporation (“Seller”), and Four J’s Development Tools, Inc., a Washington corporation (“Buyer”). Buyer and Seller are collectively referred to herein as the “Parties” and each individually as a “Party.”
EXHIBIT 10.1Indemnification Agreement • January 6th, 2005 • Ants Software Inc • Services-computer programming services • California
EXCHANGE, MODIFICATION AND FORBEARANCE AGREEMENTExchange, Modification and Forbearance Agreement • November 10th, 2011 • Ants Software Inc • Services-computer programming services • New York
THIS EXCHANGE, MODIFICATION AND FORBEARANCE AGREEMENT (the “Agreement”), dated as of November 8, 2011 (the “Agreement Date”), is entered into between ANTs software, inc., a Delaware corporation having an address at 1031 Cambridge Square, Suite F, Alpharetta, Georgia 30009 (the “Company”), Inventa Technologies, Inc., a Delaware corporation having an address at 1031 Cambridge Square, Suite F, Alpharetta, Georgia 30009 (“Inventa”), Manchester Securities Corp., a New York corporation having an address at 40 West 57th Street, New York, New York 10019-4001 (“Manchester”), SAMC LLC, a Delaware limited liability company having an address at c/o JGB Management Inc., 400 Madison Avenue, Suite 8D, New York, New York 10017 (“SAMC”), JGB Capital Offshore Ltd., a Cayman Islands exempted company having an address at c/o JGB Management Inc., 400 Madison Avenue, Suite 8D, New York, New York 10017 (“JGB Offshore”), JGB Capital LP, a Delaware limited partnership having an address at c/o JGB Management In
