Vertel Corp Sample Contracts

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Exhibit 2.1 SHARE PURCHASE AGREEMENT ------------------------
Share Purchase Agreement • January 15th, 1999 • Vertel Corp • Computer communications equipment • California
AGREEMENT ---------
Common Stock Purchase Agreement • November 10th, 1998 • Vertel Corp • Computer communications equipment
OF
Vertel Corp • July 3rd, 2002 • Services-prepackaged software • New York
VERTEL CORPORATION CONSULTING AGREEMENT --------------------
Consulting Agreement • March 31st, 1999 • Vertel Corp • Computer communications equipment • California
OFFICE LEASE
Office Lease • February 14th, 1997 • Retix • Computer communications equipment • California
AGREEMENT
Note and Warrant Purchase Agreement • September 18th, 2001 • Vertel Corp • Services-prepackaged software • New York
SECURITY AGREEMENT
Security Agreement • April 23rd, 2003 • Vertel Corp • Services-prepackaged software • New York

SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance herewith and including all attachments, exhibits and schedules hereto, the “Agreement”), dated as of April 16, 2003, made by VERTEL CORPORATION, a California corporation (the “Grantor”), in favor of North Sound Legacy Fund LLC (f/k/a DMG Legacy Fund LLC), North Sound Legacy Institutional Fund LLC (f/k/a DMG Legacy Institutional Fund LLC), North Sound Legacy International Ltd. (f/k/a DMG Legacy International Ltd.) and SDS Merchant Fund, L.P. (collectively, the “Secured Parties”).

AGREEMENT
Note and Warrant Purchase Agreement • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
RIGHTS AGREEMENT
Preferred Shares Rights Agreement • April 30th, 1997 • Retix • Computer communications equipment • California
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WITNESSETH: ----------
License and Purchase Agreement • November 10th, 1998 • Vertel Corp • Computer communications equipment • Pennsylvania
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION by and between Vertel Corporation, a California corporation
Depository Agreement • June 13th, 2001 • Vertel Corp • Services-prepackaged software • California
RECITALS
Stock Transfer Agreement • August 12th, 1997 • Retix • Computer communications equipment • California
ARTICLE I
Vertel Corp • July 3rd, 2002 • Services-prepackaged software • New York
W I T N E S S E T H:
Sub-Sublease Agreement • November 12th, 1997 • Retix • Computer communications equipment • California
SDS MERCHANT FUND, L.P. c/o SDS Capital Partners, LLC 53 Forest Avenue, Second Floor Old Greenwich, Connecticut 06870 (203) 967-5850
Vertel Corp • July 3rd, 2002 • Services-prepackaged software

Reference is hereby made to (i) the Note and Warrant Purchase Agreement (the "2001 Purchase Agreement") dated as of August 31, 2001 between Vertel Corporation (the "Company") and SDS Merchant Fund, L.P. ("SDS"); (ii) the Convertible Promissory Note dated January 3, 2002 issued to SDS (the "Note"); (iii) the Warrant dated August 31, 2001 issued to SDS (the "Warrant") and (iv) the Registration Rights Agreement (the "Registration Rights Agreement") dated as of August 31, 2001 between the Company and SDS. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the 2001 Purchase Agreement.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 6th, 2003 • Vertel Corp • Services-prepackaged software • California

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made as of this 27th day of November, 2002, by and between PRISMTECH LIMITED, a company organized under the laws of England and Wales (“Purchaser”), with its registered office at PrismTech Limited, PrismTech House, 5th Avenue Business Park, Team Valley, Gateshead, Tyne & Wear, NE11 ONG, United Kingdom and VERTEL CORPORATION, a California corporation (“Seller”), whose address is 21300 Victory Boulevard, Suite 700, Woodland Hills, California 91367.

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