0001299933-05-004709 Sample Contracts

MERGER AGREEMENT

Merger Agreement • September 16th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • Delaware

• Contract Type
  Merger Agreement
• Filed
  September 16th, 2005
• Company
  Warp Technology Holdings Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

This MERGER AGREEMENT (this “Agreement”) is made and entered into as of September 12, 2005, by and between Warp Technology Holdings, Inc., a Nevada corporation operating under the name Halo Technology Holdings (“Purchaser”), TAC/Halo, Inc., a California corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”), Tesseract Corporation, a California corporation (the “Company”) and Platinum Equity, LLC, a Delaware limited liability company (“Seller”).

PURCHASE AGREEMENT

Purchase Agreement • September 16th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • Delaware

• Contract Type
  Purchase Agreement
• Filed
  September 16th, 2005
• Company
  Warp Technology Holdings Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 12, 2005, by and between Warp Technology Holdings, Inc., a Nevada corporation d/b/a “Halo Technology Holdings” (“Purchaser”) on the one hand, and Platinum Equity, LLC (the “David/ProfitKey Seller”), EnergyTRACS Acquisition Corp. (the “Foresight Seller”) and Milgo Holdings, LLC (the “Process Seller” and together with the David/ProfitKey Seller and the Foresight Seller, the “Sellers”), on the other hand.