0001299933-05-005642 Sample Contracts

THIS AGREEMENT (this Agreement) is dated October 26, 2005
Agreement • November 1st, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
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SECURITY AGREEMENT DATED OCTOBER 26, 2005 between PROCESS SOFTWARE, LLC and FORTRESS CREDIT CORP.
Security Agreement • November 1st, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
AMENDMENT NO.1 TO MERGER AGREEMENT
Merger Agreement • November 1st, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • Delaware

This Amendment No.1 to Merger Agreement dated as of October 26, 2005 (this “Amendment”), among Platinum Equity, LLC, a Delaware limited liability company (“Seller”), Warp Technology Holdings, Inc., a Nevada corporation (“Purchaser”), TAC/Halo, Inc., a California corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”), TAC/Halo, LLC, a Delaware limited liability company and a wholly owned subsidiary of Purchaser (“New Merger Sub”) and Tesseract Corporation, a California corporation (the “Company”).

INTERCREDITOR AND SUBORDINATION AGREEMENT
Intercreditor and Subordination Agreement • November 1st, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
THIS AMENDMENT AGREEMENT No. 1 (this Amendment Agreement) is dated as of October 26, 2005
Amendment Agreement • November 1st, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
INVESTOR’S AGREEMENT
Investor’s Agreement • November 1st, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • Delaware

This Investor’s Agreement (this “Agreement”) is entered into this 26 day of October, 2005 by and among WARP Technology Holdings, Inc., a Nevada corporation (the “Company”) and Platinum Equity, LLC (“Seller”).

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