EXHIBIT 99.2 SILICON VALLEY BANK LIMITED WAIVER AND AMENDMENT TO LOAN DOCUMENTS BORROWER: VERSO TECHNOLOGIES, INC. PROVO PREPAID (DELAWARE) CORP. TELEMATE.NET SOFTWARE, INC. NEEDHAM (DELAWARE) CORP. DATE: JULY 25, 2005 THIS LIMITED WAIVER AND...Verso Technologies Inc • July 29th, 2005 • Services-computer integrated systems design
Warrant to Purchase 500,000 Shares of Common Stock (the "Purchasable Shares") at $1.00 (the "Exercise Price") Tall Oaks Group L.L.C. ("Holder") COMMON STOCK PURCHASE WARRANT OF DIRECT INSITE CORP. Void after July 11, 2010 This Warrant ("Warrant") to...Direct Insite Corp • December 8th, 2005 • Services-computer integrated systems design • New York
EXHIBIT 10.3 ------------ DEEP FIELD TECHNOLOGIES PLACEMENT AGENT AGREEMENTDeep Field Technologies, Inc. • September 15th, 2005 • Services-computer integrated systems design • New Jersey
145,000,000 Floating Rate Senior Notes due 2010Activant Solutions Inc /De/ • October 24th, 2005 • Services-computer integrated systems design • New York
RECITALSDirect Insite Corp • February 19th, 2009 • Services-computer integrated systems design
Exhibit 10.10 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT (the "Agreement") dated as of August 1, 2004 by and between iVoice Technology, Inc., Inc., a Nevada corporation with an address at 750 Highway 34, Matawan, NJ 07747 (the...Employment Agreement • April 7th, 2005 • iVoice Technology, Inc. • Services-computer integrated systems design • New Jersey
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 27, 2006, by and among DigitalFX International, Inc., a Florida corporation (the "Company"), and the several purchasers...Registration Rights Agreement • January 17th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • New York
Exhibit 10.8 ================================================================== ============== SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 30th, 2002 • Cooperative Computing Inc /De/ • Services-computer integrated systems design • New York
I. POSITION - Chief Executive Officer and President ("Executive") II. START DATE/TERM - August 7, 2006 - January 31, 2008, with automatic one-year extensions commencing at expiration of original term unless notice is given by either party 180 days...Employment Agreement • August 10th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design
EXHIBIT 10.1] STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 19th, 2006 • DentalServ.com • Services-computer integrated systems design • New York
NotesIndenture • July 10th, 2000 • Computer Sciences Corp • Services-computer integrated systems design • New York
Agreement of Joint FilingBarington Companies Equity Partners L P • January 11th, 2007 • Services-computer integrated systems design
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.
Exhibit 10.1 to 2003 10-Q PARTICIPATION AGREEMENT Dated as of June 30, 2003Participation Agreement • August 12th, 2003 • Convergys Corp • Services-computer integrated systems design • New York
Exhibit 10.2 to 2003 10-Q AMENDED AND RESTATED LEASE AGREEMENT Dated as of June 30, 2003Lease Agreement • August 12th, 2003 • Convergys Corp • Services-computer integrated systems design • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of March 29, 1999, by and between Robocom Systems International Inc., a New York corporation (the "Company"), and David Dinin (the "Employee"). W I T N E S S E T H: WHEREAS, the Company desires to...Employment Agreement • August 30th, 1999 • Robocom Systems Inc • Services-computer integrated systems design • New York
EXHIBIT 10.27 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Elinear Inc • December 10th, 2004 • Services-computer integrated systems design • New York
EXHIBIT 10.74 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of the 14th day of March, 2003, by and between, WILLIAM P. O'REILLY, an individual resident of the State of Michigan ("Consultant"), and VERSO...Consulting Agreement • April 15th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • Michigan
WITNESSETH:Agreement • February 14th, 2003 • Plangraphics Inc • Services-computer integrated systems design
EXHIBIT 99.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of October 6, 2005, by CELERITY SYSTEMS, INC., a Delaware corporation, (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated...Escrow Agreement • October 7th, 2005 • Celerity Systems Inc • Services-computer integrated systems design • New Jersey
Exhibit 10.13 PURCHASE AGREEMENT Purchase Agreement, dated as of October 2, 2002, by and between NYFIX, Inc., a New York corporation (the "Buyer"), and the other signatories hereto (the "Sellers"). WHEREAS, the Sellers currently own 100% of the...Purchase Agreement • March 31st, 2003 • Nyfix Inc • Services-computer integrated systems design • New York
SERIES B COMMON STOCK PURCHASE WARRANT OF IBEX HEALTHDATA SYSTEMS, INC.Picis Inc • October 30th, 2006 • Services-computer integrated systems design • Illinois
WARRANT TO PURCHASE SHARES OF COMMON STOCKAmerican Virtual Cloud Technologies, Inc. • October 20th, 2022 • Services-computer integrated systems design
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (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 December [__], 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December [___], 20242 (the “Termination Date”), but not thereafter, to subscribe for and purchase from American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), up to [______]3 shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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 10.01 AMENDED AND RESTATED VOTING AGREEMENT AMENDED AND RESTATED VOTING AGREEMENT (this "Agreement"), dated as of August 28, 2006, by and among Universal Computer Systems Holding, Inc., a Delaware corporation ("Parent"), Racecar Acquisition...Voting Agreement • August 29th, 2006 • Reynolds & Reynolds Co • Services-computer integrated systems design • Ohio
EXHIBIT 10.4 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "AGREEMENT") is dated as of the 1st day of September, 2004 by and between DYNAMICS RESEARCH CORPORATION, a Massachusetts corporation (the "PLEDGOR"), and BROWN BROTHERS HARRIMAN & CO., a New...Pledge Agreement • September 8th, 2004 • Dynamics Research Corp • Services-computer integrated systems design • Massachusetts
RECITALSManagement Agreement • April 18th, 2003 • Insci Corp • Services-computer integrated systems design • New Jersey
SUBSCRIPTION AGREEMENTSubscription Agreement • March 18th, 2011 • Northridge Ventures Inc. • Services-computer integrated systems design • Nevada
1. DEFINITIONS 3 2. PURCHASE AND SALE OF SHARES 6 2.1 Purchase Price 6 2.2 Initial Closing 6 2.3 Premium Payments 8 2.4 Final Closing 8 3. REPRESENTATIONS AND WARRANTIES OF SELLER 9 3.1 Organization 9 3.2 Authority Relative to this Agreement 9 3.3 No...Stock Purchase Agreement • February 8th, 2005 • Corcyra D.O.O. • Services-computer integrated systems design
Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this "AGREEMENT") dated as of May 24, 2006 (the "EFFECTIVE DATE") between SILICON VALLEY BANK, a California corporation and with a loan production office located at 100...Loan and Security Agreement • May 25th, 2006 • Voxware Inc • Services-computer integrated systems design • Delaware
Exhibit 10.16 to 2002 10-K AMENDED AND RESTATED TRUST AGREEMENT dated as of December 31, 1998Trust Agreement • May 13th, 2003 • Convergys Corp • Services-computer integrated systems design
ARTICLE I EMPLOYMENT AND DUTIESEmployment Agreement • April 16th, 2002 • Investools Inc • Services-computer integrated systems design • Texas
WITNESSETH:Credit Agreement • May 2nd, 2003 • Tyler Technologies Inc • Services-computer integrated systems design • Texas
DISTRIBUTION AGREEMENT This Agreement is made and entered into as of January 18, 1999 by and between NetWolves Corporation, a New York corporation ("NetWolves"), and Anicom, Inc., a Delaware corporation ("Anicom"), both having addresses as set forth...Distribution Agreement • February 9th, 2000 • Netwolves Corp • Services-computer integrated systems design • New York
Page 1 of 10 OPTION AGREEMENT - DRGO 01/05 THIS OPTION AGREEMENT is made effective the 20th day of January, 2005 BETWEEN: JAROSLAV RUZA 1002-1415 St Georges Avenue North Vancouver, British Columbia Canada (hereinafter called "Optionor") OF THE FIRST...Option Agreement • January 25th, 2005 • Dragon Gold Resources, Inc. • Services-computer integrated systems design • British Columbia
EXHIBIT 4 to SCHEDULE 13D PARTICIPATION AGREEMENT By and betweenParticipation Agreement • September 17th, 2002 • General Atlantic Partners LLC • Services-computer integrated systems design
BY AND AMONGAgreement and Plan of Merger • July 18th, 2006 • Viisage Technology Inc • Services-computer integrated systems design • Delaware
