WITNESSETHVoting Agreement • January 7th, 2003 • Cotelligent Inc • Services-computer integrated systems design • California
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • February 24th, 1998 • Cotelligent Group Inc • Services-computer integrated systems design • New York
EXHIBIT 10.1 BSMART.TO LLC AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • August 23rd, 2000 • Cotelligent Inc • Services-computer integrated systems design • Delaware
EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") by and among COTELLIGENT, INC., a Delaware corporation ("Cotelligent"), FASTECH, INC. (the "Subsidiary"), a wholly-owned subsidiary of Cotelligent, and RICHARD M. HIRSH (Employee") is...Employment Agreement • July 14th, 2000 • Cotelligent Inc • Services-computer integrated systems design
Exhibit 10.10 November 24, 2003 CONFIDENTIAL Daniel Jackson [Home address] Re: Termination of Employment with Cotelligent, Inc. and its Affiliates ------------------------------------------------------------------- Dear Dan: This letter ("Letter...Letter Agreement • April 14th, 2004 • Cotelligent Inc • Services-computer integrated systems design • California
AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1 to Rights Agreement dated as of June 13, 2002, amending the Rights Agreement dated September 24, 1997 (the "Agreement"; capitalized terms used but not defined herein shall have the meanings ascribed...Rights Agreement • June 13th, 2002 • Cotelligent Inc • Services-computer integrated systems design • Delaware
andRights Agreement • September 24th, 1997 • Cotelligent Group Inc • Services-computer integrated systems design • Delaware
EXHIBIT 10.1 EMPLOYMENT AGREEMENTEmployment Agreement • July 18th, 2000 • Cotelligent Inc • Services-computer integrated systems design
Exhibit 10.4 Cotelligent Group Inc. Post Effective Amendment to Form S-1 on Form S-4 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") by and among Cotelligent Group, Inc., a Delaware corporation ("Cotelligent"), BFR Co., Inc. (the...Employment Agreement • March 19th, 1997 • Cotelligent Group Inc • Services-computer integrated systems design
andRights Agreement • April 14th, 2004 • Cotelligent Inc • Services-computer integrated systems design • Delaware
Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the "Agreement") between Cotelligent, Inc. ("Cotelligent"), a Delaware corporation, and Daniel E. Jackson ("Employee") is hereby entered into and...Employment Agreement • July 14th, 2000 • Cotelligent Inc • Services-computer integrated systems design
EXECUTION --------- ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 20th, 2000 • Cotelligent Inc • Services-computer integrated systems design • Delaware
RECITALSSettlement Agreement and Mutual Release • April 2nd, 2001 • Cotelligent Inc • Services-computer integrated systems design • Delaware
EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") by Innova Solutions, Inc. (the "Company"), a wholly-owned subsidiary of Cotelligent Group, Inc. ("Cotelligent"), and Susan E. Trice ("Employee") is hereby entered into and effective as...Employment Agreement • June 25th, 1998 • Cotelligent Group Inc • Services-computer integrated systems design
Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") between Cotelligent, Inc. ("Cotelligent"), a Delaware corporation, and Howard Warner ('Employee") is hereby entered into and effective as of April 1, 2000 (the "Effective...Employment Agreement • July 14th, 2000 • Cotelligent Inc • Services-computer integrated systems design
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization and Merger • October 15th, 1996 • Cotelligent Group Inc • Services-computer integrated systems design
RECITALSSenior Secured Credit Agreement • December 6th, 1999 • Cotelligent Inc • Services-computer integrated systems design
RECITALSRight of First Refusal Agreement • January 7th, 2003 • Cotelligent Inc • Services-computer integrated systems design • California
PURCHASE AND SALE OF ASSETS AGREEMENTPurchase and Sale of Assets Agreement • December 14th, 1998 • Cotelligent Group Inc • Services-computer integrated systems design
RECITALSIndemnification Agreement • January 7th, 2003 • Cotelligent Inc • Services-computer integrated systems design • Delaware
Exhibit 10.4 DIVESTITURE AGREEMENT This Divestiture Agreement (the "Agreement") between Cotelligent, Inc. ("Company"), a Delaware corporation, and Howard Warner ("Employee") is hereby entered into and effective as of April 1, 2000 (the "Effective...Divestiture Agreement • July 14th, 2000 • Cotelligent Inc • Services-computer integrated systems design • California
RECITALSInvestor Rights Agreement • January 7th, 2003 • Cotelligent Inc • Services-computer integrated systems design • California
STOCK AND WARRANT PURCHASE AGREEMENT by and among WATCHIT MEDIA, INC. and THE PURCHASERS IDENTIFIED HEREIN Dated as of April 28, 2006Stock and Warrant Purchase Agreement • May 5th, 2006 • Watchit Media, Inc. • Services-motion picture & video tape production • California
This Stock and Warrant Purchase Agreement, dated as of April 28, 2006, is made by and among Watchit Media, Inc., a Delaware corporation (the “Company”), and each of the persons or entities set forth on Schedule 1 hereto (each, a “Purchaser” and collectively, the “Purchasers”).
STOCK AND WARRANT PURCHASE AGREEMENT by and among COTELLIGENT, INC. and THE PURCHASERS IDENTIFIED HEREIN Dated as of , 2005Stock and Warrant Purchase Agreement • April 28th, 2005 • Cotelligent Inc • Services-computer integrated systems design • New York
This Stock and Warrant Purchase Agreement, dated as of , 2005 , is made by and among Cotelligent, Inc., a Delaware corporation (the “Company”), and each of the persons or entities set forth on Schedule 1 hereto (each, a “Purchaser” and collectively, the “Purchasers”).
BUSINESS DEVELOPMENT AGREEMENTBusiness Development Agreement • December 24th, 2003 • Cotelligent Inc • Services-computer integrated systems design • Delaware
This Business Development Agreement (“Agreement”) is made as of November 24, 2003 (the “Effective Date”) by and between Recency Media USA, Inc., a Delaware corporation, having a principal place of business at 100 Theory, Suite 200, Irvine, California 92612 (“Recency”) and On-Site Media, Inc., a Nevada corporation having a principal place of business at 5275 S. Arville Road, Las Vegas, Nevada 89118 (“OnSite”).
FORBEARANCE AND REINSTATEMENT ----------------------------- OF NONCOMPETES --------------Forbearance And • May 22nd, 2000 • Cotelligent Inc • Services-computer integrated systems design • Florida
EXHIBIT A: PRODUCT AND SERVICES ORDERWatchit Media, Inc. • August 14th, 2006 • Services-motion picture & video tape production
This Product and Services Order (“PSO”) No. 7 is entered into as of this day of , 2006 by and between Atlantic City Showboat (“Client”) t/a Showboat Casino Hotel and Watchit Media USA, Inc. (“Watchit Media”) and is deemed to be incorporated into that certain Master Terms and Conditions dated as of the 16 day of March, 2005 by and between Harrah’s Operating Company, Inc. and Watchit Media (the “Master Agreement’). Any terms used herein but not defined shall have the meaning ascribed to uch term in the Master Agreement.
ASSET PURCHASE AGREEMENT dated as of September 15, 2005 between WATCHIT MEDIA, INC. and CHARLES LAINAsset Purchase Agreement • September 21st, 2005 • Cotelligent Inc • Services-computer integrated systems design • New York
This ASSET PURCHASE AGREEMENT is dated as of September 15, 2005 (this “Agreement”) between Watchit Media, Inc., a Delaware corporation (the “Purchaser”), and Charles Lain (the “Seller”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG COTELLIGENT, INC., RECENCY MEDIA USA, INC., ON-SITE MEDIA, INC., AND CERTAIN STOCKHOLDERS OF ON-SITE MEDIA, INC. Dated: November 24, 2003Agreement and Plan of Merger • December 3rd, 2003 • Cotelligent Inc • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 24, 2003, by and among COTELLIGENT, INC., a Delaware corporation (“Parent”), RECENCY MEDIA USA, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”), and ON-SITE MEDIA, INC., a Nevada corporation (the “Company”). Each of Parent, Sub and the Company are referred to herein individually as a “Party,” and are collectively referred to as the “Parties.” LOREN W. WILLMAN (“Willman”), KENNETH L. MAUL (“Maul”), JOHN SLITZ (“Slitz”), THE SLITZ FAMILY TRUST, and LAS VEGAS VENTURE FUND I, LLC (collectively, the “Stockholder Parties”) hereby join in the execution of this Agreement for purposes of Article 8 and Section 9.1. Except as otherwise provided herein, capitalized terms used herein shall have that meaning specified in Exhibit A hereto.
Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") between Cotelligent, Inc. ("Cotelligent"), a Delaware corporation, and Curtis J. Parker ("Employee") is hereby entered into effective as of the 19th day of December, 2000...Employment Agreement • March 29th, 2002 • Cotelligent Inc • Services-computer integrated systems design
ASSET PURCHASE AGREEMENT BY AND AMONG FASTTRACK, LLC AND COTELLIGENT, INC. COTELLIGENT USA, INC. CZG MOBILE VENTURES, INC. BSMART.TO LLC JAS CONCEPTS, INC. DATED APRIL 1, 2005Asset Purchase Agreement • April 7th, 2005 • Cotelligent Inc • Services-computer integrated systems design • California
This asset purchase agreement (“Agreement”) is dated April 1, 2005, by and among FastTrack, LLC, a California limited liability company (“Buyer”), Cotelligent, Inc., a Delaware corporation (“Parent”), Cotelligent USA, Inc., a California corporation, CZG Mobile Ventures, Inc., a Delaware corporation, bSmart.to LLC, a Delaware limited liability company, and JAS Concepts, Inc. a Pennsylvania corporation (together with Parent, the “Sellers” and each, a “Seller”).
CONSULTANT AGREEMENTConsultant Agreement • April 28th, 2005 • Cotelligent Inc • Services-computer integrated systems design • New York
In consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
EXHIBIT A: PRODUCT AND SERVICES ORDER Pursuant to the Master Terms and Conditions dated March 16, 2005Watchit Media, Inc. • August 14th, 2006 • Services-motion picture & video tape production
· The systems communicate primarily via FTP protocol using a FTP server and IIS Web Server on the Server system. The D drive from the server will need to be designated as the D drive on the Creator system.
CONTRACT OF SALE SECURITY AGREEMENT (LOC Form 5)Contract of Sale Security Agreement • October 14th, 2004 • Cotelligent Inc • Services-computer integrated systems design • California
This Contract of Sale and Security Agreement dated for purposes of reference October 8, 2004; is between the undersigned, Cotelligent, Inc. and its subsidiaries as detailed in Exhibit B attached, hereinafter called “CLIENT”, and CAPCO Financial Company- a division of Greater Bay Bank N.A. hereinafter called “CAPCO “, agree as follows:
Exhibit 10.13 December 31, 2003 James R. Lavellle [Home address] Re: Special Bonus ------------- Dear Jim: This letter will confirm our agreement concerning the payment to you of a special bonus for your efforts related to the Company's acquisition of...Cotelligent Inc • April 14th, 2004 • Services-computer integrated systems design
This letter will confirm our agreement concerning the payment to you of a special bonus for your efforts related to the Company's acquisition of On-Site Media, Inc. ("On-Site").
