EXHIBIT 10.31 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of the September 14,1999, between ACE*COMM Corporation (the "Company") and Gino O. Picasso (the "Executive"). WHEREAS, the Executive has been appointed President and Chief Operating...Employment Agreement • September 28th, 2000 • Ace Comm Corp • Communications equipment, nec • Maryland
EXHIBIT 10.16 LEASE BY AND BETWEEN PRINCIPAL MUTUAL LIFE INSURANCE COMPANY ("Landlord") AND AMERICAN COMPUTER AND ELECTRONICS CORPORATION ("Tenant") Multi-tenant Office Lease for Maryland LEASELease • October 1st, 1997 • Ace Comm Corp • Communications equipment, nec • Maryland
KOREA TELECOM CAMA PROJECT TEAMING AGREEMENT ACE*COMM/SAMSUNGTeaming Agreement • February 13th, 1997 • Ace Comm Corp • Communications equipment, nec • Maryland
RECITALSCollateral Assignment, Patent Mortgage and Security Agreement • September 29th, 1998 • Ace Comm Corp • Communications equipment, nec • Maryland
Section 2.2 Acceleration. In the event Grantee enters into an agreement or other written understanding regarding his employment with the Company, vesting shall be accelerated to the extent, if any, provided in such employment agreement or other...Incentive Stock Option Grant Agreement • September 28th, 1999 • Ace Comm Corp • Communications equipment, nec
ARTICLE 1Non-Qualified Stock Option Grant Agreement • February 8th, 2001 • Ace Comm Corp • Communications equipment, nec
1 EXHIBIT 99.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (hereinafter "Agreement") is hereby entered into January 2, 1998, effective as of January 1, 1998, between ACE*COMM Corporation (hereinafter "the...Separation Agreement • September 29th, 1998 • Ace Comm Corp • Communications equipment, nec • Maryland
Silicon Valley Financial Services A Division of Silicon Valley Bank 3003 Tasman Drive Santa Clara, Ca. 95054 (408) 654-1000 - Fax (408) 980-6410 ACCOUNTS RECEIVABLE PURCHASE AGREEMENT This Accounts Receivable Purchase Agreement (the "Agreement") is...Accounts Receivable Purchase Agreement • November 17th, 1998 • Ace Comm Corp • Communications equipment, nec • Massachusetts
AGREEMENTEmployment Agreement • September 26th, 2007 • Ace Comm Corp • Services-computer integrated systems design • Maryland
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 23rd day of August, 2007, by and between ACE*COMM Corporation, a Maryland corporation (the “Company”), having an address at 704 Quince Orchard Road, Gaithersburg, Maryland 20878 and James Greenwell (the “Executive”), currently residing at 11534 Hemingway Drive, Reston, VA 20191.
ACE*COMM CORPORATION AMENDED AND RESTATED SERIES A SENIOR SECURED CONVERTIBLE NOTE DUE June 8, 2010Convertible Note • October 10th, 2007 • Ace Comm Corp • Services-computer integrated systems design
THIS NOTE is one of a series of duly authorized and issued senior secured promissory notes of ACE*COMM CORPORATION, a Maryland corporation (the “Company”), designated as its Series A Senior Secured Convertible Notes due June 8, 2010, in the aggregate principal amount of $4,200,000 (collectively, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 14th, 2007 • Ace Comm Corp • Services-computer integrated systems design • Maryland
This Securities Purchase Agreement is entered into and dated as of June 4, 2007 (this “Agreement”), by and among ACE*COMM CORPORATION, a Maryland corporation (the “Company”), Hale Fund Management, LLC, a Delaware limited liability company (“Hale Fund Management”), as Agent (as defined in Section 7.3(a) hereof), and each of the purchasers identified on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ACE*COMM CORPORATION, ACE ACQUISITION CORPORATION AND i3 MOBILE, INC. DATED AS OF SEPTEMBER 12, 2003Merger Agreement • September 18th, 2003 • Ace Comm Corp • Communications equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 12, 2003 (this “Agreement”), is entered into by and among ACE*COMM Corporation, a Maryland corporation (“ACE*COMM”), Ace Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of ACE*COMM (“Merger Sub”), and i3 Mobile, Inc., a Delaware corporation (“i3”).
ACE*COMM CORPORATION LOAN NOTE DUE September 30, 2006Loan Note • October 19th, 2006 • Ace Comm Corp • Services-computer integrated systems design • Maryland
FOR VALUE RECEIVED, the undersigned, ACE*COMM Corporation, a Maryland corporation (“Borrower”), hereby promises to pay to Integrated Strategic Communications Limited or its registered assigns (the “Holder”), the principal sum of £104,500 (one hundred and four thousand five hundred pounds sterling) on September 30, 2006 (the “Maturity Date”), except as otherwise set forth herein, and with interest thereon as provided herein.
RECITALSLoan and Security Agreement • September 29th, 1998 • Ace Comm Corp • Communications equipment, nec • Maryland
AGREEMENT AND PLAN OF MERGER among ARISTON GLOBAL HOLDING LLC, ARISTON GLOBAL MERGER SUB, INC. and ACE*COMM CORPORATION Dated as of July 11, 2008Merger Agreement • July 16th, 2008 • Ace Comm Corp • Services-computer integrated systems design • New York
Warrant No. A-2 Dated: June 8, 2007, as amended and restated as of July 12, 2007Warrant Agreement • October 10th, 2007 • Ace Comm Corp • Services-computer integrated systems design • Maryland
ACE*COMM CORPORATION, a Maryland corporation (the “Company”), hereby certifies that, for value received, EREF ACE, LLC or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 1,705,697 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.84 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including June 8, 2014 (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of June 4, 2007 by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectiv
ACE*COMM CORPORATION AMENDED AND RESTATED OMNIBUS STOCK PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 26th, 2006 • Ace Comm Corp • Services-computer integrated systems design • Maryland
ACE*COMM Corporation, a Maryland corporation (the “Corporation”), hereby grants shares of its common stock, $.01 par value (the “Common Stock”), to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Corporation’s Amended and Restated Omnibus Stock Plan (the “Plan”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2005 • Ace Comm Corp • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2005 among Ace*Comm Corporation, a Maryland corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
9 EXHIBIT 10.14 ACE*COMM CORPORATION OMNIBUS STOCK PLAN NON-QUALIFIED STOCK OPTION GRANT AGREEMENTNon-Qualified Stock Option Grant Agreement • October 1st, 1997 • Ace Comm Corp • Communications equipment, nec
i3 MOBILE, INC. AFFILIATE AGREEMENTAffiliate Agreement • September 18th, 2003 • Ace Comm Corp • Communications equipment, nec • Delaware
This AFFILIATE AGREEMENT, dated as of September 12, 2003 (this “Affiliate Agreement”), is entered into by and among ACE*COMM Corporation, a Maryland corporation (“ACE*COMM”), and the stockholders of i3 Mobile, Inc., a Delaware corporation (“i3”), named on Schedule I hereto (collectively, the “Stockholders”) who are directors, executive officers or other affiliates of i3 (for purposes of Rule 145 under the Securities Act of 1933, as amended (the “Securities Act”)).
1 EXHIBIT 10.24 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of the 1st day of October, 1998, between ACE*COMM Corporation (the "Company") and Thomas Russotto (the "Executive"). WHEREAS, the Board of Directors of the Company has determined that...Employment Agreement • September 28th, 1999 • Ace Comm Corp • Communications equipment, nec • Maryland
RETAINED SHARE ESCROW AGREEMENTRetained Share Escrow Agreement • February 16th, 2007 • Ace Comm Corp • Services-computer integrated systems design • Maryland
THIS ESCROW AGREEMENT, dated as of March 24, 2005 (this “Escrow Agreement”), is by and among NOGA CONFINO of 1 Drake Road, Bockley Road, London (the “First Seller”), SPRINGREEL LIMITED (company number 538794), whose registered office is at Union Court, 1 Cook Street, Liverpool, Merseyside L2 4SJ (the “Second Seller,” together with the First Seller, the “Sellers”), ACE*COMM CORPORATION, a Maryland Corporation (“ACE*COMM”) and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as escrow agent hereunder (“Escrow Agent”).
ACE*COMM CORPORATION AMENDED AND RESTATED OMNIBUS STOCK PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 14th, 2006 • Ace Comm Corp • Services-computer integrated systems design • Maryland
ACE*COMM Corporation, a Maryland corporation (the “Corporation”), hereby grants shares of its common stock, $.01 par value (the “Common Stock”), to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Corporation’s Amended and Restated Omnibus Stock Plan (the “Plan”).
ContractSubscription Agreement • July 16th, 2008 • Ace Comm Corp • Services-computer integrated systems design • Maryland
This SUBSCRIPTION AGREEMENT is made and entered into as of July 11, 2008 (this “Agreement”), by and between ACE*COMM CORPORATION, a Maryland corporation (the “Corporation”), and ARISTON GLOBAL HOLDING LLC, a Delaware limited liability company (the “Investor”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2005 • Ace Comm Corp • Services-computer integrated systems design • New York
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of November 11, 2005 by and among Ace*Comm Corporation, a Maryland corporation (the “Company”) and each of the purchasers listed on Exhibit 1 attached hereto and made a part hereof (each a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2008 • Ace Comm Corp • Services-computer integrated systems design • Maryland
THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is made effective as of July, 2008 by and between ACE*COMM Corporation, a Maryland corporation (the “Company”), and George T. Jimenez (“Executive”).
ACE*COMM CORPORATION LOAN NOTE DUE September 23, 2005Loan Note • March 29th, 2005 • Ace Comm Corp • Services-computer integrated systems design • Maryland
FOR VALUE RECEIVED, the undersigned, ACE*COMM Corporation, a Maryland corporation (“Borrower”), hereby promises to pay to Noga Confino or her registered assigns (the “Holder”), the principal sum of £258,108.93 (Two hundred and fifty eight thousand one hundred and eight pounds sterling and ninety three pence) on September 23, 2005 (the “Maturity Date”), except as otherwise set forth herein, and with interest thereon as provided herein.
DATED 28 OCTOBER 2005 INTEGRATED STRATEGIC COMMUNICATIONS LIMITED NOGA CONFINO (as Sellers) AND ACE*COMM CORPORATION (as Buyer) DEED OF VARIATION AND SETTLEMENT RELATING TO SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF DOUBLE HELIX SOLUTIONS...Deed of Variation and Settlement • October 19th, 2006 • Ace Comm Corp • Services-computer integrated systems design • England and Wales
AGREEMENT This Agreement, dated as of September 28, 1998, is between George T. Jimenez, individually, and ACE*COMM Corporation, a Maryland corporation. In consideration of the mutual benefits derived herefrom and certain other good and valid...Loan Agreement • November 17th, 1998 • Ace Comm Corp • Communications equipment, nec • Maryland
EXHIBIT 10.12 TERM LOAN NOTE Gaithersburg, Maryland $________ _______ ___, 19__ FOR VALUE RECEIVED, ____________ (hereinafter called the "Maker"), promises to pay to the order of ACE*COMM Corporation (hereinafter, together with all subsequent holders...Term Loan Note • October 1st, 1997 • Ace Comm Corp • Communications equipment, nec
Any payment required to be made hereunder (including any payment of interest and/or principal) which is not made on the date that the same becomes due and payable shall continue as an obligation of the Maker until it is fully paid. The Maker shall also pay, promptly upon demand, all costs of collection, including reasonable attorneys' fees if this Note is referred to an attorney for collection after default, whether or not any action shall be instituted to enforce or collect this Note. Time is of the essence hereof for all purposes.
August 4, 2003 ACE*COMM Corporation 704 Quince Orchard Road Gaithersburg, MD 20878 Ladies and Gentlemen:Letter of Intent • August 6th, 2003 • Ace Comm Corp • Communications equipment, nec • Delaware
Pursuant to our recent discussions, this letter of intent sets forth our mutual understanding with respect to the terms upon which ACE*COMM Corporation (or a subsidiary thereof) (“Buyer”) would acquire (the “Transaction”) 100% of the outstanding capital stock of i3 Mobile, Inc., a Delaware corporation (the “Company”), from the stockholders of the Company.
LEASE AGREEMENTLease Agreement • September 29th, 2003 • Ace Comm Corp • Communications equipment, nec
THIS LEASE (the “Lease”) made and entered into as of this day of , 2002 by and between Jerome L. Rappaport, Jr. and Janet F. Aserkoff, Trustees of QUINCE ORCHARD NOMINEE TRUST under Declaration of Trust dated August 15, 2002, having a business address at 60 State Street, Boston, Massachusetts 02109-1803 (hereinafter called “Landlord”) and ACE*COMM Corporation, a Maryland corporation (hereinafter called “Tenant”).
1 EXHIBIT 10.3 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT is dated as of March 31, 2000 and is to amend an Employment Agreement dated as of October 7, 1999 between ACE*COMM Corporation and James Eckler. WHEREAS the...Employment Agreement • May 2nd, 2000 • Ace Comm Corp • Communications equipment, nec
Warrant No. [ ] Dated: June 8, 2007Warrant Agreement • June 14th, 2007 • Ace Comm Corp • Services-computer integrated systems design • Maryland
ACE*COMM CORPORATION, a Maryland corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [ ]1 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.84 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the date that is seven years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of June 4, 2007 by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All
AGREEMENT RELATING TO THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF DOUBLE HELIX SOLUTIONS LIMITEDSale and Purchase Agreement • March 29th, 2005 • Ace Comm Corp • Services-computer integrated systems design • England and Wales
