XML Global Technologies Inc Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • September 8th, 1999 • International Capital Funding Inc • Blank checks • Colorado
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NO SALE AGREEMENT -----------------
No Sale Agreement • August 10th, 1998 • International Capital Funding Inc • Blank checks

The undersigned agrees with International Funding, Inc. (the "Company") to not sell or offer to sell or otherwise dispose of any shares (the "Lock-up Shares") of the undersigned's securities until such time as the Company has successfully consummated a merger or acquisition and the Company is no longer characterized as a "blank check" company. This agreement shall also cover any securities of the Company acquired by the undersigned pursuant to the exercise of any options or warrants of the Company, presently or hereafter acquired. The undersigned further represents to the Company that the Lock-up Shares are free and clear of any encumbrance, equity or claim.

UNIT PURCHASE OPTION AGREEMENT
Unit Purchase Option Agreement • May 25th, 2000 • XML Global Technologies Inc • Blank checks • Colorado
EMPLOYMENT AGREEMENT
Employment Agreement • October 1st, 2004 • XML Global Technologies Inc • Services-prepackaged software • Texas

THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of the 27th day of September, 2004, is by and among XFORMITY, INC., a Texas corporation (the "Company"), with offices at 14333 Proton Drive, Dallas, Texas 75244; and CHRIS BALL, an individual and a resident of the State of Texas, with an address at c/o XFormity, Inc., 14333 Proton Drive, Dallas, Texas 75244 (the "Executive").

COMMON STOCK AND WARRANT PURCHASE AGREEMENT Between and Paradigm Millennium Fund, L.P.
Common Stock and Warrant Purchase Agreement • June 13th, 2003 • XML Global Technologies Inc • Services-prepackaged software • Illinois

COMMON STOCK AND WARRANT PURCHASE AGREEMENT dated as of August 23, 2002 (the "Agreement"), between Paradigm Millennium Fund, L.P, a Delaware limited partnership, or its designee (the "Investor"), and XML - Global Technologies, Inc., a corporation organized and existing under the laws of the State of Colorado (the "Company").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 4th, 2002 • XML Global Technologies Inc • Blank checks • Illinois

THIS REGISTRATION RIGHTS AGREEMENT, dated as of the ____ day of August, 2002, between Paradigm Millennium Fund, L.P., a Delaware limited partnership, or assigns, ("Holder"), and XML - Global Technologies, Inc., a corporation incorporated under the laws of the State of Colorado (the "Company").

EMPLOYMENT AGREEMENT
Employment Agreement • September 30th, 2002 • XML Global Technologies Inc • Blank checks • British Columbia

THIS AGREEMENT is made as of July 26, 2001, at Vancouver, BC between XML-Global Technologies, Inc., a Colorado corporation, XML-Global Research Inc., a British Columbia corporation (collectively "Corporation" or "Company" or "Employer"), and Peter Shandro ("Employee"). In consideration of the mutual covenants, agreements and provisions contained in this Agreement, the parties agree as follows:

Agreement to Acquire Intellectual Property
Ip Transfer Agreement • May 15th, 2003 • XML Global Technologies Inc • Services-prepackaged software • British Columbia
BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT
Blanket Conveyance, Bill of Sale and Assignment • September 4th, 2002 • XML Global Technologies Inc • Blank checks

THIS BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT is made and entered into effective this ____ of August, 2002, by and between XML - GLOBAL TECHNOLOGIES, INC., a Colorado corporation ("XML" or the "Company") and VERTAPORT, INC., a Delaware corporation ("VertaPort").

VOTING AGREEMENT
Voting Agreement • February 14th, 2003 • XML Global Technologies Inc • Blank checks

THIS AGREEMENT is made and entered into as of the ____ day of January, 2003, by and between XML - GLOBAL TECHNOLOGIES, INC., a Colorado corporation ("XMLG"), and PARADIGM GROUP II, LLC. ("Paradigm" or "Shareholder").

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 3rd, 2003 • XML Global Technologies Inc • Services-prepackaged software • Ontario

XML-GLOBAL TECHNOLOGIES, INC., a corporation constituted under the laws of the State of Colorado having an address c/o Suite 22, 1818 Cornwall Avenue, Vancouver, British Columbia V6J 1C7

ADDENDUM TO GORDON EBANKS EMPLOYMENT AGREEMENT
Employment Agreement • September 30th, 2002 • XML Global Technologies Inc • Blank checks

This Agreement made between XML-Global Technologies, Inc. a Colorado Corporation and XML-Technologies, Inc. a Nevada corporation with offices at 230 Park Avenue, New York, NY 10169,(collectively the "Corporation") and Gordon Ebanks, an individual residing at 39 East 19th Street, Suite 4, New York, NY 10010 (the "Executive") modifies the employment agreement between the parties dated October 16, 2000 (the "Employment Agreement") as follows:

AGREEMENT
Developer Agreement • December 5th, 2003 • XML Global Technologies Inc • Services-prepackaged software

THIS AGREEMENT is made and entered into effective this 17th day of November, 2003, between and among XML - GLOBAL TECHNOLOGIES, INC., a Colorado corporation ("XML"), XENOS GROUP INC., an Ontario corporation ("Xenos") and the following individuals: Liang Wang, Kai Xu, Hai Bo Fan and Jianwen Zhang (hereafter the foregoing individuals shall collectively be referred to as the "Developers").

Contract
Holdback Agreement • December 5th, 2003 • XML Global Technologies Inc • Services-prepackaged software • Ontario

THIS AGREEMENT is made and entered into effective this 17th day of November, 2003, between and among XML - GLOBAL TECHNOLOGIES, INC., a Colorado corporation ("XMLG"), XML TECHNOLOGIES INC., a Nevada corporation (together with XMLG, "XML") and XENOS GROUP INC., an Ontario corporation ("Xenos").

Termination Agreement and Mutual General Release
Termination Agreement and Mutual General Release • October 3rd, 2003 • XML Global Technologies Inc • Services-prepackaged software

This Termination Agreement and Mutual General Release ("Release") is entered into between XML-Technologies, Inc., a Nevada corporation, and its parent XML-Global Technologies, Inc., a Colorado corporation, and their affiliates (collectively, "XML"), with offices at 1818 Cornwall Avenue, Suite 22, Vancouver, British Columbia V6J 1C7, Canada and Information Builders, Inc., a New York corporation and its unincorporated division, iWay Software Company, and their affiliates (collectively, "iWay"), with offices at 2 Penn Plaza, New York, New York 10121-2898.

SOFTWARE LICENSE AGREEMENT
Software License Agreement • August 7th, 2012 • XFormity Technologies, Inc. • Services-prepackaged software • California

This SOFTWARE LICENSE AGREEMENT (“Agreement”) is entered into as of the 1st day of August, 2012 (the “Effective Date”), by and between XFormity, Inc., a Texas corporation having its principal place of business at 4100 Spring Valley Road, Suite 800, Dallas, TX 75244, (“Licensor”) and Altametrics Xformity, LLC, a Delaware limited liability company, having its principal place of business at 3191 Red Hill Ave., Suite 100, Costa Mesa, CA 92626 (“Licensee”).

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ESCROW AGREEMENT
Escrow Agreement • December 5th, 2003 • XML Global Technologies Inc • Services-prepackaged software • Ontario

XML-GLOBAL TECHNOLOGIES, INC., a corporation incorporated under the laws of the State of Colorado, having an address at Suite 22, 1818 Cornwall Avenue, Vancouver, British Columbia V6J 1C7 ("XML")

ASSET PURCHASE AND SALE AGREEMENT Dated as of August 23, 2002 between VERTAPORT, INC. and ASSET PURCHASE AND SALE AGREEMENT
Asset Purchase and Sale Agreement • September 4th, 2002 • XML Global Technologies Inc • Blank checks • Colorado

THIS AGREEMENT is made and entered into effective this ___ day of August, 2002, by XML - GLOBAL TECHNOLOGIES, INC., a Colorado corporation, and VERTAPORT, INC., a Delaware corporation, ("Seller").

MUTUAL SPECIFIC RELEASE
Mutual Release Agreement • May 15th, 2003 • XML Global Technologies Inc • Services-prepackaged software

FOR VALUABLE CONSIDERATION described below, the receipt and sufficiency whereof are hereby acknowledged, XML-GLOBAL TECHNOLOGIES, INC, a Colorado corporation ("XML") on the one hand, and PARADIGM MILLENNIUM FUND, LP (the "Fund") AND PARADIGM GROUP II, LLC (the "Group") (the Fund and the Group shall collectively be referred to as "Paradigm") on the other, together with their respective subsidiaries, officers, directors, partners, employees, attorneys, agents, shareholders, affiliates, representatives, successors, and assigns , both past and present, each hereby irrevocably and unconditionally releases, acquits and forever discharges the other party, together with its affiliates, agents, employees, officers, directors, representatives, shareholders, attorneys, successors and assigns, of and from any and all charges, complaints, grievances, claims, actions, causes of action, suits, liabilities, obligations, promises, agreements, demands, controversies, rights, damages, costs, debts, losse

WITNESSETH
Agreement to Exchange Stock • June 30th, 2000 • XML Global Technologies Inc • Blank checks
ASSIGNMENT
Assignment • August 14th, 2014 • XFormity Technologies, Inc. • Services-prepackaged software

This Assignment shall become effective as of the date below and shall be binding upon and inure to the benefit of the parties, their successors and assigns, subject to the approval of the Court the case of Securities Counselors, Inc. vs. XFormity Technologies, Inc., Case No. 14 AR 588, in The Circuit Court For The 19th Judicial Circuit Lake County, Waukegan, Illinois (the “Litigation”), in which event the Assignee shall be vested in ownership of such Assigned Property and title thereto. The Assignor agrees to take the necessary steps to cause such Assigned Property to be Retitled to the Assignee.

GUARANTY
Guaranty • February 14th, 2003 • XML Global Technologies Inc • Blank checks

For value received, Paradigm Group II, LLC (the "Obligor"), the undersigned (collectively, "Guarantor") hereby personally and severally guarantees (hereinafter the "Guaranty") to XML - GLOBAL TECHNOLOGIES, INC. (XML), subject to the terms and conditions of this Guaranty, prompt payment of the attached January 27, 2003 promissory note (hereinafter the "Note").

WITNESSETH
Lockup and Vesting Agreement • May 25th, 2000 • XML Global Technologies Inc • Blank checks
ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • April 5th, 2013 • XFormity Technologies, Inc. • Services-prepackaged software

THIS ASSIGNMENT AND ASSUMPTION is effective as of the 5th day of April, 2013 by and between JACK RABIN, in his capacity as Trustee under that certain Trust Indenture dated January 12, 2006 ("Assignor") and ALTAMETRICS XFORMITY, LLC ("Assignee").

NON-EXCLUSIVE LICENSE AGREEMENT
Non-Exclusive License Agreement • January 4th, 2007 • XFormity Technologies, Inc. • Services-prepackaged software • Minnesota

This agreement entered into this 2nd day of January 2007, by and between b-50.com, LLC (B-50) (hereinafter, “Licensor”) and XFormity, Inc. (“XFormity”), a Texas corporation located in Dallas, Texas (hereinafter, “Licensee”);

WITNESSETH:
Registration Rights Agreement • May 25th, 2000 • XML Global Technologies Inc • Blank checks • New York
RELEASE
Release Agreement • May 15th, 2003 • XML Global Technologies Inc • Services-prepackaged software

XML-Technologies, Inc., a Nevada corporation, its parent corporation XML-Global Technologies, Inc., a Colorado corporation, and their affiliates (collectively "XML") c/o 1818 Cornwall Avenue, Suite 9, Vancouver, BC, V6J 1C7

SHARE ISSUANCE AGREEMENT
Share Issuance Agreement • August 14th, 2014 • XFormity Technologies, Inc. • Services-prepackaged software

THIS AGREEMENT (“Agreement”) is entered into and is effective as of as of June 27, 2014 (the “Effective Date”) by and between XFormity Technologies, Inc., a Nevada corporation (the “Company”), and Ryan D. Goulding, as Assignee from Securities Counselors, Inc. (the “Holder”).

DATAXCHG, INC. PRE-INCORPORATION AGREEMENT
Pre-Incorporation Agreement • May 25th, 2000 • XML Global Technologies Inc • Blank checks • Delaware
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