VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of August 16, 2005, is by and among the persons listed on SCHEDULE I hereto (each a "Shareholder", and, collectively, the "Shareholders"). WHEREAS, MTM Technologies, Inc., a New York...Voting Agreement • August 23rd, 2005 • Pequot Capital Management Inc • Services-computer integrated systems design • New York
EXECUTION COPY PURCHASE AGREEMENTPurchase Agreement • September 14th, 2000 • Pequot Capital Management Inc/Ct/ • Services-business services, nec • New York
EXHIBIT NO. 1 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of October 6, 2004 (this "Agreement"), among the stockholder set forth on the signature page hereto (the "Stockholder"), Computer Associates International, Inc., a Delaware...Stockholder Agreement • October 14th, 2004 • Pequot Capital Management Inc • Services-prepackaged software • Delaware
EXHIBIT 11 September 27, 2006 By Facsimile and Overnight Courier ---------------------------------- Pequot Offshore Private Equity Partners III, L.P. c/o Pequot Capital Management, Inc. 500 Nyala Farm Road Westport, CT 06880 Attn: Aryeh Davis, Carlos...Subordination Agreement • October 20th, 2006 • Pequot Capital Management Inc • Semiconductors & related devices
EXHIBIT 9Warrant Agreement • February 2nd, 2006 • Pequot Capital Management Inc • Non-operating establishments
STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made as of the 7th day of September, 2000, by and between The Kushner-Locke Company (the "Seller"), a California corporation and Pequot Private Equity Fund II, L.P., a...Stock Purchase Agreement • September 14th, 2000 • Pequot Capital Management Inc/Ct/ • Services-business services, nec • New York
EXHIBIT 8Warrant Agreement • February 2nd, 2006 • Pequot Capital Management Inc • Non-operating establishments
RECITALSVoting Agreement • October 21st, 2005 • Pequot Capital Management Inc • Services-prepackaged software • Delaware
EXHIBIT 6 MANAGEMENT RIGHTS AGREEMENTManagement Rights Agreement • June 14th, 2006 • Pequot Capital Management Inc • Services-commercial physical & biological research
PEQUOT VENTURES] September 26, 2006 VIA FACSIMILE AND OVERNIGHT COURIER Irvine Sensors Corporation 3001 Red Hill Avenue Costa Mesa, California 92626 Attn: John J. Stuart, Jr. Re: Event Notice/Event of Default Ladies and Gentlemen: Reference is made to...Securities Purchase Agreement • October 20th, 2006 • Pequot Capital Management Inc • Semiconductors & related devices
RIGHT OF FIRST REFUSAL AGREEMENT THIS RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement") is made as of the 7th day of September, 2000, by and between The Kushner-Locke Company, a California corporation ("Kushner-Locke"), Pequot Private Equity Fund...Right of First Refusal Agreement • September 14th, 2000 • Pequot Capital Management Inc/Ct/ • Services-business services, nec • New York
INVESTORS' RIGHTS AGREEMENT THIS INVESTORS' RIGHTS AGREEMENT (this "Agreement") is entered into as of September 7, 2000, by and among US SEARCH.COM INC., a Delaware corporation (the "Company"), the investor listed on Exhibit A hereto (the "Pequot...Investors' Rights Agreement • September 14th, 2000 • Pequot Capital Management Inc/Ct/ • Services-business services, nec • New York
INVESTORS' RIGHTS AGREEMENT SIGNATURE PAGE In Witness Whereof, the parties hereto have executed this Investors' Rights Agreement as of the date set forth in the first paragraph hereof. PEQUOT HOLDERS: COMPANY: PEQUOT PRIVATE EQUITY FUND II, L.P. US SEARCH.COM INC. By: Pequot Capital Management, Inc. Its: Investment Manager
STOCKHOLDERS AGREEMENT This Stockholders Agreement (this "Agreement") is made as of the 7th day of September, 2000, by and among US Search.com, Inc., a Delaware corporation (the "Company"), The Kushner-Locke Company, a California corporation (together...Stockholders Agreement • September 14th, 2000 • Pequot Capital Management Inc/Ct/ • Services-business services, nec • Delaware
