EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 15, 2006, among Edentify, Inc., a Nevada corporation (the "Company"), and the purchasers signatory hereto (each such...Registration Rights Agreement • December 4th, 2006 • Edentify, Inc. • Services-prepackaged software
Exhibit 2 Warrant No. CN05- - --- --- NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN...Warrant Agreement • September 9th, 2005 • Edentify, Inc. • Services-business services, nec
WITNESSETH:Security Agreement • December 4th, 2006 • Edentify, Inc. • Services-prepackaged software • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • December 4th, 2006 • Edentify, Inc. • Services-prepackaged software • New York
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of January 8, 2005, is between EDENTIFY, INC., (the "Company") a Delaware corporation with an office located at 109 Shearwater Court, Jersey City, NJ 07305 and TERRENCE DEFRANCO, an...Employment Agreement • January 18th, 2006 • Edentify, Inc. • Services-prepackaged software • Pennsylvania
RECITALSAsset Purchase Agreement • January 18th, 2006 • Edentify, Inc. • Services-prepackaged software • Delaware
Section I Term of AgreementLicense Agreement • November 2nd, 1999 • Budgethotels Com Inc • Services-business services, nec • Texas
EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Securities Agreement • December 4th, 2006 • Edentify, Inc. • Services-prepackaged software
FINAL AMENDMENT TO MASTER SERVICES AGREEMENT This Amendment to the Master Services Agreement is entered into this 1st day of November, 2006 by and between Seisint, Inc. ("Seisint"), with its principal place of business at 6601 Park of Commerce...Master Services Agreement • November 14th, 2006 • Edentify, Inc. • Services-prepackaged software
EXHIBIT 99.1 LICENSE AGREEMENT THIS LICENSE AGREEMENT (herein the "License Agreement") made this 21st day of August, 2001, by and between the NATIONAL RAILROAD PASSENGER CORPORATION, a corporation organized under the Rail Passenger Service Act and the...License Agreement • February 28th, 2002 • Budgethotels Com Inc • Services-business services, nec
Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of January 1, 2006. is between EDENTIFY, INC., (the "Company") a Nevada corporation and Kenneth Vennera, an individual with an address at 133 Discovery Court, Norristown,...Employment Agreement • January 18th, 2006 • Edentify, Inc. • Services-prepackaged software • Pennsylvania
Warrant No. 06-C-10 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Warrant Agreement • December 4th, 2006 • Edentify, Inc. • Services-prepackaged software
EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Convertible Security Agreement • December 4th, 2006 • Edentify, Inc. • Services-prepackaged software • New York
ARTICLE III REPRESENTATIONS AND WARRANTIESShare Exchange Agreement • November 2nd, 1999 • Budgethotels Com Inc • Services-business services, nec
AMENDED AND RESTATED MARKETING AGREEMENTMarketing Agreement • October 2nd, 2006 • Edentify, Inc. • Services-prepackaged software
This Amended and Restated Marketing Agreement (this “Agreement”), dated as of April 7, 2006 (the “Effective Date”), is between EDENTIFY, INC., a Delaware corporation located at 74 W. Broad Street, Suite 350, Bethlehem, Pennsylvania 18018 (“Edentify”), and TRILEGIANT CORPORATION, a Delaware corporation located at 100 Connecticut Avenue, Norwalk, Connecticut 06850 (“Trilegiant”).
Exhibit 10.1 MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT ("Master Agreement") is made as of October 3, 2005 by and between Edentify, Inc., with its principal place of business at 74 West Broad Street, Suite 350, Bethlehem, Pennsylvania,...Master Services Agreement • October 7th, 2005 • Edentify, Inc. • Services-business services, nec • Florida
MASTER SERVICES AGREEMENTSow for Keying and Identity Assessment Processing Services • October 2nd, 2006 • Edentify, Inc. • Services-prepackaged software
This SOW is made as of October 3, 2005 by and between Edentify, Inc., with its principal place of business at 74 West Broad Street, Suite 350, Bethlehem, Pennsylvania 18018 (“Edentify”), and Seisint, Inc., with its principal place of business at 6601 Park of Commerce Blvd, Boca Raton, Florida 33487 (“Seisint”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 5th, 2005 • Budgethotels Network Inc • Services-business services, nec • Pennsylvania
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) made as of this 29th day of March, 2005 (the “Effective Date”), by and among Edentify, Inc. (“Edentify”), a Delaware corporation with its principal address at 108 Saucon View Drive, Bethlehem, PA 18015 and Budgethotels Network, Inc. and its wholly-owned subsidiaries (collectively “Budget”), a Nevada corporation with its principal address at 1260 Hornby Street, Vancouver, British Columbia V6Z 1W2. William McLaws (“McLaws”) and Robert L. Chalmers (“Chalmers”), each an individual, hereby joins personally with respect to Articles IV, VI and VIII hereof. Terrence DeFranco hereby joins personally with respect to Articles II, V and Paragraph 8.4 hereof.
EXHIBIT 10.2.1 SERVICES AGREEMENT THIS SERVICES AGREEMENT ("Agreement") is made as of October 24, 2006, by and between Edentify, Inc., with its principal place of business at 74 West Broad Street, Suite 350, Bethlehem, Pennsylvania, 18018...Services Agreement • November 14th, 2006 • Edentify, Inc. • Services-prepackaged software • New York
DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT (the "Agreement") is made and entered into this 29th day of March, 2005, by and between BUDGETHOTELS NETWORK, INC., a Nevada corporation ("Budgethotels"), and INFOCENTER, INC., a Washington...Distribution Agreement • August 15th, 2005 • Edentify, Inc. • Services-business services, nec • Washington
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 7th, 2005 • Budgethotels Network Inc • Services-business services, nec • Washington
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) made as of this 29th day of March, 2005 (the “Effective Date”), by and among Edentify, Inc. (“Edentify”), a Delaware corporation with its principal address at 108 Saucon View Drive, Bethlehem, PA 18015 and Budgethotels Network, Inc. and its wholly-owned subsidiaries (collectively “Budget”), a Nevada corporation with its principal address at 1260 Hornby Street, Vancouver, British Columbia V6Z 1W2. William McLaws (“McLaws”) and Robert L. Chalmers (“Chalmers”), each an individual, hereby joins personally with respect to Articles IV, VI and VIII hereof. Terrence DeFranco hereby joins personally with respect to Article V and Paragraph 8.4 hereof.
DEVELOPMENT AGREEMENTServices Agreement • September 8th, 2005 • Edentify, Inc. • Services-business services, nec • Delaware
This Services Agreement (the “Agreement”) is made as of May 27, 2005 (the “Effective Date”) by and between FACE2FACE ANIMATION, INC., a Delaware corporation (the “Company”) having its principal place of business at 2 Kent Place Blvd., Summit, NJ 07901, and InMotion Biometrics, Inc., a Delaware corporation (the “Sponsor”) having its principal place of business at 74 West Broad Street, Suite 350, Bethlehem, PA 18018.
EXHIBIT 99.2 AGREEMENT Dated the 31st day of March, 1999. BETWEEN: LAC Enterprises Ltd. 16875 Terrace Rd. Winfield, BC V6V I B2 AND: Budgethotels.com, Inc. #202- St. Paul Street Kelowna, BC V1Y 2E5 WHEREAS: A. The Company wishes to engage the service...Consulting Agreement • November 2nd, 1999 • Budgethotels Com Inc • Services-business services, nec • British Columbia
SHARE AND WARRANT ISSUANCE AGREEMENTShare and Warrant Issuance Agreement • August 30th, 2005 • Edentify, Inc. • Services-business services, nec • Delaware
Share and Warrant Issuance Agreement (this “Agreement”) dated as of May 27, 2005 by and between Budgethotels Network Inc., a Nevada corporation, which shall be renamed Edentify, Inc. (“Issuer”), and face2face animation, inc., a Delaware corporation (“Licensor”).
AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • January 31st, 2006 • Edentify, Inc. • Services-prepackaged software
THIS AMENDMENT TO DISTRIBUTION AGREEMENT is made and entered into as of this 30th day of January, 2006 by and between Edentify, Inc., a Nevada corporation (“Edentify”) and Infocenter, Inc., a Washington corporation and wholly-owned subsidiary of Edentify (Infocenter).
SOW 2 TOSow for Brokering of Services • October 7th, 2005 • Edentify, Inc. • Services-business services, nec
ACQUISITION AGREEMENTAcquisition Agreement • February 5th, 2007 • Edentify, Inc. • Services-prepackaged software • Pennsylvania
THIS ACQUISITION AGREEMENT (the “Agreement”) made as of this 31st day of January, 2007 (the “Effective Date”), by and among Edentify, Inc. (“Edentify”), a Nevada corporation with its principal address at 74 W. Broad Street, Suite 350, Bethlehem, PA 18018, Zelcom Group, LLC (“Zelcom”), a limited liability company formed under the laws of the State of Illinois, with its principal address at 1821 Walden Office Square, Suite 400, Schaumburg, IL 60173, and all of its members, consisting of Robert Zelikson (“Zelikson”), Greg Fasana (“Fasana”) and Matthew Komos (“Komos”). Collectively, Zelikson and Fasana shall be referred to hereinafter as the “Zelcom Principals.”
EXHIBIT 99.4 AGREEMENTConsulting Agreement • November 2nd, 1999 • Budgethotels Com Inc • Services-business services, nec • British Columbia
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • August 30th, 2005 • Edentify, Inc. • Services-business services, nec • Delaware
This PATENT AND TECHNOLOGY LICENSE AGREEMENT (“Agreement”), dated as of May 27, 2005 (“Effective Date”) is entered into by and between face2face animation, inc., a Delaware corporation (“Licensor”), having a place of business at 2 Kent Place Blvd., Summit, NJ 07901 and InMotion Biometrics, Inc., a Delaware corporation (“Licensee”), a wholly owned subsidiary of BudgetHotels Network Inc., a Nevada corporation (which shall be renamed Edentify, Inc.) (“Parent”), having a place of business at 74 West Broad Street, Suite 350, Bethlehem, PA 18018.
Execution Copy SHARE AND WARRANT ISSUANCE AGREEMENT Share and Warrant Issuance Agreement (this "Agreement") dated as of May 27, 2005 by and between BUDGETHOTELS NETWORK INC., a Nevada corporation, which shall be renamed Edentify, Inc. ("Issuer"), and...Share and Warrant Issuance Agreement • September 9th, 2005 • Edentify, Inc. • Services-business services, nec • Delaware
