EXHIBIT 4.2 FORM OF WARRANT THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN...Warrant Agreement • July 5th, 2005 • Debt Resolve Inc • Non-operating establishments • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 28, 2005, is made and entered into by and between Debt Resolve, Inc., a Delaware corporation, with headquarters located at 707...Registration Rights Agreement • July 5th, 2005 • Debt Resolve Inc • Non-operating establishments • New York
R E C I T A L -------------Indemnification Agreement • February 15th, 2000 • Lombardia Acquisition Corp • Delaware
STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement"), dated February 20, 2003 and effective as of January 13, 2003, by and between Lombardia Acquisition Corp., a Delaware corporation which will be renamed (the "Company"), and each...Stock Purchase Agreement • March 11th, 2003 • Lombardia Acquisition Corp • Non-operating establishments • New York
EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), effective as of the date of the execution of the Purchase Agreement, as defined below, (such date, the "Effective Date"), between DEBT RESOLVE, INC., a Delaware corporation...Employment Agreement • May 3rd, 2007 • Debt Resolve Inc • Services-business services, nec • New York
EXHIBIT 10.3 FORM OF LOCK-UP AGREEMENT Debt Resolve, Inc. 707 Westchester Avenue, Lobby Level White Plains, New York 10604 Ladies and Gentlemen: The undersigned, an owner of (i) a 7% senior convertible promissory note of Debt Resolve, Inc., a Delaware...Lock-Up Agreement • July 5th, 2005 • Debt Resolve Inc • Non-operating establishments
The undersigned, an owner of (i) a 7% senior convertible promissory note of Debt Resolve, Inc., a Delaware corporation (the "Company"), in the principal amount of $_________, initially convertible into _________________ shares of common stock, par value $.001 per share, of the Company (the "Common Stock") and (ii) warrants to purchase _________________ shares of Common Stock, understands that the Company is preparing to file with the U.S. Securities and Exchange Commission ("SEC") a registration statement (the "Registration Statement") for the registration of certain securities of the Company (including the shares of Common Stock underlying the note and warrants held by the undersigned) in connection with a proposed initial public offering of such securities (the "Offering"). The undersigned further understands that Maxim Group LLC (the "Underwriter") is the proposed underwriter for the Offering.
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 3rd, 2007 • Debt Resolve Inc • Services-business services, nec • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...Warrant Agreement • October 24th, 2006 • Debt Resolve Inc • Services-business services, nec • Delaware
This REPRESENTATIVE’S WARRANT (this “Warrant”) of Debt Resolve, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of _____________, 2006, by and between the Company and EKN Financial Services, Inc., the representative of the several underwriters named therein (the “Representative”) relating to a firm commitment public offering (the “Offering”) of 2,500,000 shares of common stock, $.001 par value per share, of the Company (the “Common Stock”) underwritten by the Representative and the several underwriters.
2,500,000 Shares of Common Stock DEBT RESOLVE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 24th, 2006 • Debt Resolve Inc • Services-business services, nec • New York
The undersigned hereby further agrees that, without the prior written consent of the Representative during the Lock-Up Period, the undersigned will not: (x) file or participate in the filing with the Securities and Exchange Commission of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (y) exercise any rights the undersigned may have to require registration with the Securities and Exchange Commission of any proposed offering or sale of a Relevant Security.
EXHIBIT 10.3 AMENDMENT NO. 2 TO LIMITED LICENSE AGREEMENT THIS AMENDMENT, dated as of February 25, 2004 (this "Amendment"), among DEBT RESOLVE, INC. (formerly Lombardia Acquisition Corp.) (the "Company"), JAMES D. BURCHETTA and CHARLES S. BROFMAN. W I...Limited License Agreement • March 30th, 2004 • Debt Resolve Inc • Non-operating establishments • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2012 • Debt Resolve Inc • Services-business services, nec • New York
This Employment Agreement, effective on June 1, 2011, is between DEBT RESOLVE, INC., a Delaware corporation (hereinafter referred to as the “Company”), and Michael J. Cassella (hereinafter referred to as "Executive").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2006 • Debt Resolve Inc • Services-business services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into by and between Debt Resolve, Inc., a Delaware corporation, with its principal executive offices located at 707 Westchester Avenue, Suite L7, White Plains, New York 10604 (the “Company”), and each of the purchasers set forth on the counterpart signature pages hereto (the “Purchasers”), and is dated with respect to each of the Purchasers as of the date noted on each such Purchaser’s counterpart signature page.
ContractPreferred Stock Purchase Warrant • December 19th, 2014 • Debt Resolve Inc • Services-business services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND SUCH SHARES MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2007 • Debt Resolve Inc • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August ___1, 2007, by and between Debt Resolve, Inc., a Delaware corporation (the “Company”) and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
DEBT RESOLVE, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 16th, 2012 • Debt Resolve Inc • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of ________,1 2010, by and between Debt Resolve, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 16th, 2012 • Debt Resolve Inc • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January ___, 2011, by and between Debt Resolve, Inc., a Delaware corporation (the “Company”), and _______ (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2008 • Debt Resolve Inc • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of March 31, 2008, by and between Debt Resolve, Inc., a Delaware corporation with its principal office at 707 Westchester Avenue, Suite L7, White Plains, New York 10604 (the "Company"), and Harmonie International, LLC, a Delaware limited liability company with its principal office at 30201 Orchard Lake Road, Suite 220, Farmington Hills, Michigan 48334 (the "Purchaser").
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2014 • Debt Resolve Inc • Services-business services, nec • New York
This Employment Agreement, effective on March 1st, 2014 (the “Effective Date”), is between DEBT RESOLVE, INC., a Delaware corporation (hereinafter referred to as the “Company”), and STANLEY E. FREIMUTH (hereinafter referred to as "Executive").
SERVICE PROVIDER AGREEMENT THIS AGREEMENT is made at Tarrytown, NY this 30th day of October, 2009 betweenService Provider Agreement • April 16th, 2012 • Debt Resolve Inc • Services-business services, nec
Customer B, a body corporate incorporated with limited liability in xxxxxx, whose principal office is located at and which operating in these presents through its office at: xxx (hereinafter referred to as “the Bank”, which expression shall include its successors and assigns), of the First Part
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2006 • Debt Resolve Inc • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into by and between Debt Resolve, Inc., a Delaware corporation, with its principal executive offices located at 707 Westchester Avenue, Suite L7, White Plains, New York 10604 (the “Company”), and each of the purchasers listed on Schedule A hereto (the “Purchasers”), and is dated with respect to each of the Purchasers as of the date noted on each such Purchaser’s counterpart signature page.
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD...Secured Convertible Note • April 16th, 2012 • Debt Resolve Inc • Services-business services, nec • New York
THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION. AS A RESULT, FOLLOWING ANY REDEMPTION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND ACCRUED INTEREST SET FORTH BELOW.
AT&T MASTER AGREEMENT MA Reference No. 121083Master Agreement • July 21st, 2006 • Debt Resolve Inc • Services-business services, nec • New York
This Agreement consists of the attached General Terms and Conditions and all schedules, exhibits and service order attachments (“Attachments”) appended hereto or subsequently signed by the parties, and that reference this Agreement (collectively, this “Agreement”). In the event of conflict among terms, the order of priority shall be the Attachments, then the General Terms and Conditions and then any Service Guide that is incorporated by reference into an Attachment.
Debt Resolve, Inc.Underwriting Agreement • June 30th, 2006 • Debt Resolve Inc • Services-business services, nec
DEBT RESOLVE, INC. White Plains, New York 10604Registration Rights Agreement • April 4th, 2008 • Debt Resolve Inc • Services-business services, nec
Reference is made to the Securities Purchase Agreement, dated as of March 31, 2008 (the “Purchase Agreement”), by and between Debt Resolve, Inc., a Delaware corporation (the “Company”), and Harmonie International, LLC (the “Purchaser”), pursuant to which the Company has agreed to issue and sell to the Purchaser 2,966,102 shares of Common Stock and warrants to purchase up to 3,707,627 shares of Common Stock. All capitalized terms not defined herein shall have the meaning ascribed to them in the Purchase Agreement.
DEBT RESOLVE, INC. and THE SOLE STOCKHOLDER OF FIRST PERFORMANCE CORPORATION STOCK PURCHASE AGREEMENT January 19, 2007Stock Purchase Agreement • January 24th, 2007 • Debt Resolve Inc • Services-business services, nec • New York
STOCK PURCHASE AGREEMENT, dated as of January 19, 2007, between DEBT RESOLVE, INC., a Delaware corporation (the “Buyer”), and LISA DiPINTO (the “Seller”).
January 25, 2015Line of Credit Agreement • March 31st, 2015 • Debt Resolve Inc • Services-business services, nec • New York
This letter agreement sets forth the terms and conditions under which Messrs. Gary Martin, James Brakke, Raymond Conta and Stanley Freimuth (“Lenders”), agree to provide a $400,000.00 working capital line of credit to Debt Resolve, Inc., a Delaware corporation ("Debt Resolve").
DEBTRESOLVE CUSTOMIZED SOLUTION PROGRAM LICENSE AGREEMENTLicense Agreement • September 30th, 2005 • Debt Resolve Inc • Non-operating establishments • New York
WHEREAS, DebtResolve provides proprietary internet-based software tools and technology, utilizing a blind bidding system, based upon patented technology licensed to DebtResolve, for the collection of consumer debts to financial institutions, lenders and holders of consumer debt to assist such persons with the collection of such debts (collectively, the “DebtResolve System”); and
THIRD AGREEMENT REGARDING OUTSIDE CLOSING DATEThird Agreement Regarding Outside Closing Date • August 8th, 2007 • Debt Resolve Inc • Services-business services, nec
This THIRD AGREEMENT REGARDING OUTSIDE CLOSING DATE (this “Agreement”), is entered into as of July 30, 2007, by and among DEBT RESOLVE, INC., a Delaware corporation (“Buyer”), and CREDINT HOLDINGS, LLC, a Delaware limited liability company (“Seller”).
DEBT RESOLVE, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • June 30th, 2006 • Debt Resolve Inc • Services-business services, nec • New York
This COMMON STOCK PURCHASE WARRANT certifies that ______________________, having an address at ______________________, or permitted assignees is the registered holder (the “Holder”) of this Common Stock Purchase Warrant (the “Warrant”) to purchase shares of the common stock, par value $.001 per share (the “Common Stock”), of Debt Resolve, Inc., a Delaware corporation (the “Company”). This Warrant has been issued to the Holder in connection with the private placement of securities offered by the Company pursuant to, or contemplated by, that certain: (i) Securities Purchase Agreement, (ii) a confidential private placement term sheet booklet with exhibits, as the same may be amended or supplemented from time to time, (iii) a registration rights agreement, (iv) this Warrant, (v) a 15% senior secured convertible promissory note or 15% senior secured promissory note (each, a “Note” and collectively, the “Notes”), (vi) a security agreement, (vii) a stock pledge agreement and (viii) a lock-up
DEBT RESOLVE, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 16th, 2012 • Debt Resolve Inc • Services-business services, nec • California
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is dated and effective as of this _____ day of _____, 2009 (the “Effective Date”) by Debt Resolve, Inc., a Delaware corporation (the “Company”), and the purchaser(s) of the Company’s 14% secured convertible notes (the “Notes”) listed on the signature page attached hereto (the “Investor”). The Notes are convertible into Units of the Company’s securities, each $1.50 “Unit” consisting of ten shares of the Company’s common stock (the “Note Shares”) and six two-year warrants (the “Note Warrants”) each to purchase one share of the Company’s common stock (the “Warrant Shares”) at an exercise price of $0.40 per Warrant Share.
WITNESSETHLimited License Agreement • July 5th, 2005 • Debt Resolve Inc • Non-operating establishments • New York
ContractSecurities Purchase Agreement • April 16th, 2012 • Debt Resolve Inc • Services-business services, nec • New York
These Securities Have Not Been Registered For Offer or Sale Under The Securities Act Of 1933 Or Any State securities laws. They May Not Be Sold Or Offered For Sale Except Pursuant To An Effective Registration Statement Under Said Act And Any Applicable State Securities Law Or An Applicable Exemption From Such Registration Requirements.
SECURITY AGREEMENT Dated as of December 21, 2006 between EAR CAPITAL I, LLC as Obligor and SHERIDAN ASSET MANAGEMENT, LLC as Secured PartySecurity Agreement • December 28th, 2006 • Debt Resolve Inc • Services-business services, nec • New York
WHEREAS, DRV is entering into, executing and delivering to SAM this Security Agreement in consideration of loans made to DRV pursuant to that certain Master Loan and Servicing Agreement dated as of December 21, 2006 (the “Loan Agreement”), by and among SAM, DRV, DRV Capital, LLC, a Delaware limited liability company (“DRV Cap”), and Debt Resolve, Inc., a Delaware corporation and the parent of DRV Cap and, indirectly, of DRV (“Debt Resolve”). Accordingly, SAM shall have the rights, remedies and benefits hereinafter set forth.
ARISEAN CAPITAL LTD.Line of Credit Agreement • June 6th, 2007 • Debt Resolve Inc • Services-business services, nec • New York
STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 30th, 2006 • Debt Resolve Inc • Services-business services, nec • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”) is made and entered into by and among James D. Burchetta, a natural person (“Burchetta”), Charles S. Brofman, a natural person (“Brofman” and, together with Burchetta, the “Pledgors”), CAMOFI Master LDC, a Cayman Islands limited duration company (the “Agent”), and each of the purchasers set forth on the counterpart signature pages hereto (the “Purchasers,” and each a “Pledgee” or together the “Pledgees”), is acknowledged by Debt Resolve, Inc., a Delaware corporation, with its principal executive offices located at 707 Westchester Avenue, Suite L7, White Plains, New York 10604 (the “Company”), and is dated with respect to each of the Purchasers as of the date noted on each such Purchaser’s counterpart signature page.
