REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2007 • Jagged Peak, Inc. • Services-prepackaged software • New York
This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and certain subsidiaries of the Company that may become party thereto after the date hereof (as amended, modified or supplemented from time to time, the “Security Agreement”).
Exhibit 10.7 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the "Agreement") is made and entered into as of May 4, 2005, by and between Absolute Glass Protection, Inc. ("ASLG") and Michael I. Kling ("Debt Holder") with reference to the...Debt Conversion Agreement • May 6th, 2005 • Absolute Glass Protection Inc • Retail-eating places • Nevada
Exhibit 2.2 AMENDED BUSINESS COMBINATION AGREEMENT This agreement is entered into this 6th day of September, 2002, between BENCHMARK TECHNOLOGY CORPORATION, a Nevada corporation, (herein, "Company") and INTERNATIONAL GLASS PROTECTION, INC., a Nevada...Business Combination Agreement • September 13th, 2002 • Benchmark Technology Corp • Retail-eating places • Nevada
LOAN AND SECURITY AGREEMENT by and between MORIAH CAPITAL, L.P., as Lender, and JAGGED PEAK, INC. and JAGGED PEAK CANADA INC., as Borrowers Dated: As of December 17, 2009Loan and Security Agreement • March 10th, 2010 • Jagged Peak, Inc. • Services-prepackaged software • New York
Exhibit 10.5 -- Consulting Service Agreement CONSULTING SERVICE AGREEMENT WITH LUIS MIGUEL ARROYO This consulting service agreement ("Consulting Agreement") is made as of this 28th day of May, 2004, by and between Luis Miguel Arroyo, P. O. Box 260,...Consulting Service Agreement • June 2nd, 2004 • Absolute Glass Protection Inc • Retail-eating places • Nevada
AGREEMENT AND PLAN OF MERGER By and Between SP Jagged peak LLC and JAGGED PEAK, INC. (and, following its formation Sub) Dated as of October 9, 2015Merger Agreement • October 9th, 2015 • Jagged Peak, Inc. • Services-prepackaged software • Nevada
AGREEMENT AND PLAN OF MERGER dated as of October 9, 2015 (this “Agreement”), by and between SP Jagged Peak LLC, a Delaware limited liability company (“Parent”) and Jagged Peak, Inc., a Nevada corporation (the “Company”), and (following its formation, as contemplated below), a Nevada corporation and a majority-owned subsidiary of Parent (“Sub”; each of Parent, the Company and (following its formation and joinder hereto) Sub, a “Party” and collectively, the “Parties”).
SECURITY AND PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and JAGGED PEAK, INC. Dated as of: December 14, 2006Security and Purchase Agreement • March 26th, 2007 • Jagged Peak, Inc. • Services-prepackaged software • New York
This Security and Purchase Agreement is made as of December 14, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), JAGGED PEAK, INC., a Nevada corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
CONSULTING SERVICE AGREEMENT WITH T. J. JESKYConsulting Service Agreement • May 5th, 2004 • Absolute Glass Protection Inc • Retail-eating places • Nevada
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2012 • Jagged Peak, Inc. • Services-prepackaged software • Florida
This Employment Agreement (the “Agreement”) is made and entered into effective as of November 21, 2011, by and between JAGGED PEAK, INC., a corporation organized under the laws of Nevada (the “Company”), and Albert Narvades, an individual (“Executive”), residing in Tampa, Florida.
Exhibit 10.2 Executive Compensation Plan for Michael I. Kling, CFO EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT BY AND BETWEEN THE ABSOLUTE GLASS PROTECTION, INC. AND MICHAEL I. KLING, OCTOBER 1, 2003. THIS EMPLOYMENT AGREEMENT (the "Agreement"),...Employment Agreement • January 15th, 2004 • Absolute Glass Protection Inc • Retail-eating places • Nevada
RECITALS:Acquisition Agreement • July 11th, 2005 • Absolute Glass Protection Inc • Retail-eating places • Florida
Exhibit 10.3 Executive Compensation Plan for Christopher R. Stevens EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT BY AND BETWEEN THE ABSOLUTE GLASS PROTECTION, INC. AND CHRISTOPHER R. STEVENS, DATED OCTOBER 1, 2003. THIS EMPLOYMENT AGREEMENT (the...Employment Agreement • January 15th, 2004 • Absolute Glass Protection Inc • Retail-eating places • Nevada
CONSULTING SERVICE CONTRACT WITH T. J. JESKYConsulting Service Contract • July 16th, 2002 • Benchmark Technology Corp • Retail-eating places • Nevada
CONSULTING AGREEMENTConsulting Agreement • November 9th, 2015 • Jagged Peak, Inc. • Services-prepackaged software
This Agreement is made and entered into as of October 9, 2015 (“Execution Date”) by and between Jagged Peak, Inc. (“Company”), having a principal place of business at Jagged Peak, Inc., 3000 Bayport Drive, Suite 250, Tampa, Florida 33607 and Vincent J. Fabrizzi (“Consultant”) located at 14453 Eagle Pointe Drive, Clearwater, Florida 33762. This Agreement shall become effective simultaneously with the Effective Time, as contemplated and defined in the Agreement and Plan of Merger by and between the Company and SP Jagged Peak LLC, a Delaware limited liability company (the “Merger Agreement”). For purposes of this Agreement, the date on which the Effective Time occurs is the “Effective Date.” In accordance with Section 10.1 below, this Agreement will automatically terminate in the event of the termination of the Merger Agreement without consummation of the merger transaction contemplated therein.
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT AND LOAN DOCUMENTSLoan and Security Agreement • March 29th, 2011 • Jagged Peak, Inc. • Services-prepackaged software • New York
Amendment No. 1, dated as of March 25, 2011 (“Amendment”), to that certain Loan and Security Agreement, dated as of December 17, 2009 (the “Original Loan Agreement”), by and among JAGGED PEAK, INC., a Nevada corporation, with its principal place of business located at 3000 Bayport Drive, 250, Tampa, Florida 33607 (“Parent”), and JAGGED PEAK CANADA INC., a Canadian corporation with its principal place of business located at c/o McCarthy Tetrault LLP, Box 48, Suite 4700, Toronto Dominion Bank Tower, Toronto, ON M5K 1E6 (“Canadian Subsidiary”) and collectively with Parent and their respective successors, or each of them, as the context indicates, “Borrower”), and MORIAH CAPITAL, L.P., a Delaware limited partnership with offices at 444 Madison Avenue, New York, New York 10022 (the “Lender”).
VOTING AGREEMENTVoting Agreement • October 9th, 2015 • Jagged Peak, Inc. • Services-prepackaged software • Nevada
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 9, 2015 by and among SP Jagged Peak LLC, a Delaware limited liability company (“Parent”), and each of the undersigned stockholders listed on the signature page hereto (each, a “Stockholder” and collectively, the “Stockholders”) of Jagged Peak, Inc., a Nevada corporation (the “Company”).
SECURITIES ISSUANCE AGREEMENTSecurities Issuance Agreement • March 10th, 2010 • Jagged Peak, Inc. • Services-prepackaged software • New York
THIS SECURITIES ISSUANCE AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2009, by and between Jagged Peak, Inc., a Nevada corporation (the “Company”), and Moriah Capital, L.P., a Delaware limited partnership (the “Lender”).
AMENDED AND RESTATED LOAN AGREEMENT – REVOLVING LINE OF CREDITLoan Agreement • March 18th, 2014 • Jagged Peak, Inc. • Services-prepackaged software • Florida
THIS AMENDED AND RESTATED LOAN AGREEMENT – REVOLVING LINE OF CREDIT (this “Agreement”) is executed as of August 19, 2013, by and between FIFTH THIRD BANK, an Ohio banking corporation (“Lender”), and JAGGED PEAK, INC., a Nevada corporation (“Borrower”).
Exhibit 4.1 CONSULTING SERVICES PLAN OF AGREEMENT This Agreement ("Agreement") is entered into November 4, 2002, by and between BENCHMARK TECHNOLOGY CORPORATION, a Nevada corporation ("Corporation"), and BROCK HOWARD ("Consultant"). In consideration...Consulting Agreement • November 6th, 2002 • Benchmark Technology Corp • Retail-eating places
LOAN AGREEMENT - REVOLVING LINE OF CREDITLoan Agreement - Revolving Line of Credit • March 29th, 2012 • Jagged Peak, Inc. • Services-prepackaged software • Florida
This Loan Agreement – Revolving Line of Credit is made as of the 22nd day of March, 2012 (the “Effective Date”), between JAGGED PEAK, INC., a Nevada corporation (“Borrower”), in favor of FIFTH THIRD BANK, an Ohio banking corporation (“Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2015 • Jagged Peak, Inc. • Services-prepackaged software
This Employment Agreement (this “Agreement”) is made and entered into as of October 9, 2015 by and between Jagged Peak, Inc. a Nevada corporation (the “Company”), and Paul Demirdjian, an individual (“Executive”), with address at 3000 Bayport Drive, Suite 250, Tampa, Florida 33607.
LEASE AGREEMENT RIDGE ROCK PARTNERS, LLC Landlord AND JAGGED PEAK, INC Tenant ATLease Agreement • March 29th, 2012 • Jagged Peak, Inc. • Services-prepackaged software
THIS LEASE AGREEMENT is made by and between RIDGE ROCK PARTNERS, LLC.,, a Florida Limited Liability Company (“Landlord”) and JAGGED PEAK, INC., a Nevada Corporation (“Tenant”), and is dated as of the date on which this Lease has been fully executed by Landlord and Tenant.
TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTTrademark Security Agreement • March 10th, 2010 • Jagged Peak, Inc. • Services-prepackaged software
This TRADEMARK SECURITY AGREEMENT, dated as of December 17, 2009, made by JAGGED PEAK, INC., a Nevada corporation (together with its Subsidiaries, “Grantor”), in favor of MORIAH CAPITAL, L.P., a Delaware limited partnership (“Lender”).
JAGGED PEAK, INC. EMPLOYEE STOCK OWNERSHIP PLAN Effective as of January 1, 2007Employee Stock Ownership Plan • March 26th, 2007 • Jagged Peak, Inc. • Services-prepackaged software • Florida
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • March 10th, 2010 • Jagged Peak, Inc. • Services-prepackaged software • New York
PATENT AND TRADEMARK SECURITY AGREEMENT, dated as of December 17, 2009, (this “Agreement”), made by JAGGED PEAK, INC., a Nevada corporation, with its principal place of business located at 3000 Bayport Drive, #250, Tampa, Florida 33607 (together with its Subsidiaries, “Grantor”), in favor of MORIAH CAPITAL, L.P., a Delaware limited partnership with offices at 444 Madison Avenue, Suite 501, New York, NY 10022 (“Lender”).
ContractSecured Revolving Note • March 26th, 2007 • Jagged Peak, Inc. • Services-prepackaged software • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO JAGGED PEAK, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractSecured Convertible Term Note • March 26th, 2007 • Jagged Peak, Inc. • Services-prepackaged software • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO JAGGED PEAK, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
FIRST AMENDMENT TOAs-Is Agreement for Purchase and Sale • March 18th, 2014 • Jagged Peak, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT TO “AS-IS” AGREEMENT FOR PURCHASE AND SALE (“Amendment”) is made and entered into, effective as of June 21, 2012, by and between Ridge Rock Partners, LLC, a Florida limited liability company (“Seller”), and Jagged Peak, Inc., a Nevada corporation (“Buyer”).
RECITALSEmployment Agreement • January 15th, 2004 • Absolute Glass Protection Inc • Retail-eating places • Nevada
SECURITIES ISSUANCE AGREEMENT NO. 2Securities Issuance Agreement • March 29th, 2011 • Jagged Peak, Inc. • Services-prepackaged software • New York
SECURED REVOLVING LOAN NOTESecured Revolving Loan Note • March 10th, 2010 • Jagged Peak, Inc. • Services-prepackaged software • New York
FOR VALUE RECEIVED, JAGGED PEAK, INC., a Nevada corporation, with its principal place of business located at 3000 Bayport Drive, 250, Tampa, Florida 33607 (“Parent”), and JAGGED PEAK CANADA INC., an Ontario corporation with its principal place of business located at c/o McCarthy Tetrault LLP, Box 48, Suite 4700, Toronto Dominion Bank Tower, Toronto, ON M5K 1E6 (together with Parent and their respective successors, “Borrowers”), each jointly and severally promises to pay to the order of MORIAH CAPITAL, L.P., a Delaware limited partnership with offices at 444 Madison Avenue, Suite 501, New York, NY 10022 and its successors and assigns (“Lender”), on or before March 18, 2011, the principal sum of up to One Million Five Hundred Thousand Dollars ($1,500,000), together with interest thereon, in accordance with the Loan and Security Agreement, of even date herewith, entered into by and between Borrowers and Lender (as amended from time to time, the “Agreement”). Capitalized terms used herein
AS-IS AGREEMENT FOR PURCHASE AND SALEPurchase and Sale Agreement • March 18th, 2014 • Jagged Peak, Inc. • Services-prepackaged software • Florida
THIS AGREEMENT, made and entered into by and between Ridge Rock Partners, LLC, a Florida limited liability company (“Seller”), and Jagged Peak, Inc., a Nevada corporation (“Buyer”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 27th, 2007 • Jagged Peak, Inc. • Services-prepackaged software
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”), dated as of December 14, 2006, is made by JAGGED PEAK, INC., a Nevada corporation (“Grantor”), in favor of LAURUS MASTER FUND, LTD. (“Laurus”).
Exhibit 4.1 CONSULTING SERVICES PLAN OF AGREEMENT This Agreement ("Agreement") is entered into September 20, 2002, by and between BENCHMARK TECHNOLOGY CORPORATION, a Nevada corporation ("Corporation"), and RANDY PETAS, ("Consultant") and BRAD...Consulting Services Agreement • September 27th, 2002 • Benchmark Technology Corp • Retail-eating places
Term Loan AgreementTerm Loan Agreement • March 18th, 2014 • Jagged Peak, Inc. • Services-prepackaged software • Florida
This Term Loan Agreement is made as of the 22nd day of June, 2012 (the “Effective Date”), between JAGGED PEAK, INC., a Nevada corporation (“Borrower”), in favor of FIFTH THIRD BANK, an Ohio banking corporation (“Lender”).
