THIS WARRANT AND THE SHARES OF SERIES B2 PREFERRED STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY...Warrant Agreement • August 20th, 2004 • Warp Technology Holdings Inc • Services-prepackaged software • Nevada
Exhibit 99.1 SUBSCRIPTION AGREEMENT Abbott Mines Limited 1160 - 1040 West Georgia Street Vancouver, British Columbia Canada V6E 4H1 Dear Sirs: Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing...Subscription Agreement • September 29th, 2000 • Abbott Mines LTD
Exhibit 10.62 [GUPTA LOGO] SERVICE AGREEMENT SERVICE AGREEMENT made MARCH 27, 2002 (the "Effective Date") between GUPTA TECHNOLOGIES, LLC ("GUPTA"), a Delaware limited liability having offices at 975 Island Drive, Redwood Shores, CA, 94065, USA and...Service Agreement • April 5th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • California
WITNESSETH:Agreement and Plan of Merger • July 11th, 2006 • Halo Technology Holdings, Inc. • Services-prepackaged software • Delaware
BY AND AMONGStock Purchase Agreement • June 21st, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • Connecticut
WITNESSETH:Merger Agreement • May 24th, 2006 • Halo Technology Holdings, Inc. • Services-prepackaged software • Delaware
EXHIBIT 10.5 WARP Solutions Confidential WARP MASTER DISTRIBUTOR Master Distribution Agreement THIS MASTER DISTRIBUTOR AGREEMENT (the "Agreement'), is made as of this _1__ day of ___August___ 2002_ (the "Effective Date") by and between Macnica...Master Distribution Agreement • October 7th, 2002 • Abbott Mines LTD • Gold and silver ores • New York
Exhibit 10.13 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is entered into as of __________, 2003, between WARP TECHNOLOGY HOLDINGS, INC., a Nevada Corporation (the "Company"), and STEVEN ANTEBI, an individual ("Consultant"), with...Consulting Agreement • February 12th, 2004 • Warp Technology Holdings Inc • Services-prepackaged software • California
FORM OF WARRANTWarrant Agreement • February 4th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
WITNESSETH:Lease Agreement • April 5th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software
EXHIBIT 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of August 4, 2004 (the "Effective Date"), by and between ERNEST MYSOGLAND, an individual residing in Fairfield, Connecticut ("Executive") and WARP TECHNOLOGY...Employment Agreement • October 13th, 2004 • Warp Technology Holdings Inc • Services-prepackaged software • Connecticut
EXHIBIT 10.34 AMENDMENT NO. 3 TO EXTENSION AGREEMENT THIS AMENDMENT NO. 3 TO EXTENSION AGREEMENT (this "Amendment") is made by and between Warp Technology Holdings, Inc. ("Warp") and Gupta Holdings, LLC ("Gupta") as of this 3rd day of January, 2005....Extension Agreement • February 4th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software
WITNESSETH:Security Agreement • February 4th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
Exhibit 10.29 ------------- REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS AGREEMENT (this "Agreement"), dated as of August 4, 2004 (the "Effective Date"), is entered into between Warp Technology Holdings, Inc., a Nevada corporation...Registration Rights Agreement • November 15th, 2004 • Warp Technology Holdings Inc • Services-prepackaged software • Nevada
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 4th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software
JOINT FILING AGREEMENTJoint Filing Agreement • June 3rd, 2003 • Warp Technology Holdings Inc • Gold and silver ores
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
PREMIUM INTERNATIONAL DISTRIBUTION AGREEMENTInternational Distribution Agreement • April 5th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • California
EXHIBIT 10.52 POST CLOSING AGREEMENT This POST-CLOSING AGREEMENT (this "Agreement") is dated as of January __, 2005, and is executed and delivered by Warp Technology Holdings, Inc., a Nevada corporation ("Company"), Warp Solutions, Inc., a Delaware...Post Closing Agreement • February 4th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
Exhibit 10.7 PUT AND CALL AGREEMENT This Put and Call Agreement (this "Agreement") is made as of December __, 2002, by and among WARP TECHNOLOGY HOLDINGS, INC., Inc., a Nevada corporation (the "Company"), 6043577 Canada Inc., a Canadian corporation...Put and Call Agreement • January 27th, 2003 • Warp Technology Holdings Inc • Gold and silver ores • New York
WITNESSETH:Collateral Agency Agreement • February 4th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
EXHIBIT 10.21 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of August 4, 2004 (the "Effective Date"), by and between MICHAEL DAVID LISS, an individual residing in Kimberton, Pennsylvania ("Executive") and WARP TECHNOLOGY...Employment Agreement • October 13th, 2004 • Warp Technology Holdings Inc • Services-prepackaged software • Connecticut
Exhibit 99.5 TO: The Board of Directors WARP Technology Holdings, Inc. 708 3rd Avenue, 6th Floor New York, NY 10017 Attention: Malcolm Coster, Chairman of the Board In connection with our discussions concerning the resignation of Karl B. Douglas...Resignation Agreement • February 2nd, 2004 • Warp Technology Holdings Inc • Services-prepackaged software
WITNESSETH:Subordinated Security Agreement • February 4th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
WITNESSETH:Subordinated Guaranty • February 4th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
Exhibit 10.61 [GUPTA LOGO] OEM SOFTWARE LICENSE AGREEMENT (SIGNATURE PAGES) PREAMBLE: The following are the Signature Pages of an agreement ("Agreement") which consists of (i) the General Terms and Conditions and (ii) these Signature Pages. The...Oem Software License Agreement • April 5th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
THIS AGREEMENT (this Agreement) is dated October 26, 2005Pledge Agreement • November 1st, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
SECURITY AGREEMENT DATED OCTOBER 26, 2005 between PROCESS SOFTWARE, LLC and FORTRESS CREDIT CORP.Security Agreement • November 1st, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
EXHIBIT 10.25 WARP TECHNOLOGY HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENT 1. GRANT OF OPTION. Warp Technology Holdings, Inc., a Nevada corporation (the "Company"), hereby grants to MICHAEL DAVID LISS (the "Employee"), an option, pursuant to the...Incentive Stock Option Agreement • October 13th, 2004 • Warp Technology Holdings Inc • Services-prepackaged software • Nevada
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 20th, 2006 • Warp Technology Holdings Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 14 2006 (this “Agreement”), is entered into by and among Warp Technology Holdings, Inc., operating under the name Halo Technology Holdings, a Nevada corporation (“Parent”), UCA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Unify Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are collectively referred to herein as the “Parties.”
RECITALSInvestors' Agreement • February 4th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
ContractWarrant Agreement • July 27th, 2006 • Halo Technology Holdings, Inc. • Services-prepackaged software • New York
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
Mortgage of Shares between Warp Solutions, Inc. and Fortress Credit Corp.] THIS DEED is dated 2 August 2005 between: BACKGROUND: IT IS AGREED as follows:Mortgage of Shares • August 16th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software
COMMERCIAL LEASECommercial Lease • May 5th, 2006 • Halo Technology Holdings, Inc. • Services-prepackaged software • Connecticut
THIS LEASE, dated as of the 1st day of May, 2006, by and between 200 Railroad Avenue LLC, a limited liability company organized and existing pursuant to the laws of the State of Connecticut with a place of business of 200 Railroad Avenue, Greenwich, Connecticut 06830 (hereinafter referred to as “Landlord”) and Halo Technology Holdings, Inc., a corporation organized and existing pursuant to the laws of the State of Nevada, with an authorization to conduct business in the State of Connecticut with a current place of business of 200 Railroad Avenue, Greenwich, Connecticut 06830 acting herein by Sue Florentino, its Vice President hereunto duly authorized (hereinafter referred to as “Tenant”).
FORM OF EXCHANGED WARRANTWarrant Agreement • March 4th, 2004 • Warp Technology Holdings Inc • Services-prepackaged software • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.
WITNESSETH:Senior Guaranty • February 4th, 2005 • Warp Technology Holdings Inc • Services-prepackaged software • New York
