EXHIBIT 4.1 THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE RECEIVED PURSUANT TO THE EXERCISE OF THIS WARRANT WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION...Warrant Agreement • October 3rd, 2005 • Protocall Technologies Inc • Services-business services, nec • New York
EXHIBIT 10.5 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of August 8, 2006, by and among Protocall Technologies Incorporated, a Nevada corporation ("Company"), and the secured parties signatory hereto and their respective...Security Agreement • August 10th, 2006 • Protocall Technologies Inc • Services-business services, nec • New York
EXHIBIT 10.2 EMPLOYMENT AGREEMENT -------------------- AGREEMENT, dated as of July 19, 2004, between PROTOCALL TECHNOLOGIES INCORPORATED, a New York corporation (including any successor, the "Company"), and Bruce Newman (the "Executive"). W I T N E S...Employment Agreement • August 6th, 2004 • Quality Exchange Inc • Services-business services, nec • New York
EXHIBIT 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • July 26th, 2004 • Quality Exchange Inc • Services-business services, nec • New York
EXHIBIT 10.1 Securities Purchase Agreement ----------------------------- This Securities Purchase Agreement (this "Agreement"), dated as of June _____, 2006 (the "Agreement Date"), is between Protocall Technologies Incorporated, a Nevada corporation...Securities Purchase Agreement • July 21st, 2006 • Protocall Technologies Inc • Services-business services, nec • New York
EXHIBIT 10.4 PROTOCALL TECHNOLOGIES INCORPORATED SUBSCRIPTION AGREEMENT ---------------------- SUBSCRIPTION AGREEMENT made as of this ____ day of __________ 2004, between a publicly-traded company which will acquire by merger the business of Protocall...Subscription Agreement • August 6th, 2004 • Quality Exchange Inc • Services-business services, nec • New York
EXHIBIT 10.3 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 8,...Warrant Agreement • August 10th, 2006 • Protocall Technologies Inc • Services-business services, nec • New York
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement"), dated as of June __, 2005 (the "Agreement Date"), is between Protocall Technologies Incorporated, a Nevada corporation (the "Company"), and...Securities Purchase Agreement • August 2nd, 2005 • Protocall Technologies Inc • Services-business services, nec • New York
EXHIBIT 10.6 INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement" dated as of August 8, 2006, by and among Protocall Technologies Incorporated, a Nevada corporation (the "Company"), and the secured...Intellectual Property Security Agreement • August 10th, 2006 • Protocall Technologies Inc • Services-business services, nec • New York
Exhibit 10.1 Form of Securities Purchase Agreement ------------------------------------- This Securities Purchase Agreement (this "Agreement"), dated as of December , 2005 (the "Agreement Date"), is between Protocall Technologies Incorporated, a...Securities Purchase Agreement • January 5th, 2006 • Protocall Technologies Inc • Services-business services, nec • New York
Exhibit 10.2 RESIGNATION AND CONSULTING AGREEMENT THIS RESIGNATION AND CONSULTING AGREEMENT (this "Agreement"), dated as of June 10, 2005, by and between PROTOCALL TECHNOLOGIES INCORPORATED, a Nevada corporation having its principal executive office...Resignation and Consulting Agreement • July 20th, 2005 • Protocall Technologies Inc • Services-business services, nec • New York
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of August 8, 2006, by and among Protocall Technologies Incorporated, a Nevada corporation, with headquarters located at 47 Mall Drive, Commack, NY...Securities Purchase Agreement • August 10th, 2006 • Protocall Technologies Inc • Services-business services, nec • New York
Securities Purchase AgreementSecurities Purchase Agreement • May 25th, 2006 • Protocall Technologies Inc • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”), dated as of May 2006 (the “Agreement Date”), is between Protocall Technologies Incorporated, a Nevada corporation (the “Company”), and , an individual residing at (the “Investor”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2006 • Protocall Technologies Inc • Services-business services, nec
This Amendment No. 1 to Securities Purchase Agreement, dated as of September 28, 2006, shall serve to amend the Securities Purchase Agreement, dated as of August 8, 2006, (as amended, the “Agreement”), by and among Protocall Technologies Incorporated, a Nevada corporation, with its headquarters located at 47 Mall Drive, Commack, New York 11725, and each of the Buyers set forth in the Agreement. Capitalized terms used herein shall be as defined in the Agreement.
ADVANCE AGREEMENTSecurities Purchase Agreement • June 6th, 2007 • Protocall Technologies Inc • Services-business services, nec
This Advance Agreement, dated as of May 31, 2007, shall serve to amend the Securities Purchase Agreement (the “Agreement”), dated as of August 8, 2006, by and among Protocall Technologies Inc., a Nevada corporation, with its headquarters located at 47 Mall Drive, Commack, NY 11725, and each of the Buyers set forth in the Agreement.
EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 8, 2006, by and among Protocall Technologies Incorporated, a Nevada corporation with its headquarters located at 47 Mall Drive, Commack, NY...Registration Rights Agreement • August 10th, 2006 • Protocall Technologies Inc • Services-business services, nec • New York
ContractWarrant Agreement • May 25th, 2006 • Protocall Technologies Inc • Services-business services, nec • New York
THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE RECEIVED PURSUANT TO THE EXERCISE OF THIS WARRANT WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR SUCH SHARES (TOGETHER, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.
RECITALSSenior Level Executive Officer Employment Agreement • July 20th, 2005 • Protocall Technologies Inc • Services-business services, nec • Washington
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2006 • Protocall Technologies Inc • Services-business services, nec
This Amendment to Registration Rights Agreement, dated as of November 7, 2006, shall serve to amend the Registration Rights Agreement, dated as of August 8, 2006 (as amended, the “Agreement”), by and among Protocall Technologies Incorporated, a Nevada corporation, with its headquarters located at 47 Mall Drive, Commack, New York 11725, and each of the Initial Investors set forth in the Agreement. Capitalized terms used herein shall be as defined in the Agreement.
JOINDER AND CLARIFICATION AGREEMENTJoinder and Clarification Agreement • November 13th, 2006 • Protocall Technologies Inc • Services-business services, nec
This Joinder and Clarification Agreement, dated as of November 7, 2006, relates to the Securities Purchase Agreement, dated as of August 8, 2006, as amended on September 28, 2006 (as amended, the “Agreement”), by and among Protocall Technologies Incorporated, a Nevada corporation, with its headquarters located at 47 Mall Drive, Commack, New York 11725, and each of the Buyers set forth in the Agreement, and the other documents and instruments entered into in connection therewith (collectively, the “Transaction Documents”). Unless otherwise defined herein, capitalized terms used herein shall be as defined in the Agreement.
