United eSystems, Inc. Sample Contracts

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AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • April 1st, 2005 • Riverbend Telecom Inc • Telephone communications (no radiotelephone) • Louisiana

This Agreement and Plan of Reorganization is dated March 30, 2005, between Riverbend Telecom, Inc., a Nevada corporation (“Parent”), and Riverbend Holdings, Inc., a Colorado corporation (“Subsidiary”).

FIFTH AMENDMENT TO AGREEMENTS
Loan, Pledge and Security Agreement • December 23rd, 2010 • United eSystems, Inc. • Functions related to depository banking, nec

This Fifth Amendment to the Loan, Pledge and Security Agreement and related Promissory Note, as of December 31, 2010 is made by and between Thermo Credit, LLC (hereinafter referred to as the “Secured Party”) and United eSystems, Inc., Netcom Data Southern Corp., Netcom Data Corp., and United Check Services, LLC (jointly, severally and in solido “Debtor”), who hereby agree as follows:

SECURITY AGREEMENT
Security Agreement • August 28th, 2008 • United eSystems, Inc. • Functions related to depository banking, nec • Mississippi

This Security Agreement (this “Agreement”) is made as of this 22nd day of August, 2008, by United eSystems, Inc., a Nevada corporation, (the “Debtor”), for the benefit of Robert J. Sorrentino, an individual residing in the State of Florida (the “Secured Party”).

PURCHASE AGREEMENT
Purchase Agreement • September 23rd, 2008 • United eSystems, Inc. • Functions related to depository banking, nec • Mississippi

This Purchase Agreement (“Agreement”), dated as of September 17, 2008, is by and between Netcom Data Corp., a Georgia corporation (“Buyer”), and Net Com Data Corp of N.Y., a New York corporation (“NCNY”) and American Timeshare Associates, Inc., a New York corporation (“ATA;” ATA and NCNY to be collectively referred to as “Sellers”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 28th, 2008 • United eSystems, Inc. • Functions related to depository banking, nec • Louisiana

This STOCK PURCHASE AGREEMENT (the “Agreement”) dated as of August 22, 2008 by and among United E-Systems, a Nevada corporation (“UES” or “Buyer”), NetCom Data Southern Corp., a Georgia corporation (the “ NDS”) and the stockholders of NDS named on the signature page hereof (the “Stockholders”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 29th, 2010 • United eSystems, Inc. • Functions related to depository banking, nec • Louisiana

This Loan and Security Agreement (this “Agreement”) is made as of this 28th day of December, 2010, by United eSystems, Inc., a Nevada corporation, (the “Debtor”), for the benefit of Robert J. Sorrentino, an individual residing in the State of Florida (the “Creditor”).

THIRD AMENDMENT TO AGREEMENTS
Loan, Pledge and Security Agreement • April 19th, 2010 • United eSystems, Inc. • Functions related to depository banking, nec

This Third Amendment to the Loan, Pledge and Security Agreement and related Promissory Note, as of March 31, 2010 is made by and between Thermo Credit, LLC (hereinafter referred to as the “Secured Party”) and United eSystems, Inc., Netcom Data Southern Corp., Netcom Data Corp., and United Check Services, LLC (jointly, severally and in solido “Debtor”), who hereby agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • April 1st, 2005 • Riverbend Telecom Inc • Telephone communications (no radiotelephone) • Mississippi

THIS EMPLOYMENT AGREEMENT (“Agreement”) is dated March 30, 2005 (“Effective Date”), between Riverbend Telecom, Inc., a Nevada corporation (“Company”), and Walter Reid Green, Jr. (“Employee”).

FOURTH AMENDMENT TO AGREEMENTS
Loan, Pledge and Security Agreement • July 2nd, 2010 • United eSystems, Inc. • Functions related to depository banking, nec

This Fourth Amendment to the Loan, Pledge and Security Agreement and related Promissory Note, as of June 30, 2010 is made by and between Thermo Credit, LLC (hereinafter referred to as the “Secured Party”) and United eSystems, Inc., Netcom Data Southern Corp., Netcom Data Corp., and United Check Services, LLC (jointly, severally and in solido “Debtor”), who hereby agree as follows:

SUBORDINATION AGREEMENT
Subordination Agreement • September 23rd, 2008 • United eSystems, Inc. • Functions related to depository banking, nec • Louisiana

THIS SUBORDINATION AGREEMENT dated as of SEPTEMBER 17, 2008 (as the same may be amended, modified or restated from time to time, this "Agreement"), is by and among (a) ROBERT SORRENTINO (“Subordinate Lender”), (b) THERMO CREDIT, LLC, a Colorado limited liability company (together with its successors and assigns, “Senior Lender”), and (c) UNITED ESYSTEMS, INC., a Nevada corporation (“ESystems”), NETCOM DATA SOUTHERN CORP., a Georgia corporation (“Southern”), NETCOM DATA CORP., a Georgia corporation (“Netcom”)and UNITED CHECK SERVICES, L.L.C., a Louisiana limited liability company (“Check Services” and together with ESystems, Southern and Netcom, jointly, severally and in solido, “Debtor”).

AMENDMENT TO AGREEMENTS
Loan, Pledge and Security Agreement • March 31st, 2009 • United eSystems, Inc. • Functions related to depository banking, nec

This Amendment to the Loan, Pledge and Security Agreement and related Promissory Note, as of March 17, 2009 is made by and between Thermo Credit, LLC (hereinafter referred to as the “Secured Party”) and United eSystems, Inc., Netcom Data Southern Corp., Netcom Data Corp., and United Check Services, LLC ( jointly, severally and in solido “Debtor”), who hereby agree as follows:

REAL ESTATE LEASE
Real Estate Lease • August 12th, 2005 • United eSystems, Inc. • Telephone communications (no radiotelephone) • Mississippi

This Lease Agreement (this "Lease") is dated February 17, 2005, by and between Marston Lee and Kathy P Rogers ("Landlord"), and United Check Services, LLC ("Tenant"). The parties agree as follows:

CONTRIBUTION AGREEMENT
Contribution Agreement • July 21st, 2004 • Riverbend Telecom Inc • Telephone communications (no radiotelephone) • Louisiana

This Contribution Agreement (this “Agreement”) is dated July 14, 2004, between Riverbend Telecom, Inc., a Nevada corporation (“Riverbend”), Riverbend Holdings, Inc., a Colorado corporation that is a subsidiary of Riverbend (“RiverbendSpin”), Leon Nowalsky, an individual (“Nowalsky”) and solely for purposes of his obligations under Section 4 and Section 13(b) hereof, and all of the equity owners (the “United Members”) of United Check Services, L.L.C., a Louisiana limited liability company (“United”).

ASSIGNMENT
Assignment • April 14th, 2004 • Riverbend Telecom Inc • Telephone communications (no radiotelephone)

For good and valuable consideration, the sufficiency of which each party acknowledges through their signature hereunder, Ava Rosenberg agrees to assign and transfer and Riverbend Telecom and Riverbend agrees to accept such assignment and transfer of that certain Agent Agreement dated July 30, 2002, together with all obligations and responsibilities thereunder.

AMENDMENT No. 1 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 3rd, 2012 • United eSystems, Inc. • Functions related to depository banking, nec • Louisiana

THIS AMENDMENT No. 1 to the Loan and Security Agreement (this “Amendment”) dated as of June 30, 2012, (the “Effective Date”) is by and among Gordon Dumont (“Lender”) (as successor to the Loan and Security Agreement and Promissory Note (collectively “Agreement”) originally entered into by and between Robert J. Sorrentino (“Original Lender”) and United eSystems, Inc. (“Debtor”) and which was thereafter acquired by Gordon Dumont by virtue of the Bill of Sale of Loan and Security Agreement dated of even date herewith by and between Gordon Dumont (“New Lender”) Robert J. Sorrentino and United eSystems, Inc., a Nevada corporation hereinafter referred to as “Debtor”.

SERVICE AGREEMENT
Service Agreement • September 23rd, 2008 • United eSystems, Inc. • Functions related to depository banking, nec • North Carolina

THIS SERVICE AGREEMENT (the "Agreement") is entered into this 31st day of July, 2008 and shall become effective upon the date the Transaction, as described below, is consummated (the “Effective Date”), by and between LaSalle Bank, N.A., a national banking association, with offices located at 101 S. Tryon Street, Charlotte, NC 28255 ("Bank") and Netcom Data Corp., a Georgia Corporation, located at 980 Canton Street, Suite D, Roswell, GA 30075 ("Company").

This Agreement is made this 1st date of January, 2003, by and between Ava Rosenberg and Riverbend Telecom, Inc. (“Riverbend”). For and in consideration of Riverbend taking over the management of the Agent business developed by Ava Rosenberg which...
Commission Agreement • April 14th, 2004 • Riverbend Telecom Inc • Telephone communications (no radiotelephone)

This Agreement is for a term of five (5) years and can be extended for two (2) additional five-year periods of five (5) years by mutual agreement of the parties.

PLEDGE AND CONTROL AGREEMENT
Pledge and Control Agreement • September 23rd, 2008 • United eSystems, Inc. • Functions related to depository banking, nec • Louisiana

THIS PLEDGE AND CONTROL AGREEMENT dated as of SEPTEMBER 17, 2008 (as amended, modified or restated from time to time, this “Agreement”), is by and among (a) THERMO CREDIT, LLC, a Colorado limited liability company (together with its successors and assigns, “Lender”); and (b) LEON NOWALSKY, an individual residing in the State of Louisiana (“Nowalsky”), and ROBERT SORRENTINO, an individual residing in the State of Florida (“Sorrentino” and together with Nowalsky, jointly, severally and in solido, “Pledgor”).

BILL OF SALE OF LOAN AND SECURITY AGREEMENT
Bill of Sale • July 3rd, 2012 • United eSystems, Inc. • Functions related to depository banking, nec

This Bill of Sale is delivered as of this 29th day of June , 2012, by Robert J. Sorrentino, an individual residing in the State of Florida (“Seller”), to Gordon Dumont, an individual residing in the State of Louisiana (“Buyer”).

NAS AGENCY AGREEMENT
Nas Agency Agreement • April 14th, 2004 • Riverbend Telecom Inc • Telephone communications (no radiotelephone) • New Jersey

THIS NAS AGENCY AGREEMENT (this “Agreement”) made this 30th day of July, 2002 between Norcom Agency Services, Inc., a Florida corporation (“NAS”) with offices located at 40 S.E. 5th Street, Suite 500, Boca Raton, Florida 33432 and Ava Rosenberg, a Sole Proprietor (“Agent”), with offices located at 826 Barrack Street, New Orleans, LA 70116.

SIXTH AMENDMENT TO AGREEMENTS
Loan, Pledge and Security Agreement • December 21st, 2011 • United eSystems, Inc. • Functions related to depository banking, nec • Louisiana

THIS SIXTH AMENDMENT TO AGREEMENTS (this “Amendment”) is entered into as of December 19, 2011 by and among THERMO CREDIT, LLC, a Colorado limited liability company (together with its successors and assigns, the “Lender”), UNITED ESYSTEMS, INC., a Nevada corporation (“ESystems”), NETCOM DATA SOUTHERN CORP., a Georgia corporation (“Southern”), NETCOM DATA CORP., a Georgia corporation (“Netcom”), and United Check Services, L.L.C., a Louisiana limited liability company (“UCS”; UCS, ESystems, Southern, and Netcom are sometimes hereinafter referred to each individually as a “Debtor” and together collectively, as the “Debtors”) with respect to (i) the Loan, Pledge and Security Agreement entered into as of September 17, 2008 by and among the Lender and the Debtors (as the same has been amended and/or supplemented from time to time and as the same may be further amended, supplemented, restated, or otherwise modified from time to time (the “Agreement”)) and (i) the Promissory Note dated Septembe

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NON-COMPETITION, CONFIDENTIALITY, AND NON-SOLICITATION AGREEMENT
Non-Competition, Confidentiality, and Non-Solicitation Agreement • May 15th, 2009 • United eSystems, Inc. • Functions related to depository banking, nec • Louisiana

THIS NON-COMPETITION, CONFIDENTIALITY, AND NON-SOLICITATION AGREEMENT (the “Agreement”) is dated August 22, 2008, between United E-Systems, a Nevada corporation (“Buyer”), Netcom Data Southern Corp., a Georgia corporation (“Company”), and William R. Plummer (“Employee”).

LOAN, PLEDGE AND SECURITY AGREEMENT
Loan Agreement • September 23rd, 2008 • United eSystems, Inc. • Functions related to depository banking, nec

THIS LOAN. PLEDGE AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this “Agreement”) dated as of SEPTEMBER 17, 2008 (the “Closing Date”), will serve to set forth the terms of the Credit Facility by and among (a) THERMO CREDIT, LLC, a Colorado limited liability company (together with its successors and assigns, “Lender”); and (b) UNITED ESYSTEMS, INC., a Nevada corporation (“ESystems”), NETCOM DATA SOUTHERN CORP., a Georgia corporation (“Southern”), NETCOM DATA CORP., a Georgia corporation (“Netcom”) and UNITED CHECK SERVICES, L.L.C., a Louisiana limited liability company (“Check Services” and together with ESystem, Southern and Netcom, jointly, severally and in solido, “Debtor”).

AMENDMENT TO AGREEMENT
Unsecured Promissory Note • August 24th, 2009 • United eSystems, Inc. • Functions related to depository banking, nec

This Amendment to the Unsecured Promissory Note, as of August 23, 2009, is made by and between Mr. William Plummer et al (hereinafter referred to as the “Maker”) and United eSystems, Inc. (”Debtor”) who hereby agree as follows:

AMENDMENT TO AGREEMENTS
Security Agreement and Promissory Note • August 14th, 2009 • United eSystems, Inc. • Functions related to depository banking, nec

This Amendment to the Security Agreement and related Promissory Note, as of May 27, 2009, is made by and between Robert J. Sorrentino (hereinafter referred to as the “Secured Party”) and United eSystems, Inc. who hereby agree as follows:

AGREEMENT TO PROVICE INSURANCE
Insurance Agreement • December 21st, 2011 • United eSystems, Inc. • Functions related to depository banking, nec

Principal $300,000.00 Loan Date 11-22-2011 Maturity 11-22-2012 Loan No. Call / Coll Account Officer Initials References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.

REAL ESTATE LEASE RENEWAL
Real Estate Lease Renewal • August 13th, 2008 • United eSystems, Inc. • Functions related to depository banking, nec

This Lease Addendum is dated 3-17-2008, by and between Marston Lee and Kathy P. Rogers (“Landlord”), and United Check Services, LLC (“Tenant”). The parties agree as follows:

AMENDMENT TO AGREEMENT
Unsecured Promissory Note • April 13th, 2011 • United eSystems, Inc. • Functions related to depository banking, nec

This Amendment to the Unsecured Promissory Note, as of April 8, 2011, is made by and between Mr. William Plummer et al (hereinafter referred to as the “Maker”) and United eSystems, Inc. (”Debtor”) who hereby agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • May 15th, 2009 • United eSystems, Inc. • Functions related to depository banking, nec • Louisiana

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of August 22, 2008 between Netcom Data Southern Corp., a Georgia corporation (“Company”) and William R. Plummer (“Employee”).

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