ContractWarrant Agreement • June 14th, 2007 • Intelligentias, Inc. • Services-business services, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2006 • Merchandise Creations, Inc. • Services-business services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 7, 2006, by and among Merchandise Creations, Inc., a Nevada corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of June 13, 2007 by and among INTELLIGENTIAS, INC. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • June 14th, 2007 • Intelligentias, Inc. • Services-business services, nec • New York
This NOTE AND WARRANT PURCHASE AGREEMENT dated as of June 13, 2007 (this “Agreement”) by and among Intelligentias, Inc., a Nevada corporation (the “Company”), and each of the purchasers of the senior secured promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 23rd, 2007 • Intelligentias, Inc. • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), is dated as of October 19, 2007, by and among Intelligentias, Inc., a Nevada corporation (the “Company”) and the investors listed on Exhibit A hereto (each an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • June 14th, 2007 • Intelligentias, Inc. • Services-business services, nec • New York
WHEREAS, Grantor has issued or will issue a senior secured promissory note to the Secured Parties (the“Note”) pursuant to a Note and Warrant Purchase Agreement, dated as of June 13, 2007 (the “Purchase Agreement”), by and among Grantor and the Secured Parties; and
ESCROW AGREEMENTEscrow Agreement • December 12th, 2006 • Merchandise Creations, Inc. • Services-business services, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of December 7, 2006, by and among Merchandise Creations, Inc., a Nevada corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“Vision”) and the other purchasers signatory hereto (collectively with Vision, the “Purchasers”), and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2008 • Intelligentias, Inc. • Services-business services, nec
THIS AGREEMENT is entered into as of the 16th day of August, 2007 (the "Effective Date"), by and between Thomas A. Spanier (the "Executive"), an individual, and Intelligentias, Inc., a Nevada corporation (the "Company").The Executive and the Company are hereinafter sometimes referred to collectively as the "Parties" and individually as a "Party."
TERMINATION AND RELEASETermination and Release • May 20th, 2008 • Intelligentias, Inc. • Services-business services, nec • California
THIS TERMINATION AND RELEASE (this "Termination and Release"), dated as of April 13, 2008, is made by and among SysteamUS, Inc. ("SysteamUS"), the stockholder of Systeam Italy, SpA, an Italian corporation ("Systeam Italy"),and Intelligentias, Inc., a Nevada corporation ("Intelligentias").SysteamUS and Intelligentias are sometimes hereinafter referred to individually as a "Party" and collectively, as the "Parties."
INTELLIGENTIAS, INC. WARRANTSecurities Agreement • October 23rd, 2007 • Intelligentias, Inc. • Services-business services, nec
Intelligentias, Inc., a Nevada corporation (the “Company”), hereby certifies that, for value received, or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price initially equal to $1.80 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time on or after the date hereof (the “Initial Exercise Date”) and through and including the date that is five (5) years after the date hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors identified therein (the “Purchase Agreement”). All such warrant
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2007 • Intelligentias, Inc. • Services-business services, nec • California
THIS Indemnification Agreement (this “Agreement”) is entered into as of the 16th day of April, 2007 (the “Effective Date”), by Intellegentias, Inc., a Nevada corporation, (the "Company") and Lewis W. Moorehead, (the "Indemnified Party" or “Indemnitee” and, together with any other persons entitled to indemnification by the Company pursuant to any term or provision of this Agreement, the “Indemnified Parties” or “Indemnitees. This Agreement shall become effective upon the signing of Employment Agreement of even date herewith. The Company and the Indemnified Party are hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party.”
RICHARD LUSK CONSULTING SERVICES AGREEMENTConsulting Services Agreement • April 15th, 2008 • Intelligentias, Inc. • Services-business services, nec • California
THIS Consulting Services Agreement ("Agreement") is between Intelligentias, Inc., a Nevada corporation, (hereinafter referred to as the "COMPANY"), and Richard Lusk, an individual, (hereinafter referred to as the "CONSULTANT"). The COMPANY and the CONSULTANT are hereinafter referred to collectively as the "Parties" and individually as a "Party".
STOCK OPTION AGREEMENTStock Option Agreement • May 15th, 2007 • Intelligentias, Inc. • Services-business services, nec • Nevada
This Stock Option Agreement (“Agreement”) is made and entered into as of April 16, 2007 (the “Effective Date”), by Intelligentias, Inc., a Nevada corporation (the “Company”) and Lewis W. Moorehead (“Moorehead”) with reference to the following facts:
STOCK PURCHASE AGREEMENT BETWEENStock Purchase Agreement • April 30th, 2007 • Intelligentias, Inc. • Services-business services, nec • California
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made this 26th day of April, 2007, by and between Intelligentias, Inc., a Nevada corporation (“Intelligentias”), and Systeam US, Inc. (“SysteamUS”), the sole stockholder of Systeam Italy, SpA, an Italian corporation (“Systeam Italy”).
STOCK SALE AGREEMENTStock Sale Agreement • June 12th, 2007 • Intelligentias, Inc. • Services-business services, nec • California
THIS Stock Sale Agreement (hereinafter referred to as the “Agreement”) is dated as of June 07th , 2007 (the “Effective Date”), by and between VMH GmbH, Teufstettener Str. 3, 85459 Woerth, (“Seller A”), a German corporation wholly owned and solely represented by Mr. Paul Hoffmann and Mrs. Lydia Krowka, Curd-Juergens-Str. 2, 81739 Muenchen (“Seller B,” and, collectively with Seller A, the “Sellers” and individually each a “Seller”), Intelligentias, Inc., a Nevada corporation (the “Buyer” or “Intelligentias”) and Datakom Gesellschaft fuer Datenkommunikation mbH, a German corporation (the “Company”). The Seller, the Buyer, and the Company are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party.”
AMENDMENT TO WARRANTS TO PURCHASE COMMON STOCKWarrant Amendment • August 20th, 2007 • Intelligentias, Inc. • Services-business services, nec • New York
THIS AMENDMENT, dated August 15, 2007 (this “Amendment”), between Intelligentias, Inc. (formerly Merchandise Creations, Inc.), a Nevada corporation (the “Company”), and Vision Opportunity Master Fund, Ltd. (“Vision”).
TERMINATION AND RELEASETermination and Release • March 28th, 2008 • Intelligentias, Inc. • Services-business services, nec • California
THIS TERMINATION AND RELEASE (this “Termination and Release”), dated as of February 28, 2008, is made by and among VMH GmbH, a German corporation (“VMH”), Lydia Krowka (“Krowka”), Datakom Gesellschaft fuer Datenkommunikation mbH, a German corporation (“Datakom”), and Intelligentias, Inc., a Nevada corporation (“Intelligentias”). VMH, Krowka, Datakom and Intelligentias are sometimes hereinafter referred to individually as a “Party” and collectively, as the “Parties.”
BUSINESS COOPERATION AGREEMENTBusiness Cooperation Agreement • March 28th, 2008 • Intelligentias, Inc. • Services-business services, nec • California
This BUSINESS COOPERATION AGREEMENT (the “Agreement”) is made as of this 28th day of February, 2008, by and between Intelligentias, Inc., a Nevada corporation (“Intelligentias”), and Datakom Gesellschaft fuer Datenkommunikation mbH, a German corporation (“Datakom”).
SUBSCRIPTION AGREEMENT - Merchandise Creations, Inc.Subscription Agreement • September 20th, 2005 • Merchandise Creations, Inc. • Wholesale-apparel, piece goods & notions
LIMITED ASSETS PURCHASE AGREEMENTLimited Assets Purchase Agreement • December 14th, 2006 • Merchandise Creations, Inc. • Services-business services, nec • California
THIS Limited Assets Purchase Agreement (the “Agreement”) dated as of December __, 2006 (the “Effective Date”), is by and between SysteamUS, Inc., a California corporation (“SysteamUS” or the “Seller”), Systeam Italy, SpA, an Italian corporation (“Systeam Italy”), and Merchandise Creations, Inc., a Nevada corporation (“Merchandise Creations” or “Buyer”). SysteamUS, Systeam Italy and Merchandise Creations are hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party.”
CONSULTANCY AGREEMENTConsultancy Agreement • April 15th, 2008 • Intelligentias, Inc. • Services-business services, nec
The Consultant has agreed to provide certain consultancy services to the Company in connection with the business of the Company , which is a world wide group of data intelligence companies that market Homeland Security products to law enforcement agencies , Telco's ISP's and Enterprises all over the world (the "Business").
VISION OPPORTUNITY MASTER FUND, LTD.Note and Warrant Purchase Agreement • March 22nd, 2007 • Intelligentias, Inc. • Services-business services, nec
Reference is made to (i) the Note and Warrant Purchase Agreement dated as of December 7, 2006 (the “Purchase Agreement”) by and between Intelligentias, Inc. (formerly Merchandise Creations, Inc.), a Nevada corporation (the “Company”), and Vision Opportunity Master Fund, Ltd. (the “Investor”), pursuant to which the Investor purchased from the Company a secured convertible promissory note in the principal amount of $8,000,000 (the “Note”) and a Series A Warrant, Series J Warrant and Series B Warrant (collectively, the “Warrants”), as described in the Purchase Agreement, and (ii) the Registration Rights Agreement dated as of December 7, 2006 by and between the Company and the Investor (the “Registration Rights Agreement”, and, together with the Purchase Agreement, the Warrants and the other transaction documents set forth in the Purchase Agreement, the “Transaction Documents”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the applicab
Re: Note and Warrant FinancingNote and Warrant Purchase Agreement • December 19th, 2006 • Merchandise Creations, Inc. • Services-business services, nec
Reference is made to (i) the Note and Warrant Purchase Agreement dated as of December 7, 2006 (the “Purchase Agreement”) by and between Merchandise Creations, Inc., a Nevada corporation (the “Company”), and Vision Opportunity Master Fund, Ltd. (the “Investor”), pursuant to which the Investor purchased from the Company a secured convertible promissory note (the “Note”) and a Series A Warrant, Series J Warrant and Series B Warrant (collectively, the “Warrants”), as described in the Purchase Agreement, and (ii) the Registration Rights Agreement dated as of December 7, 2006 by and between the Company and the Investor (the “Registration Rights Agreement”, and, together with the Purchase Agreement, the Warrants and the other transaction documents listed in the Purchase Agreement, the “Transaction Documents”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the applicable Transaction Documents.
Date: 12-01-2004 Merchandise Creations, Inc.Vendor / Client Agreement • April 29th, 2005 • Merchandise Creations, Inc.
This Vendor /Client Agreement ("Agreement") is made at the place and on the date given between Merchandise Creations, Inc., a corporation registered and operating under the laws of the State of Nevada and having its principal offices at 4704 Towne Square Drive #2626, Plano, Texas 75024 and Tommy Alverson, (" the Client"), currently residing at ( Address, City, State, Zip ) 3910 Cedarwood Ct Arlington Texas 76017 and
Merchandise Creations, Inc.Consignment Agreement • April 29th, 2005 • Merchandise Creations, Inc.
This Principal /Consignee Agreement ("Agreement") is made at the place and on the date first given between Merchandise Creations, Inc. ("Principal"), a corporation registered and operating under the laws of the State of Nevada and having its principal offices at 4704 Towne Square Drive #2626, Plano, Texas and Missing Link Group, LLC, currently operating in the State of Texas (" the Consignee"), and
