EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 24th, 2010 • Inferx Corp • Services-computer programming, data processing, etc. • Virginia
This Executive Employment Agreement (this “Agreement”) is made as of the 15th day of December, 2009 by and between InferX Corp., a Delaware corporation (the “Company”), and Raimondo G. Piluso, a natural person, residing in the Commonwealth of Virginia (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 16th, 2006 • Inferx Corp • Blank checks • Virginia
This Executive Employment Agreement (this “Agreement”) is made as of the 15th day of November, 2006 by and between InferX Corporation, a Delaware corporation (the “Company”), and Scott Brian Parliament, a natural person, residing in the Commonwealth of Virginia (“Executive”).
CLASS B WARRANT TO PURCHASE COMMON STOCK OF INFERX CORPORATIONWarrant Agreement • October 30th, 2006 • Inferx Corp • Blank checks • Delaware
This certifies that or registered assigns (the “Warrant Holder” is entitled, subject to the terms and conditions of this Warrant, to purchase from the Company at any time during the Exercise Period (defined below) and prior to October ___, 2011 (the “Expiration Date”) all, or any portion, of shares of Warrant Stock (as defined below) as may be purchased at a price per share equal to the Exercise Price (as defined below), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed exercise form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Exercise Price for the shares of Warrant Stock so purchased in lawful money of the United States.
SECURITY AGREEMENTSecurity Agreement • July 31st, 2008 • Inferx Corp • Services-computer programming, data processing, etc. • Delaware
THIS SECURITY AGREEMENT (this “Agreement”) is entered into and made effective as of July 25, 2008, by and between InferX Corporation, a Delaware corporation with its principal place of business located at 1600 International Drive, Suite 110, McLean, Virginia 22102 (the “Company”), and _____________ (“________”) a _____________ ___________, with its principal place of business located at ________________ and the other parties participating in the financing of the Company set forth in Exhibit B attached to this Agreement (the “Secured Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 24th, 2010 • Inferx Corp • Services-computer programming, data processing, etc. • Virginia
This Executive Employment Agreement (this “Agreement”) is made as of the 27th day of October, 2009 by and between InferX Corp., a Delaware corporation (the “Company”), and B.K. Gogia, a natural person, residing in the Commonwealth of Virginia (“Executive”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 3rd, 2006 • Inferx Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) entered into as of October 24, 2006, by and among BLACK NICKEL ACQUISITION CORP. I, a Delaware corporation (the “Target”), INFERX ACQUISITION CORP., a Virginia corporation and a wholly-owned subsidiary of the Target (the “Merger Sub”), and INFERX CORPORATION, a Virginia corporation (the “Company”). The Target, the Merger Sub and the Company each, individually, a “Party” or, collectively, the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2006 • Inferx Corp • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of the 24th day of October 2006, by and among Black Nickel Acquisition Corp. I, a Delaware corporation (the “Company”), the security holders set forth in Schedule I attached hereto (collectively, the “Investors” and each individually, an “Investor”), each of the Company’s founding stockholders set forth in Schedule II attached hereto (collectively, the “Founders”) and each of the shareholders set forth in Schedule III annexed hereto (the “Buyer Shareholders”), who acquired shares of Common Stock (defined hereafter) of the Company pursuant to the Merger (defined hereafter).
July 31, 2013Business Development and Services Agreement • August 6th, 2013 • Inferx Corp • Services-computer programming, data processing, etc.
Further to our recent discussions, I am pleased to propose the following Business Development and Services Agreement (the “Agreement”) to support our upcoming plans and meet our aggressive growth targets.
WARRANT TO PURCHASE COMMON STOCK OF INFERX CORPORATIONWarrant Agreement • July 31st, 2008 • Inferx Corp • Services-computer programming, data processing, etc. • Delaware
This certifies that ______________________________ or registered assigns (the “Warrant Holder” is entitled, subject to the terms and conditions of this Warrant, to purchase from the Company at any time during the Exercise Period (defined below) and prior to July 25, 2013 (the “Expiration Date”) all, or any portion, of the Warrant Stock (as defined below) as may be purchased at a price per share equal to the Exercise Price (as defined below), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed exercise form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Exercise Price for the shares of Warrant Stock so purchased in lawful money of the United States.
FIRST AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG INFERX CORPORATION IRUS ACQUISITION CORP. AND THE IRUS GROUP, INC. Dated as of June 15, 2009Agreement of Merger and Plan of Reorganization • June 16th, 2009 • Inferx Corp • Services-computer programming, data processing, etc. • Virginia
THIS FIRST AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of June 15, 2009 by and among InferX Corporation, a Delaware corporation (“Parent”), Irus Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Irus Acquisition Corp.”), and The Irus Group, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO DEBENTURE AND WARRANTSDebenture and Warrants • September 14th, 2011 • Inferx Corp • Services-computer programming, data processing, etc.
This Amendment (the “Amendment”), dated as of July 7, 2010, is made to the 8% Secured Convertible Debenture (the “Debenture”), and the Class B Common Stock purchase warrants (the “Warrants”) issued pursuant to the Securities Purchase Agreement dated as of December 29, 2009 (the “Purchase Agreement”), between InferX Corporation, Inc., a Delaware corporation (the “Company”) and the purchasers identified on the signatures pages thereto (the “Purchasers”).
CONSULTING AGREEMENTConsulting Agreement • December 18th, 2006 • Inferx Corp • Services-computer programming, data processing, etc. • Virginia
This Consulting Agreement (“Agreement”) is entered into this 5th day of December, 2006, by and between Michael D. Brown, (“Consultant”) and InferX Corporation, a Delaware corporation (the “Company”).
AMENDMENT TO DEBENTURE AND WARRANTSDebenture and Warrant Amendment • August 10th, 2010 • Inferx Corp • Services-computer programming, data processing, etc.
This Amendment (the “Amendment”), dated as of July 7, 2010, is made to the 8% Secured Convertible Debenture (the “Debenture”), and the Class B Common Stock purchase warrants (the “Warrants”) issued pursuant to the Securities Purchase Agreement dated as of December 29, 2009 (the “Purchase Agreement”), between InferX Corporation, Inc., a Delaware corporation (the “Company”) and the purchasers identified on the signatures pages thereto (the “Purchasers”).
SERVICE AGREEMENTService Agreement • December 18th, 2006 • Inferx Corp • Services-computer programming, data processing, etc. • Virginia
THIS AGREEMENT (the “Agreement”) is made and entered into this 16th day of November, 2006, by and between ELITE FINANCIAL COMMUNICATIONS GROUP, LLC, located at 605 Crescent Executive Court, Suite 124, Lake Mary, Florida 32746, (hereinafter referred to as “ELITE”) and INFERX CORPORATION, located at 1600 International Drive, Suite 110, McLean, VA 22102, (hereinafter referred to as the “Company”).
LETTER OF AGREEMENTConsulting Agreement • October 30th, 2006 • Inferx Corp • Blank checks
This letter serves as our revised agreement (“Revised Agreement”) to provide consulting services to InferX Corporation (InferX) for the period June 1, 2006, through September 30, 2006, and thereafter as provided in Section 2 below. Except as provided below, this Revised Agreement amends and replaces the original October 1, 2005 Letter of Agreement (the “First Agreement”), only to the extent of consulting services provided after May 31, 2006.
SECURITY AGREEMENTSecurity Agreement • December 31st, 2009 • Inferx Corp • Services-computer programming, data processing, etc. • New York
ContractMerger Agreement • March 18th, 2009 • Inferx Corp • Services-computer programming, data processing, etc. • Virginia
ContractConvertible Security Agreement • January 4th, 2010 • Inferx Corp • Services-computer programming, data processing, etc. • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
Form of Debenture and Warrant Purchase Agreement DEBENTURE AND WARRANT PURCHASE AGREEMENTDebenture and Warrant Purchase Agreement • December 31st, 2009 • Inferx Corp • Services-computer programming, data processing, etc. • New York
This Debenture and Warrant Purchase Agreement (this “Agreement”), dated as of December ___, 2009 is made by and between InferX Corporation, Inc., a Delaware corporation (the “Company”), and the Purchasers signatory hereto (collectively, the “Purchasers”).
ContractSublease Agreement • October 30th, 2006 • Inferx Corp • Blank checks
AGREEMENT OF SUBLEASE (“Sublease”), made as of this 26th day of November, 2002, by and between Arnold Worldwide, LLC. a Delaware limited liability company, hereinafter referred to as “Sublessor”, and Datamat Systems Research, Inc. a Virginia corporation, hereinafter referred to as “Sublessee”.
