ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 9th, 2012 • Midas Medici Group Holdings, Inc. • Services-prepackaged software • Minnesota
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 2, 2012, by and among Datalink Corporation, a Minnesota corporation (“Parent”), STI Acquisition Corp., a Minnesota corporation (“Buyer”), Strategic Technologies, Inc., a North Carolina corporation (the “Company”), Midas Medici Group Holdings, Inc., a Delaware corporation (“Seller Parent,” together with the Company, the “Sellers” and each a “Seller”). Article 9 contains definitions of certain capitalized terms.
Shares (Plus up to ______ Option Shares to cover over-allotments, if any.) MIDAS MEDICI GROUP HOLDINGS, INC. COMMON STOCK, PAR VALUE $.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2010 • Midas Medici Group Holdings, Inc. • Services-management consulting services • New York
Midas Medici Group Holdings, Inc., a Delaware corporation (the "COMPANY"), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in SCHEDULE I hereto (the "UNDERWRITERS"), for whom National Securities Corporation is serving as representative (the "REPRESENTATIVE"), an aggregate of up to [___________] shares (the "FIRM SHARES") of the Company's common stock, par value $.001 per share (the "COMMON STOCK"). If the Representative is the only firm named in SCHEDULE I hereto, then the terms "UNDERWRITERS" and “REPRESENTATIVE," as used herein, shall each be deemed to refer to such firm. The term "UNDERWRITER" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. Notwithstanding the foregoing, in the event that any Underwriter does not purchase the Shares contemplated hereby, the Representative shall be ultima
EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2009 • Midas Medici Group Holdings, Inc. • Blank checks • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of July 16th, 2009, by and between Midas Medici Group Holdings, Inc., a Delaware corporation (the “Company”), and Nana Baffour (the “Executive”).
MIDAS MEDICI GROUP HOLDINGS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • September 30th, 2009 • Midas Medici Group Holdings, Inc. • Services-management consulting services • New York
SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this 18th day of July, 2009, between Midas Medici Group Holdings, Inc., a Delaware corporation with offices located at 445 Park Avenue, New York, NY 10022 (the “Company”), and [*], an individual having an address at [*] (the “Subscriber”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2010 • Midas Medici Group Holdings, Inc. • Services-management consulting services • New York
THIS IS AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT, entered into as of April 30, 2010, by and between Midas Medici Group Holdings, Inc., a Delaware corporation (the “Company”), and Johnson M. Kachidza (the “Executive”) (the “Agreement”).
LIMITED LIABILITY COMPANY AGREEMENT OF THE INTELLIGENT PROJECT, LLCLimited Liability Company Agreement • November 3rd, 2009 • Midas Medici Group Holdings, Inc. • Services-management consulting services • New York
THE INTERESTS REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE DELAWARE SECURITIES ACT, OR ANY SIMILAR STATE STATUTE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AS PROVIDED IN THOSE STATUTES.
AMENDMENT TO THE RENTAL AGREEMENT OF CHATTELSRental Agreement of Chattels • February 7th, 2012 • Midas Medici Group Holdings, Inc. • Services-management consulting services
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 30th, 2009 • Midas Medici Group Holdings, Inc. • Services-management consulting services • Delaware
THIS MANAGEMENT SERVICES AGREEMENT is made and entered into as of this 1st day of July, 2009, by and between UTILIPOINT INTERNATIONAL, INC., a New Mexico corporation (“UtiliPoint”), and THE INTELLIGENT PROJECT, LLC, a Delaware limited liability company (“Subsidiary”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 14th, 2009 • Midas Medici Group Holdings, Inc. • Blank checks • New York
MIDAS MEDICI GROUP HOLDINGS, INC., a corporation formed pursuant to the laws of the State of Delaware and having an office for business located at 445 Park Avenue, New York, NY 10022
SECOND AMENDMENT TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 16th, 2012 • Midas Medici Group Holdings, Inc. • Services-prepackaged software
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2011 • Midas Medici Group Holdings, Inc. • Services-management consulting services • New York
THIS IS AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT, entered into as of September 20, 2011, by and between Midas Medici Group Holdings, Inc., a Delaware corporation (the “Company”), and Nana Baffour (the “Executive”) (the “Agreement”).
PRIVATE INSTRUMENT OF RENTAL AGREEMENT OF CHATTELS (Agreement 001)Rental Agreement of Chattels • February 7th, 2012 • Midas Medici Group Holdings, Inc. • Services-management consulting services
SUBORDINATION AND STANDSTILL AGREEMENTSubordination and Standstill Agreement • October 20th, 2009 • Midas Medici Group Holdings, Inc. • Services-management consulting services • Utah
THIS SUBORDINATION AND STANDSTILL AGREEMENT (this “Agreement”) is made as of October 14, 2009, by and between PROFICIO BANK, a Utah corporation (“Lender”), and the Bruce R. Robinson Trust under agreement dated March 27, 2006, Jon Brock, an individual, Robert C. Bellemare, an individual, and Knox Lawrence International, LLC, a Delaware limited liability company (each, a “Junior Creditor” and together the “Junior Creditors”).
SECURITIES PURCHASE AGREEMENT dated as of July 29, 2011 among MIDAS MEDICI GROUP HOLDINGS, INC. (the “Company”) CONSONUS TECHNOLOGIES, INC. STRATEGIC TECHNOLOGIES, INC. WEATHERWISE USA, INC. (the “Subsidiaries”), and THE PURCHASERS NAMED HEREIN (the...Securities Purchase Agreement • August 4th, 2011 • Midas Medici Group Holdings, Inc. • Services-management consulting services • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”) dated as of July 29, 2011, among Midas Medici Group Holdings, Inc., a Delaware corporation (the “Company”), Consonus Technologies, Inc. (“CTI”), a Delaware corporation and wholly-owned subsidiary of the Company, Strategic Technologies, Inc. (“STI”), a North Carolina corporation and wholly-owned subsidiary of CTI, and WeatherWise USA, Inc. (“WWUSA”), a Delaware corporation and wholly-owned subsidiary of Utilipoint Analytics, Inc., which is a wholly-owned subsidiary of the Company (CTI, STI and WWUSA are hereinafter referred to as the “Subsidiaries”), Knox Lawrence International, LLC, a Delaware limited liability company (“Agent”), and the Purchasers listed on Schedule I (collectively, the “Purchasers”).
AMENDMENT AGREEMENTStock Purchase Agreement • August 4th, 2011 • Midas Medici Group Holdings, Inc. • Services-management consulting services
AMENDMENT No. 1 (this “Amendment”), dated as of August 1, 2011, to the STOCK PURCHASE AGREEMENT (the “Stock Purchase Agreement”) dated as of the 15th day of July, 2011 (the “Effective Date”), by and among MIDAS MEDICI GROUP HOLDINGS, INC., a Delaware corporation (the “Buyer”), CAIRENE INVESTMENTS LTD., a company organized under the laws of the British Virgin Islands (the “Seller”) TADEU VANI FUCCI, an individual (“T. Fucci”), ANTONIO FONTE, an individual (“A. Fonte”), and IOCO SAUKAS, an individual (“I. Saukas”), (T. Fucci, A. Fonte, and I. Saukas are sometimes referred to herein singly as a “Shareholder” and together as the “Shareholders”), CIMCORP, INC., a company organized under the laws of the Cayman Islands, CIMCORP COMÉRCIO INTERNACIONAL E INFORMÁTICA S.A., a Brazilian sociedade anônima, CIMCORP COMÉRCIO E SERVIÇOS TECNOLÓGICOS E INFORMÁTICA LTDA., a Brazilian limitada, CIMCORP USA, LLC, a Florida limited liability company (together, the “Companies”), and JURI SAUKAS (“J. Saukas”
EXPENSE REIMBURSEMENT AGREEMENTExpense Reimbursement Agreement • September 30th, 2009 • Midas Medici Group Holdings, Inc. • Services-management consulting services • New York
THIS EXPENSE REIMBURSEMENT AGREEMENT is made and entered into as of this 7th day of August, 2009, by and between KNOX LAWRENCE INTERNATIONAL, LLC, a Delaware limited liability company (“KLI”), and MIDAS MEDICI GROUP HOLDINGS, INC., a Delaware corporation (“MMGH”) and its successors.
ASSET PURCHASE AGREEMENT by and among VIAWEST, INC. VW ACQUISITION CORP. CONSONUS TECHNOLOGIES, INC. and CONSONUS ACQUISITION CORP. Dated as of October 1, 2010Asset Purchase Agreement • December 30th, 2010 • Midas Medici Group Holdings, Inc. • Services-management consulting services • Delaware
PAGE ARTICLE I DEFINITIONS 1.1 Definitions 3 ARTICLE II PURCHASE AND SALE; CLOSING 2.1 Purchase and Sale of Assets 11 2.2 Assumption and Exclusion of Liabilities 13 2.3 Closing Date Purchase Price; Pre-Closing Statement 14 2.4 Closing 14 2.5 Closing Date Purchase Price Reconciliation 15 2.6 Allocation of Purchase Price 16 2.7 Earn-Out 16 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT 3.1 Due Organization and Good Standing of Seller 18 3.2 Authorization of Transaction by Seller 18 3.3 Capitalization; Ownership of Equity Interests 18 3.4 Governmental Approvals 18 3.5 No Conflict or Violation 18 3.6 Financial Statements 19 3.7 No Undisclosed Liabilities 19 3.8 Absence of Certain Changes 19 3.9 Legal Proceedings 19 3.10 Purchased Assets 19 3.11 Real Property 20 3.12 Taxes 21 3.13 Specified Company Contracts 21 3.14 Labor 22 3.15 Compliance With Law; Permits 22 3.16 Employee Benefit Plans 22 3.17 Intellectual Property 23 3.18 Environmental Matters 24 3.19 Insurance 24 3.20
Agreement to be Bound to the Limited Liability Company Agreement of The Intelligent Project, LLC July 1, 2009Agreement to Be Bound • September 30th, 2009 • Midas Medici Group Holdings, Inc. • Services-management consulting services
Reference is hereby made to that certain Limited Liability Company Agreement dated as of May 22, 2009 (as amended and in effect from time to time, the “LLC Agreement”), among The Intelligent Project, LLC, a Delaware limited liability company (the “Company”), and the Members (as defined therein).
RETURN TO TREASURY AGREEMENTReturn to Treasury Agreement • July 31st, 2009 • Midas Medici Group Holdings, Inc. • Blank checks
Midas Medici Group Holdings, Inc., a corporation formed pursuant to the laws of the State of Delaware and having an office for business at 445 Park Avenue, 20th Flr. New York, New York 10022 (the “Company”)
Commercial Lease Agreement - Legal Entity Agreement No.: 001239613Commercial Lease Agreement • February 7th, 2012 • Midas Medici Group Holdings, Inc. • Services-management consulting services
MANAGEMENT AGREEMENTManagement Agreement • September 30th, 2009 • Midas Medici Group Holdings, Inc. • Services-management consulting services • New York
THIS MANAGEMENT AGREEMENT (this "Agreement") is executed as of the 23rd day of July 2007 (the "Effective Date"), by and between Knox Lawrence International, LLC ("Manager"), a Delaware limited liability company, and Utilipoint International, Inc. ("Company"), a New Mexico Corporation.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 21st, 2009 • Mondo Acquisition I, Inc. • Blank checks • New York
This STOCK PURCHASE AGREEMENT (“Agreement”), dated as of the 15th day of May, 2009, is entered by and between Midas Medici Group Holdings Inc., having an address at 445 Park Avenue, 20th Floor, New York, New York 10022 (the “Purchaser”), Mondo Management Corp., a New York corporation (“Seller”), and Mondo Acquisition I, Inc., a Delaware corporation (the “Issuer”).
REVOLVING LOAN AGREEMENTRevolving Loan Agreement • October 20th, 2009 • Midas Medici Group Holdings, Inc. • Services-management consulting services • Utah
THIS REVOLVING LOAN AGREEMENT (this “Agreement) dated as of October 14, 2009 (the “Closing Date”), is made by and between and among MIDAS MEDICI GROUP HOLDINGS, INC., a Delaware corporation (“Midas Medici”), and UTILIPOINT INTERNATIONAL, INC., a New Mexico corporation (“Utilipoint”) (Midas Medici and Utilipoint are hereinafter collectively referred to as “Borrower”) and PROFICIO BANK, a Utah corporation (“Bank”).
REVOLVING LINE OF CREDIT LOAN AGREEMENTRevolving Line of Credit Loan Agreement • April 16th, 2012 • Midas Medici Group Holdings, Inc. • Services-prepackaged software • New York
THIS REVOLVING LINE OF CREDIT LOAN AGREEMENT (this “Agreement”) is made as of April 15, 2012 (the “Effective Date”), by and between Midas Medici Group Holdings, Inc., a Delaware corporation (“Debtor”), Knox Lawrence International, LLC, a Delaware limited liability company (“KLI”), and Ouotidian Capital, LLC, a Delaware limited liability company corporation (“Quotidian”, and together with KLI, the “Lender”).
SECURITY AGREEMENTSecurity Agreement • October 20th, 2009 • Midas Medici Group Holdings, Inc. • Services-management consulting services • Utah
This Security Agreement (this “Agreement”) is entered into as of October 14, 2009 by and between MIDAS MEDICI GROUP HOLDINGS, INC., a Delaware corporation (“Midas Medici”), UTILIPOINT INTERNATIONAL, INC., a New Mexico corporation (“Utilipoint”) (Midas Medici and Utilipoint, collectively, the “Borrower”), on the one hand, and PROFICIO BANK, a Utah corporation (the “Lender”), on the other hand.
AMENDMENT AND WAIVER NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 4th, 2010 • Midas Medici Group Holdings, Inc. • Services-management consulting services
MIDAS MEDICI GROUP HOLDINGS, INC., a corporation formed pursuant to the laws of the State of Delaware and having an office for business located at 445 Park Avenue, New York, NY 10022
Itaú Unibanco S.A Bank Credit Certificate Initial Credit Agreement In Deposit Checking Account (Cash Reserve - Pre-A)Bank Credit Certificate • February 7th, 2012 • Midas Medici Group Holdings, Inc. • Services-management consulting services
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2011 • Midas Medici Group Holdings, Inc. • Services-management consulting services • New York
THIS IS AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT, entered into as of September 20, 2011, by and between Midas Medici Group Holdings, Inc., a Delaware corporation (the “Company”), and Johnson M. Kachidza (the “Executive”) (the “Agreement”).
NON-RESIDENTIAL LEASE AGREEMENTNon-Residential Lease Agreement • May 17th, 2012 • Midas Medici Group Holdings, Inc. • Services-prepackaged software
Through this private instrument and in the best form of law, the qualified parties in the preamble enter into by this lease which shall be established and governed by the following terms and conditions:
THIRD AMENDMENT TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 23rd, 2012 • Midas Medici Group Holdings, Inc. • Services-prepackaged software
AMENDMENT No. 3 (this “Amendment”), dated as of July 17, 2012 to the STOCK PURCHASE AGREEMENT (the “Stock Purchase Agreement”) dated as of the 15th day of July, 2011 (the “Effective Date”), by and among MIDAS MEDICI GROUP HOLDINGS, INC., a Delaware corporation (the “Buyer”), CAIRENE INVESTMENTS LTD., a company organized under the laws of the British Virgin Islands (the “Seller”) TADEU VANI FUCCI, an individual (“T. Fucci”), ANTONIO FONTE, an individual (“A. Fonte”), and IOCO SAUKAS, an individual (“I. Saukas”), (T. Fucci, A. Fonte, and I. Saukas are sometimes referred to herein singly as a “Shareholder” and together as the “Shareholders”), CIMCORP, INC., a company organized under the laws of the Cayman Islands, CIMCORP COMÉRCIO INTERNACIONAL E INFORMÁTICA S.A., a Brazilian sociedade anônima, CIMCORP COMÉRCIO E SERVIÇOS TECNOLÓGICOS E INFORMÁTICA LTDA., a Brazilian limitada, CIMCORP USA, LLC, a Florida limited liability company (together, the “Companies”), and JURI SAUKAS (“J. Saukas”)
ContractCredit Opening Agreement • February 7th, 2012 • Midas Medici Group Holdings, Inc. • Services-management consulting services
Continuance of the CREDIT OPENING AGREEMENT - BB GIRO EMPRESA FLEX No. xxx, entered into by and between CIMCORP COMERCIO INTERNACIONAL E INFORMATICA SA and Banco do Brasil S.A., in the amount of R$3,400,000.00, with final expiration on September 03, 2012.
DELTA CONSULTORIA DE IMÓVEIS LTDA (DELTA REAL ESTATE CONSULTING LTD)Non-Residential Lease Contract • May 17th, 2012 • Midas Medici Group Holdings, Inc. • Services-prepackaged software
ZADROZNY & ZADROZNY CONSULTORIA LTDA, with headquarters in this city at Rua Pedro I n° 07 - Sala 806 - Centro - RJ, CNPJ under no. [---], herein represented according to its acts of incorporation, hereinafter referred to"LESSOR", agrees to enter into with the company CINCORP COMЙRCIO INTERNACIONAL E INFORMБTICA LTDA, headquartered at Rua Lauro Muller n° 116 - sala 607 - Edifício Rio Sul Center - Botafogo - RJ, CNPJ under no. [---], herein represented according to its acts of incorporation, hereinafter referred to "LESSEE.
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • September 30th, 2009 • Midas Medici Group Holdings, Inc. • Services-management consulting services
For a period of up to two (2) months after the date hereof, the undersigned hereby subscribes to purchase the no par value common stock of UtiliPoint International, Inc. in such amounts and at such times as the Subscriber (or its Permitted Transferees as defined in the Stockholders Agreement) determines, in its sole discretion, up to the maximum consideration and number of shares set forth opposite its name below.
MIDAS MEDICI GROUP HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2010 • Midas Medici Group Holdings, Inc. • Services-management consulting services • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of _______, 2010, by and among MIDAS MEDICI GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), and each of the undersigned holders of certain warrants to purchase common stock of the Company together with the holder’s qualifying transferees (the “Holders”).
CAPITAL COMMITMENT AGREEMENTCapital Commitment Agreement • September 30th, 2009 • Midas Medici Group Holdings, Inc. • Services-management consulting services • Delaware
UtiliPoint International, Inc., a New Mexico corporation (“UtiliPoint”) has contributed and shall continue to contribute monies to The Intelligent Project, LLC, a Delaware limited liability company (the “Company”) in such amounts and at such times as the Company determines, in its sole discretion, up to the sum of $200,000. On the date hereof, UtiliPoint has advanced the sum of $0.
