AGREEMENT AND PLAN OF MERGER AMONG COGNITRONICS CORPORATION TN ACQUISITION CORPORATION THINKENGINE NETWORKS, INC. THE PRINCIPAL SECURITYHOLDERS HEREIN AND ROBERT FLEMING, AS SECURITYHOLDERS' REPRESENTATIVE Dated as of October 28, 2005Merger Agreement • November 1st, 2005 • Cognitronics Corp • Telephone & telegraph apparatus • Delaware
EXHIBIT 10.2 ------------ Void after September 28, 2012 Warrant No. W-2 THIS SECURITY AND ANY SHARES ISSUED UPON THE EXERCISE OR CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),...Common Stock Purchase Warrant • October 1st, 2007 • Thinkengine Networks, Inc. • Telephone & telegraph apparatus • Delaware
EXHIBIT 10.1 ------------ LOAN AND SECURITY AGREEMENT NUMBER 1506 THIS LOAN AND SECURITY AGREEMENT is made by ThinkEngine Networks, Inc., a Delaware Corporation ("Debtor"), and VENCORE SOLUTIONS LLC, a Delaware Limited Liability Company ("Lender"). In...Loan and Security Agreement • January 22nd, 2007 • Thinkengine Networks, Inc. • Telephone & telegraph apparatus • Oregon
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2008 • Thinkengine Networks, Inc. • Telephone & telegraph apparatus
1 EXHIBIT 10.1 REVOLVING LOAN AGREEMENT THIS REVOLVING LOAN AGREEMENT (the "Agreement") is made this 8th day of September, 1995, by and between PEOPLE'S BANK, a banking corporation organized and existing under the laws of the State of Connecticut (the...Revolving Loan Agreement • October 30th, 1995 • Cognitronics Corp • Telephone & telegraph apparatus • Connecticut
RECITALS:Merger Agreement • January 4th, 2007 • Thinkengine Networks, Inc. • Telephone & telegraph apparatus • Delaware
EXHIBIT 10.2 ------------ NEGATIVE PLEDGE AGREEMENT This Negative Pledge Agreement is made as of January 16, 2007 ("Agreement"), by and between ThinkEngine Networks, Inc., a Delaware Corporation (the "Debtor") and VENCORE SOLUTIONS LLC, a Delaware...Negative Pledge Agreement • January 22nd, 2007 • Thinkengine Networks, Inc. • Telephone & telegraph apparatus
1 FIRST MODIFICATION TO COMMERCIAL REVOLVING PROMISSORY NOTE AND COMMERCIAL REVOLVING LOAN AND SECURITY AGREEMENTCommercial Revolving Loan and Security Agreement • November 16th, 1998 • Cognitronics Corp • Telephone & telegraph apparatus • Connecticut
ADDENDUM No. 2 TO EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • June 28th, 2005 • Cognitronics Corp • Telephone & telegraph apparatus
RECITALS:Director and Officer Indemnification Agreement • February 16th, 2007 • Thinkengine Networks, Inc. • Telephone & telegraph apparatus • Delaware
EXHIBIT 10.2 COGNITRONICS CORPORATION RESTRICTED STOCK AGREEMENT This Agreement (this "Agreement") is made as of November 21, 2006 (the "Date of Grant"), by and between Cognitronics Corporation, a New York corporation (the "Company"), and John...Restricted Stock Agreement • November 27th, 2006 • Cognitronics Corp • Telephone & telegraph apparatus • New York
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of August 16, 2006, by and between Cognitronics Corporation, a New York corporation (the "Company"), and Michael Mitchell (hereinafter called the "Employee"). WITNESSETH: WHEREAS,...Employment Agreement • August 16th, 2006 • Cognitronics Corp • Telephone & telegraph apparatus • Connecticut
Exhibit 10.3 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the "Agreement") executed on the 16th day of August, 2006, sets forth the terms of the agreement between Cognitronics Corporation ("Cognitronics" or the "Company")...Separation and Release Agreement • August 16th, 2006 • Cognitronics Corp • Telephone & telegraph apparatus • Connecticut
Cognitronics Corporation Garrett Sullivan and Silbury 307 Limited Share Sale Agreement Dacon Electronics PLCShare Sale Agreement • December 27th, 2005 • Cognitronics Corp • Telephone & telegraph apparatus • England
EXHIBIT 10.1 ------------ FINANCING AGREEMENT This Financing Agreement (the "Agreement"), dated as of September 28, 2007, is entered into by and between THINKENGINE NETWORKS, INC. ("Client"), and Sand Hill Finance, LLC ("SHF"). 1. PURCHASE OF...Financing Agreement • October 1st, 2007 • Thinkengine Networks, Inc. • Telephone & telegraph apparatus • California
1 COMMERCIAL REVOLVING LOAN AND SECURITY AGREEMENT THIS COMMERCIAL REVOLVING LOAN AND SECURITY AGREEMENT is dated July 31, 1997, by and among COGNITRONICS CORPORATION, a New York corporation with an office at 3 Corporate Drive, Danbury, Connecticut...Commercial Revolving Loan and Security Agreement • November 12th, 1997 • Cognitronics Corp • Telephone & telegraph apparatus • Connecticut
EXHIBIT 10.1 ------------ PAYMENT MODIFICATION AGREEMENT LOAN AND SECURITY AGREEMENT NUMBER 1506 PAYMENT MODIFICATION AGREEMENT ------------------------------ This Payment Modification Agreement entered into this 3rd day of June 2008, is by and...Payment Modification Agreement • June 5th, 2008 • Thinkengine Networks, Inc. • Telephone & telegraph apparatus
WITNESSETH:Employment Agreement • November 27th, 2006 • Cognitronics Corp • Telephone & telegraph apparatus • Connecticut
TO EXECUTIVE SERVICE AGREEMENT ADDENDUM, dated as of July 16, 1999, to amend the Executive Service Agreement, dated as of December 4, 1995, by and between Cognitronics Corporation, a New York corporation having offices at 3 Corporate Drive, Danbury,...Executive Service Agreement • March 29th, 2000 • Cognitronics Corp • Telephone & telegraph apparatus
Exhibit 10.3 AMENDMENT TO LEASE THIS Amendment to Lease Agreement dated as of the 27th day of January, 2003 between THE DANBURY INDUSTRIAL CORPORATION, a Connecticut corporation having a principal place of business in Danbury, Connecticut, acting...Lease Agreement • April 1st, 2003 • Cognitronics Corp • Telephone & telegraph apparatus
1 Exhibit 10.8 EXECUTIVE SEVERANCE AGREEMENT AGREEMENT, dated as of October 16, 1995, by and between Cognitronics Corporation, a New York corporation having offices at 3 Corporate Drive, Danbury, Connecticut 06810 (the "Company"), and whose residence...Executive Severance Agreement • March 31st, 1998 • Cognitronics Corp • Telephone & telegraph apparatus • New York
Exhibit 10.2 COGNITRONICS CORPORATION RESTRICTED STOCK AGREEMENT This Agreement (this "Agreement") is made as of August 16, 2006 (the "Date of Grant"), by and between Cognitronics Corporation, a New York corporation (the "Company"), and Michael...Restricted Stock Agreement • August 16th, 2006 • Cognitronics Corp • Telephone & telegraph apparatus • New York
