EXHIBIT 10.11 ------------- SECOND AMENDMENT TO LOAN AGREEMENT This Second Amendment to Loan Agreement ("Agreement") is entered into by and among Marc Sherman ("Sherman"), Edward L. Cummings ("Cummings"), David A. Loppert ("Loppert"), Carl C. Saracino...Loan Agreement • May 13th, 2003 • Windsortech Inc • Services-business services, nec • New Jersey
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH...Common Stock Purchase Warrant • July 21st, 2004 • Windsortech Inc • Services-business services, nec • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 9th, 2004 • Windsortech Inc • Services-business services, nec • Florida
MERGER BetweenMerger Agreement • February 6th, 2002 • Windsortech Inc • Crude petroleum & natural gas • Pennsylvania
BACKGROUND ----------Employment Agreement • April 1st, 2002 • Windsortech Inc • Wholesale-computers & peripheral equipment & software • New Jersey
Exhibit 10.8 LOAN AGREEMENT This Agreement is entered into by and among Marc Sherman ("Sherman"), Edward L. Cummings ("Cummings"), David A. Loppert ("Loppert"), Carl C. Saracino ("Saracino"), Michael P. Sheerr ("Sheerr") and Windsortech, Inc., a...Loan Agreement • August 19th, 2002 • Windsortech Inc • Services-business services, nec • New Jersey
Exhibit 10.13 THIRD AMENDMENT TO LOAN AGREEMENT This Third Amendment to Loan Agreement ("Agreement") is entered into by and among Marc Sherman ("Sherman"), Edward L. Cummings ("Cummings"), Carl C. Saracino ("Saracino"), Michael P. Sheerr ("Sheerr")...Loan Agreement • March 29th, 2005 • Windsortech Inc • Services-business services, nec • New Jersey
AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER, dated as of April ____, 2004 ("Agreement"), among Windsortech, Inc., a Delaware corporation ("Parent"), QualTech International Acquisition Corporation and...Merger Agreement • June 10th, 2004 • Windsortech Inc • Services-business services, nec • Delaware
Exhibit 10.13 ------------- EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT ("Agreement") made and entered into this 14th day of March, 2005 and between WindsorTech, Inc., a Delaware corporation ("Company") and SETH A. GROSSMAN ("Employee"),...Employment Agreement • May 12th, 2005 • Windsortech Inc • Services-business services, nec • Florida
Exhibit 10.9 ------------ LEASE AGREEMENTLease Agreement • August 19th, 2002 • Windsortech Inc • Services-business services, nec • New Jersey
CREDIT AGREEMENT ---------------- This Credit Agreement (this "Agreement") is entered into as of May 3, 2005 by and among, on the one hand, WINDSORTECH, INC., a Delaware corporation ("WindsorTech"), QUALTECH INTERNATIONAL CORPORATION, a Delaware...Credit Agreement • May 9th, 2005 • Windsortech Inc • Services-business services, nec • Ohio
EXHIBIT 10.10 ------------- AMENDMENT TO LOAN AGREEMENT This Amendment to Loan Agreement ("Agreement") is entered into by and among Marc Sherman ("Sherman"), Edward L. Cummings ("Cummings"), David A. Loppert ("Loppert"), Carl C. Saracino ("Saracino"),...Loan Agreement • November 4th, 2002 • Windsortech Inc • Services-business services, nec • New Jersey
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2006 • Qsgi Inc. • Services-business services, nec • Florida
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the 18th day of May, 2004 by and among WindsorTech, Inc, ., a corporation organized and existing under the laws of the State of Delaware (“WindsorTech” or the “Company”), and certain investors, (hereinafter referred to collectively as “Investor” or “Investors”) as identified herein (each agreement with an Investor being deemed a separate and independent agreement between the Company and such Investor). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Stock Purchase Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • June 30th, 2006 • Qsgi Inc. • Services-business services, nec
This Agreement is filed as an exhibit to Schedule 13G being filed by Pike Capital Partners (QP), LP and Pike Capital Partners, LP in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein.
CREDIT AND SECURITY AGREEMENT Dated as of ___, 2007Credit and Security Agreement • January 30th, 2007 • Qsgi Inc. • Services-business services, nec • New York
Lender acknowledges that Borrower is, in part, in the business assisting third parties dispose of materials which are, or may now or hereafter be considered Hazardous Substances. As such, Hazardous Substances may be stored at the Premises, from time to time, in Borrowers ordinary course of business.
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 15th, 2008 • Qsgi Inc. • Services-business services, nec • Illinois
ContractCommon Stock Purchase Warrant • May 12th, 2006 • Qsgi Inc. • Services-business services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT ("PURCHASE AGREEMENT"), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY.
PREFERRED STOCK PURCHASE AGREEMENT (SERIES A) BETWEEN QSGI INC., a Delaware Corporation AND PIKE CAPITAL PARTNERS, LP DATED December 19, 2005 SERIES A PREFERRED STOCK PURCHASE AGREEMENT BETWEEN QSGI INC. AND PIKE CAPITAL PARTNERS, LPPreferred Stock Purchase Agreement • December 23rd, 2005 • Windsortech Inc • Services-business services, nec • Florida
This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 19th day of December, 2005 by and among QSGI INC., a corporation organized and existing under the laws of the State of Delaware (“QSGI” or the “Company”) and Pike Capital Partners, LP (hereinafter referred to as “Investor”).
EMPLOYMENT AND NON-COMPETE AGREEMENTEmployment Agreement • June 23rd, 2011 • Qsgi Inc. • Services-business services, nec • Florida
Employee is employed by Company as its Chief Executive Officer. The parties desire to enter into a formal agreement covering and confirming the terms and conditions of such employment.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 6th, 2011 • Qsgi Inc. • Services-business services, nec • Florida
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of the ____ day of September ___ 2011 ("Effective Date"), by and among THE GASKET GUY, INC., a Florida corporation, with its principal place of business at 4446 Carver Street, Lake Worth, Florida 33461, and GREEN ENERGY MASTERS, LLC, a Florida limited liability company (collectively, the “Seller”), MOSHE SCHNEIDER, an individual (“Schneider”), AVNER HAREL, an individual (“Harel”, and together with Schneider, the “Shareholders”), and QSGI GREEN, INC., a Delaware corporation, with a principal place of business at 400 Royal Palm Way, Suite 302, Palm Beach, Florida 33480 (the “Buyer”).
STOCK PURCHASE AGREEMENT BETWEEN WindsorTech, Inc., a Delaware Corporation AND CERTAIN INVESTORS (AS LISTED ON SCHEDULE A) DATED May 18, 2004Stock Purchase Agreement • May 12th, 2006 • Qsgi Inc. • Services-business services, nec • Florida
This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 18th day of May, 2004 by and among WindsorTech, Inc., a corporation organized and existing under the laws of the State of Delaware (“WindsorTech ” or the “Company”), and certain investors, (hereinafter referred to collectively as “Investor” or “Investors”) as listed on Schedule A herein (each agreement with an Investor being deemed a separate and independent agreement between the Company and such Investor).
ContractSubordinated Note • July 10th, 2008 • Qsgi Inc. • Services-business services, nec • Florida
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (B) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (C) PURSUANT TO EXEMPTIONS FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW WHERE THE HOLDER HAS FURNISHED A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER IS LEGAL UNDER THE ACT AND APPLICABLE STATE LAW.
ACKNOWLEDGEMENT AND AGREEMENT REGARDING CASH PURCHASE PRICEAsset Purchase Agreement • July 20th, 2010 • Qsgi Inc. • Services-business services, nec
Reference is made to that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of September 15, 2009, by and between SMS Maintenance, LLC, a Delaware limited liability company (“Purchaser”), and QualTech Services Group, Inc., a Delaware corporation (“Seller”), pursuant to which Purchaser desires to purchase the Purchased Assets and obtain the assignment of the Assumed Contracts from Seller, and Seller desires to sell, convey, assign and transfer to Purchaser the Purchased Assets, all in the manner and subject to the terms and conditions set forth in the Purchase Agreement. Capitalized terms used herein which are not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement.
SETTLEMENT AGREEMENTSettlement Agreement • July 20th, 2010 • Qsgi Inc. • Services-business services, nec
This Settlement Agreement and Mutual Release (the “Settlement Agreement”) is entered into as of June __, 2010, by and between John R. Riconda (“Riconda”), an individual residing at 130 Soundview Terrace, Northport, New York, on the one hand, and QSGI Inc. (a/k/a QSGI, Inc.) a Delaware Corporation, inclusive of its bankruptcy estate and its wholly-owned subsidiaries and/or affiliates as the same may have from time to time existed, including, but not limited to QSGI-CCSI, Inc., a Delaware corporation (collectively, the “Debtor” or “QSGI”), on the other..1
FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTForbearance Agreement and Third Amendment to Amended and Restated Securities Purchase Agreement • April 3rd, 2009 • Qsgi Inc. • Services-business services, nec • Illinois
This Forbearance Agreement and Third Amendment to Amended and Restated Securities Purchase Agreement (this “Agreement”) is made and entered into as of March 31, 2009, by and among QSGI Inc. (“Parent”), QualTech International Corporation (“International”), QualTech Services Group, Inc. (“Services”), QSGI-DPV Inc. (“DPV”), QSGI-CCSI, INC. (“QSGI-CCSI”), Contemporary Computer Services, Inc. (“CCSI”) (each of the foregoing companies, together with Parent, a “Company” and collectively, the “Companies”), Victory Park Credit Opportunities Master Fund, Ltd. (the “Lender”) and Victory Park Management, LLC, as administrative agent and collateral agent for the Lender (the “Agent”).
Victory Park Management, LLCSecurities Purchase Agreement • June 11th, 2008 • Qsgi Inc. • Services-business services, nec
We refer to the Securities Purchase Agreement, dated as of June __, 2008 (the “Securities Purchase Agreement”) among QSGI Inc., a Delaware corporation (“Parent”), QualTech International Corporation, a Delaware corporation (“International”), QualTech Services Group, Inc., a Delaware corporation (“Services”), QSGI-DPV Inc., a Delaware corporation (“DPV”), QSGI-CCSI, INC., a Delaware corporation (“QSGI-CCSI”), (each of the foregoing companies, together with Parent, a “Company” and collectively, the “Companies”), Victory Park Management, LLC, as administrative agent and collateral agent (“Agent”), and the buyers listed on the Schedule of Buyers attached thereto (each individually, a “Buyer” and collectively, the “Buyers”). Capitalized terms used and not defined herein have the meanings given to such terms in the Securities Purchase Agreement.
ADDENDUM TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 30th, 2006 • Qsgi Inc. • Services-business services, nec
THIS ADDENDUM (“Addendum”) made this 28th day of February and effective this 14th day of February, 2005 to the Agreement and Plan of Merger dated April 16, 2004 (“Merger Agreement”) by and between WindsorTech, Inc., a Delaware corporation (“Parent”), QualTech International Acquisition Corporation and QualTech Services Acquisition Corporation, Delaware corporations and wholly owned subsidiaries of Parent (collectively the “Merger Subs”), and QualTech International Corporation and QualTech Services Group, Inc., Minnesota corporations and the sole shareholders of Companies, Joel L. Owens and Jolene L. Owens, respectively, residents of Minnesota.
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2006 • Qsgi Inc. • Services-business services, nec • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of the day of June, 2006 by and between QSGI Inc., a Delaware corporation (“QSGI”) for itself and its subsidiaries, QualTech International Corp. (“QTIC”) and QualTech Services Group, Inc. (“QSG”), Delaware corporations (collectively QSGI inclusive of its subsidiaries referred to as the "Company") with its principal office located at 70 Lake Drive, Hightstown, NJ 08520, and Joel L. Owens, a Minnesota resident ("Employee").
STOCK PURCHASE AGREEMENT between QSGI - CCSI, INC. (“Buyer”), QSGI INC. (“QSGI”) and JOHN R. RICONDA (“Seller”) May____, 2008Stock Purchase Agreement • May 9th, 2008 • Qsgi Inc. • Services-business services, nec • New York
WARRANT CANCELLATION AGREEMENTWarrant Cancellation Agreement • December 23rd, 2005 • Windsortech Inc • Services-business services, nec • Florida
This WARRANT CANCELLATION AGREEMENT (the "Agreement") is made and entered into as of the 19th day of December, 2005 by and among QSGI INC., a corporation organized and existing under the laws of the State of Delaware (“QSGI” or the “Company”) and BARRON PARTNERS LP (hereinafter referred to as “Investor”).
SHARE EXCHANGE AGREEMENT by and among QSGI, INC. KRUSECOM, INC and THE KRUSECOM, INC. SHAREHOLDERS (as defined herein) Dated as of June 17, 2011Share Exchange Agreement • June 23rd, 2011 • Qsgi Inc. • Services-business services, nec • Delaware
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of June 17, 2011, is by and among QSGI, Inc., a Delaware corporation (“QSGI”); KruseCom, LLC., a Delaware limited liability company (“Kruse”); and the shareholder(s) of Kruse listed on Annex B hereto (the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 10th, 2008 • Qsgi Inc. • Services-business services, nec
This First Amendment to Stock Purchase Agreement (“Amendment”) is entered into as of July 7, 2008 by and among QSGI-CCSI, Inc., a Delaware corporation (“Buyer”), QSGI Inc., a Delaware corporation (“QSGI”) (Buyer and QSGI shall hereafter collectively be the “QSGI Parties”), and John R. Riconda (“Seller”) (The QSGI Parties and Seller shall hereafter be the “Parties”).
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENTBill of Sale and Assignment and Assumption Agreement • July 20th, 2010 • Qsgi Inc. • Services-business services, nec • Illinois
THIS BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of September 23, 2009 by and between Victory Park Credit Opportunities Master Fund, Ltd. ("Purchaser") and QSGI, Inc. ("Seller").
SECOND ADDENDUM TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 30th, 2006 • Qsgi Inc. • Services-business services, nec
THIS SECOND ADDENDUM (“Second Addendum”) made this 28th day of March, 2006 (and effective as of April 16, 2004) to the Agreement and Plan of Merger dated April 16, 2004 (“Merger Agreement”) by and between WindsorTech, Inc., a Delaware Corporation (“Parent”) (now “QSGI Inc”), QualTech International Acquisition Corporation and QualTech Services Acquisition Corporation, Delaware corporations and wholly owned subsidiaries of Parent (collectively the “Merger Subs”), and QualTech International Corporation and QualTech Services Group, Inc., Minnesota corporations (the “Companies”) and the sole shareholders of the Companies, Joel L. Owens and Jolene J. Owens, respectively, residents of Minnesota.
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENTBill of Sale and Assignment and Assumption Agreement • July 20th, 2010 • Qsgi Inc. • Services-business services, nec • Delaware
THIS BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of September 24, 2009 by and between SMS Maintenance, LLC, a Delaware limited liability company ("Purchaser"), and QualTech Services Group, Inc., a Delaware corporation ("Seller").
