Hyperfeed Technologies Inc Sample Contracts

EXHIBIT 10(a)
Termination Agreement • August 16th, 1999 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Illinois
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EXHIBIT E
Registration Rights Agreement • October 6th, 1998 • Pc Quote Inc • Security & commodity brokers, dealers, exchanges & services • California
EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 1997 • Pc Quote Inc • Security & commodity brokers, dealers, exchanges & services • Illinois
BETWEEN
Stock and Warrant Purchase Agreement • March 15th, 2000 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
EXHIBIT 4(a) AMENDMENT TO FIRST AMENDMENT TO CONVERTIBLE SUBORDINATED DEBENTURE DUE 2001 AND DEBENTURE AGREEMENT
Convertible Subordinated Debenture Agreement • May 12th, 1998 • Pc Quote Inc • Security & commodity brokers, dealers, exchanges & services
EXHIBIT C-2 FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • October 6th, 1998 • Pc Quote Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
AMENDED AND RESTATED SECURED CONVERTIBLE PROMISSORY NOTE
Secured Convertible Promissory Note • September 1st, 2005 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • California

The undersigned, Hyperfeed Technologies, Inc., a Delaware corporation (“Borrower”), and PICO Holdings, Inc., a California corporation (“Lender”), are parties to that certain Amended and Restated Secured Convertible Promissory Note, dated March 28, 2005 (the “Prior Note”), pursuant to which $4,102,460 remains outstanding and unpaid as of the date hereof, which amount includes all accrued interest and all other amounts owing from Borrower to Lender (the “Prior Balance”). The Borrower and Lender hereby agree to amend and restate the Prior Note though this Amended and Restated Secured Convertible Promissory Note, and Borrower hereby promises to pay to Lender the principal sum or so much of the principal sum of Six Million Dollars ($6,000,000) as may from time to time have been advanced and be outstanding, together with accrued interest as provided herein. Borrower and Lender acknowledge that the Prior Balance hereby remains outstanding pursuant to the terms of this Amended and Restated Sec

FIRST AMENDMENT TO CONVERTIBLE SUBORDINATED DEBENTURE DUE 2001 AND DEBENTURE AGREEMENT
Convertible Subordinated Debenture and Debenture Agreement • August 20th, 1997 • Pc Quote Inc • Security & commodity brokers, dealers, exchanges & services
ACQUISITION BONUS AND SEVERANCE PROGRAM
Acquisition Bonus and Severance Program • June 8th, 2005 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services

This Acquisition Bonus and Severance Program (“Program”) is between HyperFeed Technologies, Inc. (“Company”) and Tom Wojciechowski (“Employee”).

BONUS AGREEMENT
Bonus Agreement • June 8th, 2005 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services

This Bonus Agreement shall be effective January 1, 2005 and is entered into by and between HyperFeed Technologies, Inc. (“Company”) and Randall J. Frapart (“Employee”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • June 26th, 2006 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated June , 2006 (the “Agreement”), by and among HyperFeed Technologies, Inc., a Delaware corporation (“HyperFeed”), HyperFeed Acquisition Holdings, Inc., a Delaware corporation and wholly-owned direct subsidiary of HyperFeed (“Merger Sub”), and Exegy Incorporated, a Delaware corporation (“Exegy”).

CONTRIBUTION AGREEMENT DATED AS OF AUGUST 25, 2006 AMONG EXEGY INCORPORATED, PICO HOLDINGS, INC., AND HYPERFEED TECHNOLOGIES, INC.
Contribution Agreement • August 31st, 2006 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Delaware

For the management of the business and for the conduct of the affairs of the Company, and in further definition, limitation and regulation of the powers of the Company, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

EMPLOYMENT AGREEMENT
Employment Agreement • June 23rd, 2006 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Illinois

This Employment Agreement (“Agreement”) is made as of January 1, 2006, by and between HyperFeed Technologies, Inc. (“Company”), and Paul Pluschkell (“Employee”).

EXHIBIT 10(b)
Software Distributor Agreement • August 16th, 1999 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Illinois
LOAN TO
Loan and Security Agreement • August 20th, 1997 • Pc Quote Inc • Security & commodity brokers, dealers, exchanges & services • Illinois
EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 1997 • Pc Quote Inc • Security & commodity brokers, dealers, exchanges & services • Illinois
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 14th, 2003 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Illinois

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 2, 2003, is made and entered into by and between PCQUOTE.COM, INC., a Delaware corporation (“Seller”), and Money.net, Inc., a Delaware corporation (“Purchaser”).

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BONUS AGREEMENT
Bonus Agreement • June 8th, 2005 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services

This Bonus Agreement shall be effective January 1, 2005 and is entered into by and between HyperFeed Technologies, Inc. (“Company”) and Tom Wojciechowski (“Employee”).

Confidential Treatment Requested by HyperFeed Technologies, Inc. ASSET PURCHASE AND SALE AGREEMENT between INTERACTIVE DATA CORPORATION, as Buyer, and HYPERFEED TECHNOLOGIES, INC. and HYPRWARE, INC., as Sellers as of October 28, 2003 Confidential...
Asset Purchase and Sale Agreement • November 14th, 2003 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Illinois

THIS AGREEMENT (“Agreement”) is made as of the 28th day of October, 2003 by and between Interactive Data Corporation, a Delaware corporation (“Buyer”), HyperFeed Technologies, Inc., a Delaware corporation (“HyperFeed”), and HYPRWare, Inc., a Delaware corporation (“HYPRWare” and together with HyperFeed, the “Sellers”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 22nd, 2005 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Delaware

ASSET PURCHASE AGREEMENT, dated as of February 16, 2005 (the “Agreement”), by and among FOCUS TECHNOLOGY GROUP LLC, a Delaware limited liability company (the “Seller”) and HYPERFEED TECHNOLOGIES, INC., a Delaware corporation (the “Purchaser”).

EXHIBIT C-1 FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • October 6th, 1998 • Pc Quote Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
HYPERFEED TECHNOLOGIES, INC., MONEYLINE TELERATE, and REUTERS LIMITED TRADING ROOM SYSTEM SOFTWARE AND DESKTOP LICENSE AGREEMENT
Trading Room System Software and Desktop License Agreement • August 4th, 2005 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services

THIS TRADING ROOM SYSTEM SOFTWARE LICENSE AGREEMENT (this “Agreement”) is entered into on May [Date], 2005, by and between Moneyline Telerate, a Delaware corporation (“Licensor”), Reuters Limited, a corporation organized under the laws of England and Wales (“Reuters”) and HyperFeed Technologies, Inc., a Delaware corporation (“Licensee”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 14th, 2001 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Illinois

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of April 27, 2001, is made and entered into by and between HYPERFEED TECHNOLOGIES CORPORATION, a Delaware corporation, or its nominee ("Purchaser"), and LASDORF CORPORATE SERVICES, INC, a California corporation, ("Seller") and Andrew Yasinsky (the “Principal”).

ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
Asset Purchase Agreement • August 14th, 2001 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Illinois

THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as of April 27, 2001, is made and entered into by and between HYPERFEED TECHNOLOGIES CORPORATION, a Delaware corporation, or its nominee ("Purchaser"), and MARKETSCREEN.COM, INC, a Delaware corporation, ("Seller") and Andrew Yasinsky, Neil Waldo and James Wilson (each individually a “Principal” and collectively, the "Principals").

EMPLOYMENT AGREEMENT
Employment Agreement • June 8th, 2005 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Illinois

This Employment Agreement (“Agreement”) is made as of January 1, 2004, by and between HyperFeed Technologies, Inc. (“Company”), and Paul Pluschkell (“Employee”).

EXHIBIT B CONDITIONAL PURCHASE AGREEMENT
Conditional Purchase Agreement • June 26th, 2006 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Delaware

THIS CONDITIONAL PURCHASE AGREEMENT (the “Agreement”), dated as of , 2006, is entered into by and among HyperFeed Technologies, Inc., a Delaware corporation (“HyperFeed”), and those individuals identified as Exegy Stockholders on the signature page hereto (each an “Exegy Stockholder” and, collectively, the “Exegy Stockholders”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in that certain Agreement and Plan of Merger, entered into by and among Exegy Incorporated, a Delaware corporation (“Exegy”), HyperFeed, and HyperFeed Acquisition Holdings, Inc. a Delaware Corporation (“Merger Sub”), dated as of June 19, 2006 (the “Merger Agreement”).

ADDENDUM NO. 1 TO BONUS AGREEMENT
Bonus Agreement • June 8th, 2005 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services

Hyperfeed Technologies, Inc. (“Company”) and Paul Pluschkell (“Employee”) entered into an Employment Agreement as of January 1, 2004. A Bonus Agreement was attached as Exhibit A to said Employment Agreement. The parties now wish to amend said Bonus Agreement as follows:

ACQUISITION BONUS PROGRAM
Acquisition Bonus Program • June 8th, 2005 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services

The Company may enter into a binding, definitive agreement during calendar year 2005 for the sale of greater than 50% of its issued and outstanding shares to an unrelated third party (a “Transaction”). If such a Transaction closes on or before December 31, 2005, said Transaction shall be deemed a “Change of Control” for purposes of the Program.

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