GUARANTEE AGREEMENT GUARANTEE AGREEMENT, dated as of June 2, 2000 made by Taconic Data Corp., a New York corporation (the "GUARANTOR"), in favor of ComVest Capital Management LLC, a Delaware limited liability question (the "OBLIGEE"). WHEREAS,...Guarantee Agreement • July 25th, 2000 • Monsterdaata Com Inc • Services-computer processing & data preparation • New York
Exhibit 2.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER The undersigned, being all of the parties (the "Parties") to the Agreement and Plan of Merger, dated July 20, 2001 (the "Merger Agreement"), by and among MonsterDaata, Inc. , a Delaware...Agreement and Plan of Merger • August 15th, 2001 • Monsterdaata Com Inc • Services-computer processing & data preparation • New York
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • August 15th, 2001 • Monsterdaata Com Inc • Services-computer processing & data preparation • Delaware
ARTICLE 2 REPRESENTATIONS AND WARRANTIESLoan Agreement • August 15th, 2001 • Monsterdaata Com Inc • Services-computer processing & data preparation • Tennessee
OFWarrant Agreement • March 23rd, 1999 • D-Vine LTD • Blank checks • New York
BY AND BETWEENSettlement Agreement • April 17th, 2002 • Monsterdaata Com Inc • Services-computer processing & data preparation • California
RECITALS:Loan Agreement • August 15th, 2001 • Monsterdaata Com Inc • Services-computer processing & data preparation
RECITALSAcquisition Agreement • April 16th, 1999 • D-Vine LTD • Blank checks • New York
Exhibit 4.2 SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a Cumulative Convertible Preferred Stock Purchase Agreement • December 21st, 1999 • Monsterdaata Com Inc • Services-computer processing & data preparation • New York
GENERAL SECURITY AGREEMENT SECURITY AGREEMENT, dated as of June 2, 2000 (the "Agreement"), between Taconic Data Corp., a New York corporation, with offices at 115 Stevens Avenue, Valhalla, NY 10595 (the "Debtor"), and ComVest Capital Management LLC, a...Security Agreement • July 25th, 2000 • Monsterdaata Com Inc • Services-computer processing & data preparation • New York
OF D-VINE, LTD.Warrant Agreement • April 16th, 1999 • D-Vine LTD • Blank checks • New York
GENERAL SECURITY AGREEMENT SECURITY AGREEMENT, dated as of June 2, 2000 (the "Agreement"), between MonsterDaata.com, Inc., a Delaware corporation with offices at 115 Stevens Avenue, Valhalla, NY 10595 (the "Debtor"), and ComVest Capital Management...Security Agreement • July 25th, 2000 • Monsterdaata Com Inc • Services-computer processing & data preparation • New York
Exhibit 10.2 ASSUMPTION AND AMENDMENT AGREEMENT THIS ASSUMPTION AND AMENDMENT AGREEMENT ("Agreement") is made and entered as of the 31st day of July, 2001, by and between Commerce Capital, L.P., a Tennessee limited partnership ("Lender") and...Assumption and Amendment Agreement • August 15th, 2001 • Monsterdaata Com Inc • Services-computer processing & data preparation • Tennessee
