EXHIBIT 4.13 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July 2, 1999, among IFS International, Inc., a Delaware corporation (the "Company"), and the entities listed on Schedule A...Registration Rights Agreement • August 12th, 1999 • Ifs International Inc/De • Services-computer integrated systems design • New York
WARRANT AGREEMENT (the "Warrant Agreement"), dated as of September 25, 1996, between IFS INTERNATIONAL, INC., a Delaware corporation (the "Company"), and the persons purchasing Units pursuant to the Subscription Agreement, dated September 5, 1996,...Warrant Agreement • January 31st, 1997 • Ifs International Inc • Blank checks • New York
WARRANT AGREEMENT (the "Warrant Agreement"), dated as of September 25, 1996, between IFS INTERNATIONAL, INC., a Delaware corporation (the "Company"), and the persons purchasing Units pursuant to the Subscription Agreement, dated September 5, 1996,...Warrant Agreement • January 15th, 1997 • Ifs International Inc • Blank checks • New York
PURCHASE AND SALE AGREEMENT Agreement made this 17th day of December, 1996, by and between TRUSTCO BANK, NATIONAL ASSOCIATION, a banking corporation organized and existing under the laws of the United States of America, having an address of 320 State...Purchase and Sale Agreement • January 17th, 1997 • Ifs International Inc • Blank checks • New York
RECITALSAsset Purchase Agreement • August 8th, 2000 • Ifs International Holdings Inc • Services-computer integrated systems design • New York
EXHIBIT 10.29B AMENDMENT TO SERVICES AGREEMENT This "Amendment to Services Agreement" (this "Amendment") is made on the 31st day of January, 2000, by and between IFS International Holdings, Inc., a Delaware Corporation (the "Company"), IFS...Services Agreement • August 7th, 2000 • Ifs International Holdings Inc • Services-computer integrated systems design
WITNESSETH:Loan Agreement • January 17th, 1997 • Ifs International Inc • Blank checks • New York
Exhibit 3 EXECUTED VERSION THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS...Common Stock Purchase Warrant • October 10th, 2002 • Ifs International Holdings Inc • Services-computer integrated systems design • New York
AGREEMENTAgreement • August 7th, 2000 • Ifs International Holdings Inc • Services-computer integrated systems design
Exhibit 4 EXECUTED VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of March 23, 2000 (this "AGREEMENT"), by and between IFS International Holdings, Inc., a Delaware corporation, with principal executive offices...Registration Rights Agreement • October 10th, 2002 • Ifs International Holdings Inc • Services-computer integrated systems design • New York
RECITALS:Stock Purchase Agreement • August 7th, 2000 • Ifs International Holdings Inc • Services-computer integrated systems design • New York
Exhibit 1.1 IFS INTERNATIONAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 1996 • Ifs International Inc • Blank checks • New York
EXHIBIT 10.26 ADVISORY AGREEMENT Agreement made and entered into as of the 25th day of January, 2000, by and between IFS INTERNATIONAL, INC., a corporation organized under the laws of the State of Delaware with offices at Rensselaer Technology Park,...Advisory Agreement • August 7th, 2000 • Ifs International Holdings Inc • Services-computer integrated systems design • New York
Executed Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of March 23, 2000 (this "Agreement"), by and between IFS International Holdings, Inc., a Delaware corporation, with principal executive offices located at...Securities Purchase Agreement • August 7th, 2000 • Ifs International Holdings Inc • Services-computer integrated systems design • New York
Exhibit 10.12 CONSULTING SERVICES AGREEMENT Agreement made April 9, 1997 between IFS International, Inc., a Delaware corporation ("IFS" or the "Company") and Jerry Tishkoff ("Tishkoff"). The parties agree as follows: 1. Duties. Tishkoff shall provide...Consulting Services Agreement • July 30th, 1997 • Ifs International Inc • Blank checks • New York
Exhibit 4.3 WARRANT AGREEMENT AGREEMENT, dated as of February 21, 1997, by and among IFS INTERNATIONAL, INC., a Delaware corporation (the "Company"), AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Warrant Agent (the "Warrant...Warrant Agreement • March 17th, 1997 • Ifs International Inc • Blank checks • New York
RECITALSMemorandum of Understanding • October 10th, 2002 • Ifs International Holdings Inc • Services-computer integrated systems design • New York
Exhibit 2.1 PLAN AND AGREEMENT OF MERGER Plan and Agreement of Merger ("this Agreement") made January 30, 1998 by and among IFS INTERNATIONAL, INC. ("IFS"), a Delaware Corporation; NCI HOLDINGS, INC. ("Holdings"), a North Carolina Corporation, NCI...Merger Agreement • February 17th, 1998 • Ifs International Inc • Blank checks • New York
EXHIBIT 10.9b AMENDMENT TO EMPLOYMENT AGREEMENT This "Amendment to Employment Agreement" (this "Amendment") is made on the 22nd day of January 1999 by and between IFS International, Inc., a Delaware corporation (the "Company"), IFS International,...Employment Agreement • August 12th, 1999 • Ifs International Inc/De • Services-computer integrated systems design
RECITALS:Consulting Agreement • August 7th, 2000 • Ifs International Holdings Inc • Services-computer integrated systems design
RECITALS:Employment Agreement • August 13th, 1998 • Ifs International Inc • Blank checks • Delaware
RECITALSExtension Agreement • August 13th, 1998 • Ifs International Inc • Blank checks • New York
WARRANT AGREEMENT AGREEMENT, dated as of January ___, 1997, by and among IFS INTERNATIONAL, INC., a Delaware corporation (the "Company"), AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Warrant Agent (the "Warrant Agent"), and DUKE...Warrant Agreement • January 17th, 1997 • Ifs International Inc • Blank checks • New York
EXHIBIT 4.14 NOTE AND WARRANT PURCHASE AGREEMENT Dated as of July 2, 1999 by and among IFS INTERNATIONAL, INC.Note and Warrant Purchase Agreement • August 12th, 1999 • Ifs International Inc/De • Services-computer integrated systems design • New York
EXHIBIT 10.21 MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (hereinafter referred to as the "Agreement" or the "Mortgage"), dated April 15, 1999 from IFS INTERNATIONAL, INC., a New York business corporation with its principal...Mortgage and Security Agreement • August 12th, 1999 • Ifs International Inc/De • Services-computer integrated systems design
3rd AMENDMENT TO EMPLOYMENT AGREEMENT This "3rd amendment to Employment Agreement" (this "Amendment") is made on the 12th day of July, 2000 by and between IFS International Holdings, Inc., a Delaware Corporation (the "Company"), IFS International,...Employment Agreement • August 7th, 2000 • Ifs International Holdings Inc • Services-computer integrated systems design • Delaware
UNDERWRITER'S WARRANT AGREEMENT dated as of ______________, 1996 between IFS International, Inc., a Delaware corporation (the "Company"), and Duke & Co., Inc. (the "Underwriter"). W I T N E S S E T H: WHEREAS, the Underwriter has agreed, pursuant to...Underwriter's Warrant Agreement • January 17th, 1997 • Ifs International Inc • Blank checks • New York
RECITALS:Employment Agreement • August 13th, 1998 • Ifs International Inc • Blank checks • Delaware
EXHIBIT 4.10 INVESTMENT BANKING AGREEMENT This Investment Banking Agreement (the "Agreement") is made and entered into this day of November 6, 1998, between IFS International, Inc., Inc., a Delaware corporation ("Company"), and MDB Capital Group LLC...Investment Banking Agreement • August 12th, 1999 • Ifs International Inc/De • Services-computer integrated systems design • California
EXHIBIT 10.22 MORTGAGE NOTEMortgage Note • August 12th, 1999 • Ifs International Inc/De • Services-computer integrated systems design
For value received, IFS INTERNATIONAL, INC., a New York business corporation with an office and its principal place of business located at 300 Jordan Road, Troy, New York 12180 (the "Borrower") promises to pay to the order of NEW YORK BUSINESS DEVELOPMENT CORPORATION, a corporation organized and existing under Article 5-A of the Banking Law of the State of New York (the "Lender"), at 41 State Street, Albany, New York 12207, or at such other place as Lender may from time to time designate, the principal sum of NINE HUNDRED FORTY NINE THOUSAND FORTY TWO AND NO/100 DOLLARS ($949,042.00), with interest thereon at a fixed rate per annum equal to eight and eleven hundredths percent (8.11 %), in the following manner:
LEASE AGREEMENT Between Rensselaer Polytechnic Institute (Landlord) and Avant Garde Computer Systems, Inc. (Tenant)Lease Agreement • November 6th, 1996 • Ifs International Inc • Blank checks
RECITALS:Employment Agreement • August 13th, 1998 • Ifs International Inc • Blank checks
RECITALS:Agreement for Services • August 7th, 2000 • Ifs International Holdings Inc • Services-computer integrated systems design
Exhibit 10.3 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of January 1, 1997 by and between IFS INTERNATIONAL, INC., a Delaware corporation (the "Company"), and CHARLES J. CASERTA residing at 17 Shadow Wood Way,...Employment Agreement • March 17th, 1997 • Ifs International Inc • Blank checks • New York
EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of January 1, 1997 by and between IFS INTERNATIONAL, INC., a Delaware corporation (the "Company"), and CHARLES J. CASERTA residing at 17 Shadow Wood Way, Ballston Lake, New York 12019 (the "Executive").
EXHIBIT 10.10b AMENDMENT TO EMPLOYMENT AGREEMENT This "Amendment to Employment Agreement" (this "Amendment") is made on the 22nd day of January 1999 by and between IFS International, Inc., a Delaware corporation (the "Company"), IFS International,...Employment Agreement • August 12th, 1999 • Ifs International Inc/De • Services-computer integrated systems design
