EXHIBIT 10.34 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 31, 2005, among Ramp Corporation, a Delaware corporation (the "Company"), and the purchasers signatory hereto (each...Registration Rights Agreement • April 13th, 2005 • Ramp Corp • Services-computer programming, data processing, etc.
betweenLease Agreement • April 1st, 2002 • Medix Resources Inc • Services-help supply services
EXHIBIT 10.63 NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (this "Agreement"), dated as of November 22, 2004, is entered into by and among Ramp Corporation, a Delaware corporation (the "Company"), and the purchasers listed on Exhibit A...Note Purchase Agreement • April 6th, 2005 • Ramp Corp • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.30 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of March 31, 2005 among Ramp Corporation, a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto...Securities Purchase Agreement • April 13th, 2005 • Ramp Corp • Services-computer programming, data processing, etc. • New York
RECITALSPurchase and Sale Agreement • September 28th, 1998 • Medix Resources Inc • Services-help supply services • New York
DATEDAsset Purchase Agreement • October 5th, 2004 • Ramp Corp • Services-computer programming, data processing, etc. • New York
Exhibit 99.2 THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES AGENCY OF ANY STATE PURSUANT TO AN EXEMPTION FROM...Warrant Agreement • March 4th, 2002 • Medix Resources Inc • Services-help supply services • Colorado
Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this "AGREEMENT") is entered into as of June 1, 2004 (the "EFFECTIVE DATE"), by and between Ramp Corporation, a Delaware corporation (the "COMPANY"), and Andrew Brown...Executive Employment Agreement • August 16th, 2004 • Ramp Corp • Services-computer programming, data processing, etc. • New York
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as of the date first above written. INTERNATIONAL NURSING SERVICES, INC. By: /s/John P. Yeros Chairman and Chief Executive OfficerAgreement and Plan of Merger • December 24th, 1997 • International Nursing Services Inc • Services-help supply services
Exhibit 4.25 SETTLEMENT AGREEMENT AND RELEASE This SETTLEMENT AGREEMENT AND RELEASE dated as of August 20, 2004 (this "Settlement Agreement"), by and between Ramp Corporation, a Delaware corporation ("Ramp") and Clinton Group, Inc, a Delaware...Settlement Agreement • August 23rd, 2004 • Ramp Corp • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.4 WARRANT AGREEMENT BY AND BETWEEN MEDIX RESOURCES, INC.Warrant Agreement • January 29th, 2001 • Medix Resources Inc • Services-help supply services • New York
Exhibit 4.23 REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is made and entered into as of July 14, 2004, by and among Ramp Corporation, a Delaware corporation (the "Company"), and the...Registration Rights Agreement • August 23rd, 2004 • Ramp Corp • Services-computer programming, data processing, etc. • New York
Exhibit 4.13 STOCK PURCHASE AGREEMENT Medix Resources, Inc. ______ __, 2003 420 Lexington Avenue, Suite 1830 New York, New York 10170 Attention: Mr. Darryl R. Cohen President & CEO Ladies and Gentlemen: 1. The undersigned (the "Purchaser") hereby...Stock Purchase Agreement • January 30th, 2004 • Ramp Corp • Services-computer programming, data processing, etc. • New York
RECITALSPurchase and Sale Agreement • November 26th, 1997 • International Nursing Services Inc • Services-help supply services • New York
ADVR\agr\reg.rights.01 EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • June 15th, 2001 • Medix Resources Inc • Services-help supply services • New York
THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as --------- of June 12, 2001, by MEDIX RESOURCES INC., a Colorado corporation (the "Company"); CORNELL CAPITAL PARTNERS, L.P., a Delaware limited partnership -------- and DUTCHESS...Escrow Agreement • June 15th, 2001 • Medix Resources Inc • Services-help supply services • New Jersey
Exhibit 4.24 SETTLEMENT AGREEMENT -------------------- This Settlement Agreement is made and entered into, by and between Company Name and Ramp Corporation with respect to a certain dispute between the parties relating to Name/Type of Services...Settlement Agreement • August 23rd, 2004 • Ramp Corp • Services-computer programming, data processing, etc.
EXECUTION COPY REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of March 4, 2003, by and between T3 Group, LLC, a Delaware limited liability company, ("T3 Group") and Medix Resources, Inc., a Colorado...Registration Rights Agreement • March 27th, 2003 • Medix Resources Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.45 ------------- AMENDMENT NO. 2 TO THE SECURITIES PURCHASE AGREEMENT TRANSACTION DOCUMENTS BETWEEN RAMP CORPORATION, DKR SOUNDSHORE OASIS HOLDING FUND LTD., HARBORVIEW MASTER FUND LP AND PLATINUM PARTNERS VALUE ARBITRAGE FUND FOR THE...Securities Purchase Agreement • April 13th, 2005 • Ramp Corp • Services-computer programming, data processing, etc.
Exhibit 10.1 ASSET PURCHASE AGREEMENT by and between BERDY MEDICAL SYSTEMS, INC., a Delaware corporation d/b/a Berdy Medical Systems,Asset Purchase Agreement • November 15th, 2004 • Ramp Corp • Services-computer programming, data processing, etc. • New York
RECITALS --------Loan and Security Agreement • August 13th, 1997 • International Nursing Services Inc • Services-help supply services • Maryland
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of December 29, 2000, by and among Medix Resources, Inc., a Colorado corporation (the "Company"), and the investor(s) signatory hereto (each such...Registration Rights Agreement • January 29th, 2001 • Medix Resources Inc • Services-help supply services • New York
Exhibit 10.1.5 of Item 15 STOCK OPTION AGREEMENT This Stock Option Agreement is executed as of _________2002 and is between Medix Resources, Inc.., a Colorado corporation (the "Company") and _________(the "Optionee"). WHEREAS, the Optionee has served...Stock Option Agreement • March 27th, 2003 • Medix Resources Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 dated as of June 1, 2004 (this "AMENDMENT NO. 1") to Executive Employment Agreement dated as of November 17, 2003 (the "EMPLOYMENT AGREEMENT"), between Ramp Corporation, (f/k/a...Employment Agreement • August 16th, 2004 • Ramp Corp • Services-computer programming, data processing, etc. • New York
Exhibit 4.10 CONSULTING SERVICES AGREEMENT ----------------------------- The following confirms the Agreement (the "Agreement") between Mayer & Associates, a limited liability corporation ("Consultant"), and Medix Resources, Inc., a Delaware...Consulting Services Agreement • January 30th, 2004 • Ramp Corp • Services-computer programming, data processing, etc.
Exhibit 10.2 of Item 15 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("Agreement") is entered into as of September 25, 2002 (the "Effective Date"), by and between Medix Resources, Inc., a Colorado corporation (the "Company"), and...Executive Employment Agreement • March 27th, 2003 • Medix Resources Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.32 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • April 13th, 2005 • Ramp Corp • Services-computer programming, data processing, etc.
Exhibit 99.1 MERGER AGREEMENT dated as of December 19, 2002Merger Agreement • February 6th, 2003 • Medix Resources Inc • Services-computer programming, data processing, etc. • New York
RECITALSEmployment Agreement • March 27th, 2003 • Medix Resources Inc • Services-computer programming, data processing, etc. • New York
In this document an "#" indicates that confidential material has been omitted pursuant to a request for confidential treatment filed with the Office of the Secretary of the Securities and Exchange Commission together with the omitted material. AGREEMENTConfidentiality Agreement • February 28th, 2002 • Medix Resources Inc • Services-help supply services • New Jersey
EXECUTION COPY ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as of March 4, 2003, by and among Comdisco Ventures, Inc., a Delaware corporation, with a mailing address at 1 Post Street, Suite 2600, San Francisco, CA...Asset Purchase Agreement • March 27th, 2003 • Medix Resources Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT, dated as of May 14, 2002 (the "Agreement") by and between Medix Resources, Inc., a Colorado corporation with its principal offices located at Suite 1830, 420 Lexington Avenue,...Executive Employment Agreement • August 20th, 2002 • Medix Resources Inc • Services-computer programming, data processing, etc. • New York
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERPurchase and Sale Agreement • November 14th, 1997 • International Nursing Services Inc • Services-help supply services
Exhibit 4.1 NOTE AND WARRANT PURCHASE AGREEMENT This NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement"), dated as of July 14, 2004, is entered into by and among Ramp Corporation, a Delaware corporation (the "Company"), and the purchasers listed on...Note and Warrant Purchase Agreement • August 23rd, 2004 • Ramp Corp • Services-computer programming, data processing, etc. • New York
RECITALSEmployment Agreement • November 15th, 2004 • Ramp Corp • Services-computer programming, data processing, etc. • New York
