EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into effective as of July 22, 2005 (the "Effective Date") by and between William McKnight, residing at [address] ("Employee"), and Conversion Services International, Inc., a...Employment Agreement • July 28th, 2005 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New Jersey
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 11, 2006, by and between Conversion Services International, Inc., a Delaware corporation (the "Company"), and Matthew J. Szulik...Registration Rights Agreement • August 16th, 2006 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
CONVERSION SERVICES INTERNATIONAL, INC. SECURITIES PURCHASE AGREEMENT AUGUST 16, 2004Securities Purchase Agreement • August 23rd, 2004 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
RECITALS:Merger Agreement • March 16th, 2004 • Conversion Services International Inc • Sporting & athletic goods, nec • Delaware
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT DATED AS OF MAY 26, 2004 BY AND BETWEEN EVOKE ASSET PURCHASE CORP., A WHOLLY OWNED SUBSIDIARY OF CONVERSION SERVICES INTERNATIONAL, INC., CONVERSION SERVICES INTERNATIONAL, INC.Asset Purchase Agreement • July 13th, 2004 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New Jersey
Amount of Percentage of Total Holder(s) Common Stock Owned Outstanding Common Stock(1) ---------------------------------------------------------------------- ---------- Scott Newman 300,000,000(2) 50.6% ----------------------------------...Agreement and Plan of Reorganization • January 21st, 2004 • LCS Golf Inc • Sporting & athletic goods, nec
Exhibit 10.4 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of the 22nd day of September, 2004 (the "AGREEMENT"), is entered into by and between Sands Brothers Venture Capital LLC, Sands Brothers Venture Capital III LLC and Sands Brothers...Security Agreement • September 27th, 2004 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
ARTICLE IAcquisition Agreement • March 16th, 2004 • Conversion Services International Inc • Sporting & athletic goods, nec • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 22nd, 2005 • Conversion Services International Inc • Services-computer programming, data processing, etc. • Delaware
Exhibit 10.3BRegistration Rights Agreement • November 9th, 2000 • LCS Golf Inc • Sporting & athletic goods, nec • New York
WARRANT LCS GOLF, INC.Warrant Agreement • November 9th, 2000 • LCS Golf Inc • Sporting & athletic goods, nec • New York
Exhibit 10.3G GUARANTY AGREEMENT This Guaranty Agreement (this"Agreement") dated May 24, 2001, by and between Dr. Michael Mitchell (the "Guarantor"), and the investors set forth on Schedule I hereto (each an "Investor" collectively the "Investors")....Guaranty Agreement • June 13th, 2001 • LCS Golf Inc • Sporting & athletic goods, nec • New York
STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement"), dated as of August 16, 2004, among Laurus Master Fund, Ltd. (the "Pledgee") and Conversion Services International, Inc., a Delaware corporation (the "Company"). BACKGROUND (x) The...Stock Pledge Agreement • August 23rd, 2004 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Warrant Agreement • August 23rd, 2004 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
TERMSSubordination Agreement • September 27th, 2004 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
AMONGMerger Agreement • August 28th, 2003 • LCS Golf Inc • Sporting & athletic goods, nec • New York
Exhibit 10.2GForbearance Agreement • November 9th, 2000 • LCS Golf Inc • Sporting & athletic goods, nec • New York
Exhibit 4.3 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE...Warrant Agreement • September 27th, 2004 • Conversion Services International Inc • Services-computer programming, data processing, etc. • Delaware
WITNESSETH:License Agreement • April 12th, 2000 • LCS Golf Inc • Sporting & athletic goods, nec • New York
RECITALS:Marketing Agreement • April 12th, 2000 • LCS Golf Inc • Sporting & athletic goods, nec • New York
Exhibit 10.4 JOINDER AGREEMENTJoinder Agreement • August 3rd, 2005 • Conversion Services International Inc • Services-computer programming, data processing, etc.
AMONGMerger Agreement • July 28th, 2005 • Conversion Services International Inc • Services-computer programming, data processing, etc. • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2007 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
This Agreement is made pursuant to the Stock Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Purchase Agreement”).
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION...Common Stock Purchase Warrant • August 16th, 2006 • Conversion Services International Inc • Services-computer programming, data processing, etc. • Delaware
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of September 22, 2004 (this "AGREEMENT"), is entered into by and between Sands Brothers Venture Capital LLC, Sands Brothers Venture Capital III LLC and Sands...Registration Rights Agreement • September 27th, 2004 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
ARTICLE I INTEREST & AMORTIZATIONSecured Convertible Term Note • August 23rd, 2004 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE...Secured Convertible Note • August 23rd, 2004 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
ARTICLES OF MERGERArticles of Merger • July 28th, 2005 • Conversion Services International Inc • Services-computer programming, data processing, etc.
BACKGROUNDSecurity Agreement • November 9th, 2000 • LCS Golf Inc • Sporting & athletic goods, nec
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE...Secured Revolving Note • August 23rd, 2004 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 7th, 2006 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
This Stock Pledge Agreement (this “Agreement”), dated as of February 1, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”), Conversion Services International, Inc., a Delaware corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
RESTRICTED ACCOUNT AGREEMENT This Restricted Account Agreement (this "Agreement") is entered into this 16th day of August 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747...Restricted Account Agreement • July 26th, 2005 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
REAFFIRMATION AND RATIFICATION AGREEMENTReaffirmation and Ratification Agreement • August 3rd, 2005 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
AGREEMENTSecurity Agreement • August 23rd, 2004 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
ContractCommon Stock Purchase Warrant • November 12th, 2008 • Conversion Services International Inc • Services-computer programming, data processing, etc. • Delaware
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
