EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 30th, 2006 • Inferx Corp • Blank checks • Virginia
This Executive Employment Agreement (this “Agreement”) is made as of the 15th day of August, 2006 by and between InferX Corp., a Virginia corporation (the “Company”), and Scott Parliament, a natural person, residing in the Commonwealth of Virginia (“Executive”).
CLASS B WARRANT TO PURCHASE COMMON STOCK OF INFERX CORPORATIONWarrant Agreement • October 30th, 2006 • Inferx Corp • Blank checks • Delaware
This certifies that or registered assigns (the “Warrant Holder” is entitled, subject to the terms and conditions of this Warrant, to purchase from the Company at any time during the Exercise Period (defined below) and prior to October ___, 2011 (the “Expiration Date”) all, or any portion, of shares of Warrant Stock (as defined below) as may be purchased at a price per share equal to the Exercise Price (as defined below), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed exercise form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Exercise Price for the shares of Warrant Stock so purchased in lawful money of the United States.
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 30th, 2006 • Inferx Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) entered into as of October 24, 2006, by and among BLACK NICKEL ACQUISITION CORP. I, a Delaware corporation (the “Target”), INFERX ACQUISITION CORP., a Virginia corporation and a wholly-owned subsidiary of the Target (the “Merger Sub”), and INFERX CORPORATION, a Virginia corporation (the “Company”). The Target, the Merger Sub and the Company each, individually, a “Party” or, collectively, the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2006 • Inferx Corp • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of the 24th day of October 2006, by and among Black Nickel Acquisition Corp. I, a Delaware corporation (the “Company”), the security holders set forth in Schedule I attached hereto (collectively, the “Investors” and each individually, an “Investor”), each of the Company’s founding stockholders set forth in Schedule II attached hereto (collectively, the “Founders”) and each of the shareholders set forth in Schedule III annexed hereto (the “Buyer Shareholders”), who acquired shares of Common Stock (defined hereafter) of the Company pursuant to the Merger (defined hereafter).
LETTER OF AGREEMENTConsulting Agreement • October 30th, 2006 • Inferx Corp • Blank checks
This letter serves as our revised agreement (“Revised Agreement”) to provide consulting services to InferX Corporation (InferX) for the period June 1, 2006, through September 30, 2006, and thereafter as provided in Section 2 below. Except as provided below, this Revised Agreement amends and replaces the original October 1, 2005 Letter of Agreement (the “First Agreement”), only to the extent of consulting services provided after May 31, 2006.
ContractSublease Agreement • October 30th, 2006 • Inferx Corp • Blank checks
AGREEMENT OF SUBLEASE (“Sublease”), made as of this 26th day of November, 2002, by and between Arnold Worldwide, LLC. a Delaware limited liability company, hereinafter referred to as “Sublessor”, and Datamat Systems Research, Inc. a Virginia corporation, hereinafter referred to as “Sublessee”.
