0001144204-07-032310 Sample Contracts

Contract
BPO Management Services • June 18th, 2007 • Services-prepackaged software • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 18th, 2007 • BPO Management Services • Services-prepackaged software • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 13, 2007, by and among BPO Management Services, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).

SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of June 13, 2007 among BPO MANAGEMENT SERVICES, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Series D Convertible Preferred Stock Purchase Agreement • June 18th, 2007 • BPO Management Services • Services-prepackaged software • New York
CONFIRMATION AND MODIFICATION TO REGISTRATION RIGHTS AGREEMENT
Confirmation and Modification to Registration Rights Agreement • June 18th, 2007 • BPO Management Services • Services-prepackaged software

This Confirmation and Modification to Registration Rights Agreement (the “Confirmation and Modification Agreement”) is dated as of May 31, 2007 and is entered into by the undersigned for the benefit of BPO Management Services, Inc., a Delaware corporation (formerly netGuru, Inc., a Delaware corporation) (the “Company”), as successor to BPOMS/HRO, Inc.(formerly BPO Management Services Inc.), a Delaware corporation (“Sub”), and the Investors (as that term is defined below).

LOCK-UP AGREEMENT
Lock-Up Agreement • June 18th, 2007 • BPO Management Services • Services-prepackaged software • New York

THIS LOCK-UP AGREEMENT (this "Agreement") is dated as of June 13, 2007 by and among BPO Management Services, Inc., a Delaware corporation (the "Company"), and the Stockholders of the Company listed on Schedule A attached hereto (collectively, the "Stockholders").

INDEMNITY AGREEMENT
Indemnity Agreement • June 18th, 2007 • BPO Management Services • Services-prepackaged software • Delaware

This Indemnity Agreement (“Agreement”) is made as of June __, 2007 by and between BPO Management Services, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).

Escrow Agreement by and among BPO Management Services, Inc., Vision Opportunity Capital Management, LLC and Dated as of June 11, 2007
Escrow Agreement • June 18th, 2007 • BPO Management Services • Services-prepackaged software • California

THIS ESCROW AGREEMENT (this "Agreement") is dated as of the 11th day of June, 2007, by and among BPO Management Services, Inc., a Delaware corporation (the "Company"), Vision Opportunity Capital Management, LLC, a Delaware limited liability company ("Vision"), and U.S. Bank National Association, a national banking association (the "Escrow Agent"), as escrow agent. Vision, the Purchasers (as defined in the Purchase Agreement) and the Company are sometimes referred to herein, collectively, as the "Interested Parties." Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).

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