SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of July 5, 2007, by and among DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
INVESTOR REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is dated as of July 5, 2007, by and among DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-3-3Secured Convertible Debenture • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design
THIS AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-3-3 (this “Amendment”), is entered into by and between DEEP FIELD TECHNOLOGIES, INC. a New Jersey corporation (the “Company”), and the undersigned Buyer (the “Buyer”).
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of July 5, 2007 (the “Effective Date”) by and among DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Pledgor”), CORNELL CAPITAL PARTNERS, L.P. (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
AMENDMENT No. 1 TO WARRANT NO.: DPFD-4-5Warrant Amendment • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).
AMENDMENT No. 1 TO WARRANT NO.: DPFD-5-5Warrant Amendment • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS July 5, 2007Securities Purchase Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design
This letter shall serve as our irrevocable authorization and direction to Fidelity Transfer Company (the “Transfer Agent”) to do the following:
AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-1-1Secured Convertible Debenture • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design
THIS AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-1-1 (this “Amendment”), is entered into by and between DEEP FIELD TECHNOLOGIES, INC. a New Jersey corporation (the “Company”), and the undersigned Buyer (the “Buyer”).
AMENDMENT No. 1 TO WARRANT NO.: DPFD-1-5Warrant Amendment • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).
AMENDMENT No. 1 TO WARRANT NO.: DPFD-2-5Warrant Amendment • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).
AMENDMENT No. 1 TO WARRANT NO.: DPFD-3-5Warrant Amendment • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).
