0001157523-11-001398 Sample Contracts

SECURITY AGREEMENT
Security Agreement • March 4th, 2011 • Ants Software Inc • Services-computer programming services • New York

This SECURITY AGREEMENT (this “Agreement”), dated as of March 3, 2011, is made by and among the Grantors listed on the signature pages hereof (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and Wells Fargo Bank, National Association, a national banking association, as collateral agent for the Secured Parties (as defined herein) (the “Agent”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 4th, 2011 • Ants Software Inc • Services-computer programming services • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 3, 2011 by and among ANTs software inc., a company incorporated under the laws of the State of Delaware, with headquarters located at 71 Stevenson St., Suite 400, San Francisco, CA 94105 (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).

Contract
Note Agreement • March 4th, 2011 • Ants Software Inc • Services-computer programming services • New York

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

GUARANTY
Guaranty • March 4th, 2011 • Ants Software Inc • Services-computer programming services • New York

This GUARANTY (this “Guaranty”), dated as of March 3, 2011, is made by Inventa Technologies, Inc., a Delaware corporation (the “Guarantor”) in favor of each of the Purchasers (as defined below).

ESCROW AGREEMENT
Escrow Agreement • March 4th, 2011 • Ants Software Inc • Services-computer programming services • New York

This Escrow Agreement dated this 3TH day of March 2011 (the “Escrow Agreement”), is entered into by and among ANTs software inc., a Delaware Corporation (“ANTs”), Manchester Securities Corp., a New York Corporation, (“Manchester,” and together with ANTs, the “Parties,” and each individually, a “Party”) a Holder (the “JGB Holders”) of certain 5% Convertible Notes of ANTs software inc. due March 3, 2016 in the aggregate principal amount of $8,400,000 (collectively, the “Notes”) and those certain Series B Warrants to Purchase Common Shares dated March 3, 2011 (the “Series B Warrants”) set forth on annex A to this Escrow Agreement and Wells Fargo Bank, National Association, a national banking association, as escrow agent (“Escrow Agent”).

Contract
Note • March 4th, 2011 • Ants Software Inc • Services-computer programming services • New York

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

ESCROW AGREEMENT
Escrow Agreement • March 4th, 2011 • Ants Software Inc • Services-computer programming services • New York

This Escrow Agreement dated this 3TH day of March 2011 (the “Escrow Agreement”), is entered into by and among ANTs software inc., a Delaware Corporation (“ANTs”), JGB Management Inc., a Delaware Corporation, as agent (“Agent,” and together with ANTs, the “Parties,” and each individually, a “Party”) for certain Holders (the “JGB Holders”) of certain 5% Convertible Notes of ANTs software inc. due March 3, 2016 in the aggregate principal amount of $8,400,000 (collectively, the “Notes”) and those certain Series B Warrants to Purchase Common Shares dated March 3, 2011 (the “Series B Warrants”) set forth on annex A to this Escrow Agreement and Wells Fargo Bank, National Association, a national banking association, as escrow agent (“Escrow Agent”).

WARRANT PURCHASE AGREEMENT Dated as of March 3, 2011 by and among ANTs software inc. and THE PURCHASERS LISTED ON EXHIBIT A
Warrant Purchase Agreement • March 4th, 2011 • Ants Software Inc • Services-computer programming services • New York

This WARRANT PURCHASE AGREEMENT dated as of March 3, 2011 (this “Agreement”) is by and among ANTs software inc., a Delaware corporation (the “Company”) and each of the purchasers whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

NOTE PURCHASE AGREEMENT Dated as of March 3, 2011 by and among ANTs software inc., Wells Fargo Bank, National Association, as Agent and THE PURCHASERS LISTED ON EXHIBIT A
Note Purchase Agreement • March 4th, 2011 • Ants Software Inc • Services-computer programming services • New York

This NOTE PURCHASE AGREEMENT dated as of March 3, 2011 (this “Agreement”) is by and among ANTs software inc., a Delaware corporation (the “Company”), each of the purchasers whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”), and Wells Fargo Bank, National Association, a national banking association, the Agent (as defined herein).

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