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 | 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #174694: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
PARAGON DYNAMICS, INC.
ZANETT, INC.
ZANETT INC. MERGER SUB PDI, INC.
and
THE SHAREHOLDERS OF PARAGON DYNAMICS, INC.
Dated as of January 31, 2003
{PAGE}
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND CONSTRUCTION 1
ARTICLE II. THE MERGER 8
ARTICLE III. EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
CONSTITUENT CORPORATIONS; MERGER CONSIDERATION 9
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PDI 16
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE PDI SHAREHOLDERS 35
ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. 37
ARTICLE VII. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION 40
ARTICLE VIII. COVENANTS. 42
ARTICLE IX. CONDITIONS TO CLOSING. 45
ARTICLE X. MISCELLANEOUS. 47
{PAGE}
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as
of January 31, 2003, among PARAGON DYNAMICS, INC., a Colorado corporation
("PDI"), ZANETT, INC., a Delaware corporation ("Parent"), ZANETT INC. MERGER
SUB PDI, INC., a Delaware corporation and a wholly-owned subsidiary of Parent
("Merger Sub"), and the shareholders of PDI identified on the signature
page(s) hereto (each, a "PDI Shareholder" and, together, the "PDI
Shareholders").
W I T N E S S E T H:
WHEREAS, each of the Boards of Directors of PDI, Parent and Merger Sub
have approved the merger of PDI with and into Merger Sub (the "Merger"), upon
the terms and subject to the conditions set forth herein and in accordance
with the Delaware General Corporation Law and the Colorado Business
Corporation Act;
WHEREAS, Parent, Merger Sub, PDI and the PDI Shareholders desire to
make certain representations, warranties and agreements in connection with,
and establish various conditions precedent to, the Merger; and
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, representations, warranties, covenants and agreements of the
parties hereto agree as follows:
ARTICLE I. DEFINITIONS AND CONSTRUCTION
1.1 Definitions
"Affiliate" shall mean, as to any Person, any other Person controlled
by, under the control of, or under common control with, such Person. As used
in this definition, "control" shall mean possession, directly or indirectly,
of the power to direct or cause the direction of management or policies
(whether through ownership of securities or partnership or other ownership
interests, by contract or otherwise).
"Benefit Plans" shall mean any profit sharing, group insurance,
medical, dental and/or hospitalization, stock option, pension, retirement,
bonus, deferred compensation, stock bonus or stock purchase plan, or
collective bargaining agreements, contracts or other arrangements under which
pensions, deferred compensation or other retirement benefits are being paid
or may become payable by a party, or any other employee welfare or benefit
agreements, plans or arrangements, as defined in Section 3(3) of ERISA, any
plan created in accordance with Section 125 of the Code, or any nonqualified
employee benefit plans or deferred compensation, bonus, stock or incentive
plans, or other employee benefit or fringe benefit programs, established for
the benefit of a party's former or current officers, directors or employees,
including each trust or other agreement with any custodian or any trustee for
funds held under any such agreement plan or agreement.
"Books and Records" shall mean (i) the minute books containing the
minutes of all meetings and written consents of the shareholders and
directors (and all committees thereof), shareholder seal of PDI, and (ii) all
books and records of PDI prior to the Closing Date, including customer lists,
reports, plans, projections and advertising and marketing materials and
financial and accounting books and records.
"Business" shall mean the business currently carried on by PDI pursuant
to which PDI provides information technology consulting services.
"Business Day" shall mean any day other than a Saturday, Sunday or
legal holiday in the State of New York.
"Cash Percentage Interest" shall mean the quotient obtained by dividing
one by the number of Cash Election Shares (as defined in Section 3.2(a)(i)
hereof) issued and outstanding immediately prior to the Effective Time.
"CBCA" shall mean the Colorado Business Corporation Act, as amended.
"Closing" shall mean the exchange of the Shares for the Initial Cash
Payment and Initial Stock Payment as set forth herein.
"Closing Balance Sheet" shall mean the balance sheet of PDI included in
the Final Closing Financial Statements.
"Closing Date" shall mean the date on which the Closing is completed.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Contingent Payment EBITDA Target" means (i) for the first Performance
Period, $1,040,000, (ii) for the second Performance Period, $1,352,000, and
(iii) for the third Performance Period, $1,757,600.
"Current Assets" shall mean, in respect of any period, all assets
expected to be converted into cash or otherwise realized in the twelve months
following the balance sheet date and recorded as current assets in PDI's
Financial Statements and the Closing Financial Statements in accordance with
GAAP, including, but not limited to, cash and cash equivalents, accounts
receivable, notes receivable, interest receivable, prepaid expenses, and
current assets and any provisions recorded thereon.
"Current Liabilities" shall mean, in respect of any period, all
liabilities expected to be settled in the twelve months following the balance
sheet date and recorded as current liabilities in PDI's Financial Statements
and the Closing Financial Statements in accordance with GAAP, including, but
not limited to, accounts payable, accrued expenses, accrued payroll
liabilities, interest payable, deferred revenue and the current portion of
any debt obligations.
"DGCL" shall mean the Delaware General Corporation Law, as amended.
"Disclosure Documents" shall mean all agreements and documents referred
to in any of the Schedules, together with all other agreements and documents
disclosed by PDI to Parent during Parent's due diligence investigation
conducted prior to the Closing Date.
"EBITDA" means, for any period, earnings before (i) interest income and
interest expense, (ii) taxes based on income, and (iii) depreciation and
amortization expense for that period, calculated in accordance with GAAP.
"EBITDA Target" means (i) for the first Performance Period, $920,000,
(ii) for the second Performance Period, $1,058,000, and (iii) for the third
Performance Period, $1,216,700.
"Encumbrance" shall mean a mortgage, charge, pledge, lien, option,
restriction, claim, right of first refusal, right of preemption, third party
right or interest or other encumbrance or security interest of any kind or
similar right or any other matter affecting title.
"Environmental Laws" means all federal, state and local, provincial and
foreign, civil and criminal laws, regulations, rules, ordinances, codes,
decrees, judgments, directives or judicial or administrative orders,
agreements or settlements relating to pollution or protection of the
environment, natural resources or human health and safety, including, without
limitation, laws relating to releases or threatened releases of Hazardous
Substances (including, without limitation, releases or threatened releases to
ambient air, surface water, groundwater, land, surface and subsurface strata)
or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, release, transport, disposal or handling of Hazardous
Substances. "Environmental Laws" include, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act (42
U.S.C. 9601 et seq.), the Hazardous Materials Transportation Law (49
U.S.C. 5101 et seq.), the Resource Conservation and Recovery Act (42
U.S.C. 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C.
1251 et seq.), the Clean Air Act (42 U.S.C. 7401 et seq.), the Toxic
Substances Control Act (15 U.S.C. 2601 et seq.), the Oil Pollution Act (33
U.S.C. 2701 et seq.), the Emergency Planning and Community Right-to-Know
Act (42 U.S.C. 11001 et seq.), the Occupational Safety and Health Act (29
U.S.C. 651 et seq.), each as amended to date and all other state laws
similar to any of the above.
"Environmental Liabilities" means all liabilities of PDI that (i)
arise under or relate to violations of Environmental Laws or arise in
connection with or related to any matter disclosed or required to be
disclosed on Schedule 4.20 and (ii) are attributable to actions or omissions
occurring or conditions existing on or prior to the Closing Date.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.
"Estimated Net Working Capital" shall be equal to $760,000.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, together with all rules and regulations promulgated thereunder.
"Final Performance Period" shall mean the three-year period commencing
on February 1, 2003 and ending on January 31, 2006.
174694
|
Zanett
As referenced in this Agreement and Plan of Merger:
ZANETT, INC. –
{DOCUMENT}
{TYPE}EX-2.1
{SEQUENCE}3
{FILENAME}pdimergagree.txt
{DESCRIPTION}MERGER AGREEMENT
{TEXT}
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
PARAGON DYNAMICS, INC.
ZANETT, INC.
ZANETT INC. MERGER SUB PDI, INC.
and
THE SHAREHOLDERS OF PARAGON DYNAMICS, INC.
Dated as of January 31, 2003
{PAGE}
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND CONSTRUCTION 1
_____________
ZANETT INC. –
{DOCUMENT}
{TYPE}EX-2.1
{SEQUENCE}3
{FILENAME}pdimergagree.txt
{DESCRIPTION}MERGER AGREEMENT
{TEXT}
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
PARAGON DYNAMICS, INC.
ZANETT, INC.
ZANETT INC. MERGER SUB PDI, INC.
and
THE SHAREHOLDERS OF PARAGON DYNAMICS, INC.
Dated as of January 31, 2003
{PAGE}
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND CONSTRUCTION 1
ARTICLE II.
_____________
ZANETT, INC. – PAGE}
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as
of January 31, 2003, among PARAGON DYNAMICS, INC., a Colorado corporation
("PDI"), ZANETT, INC. , a Delaware corporation ("Parent"), ZANETT INC. MERGER
SUB PDI, INC., a Delaware corporation and a wholly-owned subsidiary of Parent
("Merger Sub"), and the shareholders of PDI identified on
_____________
ZANETT INC. – THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as
of January 31, 2003, among PARAGON DYNAMICS, INC., a Colorado corporation
("PDI"), ZANETT, INC., a Delaware corporation ("Parent"), ZANETT INC. MERGER
SUB PDI, INC., a Delaware corporation and a wholly-owned subsidiary of Parent
("Merger Sub"), and the shareholders of PDI identified on the signature
page(s) hereto (each,
_____________
Zanett, Inc. – parties hereto at the following addresses, or at such other address as either
party may advise the other in writing from time to time:
If to Parent or Merger Sub:
---------------------------
Zanett, Inc.
135 East 57th Street
15th Floor
New York, NY 10022
Attention: Pierre-Georges Roy, Chief Legal Officer
with a copy to:
---------------
Drinker, Biddle & Reath, LLP
One Logan Square
18th
_____________
dt 1321111
;
PDI
As referenced in this Agreement and Plan of Merger:
PDI, INC – DESCRIPTION}MERGER AGREEMENT
{TEXT}
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
PARAGON DYNAMICS, INC.
ZANETT, INC.
ZANETT INC. MERGER SUB PDI, INC .
and
THE SHAREHOLDERS OF PARAGON DYNAMICS, INC.
Dated as of January 31, 2003
{PAGE}
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND CONSTRUCTION
_____________
PDI, INC – as
of January 31, 2003, among PARAGON DYNAMICS, INC., a Colorado corporation
("PDI"), ZANETT, INC., a Delaware corporation ("Parent"), ZANETT INC. MERGER
SUB PDI, INC ., a Delaware corporation and a wholly-owned subsidiary of Parent
("Merger Sub"), and the shareholders of PDI identified on the signature
page(
_____________
PDI inc – Shares for the Initial Cash
Payment and Initial Stock Payment as set forth herein.
"Closing Balance Sheet" shall mean the balance sheet of PDI inc luded in
the Final Closing Financial Statements.
"Closing Date" shall mean the date on which the Closing is completed.
"Code" shall mean the
_____________
PDI (inc – process or other intellectual property not theretofore
a matter of public knowledge;
(k) granted any general increase in the compensation of
employees of PDI (inc luding any such increase pursuant to any bonus, pension,
profit sharing or other plan or commitment) or any increase in the
compensation payable
_____________
PDI,
inc – the Intellectual Property.
(f) PDI has taken all reasonable security measures to protect
the secrecy, confidentiality and value of the Intellectual Property of PDI,
inc luding computer programs, trade secrets and other confidential
information. Except as disclosed in Schedule 4.15(f), no Person has any
marketing rights
_____________
dt 270651
;
 Drinker Biddle
As referenced in this Agreement and Plan of Merger:
Drinker Biddle – with the
execution of this Agreement. The Closing shall be held at the offices of
Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry Streets, PA
19103-6996 fax: (215)
Drinker, Biddle – New York, NY 10022
Attention: Pierre-Georges Roy, Chief Legal Officer
with a copy to:
---------------
Drinker, Biddle & Reath, LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103
Attention: Stephen
dt 35812
;
|
Patton Boggs
As referenced in this Agreement and Plan of Merger:
Patton Boggs – the Related Agreements on behalf of PDI.
(f) Parent shall have received an opinion of Patton Boggs LLP,
counsel to PDI, dated the Closing Date, in form and substance reasonably
satisfactory
Patton Boggs – Dynamics, Inc.
8 Inverness Drive East
Suite 108
Englewood, CO 80112
with a copy to:
---------------
Patton Boggs LLP
1660 Lincoln Street
Suite 1900
Denver, CO 80264
Attention: Robert M. Bearman
All
dt 32827
;
Paragon Dynamics, Inc.
|
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Full Doc
| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (155K)
Doc #1157320: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
DELTADATA, INC.
(d/b/a DELTA COMMUNICATIONS GROUP)
ZANETT, INC.
ZANETT MERGER SUB DCG, INC.
and
THE MAJORITY SHAREHOLDER OF DELTADATA, INC.
Dated as of November 30, 2003
<PAGE>
. . .
1157320
|
Zanett
As referenced in this Agreement and Plan of Merger:
ZANETT, INC. – DESCRIPTION>2.1 AGREEMENT ADN PLAN OF MERGER
<TEXT>
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
DELTADATA, INC.
(d/b/a DELTA COMMUNICATIONS GROUP)
ZANETT, INC.
ZANETT MERGER SUB DCG, INC.
and
THE MAJORITY SHAREHOLDER OF DELTADATA, INC.
Dated as of November 30, 2003
<PAGE>
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND CONSTRUCTION
_____________
ZANETT, INC. – PLAN OF MERGER (this "Agreement") is entered
into as of November 30, 2003, by and among DELTADATA, INC. a California
corporation doing business under the name DELTA COMMUNICATIONS GROUP ("DCG"),
ZANETT, INC. , a Delaware corporation ("Parent"), ZANETT MERGER SUB DCG, INC.,
a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger
Sub"), and Howard Norton, an individual residing in the
_____________
Zanett, Inc. – following addresses, or at such other address as either
party may advise the other in writing from time to time:
If to Parent or Merger Sub: with a copy to:
Zanett, Inc. Drinker, Biddle & Reath, LLP
135 East 57th Street One Logan Square
15th Floor 18th and Cherry Streets
New York, NY 10022 Philadelphia, PA 19103
Attention: Pierre-Georges Roy,
_____________
ZANETT, INC. – Majority DCG
Shareholder have caused this Agreement and Plan of Merger to be executed by
their respective duly authorized officers, all as of the day and year first
above written.
ZANETT, INC. ZANETT MERGER SUB DCG, INC.
By: /s/ David McCarthy By: /s/ Pierre-Georges Roy
Name: David McCarthy Name: Pierre-Georges Roy
Title: Chief Executive Officer Title: President
DELTADATA, INC.
_____________
dt 1801747
| |
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| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #1157353: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
PARAGON DYNAMICS, INC.
ZANETT, INC.
ZANETT INC. MERGER SUB PDI, INC.
and
THE SHAREHOLDERS OF PARAGON DYNAMICS, INC.
Dated as of January 31, 2003
<PAGE>
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND CONSTRUCTION 1
ARTICLE II. . . .
1157353
|
Zanett
As referenced in this Agreement and Plan of Merger:
ZANETT, INC. – lt;SEQUENCE>3
<FILENAME>pdimergagree.txt
<DESCRIPTION>MERGER AGREEMENT
<TEXT>
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
PARAGON DYNAMICS, INC.
ZANETT, INC.
ZANETT INC. MERGER SUB PDI, INC.
and
THE SHAREHOLDERS OF PARAGON DYNAMICS, INC.
Dated as of January 31, 2003
<PAGE>
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND
_____________
ZANETT INC. – gt;3
<FILENAME>pdimergagree.txt
<DESCRIPTION>MERGER AGREEMENT
<TEXT>
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
PARAGON DYNAMICS, INC.
ZANETT, INC.
ZANETT INC. MERGER SUB PDI, INC.
and
THE SHAREHOLDERS OF PARAGON DYNAMICS, INC.
Dated as of January 31, 2003
<PAGE>
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND CONSTRUCTION 1
_____________
ZANETT, INC. – gt;
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as
of January 31, 2003, among PARAGON DYNAMICS, INC., a Colorado corporation
("PDI"), ZANETT, INC. , a Delaware corporation ("Parent"), ZANETT INC. MERGER
SUB PDI, INC., a Delaware corporation and a wholly-owned subsidiary of Parent
("Merger Sub"), and the shareholders of PDI identified on
_____________
ZANETT INC. – THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as
of January 31, 2003, among PARAGON DYNAMICS, INC., a Colorado corporation
("PDI"), ZANETT, INC., a Delaware corporation ("Parent"), ZANETT INC. MERGER
SUB PDI, INC., a Delaware corporation and a wholly-owned subsidiary of Parent
("Merger Sub"), and the shareholders of PDI identified on the signature
page(s) hereto (each,
_____________
Zanett, Inc. – parties hereto at the following addresses, or at such other address as either
party may advise the other in writing from time to time:
If to Parent or Merger Sub:
---------------------------
Zanett, Inc.
135 East 57th Street
15th Floor
New York, NY 10022
Attention: Pierre-Georges Roy, Chief Legal Officer
with a copy to:
---------------
Drinker, Biddle & Reath, LLP
One Logan Square
_____________
dt 1801750
;
|
Patton Boggs
As referenced in this Agreement and Plan of Merger:
Patton Boggs – to be executed and delivered at the Closing pursuant to this Agreement or any
of the Related Agreements on behalf of PDI.
(f) Parent shall have received an opinion of Patton Boggs LLP,
counsel to PDI, dated the Closing Date, in form and substance reasonably
satisfactory to Parent.
(g) Each of Douglas L. Hartmann and Roger D. Stapleton shall
have entered
_____________
Patton Boggs – Streets
Philadelphia, PA 19103
Attention: Stephen Burdumy
If to PDI or the PDI Shareholders:
----------------------------------
Paragon Dynamics, Inc.
8 Inverness Drive East
Suite 108
Englewood, CO 80112
with a copy to:
---------------
Patton Boggs LLP
1660 Lincoln Street
Suite 1900
Denver, CO 80264
Attention: Robert M. Bearman
All such communications shall be deemed to have been delivered on the
date of hand delivery
_____________
dt 1716241
|
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| 2002 |
Agreement and Plan of Merger
Agreement and Plan of Merger (150K)
Doc #1157378: Click preview link for longer preview.
<DESCRIPTION>MERGER AGREEMENT
<TEXT>
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
BRANDYWINE COMPUTER GROUP, INC.
PLANET ZANETT, INC.
PLANET ZANETT MERGER SUB BCG, INC.
and
THE SHAREHOLDERS OF
BRANDYWINE COMPUTER GROUP, INC.
. . .
1157378
|
Zanett
As referenced in this Agreement and Plan of Merger:
ZANETT, INC. – lt;SEQUENCE>3
<FILENAME>mergeragr.txt
<DESCRIPTION>MERGER AGREEMENT
<TEXT>
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
BRANDYWINE COMPUTER GROUP, INC.
PLANET ZANETT, INC.
PLANET ZANETT MERGER SUB BCG, INC.
and
THE SHAREHOLDERS OF
BRANDYWINE COMPUTER GROUP, INC.
Dated as of May 31, 2002
<PAGE>
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS
_____________
ZANETT, INC. – AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as
of May 31, 2002, among BRANDYWINE COMPUTER GROUP, INC., an Ohio corporation
("BCG"), PLANET ZANETT, INC. , a Delaware corporation ("Parent"), PLANET
ZANETT MERGER SUB BCG, INC., a Delaware corporation and a wholly-owned
subsidiary of Parent ("Merger Sub"), and the shareholders of BCG identified
on
_____________
Zanett, Inc. – hereto at the following addresses, or at such other address as either
party may advise the other in writing from time to time:
If to Parent or Merger Sub:
Planet Zanett, Inc.
135 East 57th Street
15th Floor
New York, NY 10022
Attention: Pierre-Georges Roy, Chief Legal Officer
with a copy to:
Drinker, Biddle & Reath, LLP
One Logan Square
_____________
ZANETT, INC. – BCG
Shareholders have caused this Agreement and Plan of Merger to be executed by
their respective duly authorized officers, all as of the day and year first
above written.
PLANET ZANETT, INC.
By: /s/ David McCarthy
----------------------------
Name: David McCarthy
----------------------
Title: Chief Executive Officer
------------------------
PLANET ZANETT MERGER SUB BCG, INC.
By: /s/ Pierre-Georges Roy
----------------------------
Name: Pierre-Georges Roy
----------------------
Title: Vice President &
_____________
dt 1801751
| |
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| 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (153K)
Doc #1157408: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
BACK BAY TECHNOLOGIES, INC.
PLANET ZANETT, INC.
PLANET ZANETT MERGER SUB BBT, INC.
and
THE SHAREHOLDERS OF
BACK BAY TECHNOLOGIES, INC.
Dated as of December 7, 2001
<PAGE>
<TABLE>
<CAPTION>
. . .
1157408
|
Zanett
As referenced in this Agreement and Plan of Merger:
ZANETT, INC. – gex2_1-26701.txt
<DESCRIPTION>EX-2.1
<TEXT>
<PAGE>
Execution Copy
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
BACK BAY TECHNOLOGIES, INC.
PLANET ZANETT, INC.
PLANET ZANETT MERGER SUB BBT, INC.
and
THE SHAREHOLDERS OF
BACK BAY TECHNOLOGIES, INC.
Dated as of December 7, 2001
<PAGE>
<TABLE>
<CAPTION>
_____________
ZANETT, INC. – AND PLAN OF MERGER
----------------------------
THIS AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is entered into as
of December 7, 2001, among BACK BAY TECHNOLOGIES, INC., a Delaware corporation
("BBT"), PLANET ZANETT, INC. , a Delaware corporation ("PARENT"), PLANET ZANETT
MERGER SUB BBT, INC., a Delaware corporation and a wholly-owned subsidiary of
Parent ("MERGER SUB") and the shareholders of BBT identified on
_____________
Zanett, Inc. – hereto at the
following addresses, or at such other address as either party may advise the
other in writing from time to time:
If to Parent or Merger Sub:
--------------------------
Planet Zanett, Inc.
135 East 57th Street
15th Floor
New York, NY 10022
Attention: Pierre-Georges Roy, Chief Legal Officer
with a copy to:
---------------
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
260
_____________
ZANETT, INC. – BBT Shareholders
have caused this Agreement and Plan of Merger to be executed by their respective
duly authorized officers, all as of the day and year first above written.
PLANET ZANETT, INC.
By: /s/ David M. McCarthy
-----------------------------------
Name: David M. McCarthy
------------------------------
Title: Chief Executive Officer
-----------------------------
PLANET ZANETT MERGER SUB BBT, INC.
By: /s/ Pierre-Georges Roy
-----------------------------------
Name: Pierre-Georges Roy
------------------------------
Title:
_____________
dt 1801752
;
|
Foley Hoag
As referenced in this Agreement and Plan of Merger:
Foley
Hoag – State of Delaware.
7
<PAGE>
2.3 CLOSING. The Closing will occur simultaneously with the
execution of this Agreement. The Closing shall be held at the offices of Foley
Hoag , One Post Office Square, Boston, Massachusetts (fax: (617) 832-7000) or at
such other place as Parent, Merger Sub and BBT may agree.
2.4 SURVIVING CORPORATION.
(a) The
_____________
Foley Hoag – If to BBT or the Surviving Corporation:
---------------------------------------
Back Bay Technologies, Inc.
368 Hillside Ave
42
<PAGE>
Needham, MA 02494
Attention: Marc P. Maselli, President
with a copy to:
--------------
Foley Hoag LLP
One Post Office Square
Boston, MA 02109
Attention: Jeffrey L. Quillen
All such communications shall be deemed to have been delivered on the
date of hand delivery or
_____________
dt 1716553
|
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| 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (9K)
Doc #1157454: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER is entered into as of this 18th day
of October, 2000, by and among BAB Holdings, Inc., an Illinois corporation ("BAB
Holdings"), and BAB (Delaware), Inc., a Delaware corporation ("BAB Delaware").
BAB Holdings and BAB Delaware are hereinafter sometimes collectively referred to
as the "Constituent Corporations."
W I T N E S S E T H:
WHEREAS, BAB Holdings is a corporation duly organized and validly existing
under the laws . . .
1157454
|
Zanett
As referenced in this Agreement and Plan of Merger:
Zanett, Inc. – provided by law and such Certificate of Incorporation and
By-laws; provided that the Certificate of Incorporation of the Surviving
Corporation shall be amended to change its name to "Planet Zanett, Inc. "
3. Directors and Officers of Surviving Corporation. The persons set forth
on Exhibit "A" to this Agreement and Plan of Merger shall be the initial
directors and officers of
_____________
dt 1801753
| |
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Full Doc
| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (9K)
Doc #1640580: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER is entered into as of this 18th day
of October, 2000, by and among BAB Holdings, Inc., an Illinois corporation ("BAB
Holdings"), and BAB (Delaware), Inc., a Delaware corporation ("BAB Delaware").
BAB Holdings and BAB Delaware are hereinafter sometimes collectively referred to
as the "Constituent Corporations."
W I T N E S S E T H:
WHEREAS, BAB Holdings is a corporation duly organized and validly existing
under the laws . . .
1640580
|
Zanett
As referenced in this Agreement and Plan of Merger:
Zanett, Inc. – provided by law and such Certificate of Incorporation and
By-laws; provided that the Certificate of Incorporation of the Surviving
Corporation shall be amended to change its name to "Planet Zanett, Inc. "
3. Directors and Officers of Surviving Corporation. The persons set forth
on Exhibit "A" to this Agreement and Plan of Merger shall be the initial
directors and officers of
_____________
dt 1637855
;
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| 2007 |
Agreement and Plan of Merger
Agreement and Plan of Merger (173K)
Doc #2905879: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
ZANETT, INC.
ZANETT DBA GROUP, INC.
DBA GROUP, LLC
JOSE DAVID RINCON,
BILLY HYDEN,
and
DAVID WOLF
Dated as of February 28, 2007
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this �Agreement�) is made and entered into this 28th day of January, 2007 by and among ZANETT, INC., a Delaware corporation (�Zanett�), ZANETT DBA GROUP, INC. (�Merger Sub�), a Delaware corporation and a wholly-owned subsidiary of Zanett Commercial Solutions, Inc., DBA GROUP, LLC, a Georgia limited . . .
2905879
|
Zanett
As referenced in this Agreement and Plan of Merger:
ZANETT, INC. – SEC Publisher, created by BCL Technologies Inc., for SEC Filing
EX-2.11 2 c49470_ex2-11.htm
EXHIBIT 2.11
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
ZANETT, INC.
ZANETT DBA GROUP, INC.
DBA GROUP, LLC
JOSE DAVID RINCON,
BILLY HYDEN,
and
DAVID WOLF
Dated as of February 28, 2007
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
This
_____________
ZANETT, INC. – 2007
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this ?Agreement?) is made and entered into this 28th day of January, 2007 by and among ZANETT, INC. , a Delaware corporation (?Zanett?), ZANETT DBA GROUP, INC. (?Merger Sub?), a Delaware corporation and a wholly-owned subsidiary of Zanett Commercial Solutions, Inc., DBA GROUP, LLC, a Georgia limited
_____________
Zanett, Inc. – to consummate any sale, merger, reorganization, consolidation or other similar transaction involving DBA Group, in each case to a Person that is an Affiliate of Merger Sub or its parent, Zanett, Inc. , without requiring any consent of Seller, and the consummation of such transaction shall not be deemed to violate any provision of this Agreement; provided, however, that such sale, merger,
_____________
Zanett, Inc. – following addresses, or at such other address as either party may advise the other in writing from time to time:
If to Merger Sub:
Zanett DBA Group, Inc.
c/o Zanett, Inc.
635 Madison Avenue
15th Floor
New York, NY 10022
Attention: President
Facsimile: (646) 502-1808
with a copy to (which shall not constitute notice):
Drinker Biddle & Reath LLP
_____________
ZANETT, INC. – the Equity Holders have caused this Agreement and Plan of Merger to be executed by their respective duly authorized officers, all as of the day and year first above written.
ZANETT, INC.
By:
/s/ Claudio Guazzoni
Name: Claudio Guazzoni
Title: Chief Executive Officer;
ZANETT DBA GROUP, INC.
By:
/s/ Dennis Harkins
Name: Dennis Harkins
Title: Chief Financial Officer
DBA GROUP, LLC.
_____________
dt 1801755
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| 2004 |
Asset Purchase Agreement
Asset Purchase Agreement (124K)
Doc #1157310: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
BETWEEN
BRANDYWINE COMPUTER GROUP, INC.
AND
COMPUTER NETWORK TECHNOLOGY CORPORATION
Dated as of April 23, 2004
ARTICLE 1 DEFINITIONS AND USAGE 1
Section 1.1 Definitions 1
Section 1.2 Usage 7
ARTICLE 2 SALE OF ASSETS 8
Section 2.1 Covenants of Sale and Purchase of Acquired Assets 8
Section 2.2 Excluded Assets 10
Section 2.3 Liabilities 10
Section 2.4 Consents of Third . . .
1157310
|
Zanett
As referenced in this Asset Purchase Agreement:
Zanett, Inc. – 122
Mason, Ohio 45040-2323
Attention: President
with a copy to:
Drinker, Biddle & Reath, LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103
Attention: Stephen Burdumy
And
Zanett, Inc.
135 East 57th Street
15th Floor
New York, NY 10022
Attention: Pierre-Georges Roy,
Chief Legal Officer
If to Seller:
Computer Network Technology Corporation
6000 Nathan Lane
North Minneapolis,
_____________
dt 1801746
| |
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| 2007 |
Bridge Loan Agreement
Bridge Loan Agreement (370K)
Doc #3117010: Click preview link for longer preview.
BRIDGE LOAN AGREEMENT
Dated as of November 21, 2006
among
RIATA ENERGY, INC.
(d/b/a SandRidge Energy, Inc.)
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent
and
The Other Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE SECURITIES (USA) LLC
GOLDMAN SACHS CREDIT PARTNERS L.P.
LEHMAN BROTHERS INC.
Lead Arrangers and Bookrunners
3117010
| | |
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Full Doc
| 2007 |
Zanett, Inc.
Zanett, Inc. (6K)
Doc #3113411: Click preview link for longer preview.
99.2 Letter from NASDAQ Stock Market dated September 18, 2007.
By Electronic Delivery
September 18, 2007
Mr. Claudio M. Guazzoni
Chief Executive Officer
Zanett, Inc.
635 Madison Avenue, 15th Floor
New York, NY 10022
Re: Zanett, Inc. (the "Company")
Nasdaq Symbol: ZANE
Dear Mr. Guazzoni:
For the last 30 consecutive business days, the bid price of the Company's
common stock has closed below the minimum $1.00 per share requirement for
continued inclusion under Marketplace Rule 4310(c)(4) (the "Rule").
Therefore, in accordance with Marketplace Rule 4310( . . .
3113411
|
Zanett
As referenced in this Zanett, Inc.:
Zanett, Inc. – SEQUENCE}3
{FILENAME}r8kexhibit2.txt
{TEXT}
99.2 Letter from NASDAQ Stock Market dated September 18, 2007.
By Electronic Delivery
September 18, 2007
Mr. Claudio M. Guazzoni
Chief Executive Officer
Zanett, Inc.
635 Madison Avenue, 15th Floor
New York, NY 10022
Re: Zanett, Inc. (the "Company")
Nasdaq Symbol: ZANE
Dear Mr. Guazzoni:
For the last 30 consecutive business days, the bid
_____________
Zanett, Inc. – Market dated September 18, 2007.
By Electronic Delivery
September 18, 2007
Mr. Claudio M. Guazzoni
Chief Executive Officer
Zanett, Inc.
635 Madison Avenue, 15th Floor
New York, NY 10022
Re: Zanett, Inc. (the "Company")
Nasdaq Symbol: ZANE
Dear Mr. Guazzoni:
For the last 30 consecutive business days, the bid price of the Company's
common stock has closed below the minimum $
_____________
dt 1801756
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| 2008 | | | |
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| 2003 |
Consulting Agreement
Consulting Agreement (15K)
Doc #1157326: Click preview link for longer preview.
<DESCRIPTION>10.3 CONSULTING AGREEMENT WITH RICKY MONTEILH
<TEXT>
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made as of this 4th
day of December, 2003 by and between Delta Communications Group, Inc.
("Company"), a Delaware corporation and wholly owned subsidiary of Zanett,
Inc. ("Zanett"), a Delaware corporation and Ricky Monteilh ("Consultant").
. . .
1157326
|
Zanett
As referenced in this Consulting Agreement:
Zanett,
Inc. – CONSULTING AGREEMENT (this "Agreement") is made as of this 4th
day of December, 2003 by and between Delta Communications Group, Inc.
("Company"), a Delaware corporation and wholly owned subsidiary of Zanett,
Inc. ("Zanett"), a Delaware corporation and Ricky Monteilh ("Consultant").
Background
WHEREAS, Company desires to retain Consultant, and Consultant
desires to be retained by Company, as an independent contractor on the
_____________
Zanett, Inc. – postage prepaid, addressed to the respective addresses set forth below:
If to the Company:
Delta Communications Group, Inc.
65 Enterprise, Suite 150
Aliso Viejo, CA 92656
With a copy to:
Zanett, Inc.
135 E. 57th Street, 15th Floor
New York, NY 10022
Attn: Chief Legal Officer
Fax: (212) 753-5304
If to the Consultant:
65 Enterprise, Suite 150
Aliso Viejo, CA
_____________
dt 1801748
| |
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Full Doc
| 2003 |
Consulting Agreement
Consulting Agreement (16K)
Doc #1157328: Click preview link for longer preview.
<DESCRIPTION>10.4 CONSULTING AGREEMENT WITH JAMES BUCKLINI
<TEXT>
CONSULTING AGREEMENT
--------------------
THIS CONSULTING AGREEMENT (this "Agreement") is made as of this 4th day of
December, 2003 by and between Delta Communications Group, Inc. ("Company"), a
-------
Delaware corporation and wholly owned subsidiary of Zanett, Inc. ("Zanett" . . .
1157328
|
Zanett
As referenced in this Consulting Agreement:
Zanett, Inc. – CONSULTING AGREEMENT (this "Agreement") is made as of this 4th day of
December, 2003 by and between Delta Communications Group, Inc. ("Company"), a
-------
Delaware corporation and wholly owned subsidiary of Zanett, Inc. ("Zanett"), a
Delaware corporation and James Bucklin ("Consultant").
----------
Background
----------
WHEREAS, Company desires to retain Consultant, and Consultant
desires to be retained by Company, as an independent contractor on the
_____________
Zanett, Inc. – postage prepaid, addressed to the respective
addresses set forth below:
If to the Company:
-----------------
Delta Communications Group, Inc.
65 Enterprise, Suite 150
Aliso Viejo, CA 92656
With a copy to:
--------------
Zanett, Inc.
135 E. 57th Street, 15th Floor
New York, NY 10022
Attn: Chief Legal Officer
Fax: (212) 753-5304
If to the Consultant:
--------------------
3909 Calle Casino
San Clemente, CA 92673
(
_____________
dt 1801749
| |
| Full Doc
| 2007 |
Credit Agreement
Credit Agreement (611K)
Doc #3117009: This document is immediately available for purchase, but does not have a preview available for viewing.
3117009
| | |
Preview
Full Doc
| 2007 |
Credit Agreement
Credit Agreement (411K)
Doc #3117011: Click preview link for longer preview.
CREDIT AGREEMENT
Dated as of March 22, 2007
among
SANDRIDGE ENERGY, INC.
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent
and
The Other Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC
Lead Arranger
DEUTSCHE BANK SECURITIES INC.
GOLDMAN SACHS CREDIT PARTNERS L.P.
LEHMAN BROTHERS INC.
Co-Arrangers
TABLE OF CONTENTS
Section
Page
ARTICLE I. . . .
3117011
| | |
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Full Doc
| 2003 |
Employment Agreement
Employment Agreement (22K)
Doc #101420: Click preview link for longer preview.
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this 31st day
of January, 2003 by and between Paragon Dynamics, Inc., a Delaware
corporation ("Company"), and Douglas L. Hartmann ("Executive").
Background
WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as of January 31, 2003
(the "Merger Agreement"), by and among the Company, Zanett, Inc. ("Zanett"),
a Delaware corporation, Paragon Dynamics, Inc., a Colorado corporation
("PDI"), and Executive and the other shareholders of PDI identified on the
signature page thereto, PDI is being merged with and into the Company, with
the Company surviving the merger as a Delaware corporation named Paragon
Dynamics, Inc. (the "Merger") (capitalized terms not otherwise defined herein
shall have the respective meanings assigned to such terms in the Merger
Agreement); and
WHEREAS, Company desires to employ Executive, and Executive
desires to be employed by Company, on the terms and conditions contained in
this Agreement. Executive will be substantially involved with Company's
operations and management and will learn trade secrets and other confidential
information relating to Company and its customers; accordingly, the
noncompetition covenant and other restrictive covenants contained in Section
14 of this Agreement constitute essential elements hereof.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
Terms
1. Definitions. The following words and phrases shall have the
meanings set forth below for the purposes of this Agreement (unless the
context clearly indicates otherwise):
(a) "Base Salary" shall have the meaning set forth in
Section 5.
(b) "Board" shall mean the Board of Directors of Company
or any successor thereto.
(c) "Cause," as reasonably determined by the Board in good
faith, shall mean Executive has --
(1) willfully failed to perform his stated duties (including
by omission) and not cured such failure (if curable) within 15 days of
his receipt of written notice of the failure, which notice shall
identify the duties not performed and shall request performance of such
duties;
101420
|
Zanett
As referenced in this Employment Agreement:
ZANETT INC – PLANET ZANETT INC 8-K (Filed 2/13/2003)
_____________
ZANETT INC –
PLANET ZANETT INC
_____________
Zanett, Inc. – WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as of January 31, 2003
(the "Merger Agreement"), by and among the Company, Zanett, Inc. ("Zanett"),
a Delaware corporation, Paragon Dynamics, Inc., a Colorado corporation
("PDI"), and Executive and the other shareholders of PDI identified on the
signature page thereto, PDI is being merged
_____________
Zanett, Inc. – postage prepaid, addressed to the respective
addresses set forth below:
If to the Company:
------------------
Paragon Dynamics, Inc.
8 Inverness Drive East, Suite 108
Englewood, CO 80112
With a copy to:
---------------
Zanett, Inc.
135 E. 57th Street, 15th Floor
New York, NY 10022
Attn: Chief Legal Officer
Fax: (212) 753-5304
If to the Executive:
--------------------
C/O Paragon Dynamics, Inc.
8 Inverness
_____________
dt 1848482
;
Douglas L. Hartmann;
| Planet Zanett Inc.
|
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| 2003 |
Employment Agreement
Employment Agreement (24K)
Doc #1157322: Click preview link for longer preview.
<DESCRIPTION>10.1 EMPLOYMENT AGREEMENT WITH HOWARD NORTON
<TEXT>
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 4th
---------
day of December, 2003 by and between Delta Communications Group, Inc., a
Delaware corporation ("Company"), and Howard Norton ("Executive").
--- . . .
1157322
|
Zanett
As referenced in this Employment Agreement:
Zanett, Inc. – WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as of November 30, 2003
(the "Merger Agreement"), by and among the Company, Zanett, Inc. ("Zanett"), a
Delaware corporation, Executive and DeltaData, Inc., a California corporation
("DCG"), DCG is being merged with and into the Company, with the Company
surviving the merger as a
_____________
Zanett, Inc. – postage prepaid, addressed to the respective
addresses set forth below:
If to the Company:
-----------------
Delta Communications Group, Inc.
65 Enterprise, Suite 150
Aliso Viejo, CA 92656
With a copy to:
--------------
Zanett, Inc.
135 E. 57th Street, 15th Floor
New York, NY 10022
Attn: Chief Legal Officer
Fax: (212) 753-5304
If to the Executive:
-------------------
Howard Norton
52 N Portola
Laguna Beach,
_____________
dt 1321116
| |
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| 2003 |
Employment Agreement
Employment Agreement (18K)
Doc #1157324: Click preview link for longer preview.
<DESCRIPTION>10.2 EMPLOYMENT AGREEMENT WITH ROBERT ANDERSON
<TEXT>
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 4th
---------
day of December, 2003 by and between Delta Communications Group, Inc., a
Delaware corporation ("Company"), and Robert Anderson ("Executive").
------- ---------
Background
- . . .
1157324
|
Zanett
As referenced in this Employment Agreement:
Zanett, Inc. – WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as of November 30, 2003
(the "Merger Agreement"), by and among the Company, Zanett, Inc. ("Zanett"), a
Delaware corporation, and DeltaData, Inc., a California corporation ("DCG"),
DCG is being merged with and into the Company, with the Company surviving the
merger as a Delaware
_____________
Zanett, Inc. – postage prepaid, addressed to the respective
addresses set forth below:
If to the Company:
-----------------
Delta Communications Group, Inc.
65 Enterprise, Suite 150
Aliso Viejo, CA 92656
With a copy to:
--------------
Zanett, Inc.
135 E. 57th Street, 15th Floor
New York, NY 10022
Attn: Chief Legal Officer
Fax: (212) 753-5304
If to the Executive:
-------------------
Robert Anderson
33162 Paseo Espada
San Juan
_____________
dt 1321117
| |
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| 2003 |
Employment Agreement
Employment Agreement (23K)
Doc #1157356: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this 31st day
of January, 2003 by and between Paragon Dynamics, Inc., a Delaware
corporation ("Company"), and Douglas L. Hartmann ("Executive").
Background
WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as of January 31, 2003
(the "Merger Agreement"), by and among the Company, Zanett, Inc. ("Zanett"),
a Delaware . . .
1157356
|
Zanett
As referenced in this Employment Agreement:
Zanett, Inc. – WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as of January 31, 2003
(the "Merger Agreement"), by and among the Company, Zanett, Inc. ("Zanett"),
a Delaware corporation, Paragon Dynamics, Inc., a Colorado corporation
("PDI"), and Executive and the other shareholders of PDI identified on the
signature page thereto, PDI is being merged
_____________
Zanett, Inc. – postage prepaid, addressed to the respective
addresses set forth below:
If to the Company:
------------------
Paragon Dynamics, Inc.
8 Inverness Drive East, Suite 108
Englewood, CO 80112
With a copy to:
---------------
Zanett, Inc.
135 E. 57th Street, 15th Floor
New York, NY 10022
Attn: Chief Legal Officer
Fax: (212) 753-5304
If to the Executive:
--------------------
C/O Paragon Dynamics, Inc.
8 Inverness
_____________
dt 1321118
| |
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| 2003 |
Employment Agreement
Employment Agreement (23K)
Doc #1157358: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this 31st day
of January, 2003 by and between Paragon Dynamics, Inc., a Delaware
corporation
("Company"), and Roger D. Stapleton ("Executive").
Background
WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as of January 31, 2003
(the "Merger Agreement"), by and among the Company, Zanett, Inc. ("Zanett"),
a . . .
1157358
|
Zanett
As referenced in this Employment Agreement:
Zanett, Inc. – WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as of January 31, 2003
(the "Merger Agreement"), by and among the Company, Zanett, Inc. ("Zanett"),
a Delaware corporation, Paragon Dynamics, Inc., a Colorado corporation
("PDI"), and Executive and the other shareholders of PDI identified on the
signature page thereto, PDI is being merged
_____________
Zanett, Inc. – postage prepaid, addressed to the respective
addresses set forth below:
If to the Company:
------------------
Paragon Dynamics, Inc.
8 Inverness Drive East, Suite 108
Englewood, CO 80112
With a copy to:
---------------
Zanett, Inc.
135 E. 57th Street, 15th Floor
New York, NY 10022
Attn: Chief Legal Officer
Fax: (212) 753-5304
If to the Executive:
--------------------
C/O Paragon Dynamics, Inc.
8 Inverness
_____________
dt 1321119
| |
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| 2002 |
Employment Agreement
Employment Agreement (19K)
Doc #1157379: Click preview link for longer preview.
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this 31st day
of May, 2002 by and between Brandywine Computer Group, Inc., a Delaware
corporation ("Company"), and William Scott Seagrave ("Executive").
Background
Company desires to employ Executive, and Executive desires to be
employed by Company, on the terms and conditions contained in this Agreement.
Executive will be substantially . . .
1157379
|
Zanett
As referenced in this Employment Agreement:
Zanett, Inc. – not be decreased
without Executive's express written consent (unless the decrease is pursuant
to a general compensation reduction applicable to all, or substantially all,
officers of Company and Planet Zanett, Inc. , Company's sole stockholder
("Zanett")). In addition to his Base Salary, Executive shall be entitled to
receive such bonus payments as may be determined appropriate by the Board.
6.
_____________
dt 1321120
| |
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| 2002 |
Employment Agreement
Employment Agreement (19K)
Doc #1157380: Click preview link for longer preview.
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this 31st day
of May, 2002 by and between Brandywine Computer Group, Inc., a Delaware
corporation ("Company"), and Mary Rosalie Seagrave ("Executive").
Background
Company desires to employ Executive, and Executive desires to be
employed by Company, on the terms and conditions contained in this Agreement.
Executive will be substantially involved . . .
1157380
|
Zanett
As referenced in this Employment Agreement:
Zanett, Inc. – not be decreased
without Executive's express written consent (unless the decrease is pursuant
to a general compensation reduction applicable to all, or substantially all,
officers of Company and Planet Zanett, Inc. , Company's sole stockholder
("Zanett")). In addition to her Base Salary, Executive shall be entitled to
receive such bonus payments as may be determined appropriate by the Board.
6.
_____________
dt 1321121
| |
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| 2001 |
Employment Agreement
Employment Agreement (28K)
Doc #1157411: Click preview link for longer preview.
<TEXT>
<PAGE>
EMPLOYMENT AGREEMENT
(Marc P. Maselli)
This Employment Agreement dated as of December 7, 2001 (this
"Agreement"), is made by and between Back Bay Technologies, Inc., a Delaware
corporation (the "Company"), and Marc P. Maselli (the "Employee").
WHEREAS, the Company wishes to employ Employee and Employee desires to
be an employee of the Company;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants . . .
1157411
| | |
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| 2001 |
Employment Agreement
Employment Agreement (28K)
Doc #1157414: Click preview link for longer preview.
<TEXT>
<PAGE>
EMPLOYMENT AGREEMENT
(Curtis D. Stevenson)
This Employment Agreement dated as of December 7, 2001 (this
"Agreement"), is made by and between Back Bay Technologies, Inc., a Delaware
corporation (the "Company"), and Curtis D. Stevenson (the "Employee").
WHEREAS, the Company wishes to employ Employee and Employee desires to
be an employee of the Company;
NOW, THEREFORE, in consideration of the premises . . .
1157414
| | |
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| 2010 |
Forbearance Agreement
Forbearance Agreement (29K)
Doc #4207268: Click preview link for longer preview.
4207268
| | |
Preview
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| 2006 |
Funding Agreement
Funding Agreement (49K)
Doc #2531327: Click preview link for longer preview.
FUNDING AGREEMENT
CONTRACT NO.:
RMTN-3
OWNER:
ING USA Global Funding Trust 3
STATE OF DELIVERY:
Colorado
EFFECTIVE DATE:
September 26, 2006
INITIAL MATURITY DATE:
As specified in Schedule A
EXPIRATION DATE:
September 29, . . .
2531327
| |
 U.S. Bank, NA
As referenced in this Funding Agreement:
U.S. Bank National Association
– receipt requested), by overnight courier service (charges prepaid) or by confirmed facsimile, to the following addresses:
(a) if to the Owner, to:
ING USA Global Funding Trust 3
c/o U.S. Bank National Association
Attn: Corporate Trust Services
Page 12
950 17th Street, Suite 300
Denver, CO 80202
Fax: (303) 585-6865
With a copy to:
ING USA Global Funding Trust 3
c/
_____________
U.S. Bank National Association
– Attn: Corporate Trust Services
Page 12
950 17th Street, Suite 300
Denver, CO 80202
Fax: (303) 585-6865
With a copy to:
ING USA Global Funding Trust 3
c/o U.S. Bank National Association
Corporate Trust Services
209 S. LaSalle Street, Suite 300
Chicago, Illinois 60604
Attention: Patricia Child, VP
Telephone: (312) 325-8902
Facsimile: (212) 325-8905
and,
Citibank, N.A.
Agency &
_____________
U.S. Bank National Association, – Insurance Company.
5.10
Effect of Signature& Limitation of Liability
It is expressly understood and agreed by the parties hereto that (a) this Contract is executed and delivered by U.S. Bank National Association, not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations,
_____________
U.S. Bank National Association, – b) each of the representations, undertakings and agreements herein made on the part of the Trust, as Owner, is made and intended not as personal representations, undertakings and agreements by U.S. Bank National Association, but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank National
_____________
U.S. Bank National Association, – U.S. Bank National Association, but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank National Association, individually or personally, to perform any covenant, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person
_____________
dt 1701418
|
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| 2006 |
Loan and Security Agreement
Loan and Security Agreement (19K)
Doc #2639691: Click preview link for longer preview.
WAIVER NO. 4 AND AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS WAIVER NO. 4 AND AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made as of August 31, 2006 (this �Waiver and Amendment�) by and among Fifth Third Bank, an Ohio banking corporation (together with its successors and assigns, the �Lender�), and Zanett, Inc., a Delaware corporation (�Parent�), and each of Parent�s direct and indirect Subsidiaries . . .
2639691
|
Zanett
As referenced in this Loan and Security Agreement:
Zanett, Inc. – is made as of August 31, 2006 (this Waiver and Amendment) by and among Fifth Third Bank, an Ohio banking corporation (together with its successors and assigns, the Lender), and Zanett, Inc. , a Delaware corporation (Parent), and each of Parents direct and indirect Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually
_____________
ZANETT, INC. – WITNESS WHEREOF, the parties hereto have caused this Waiver and Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first written above.
ZANETT, INC. , as the Administrative Borrower and a Borrower
By:
Name:
Title:
ZANETT COMMERCIAL SOLUTIONS, INC., as a Borrower
By:
Name:
Title:
PARAGON DYNAMICS, INC., as a Borrower
By:
Name:
Title:
_____________
dt 1637856
| |
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Full Doc
| 2007 |
Loan and Security Agreement and Other Loan Documents
Loan and Security Agreement and Other Loan Documents (23K)
Doc #2897295: Click preview link for longer preview.
FIRST AMENDMENT AND MODIFICATION
TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS
-------------------------------------------------------
THIS FIRST AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENT
(the "Amendment") is made effective as of May 18, 2007 by and among LASALLE
BANK NATIONAL ASSOCIATION (the "Lender") and ZANETT, INC., a Delaware
corporation ("Zanett"), ZANETT COMMERCIAL SOLUTIONS, INC., a Delaware
corporation ("ZCS") and PARAGON DYNAMICS, INC., a Delaware corporation
(Zanett, ZCS and . . .
2897295
|
Zanett
As referenced in this Loan and Security Agreement and Other Loan Documents:
ZANETT, INC. – THIS FIRST AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENT
(the "Amendment") is made effective as of May 18, 2007 by and among LASALLE
BANK NATIONAL ASSOCIATION (the "Lender") and ZANETT, INC. , a Delaware
corporation ("Zanett"), ZANETT COMMERCIAL SOLUTIONS, INC., a Delaware
corporation ("ZCS") and PARAGON DYNAMICS, INC., a Delaware corporation
(Zanett, ZCS and Paragon are each individually, a "Borrower" and
_____________
ZANETT, INC. – THE TERMS OF THIS SECTION.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first written above.
BORROWERS:
----------
ZANETT, INC.
By: Dennis Harkins
Name:
Title:
ZANETT COMMERCIAL SOLUTIONS, INC.
By: Dennis Harkins
Name:
Title:
PARAGON DYNAMICS, INC.
By: Dennis Harkins
Name:
Title:
LENDER:
-------
LASALLE BANK NATIONAL ASSOCIATION
By: Richard
_____________
ZANETT, INC. – hereto has duly executed this
Confirmation and Agreement as of May 18, 2007.
Bruno Guazzoni
----------------------------
BRUNO GUAZZONI, an individual
EXHIBIT "A"
Junior Debt Documents
1. That certain promissory note from ZANETT, INC. in favor of BRUNO
GUAZZONI in the original principal amount of $500,000 dated December
30, 2005.
2. That certain promissory note from ZANETT, INC. in favor of BRUNO
_____________
ZANETT, INC. – That certain promissory note from ZANETT, INC. in favor of BRUNO
GUAZZONI in the original principal amount of $500,000 dated December
30, 2005.
2. That certain promissory note from ZANETT, INC. in favor of BRUNO
GUAZZONI in the original principal amount of $500,000 dated March 14,
2006.
3. That certain promissory note from ZANETT, INC. in favor of BRUNO
_____________
ZANETT, INC. – That certain promissory note from ZANETT, INC. in favor of BRUNO
GUAZZONI in the original principal amount of $500,000 dated March 14,
2006.
3. That certain promissory note from ZANETT, INC. in favor of BRUNO
GUAZZONI in the original principal amount of $500,000 dated March 15,
2006.
4. That certain promissory note from ZANETT, INC. in favor of BRUNO
_____________
dt 1801754
| |
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Full Doc
| 2003 |
Lock-Up Agreement
Lock-Up Agreement (13K)
Doc #161470: Click preview link for longer preview.
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "Lock-up Agreement") is entered into
------------------
effective as of January 31, 2003, by and between Theodore A. Batch (the
"Shareholder"), a shareholder of Zanett, Inc., a Delaware corporation (the
-------------
"Company"), and the Company;
---------
WHEREAS, Shareholder beneficially owns (within the meaning of Rule 13d-
3 under the Securities Exchange Act of 1934, as amended)
( ) shares of common
--------------------------------------- ----------------
stock, par value $0.001 per share of the Company (the "Common Stock");
-------------
WHEREAS, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Shareholder has agreed to enter into this
Lock-up Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. Lock-up on Transfer of Shares
(a) The Shareholder agrees not, directly or indirectly, to
sell, offer to sell, contract to sell, assign, pledge, hypothecate, encumber
or otherwise transfer, or enter into any contract, option or other
arrangement or understanding with respect to the sale, assignment, pledge or
other disposition of (collectively, "Transfer") any rights with respect to
(i) any Common Stock currently owned by Shareholder and (ii) any Common Stock
owned by Shareholder as a result of additional issuances for a period
commencing on the date hereof and continuing through January 31, 2008 (the
"Lock-up Period") except as expressly provided herein. The foregoing
restriction has been expressly agreed to preclude Shareholder from engaging
in any hedging or other transaction during the Lock-up Period that is
designed to or reasonably expected to lead to or result in a Transfer of the
Common Stock. Such prohibited hedging or other transaction would include,
without limitation, any short sale (whether or not against the box) or any
purchase, sale, or grant of any right (including, without limitation, any put
or call option) with respect to the Common Stock or with respect to any
security (other than a broad-based market basket or index) that includes,
relates to or derives any significant part of its value from the Common
Stock.
161470
|
Zanett
As referenced in this Lock-Up Agreement:
Zanett, Inc. – UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "Lock-up Agreement") is entered into
------------------
effective as of January 31, 2003, by and between Theodore A. Batch (the
"Shareholder"), a shareholder of Zanett, Inc. , a Delaware corporation (the
-------------
"Company"), and the Company;
---------
WHEREAS, Shareholder beneficially owns (within the meaning of Rule 13d-
3 under the Securities Exchange Act of 1934, as amended)
( ) shares
_____________
Zanett, Inc. – address shall only be
effective upon receipt:
If to Shareholder:
------------------
Paragon Dynamics, Inc.
8 Inverness Drive East
Suite 108
Englewood, CO 80112
Attn: Theodore A. Batch
If to the Company:
------------------
Zanett, Inc.
135 E. 57th Street, 15th Floor
New York, NY 10022
Attn: Chief Legal Officer
Fax: (212) 753-5304
(c) Assignment. This Lock-up Agreement and all of the
provisions
_____________
ZANETT, INC. – have related to the subject matter hereof in
any way.
{PAGE}
IN WITNESS WHEREOF, the parties hereby have executed this Lock-up
Agreement as of the date first written above.
ZANETT, INC. SHAREHOLDER
By:
------------------------ --------------------------------
Name: Pierre-Georges Roy Theodore A. Batch
Title: Chief Legal Officer
{PAGE}
SCHEDULE A
Gateway Price 1 Release Percentage
$ 6.75 10%
$ 9.60 20%
$12.75
_____________
dt 1321110
;
| Theodore A. Batch
|
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Full Doc
| 2003 |
Lock-Up Agreement
Lock-Up Agreement (14K)
Doc #178398: Click preview link for longer preview.
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "Lock-up Agreement") is entered into
-----------------
effective as of December 4 2003, by and between Howard Norton (the
"Stockholder"), a Stockholder or optionholder of Zanett, Inc., a Delaware
-----------
corporation (the "Company"), and the Company;
-------
WHEREAS, Stockholder beneficially owns (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended) sixty-four
thousand seven hundred eighty-eight (64,788) shares of common stock, par
value $0.001 per share of the Company (the "Common Stock");
------------
WHEREAS, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Stockholder has agreed to enter into this
Lock-up Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties
hereto agree as follows:
1. Lock-up on Transfer of Shares
-----------------------------
(a) The Stockholder agrees not, directly or indirectly, to
sell, offer to sell, contract to sell, assign, pledge, hypothecate, encumber
or otherwise transfer, or enter into any contract, option or other
arrangement or understanding with respect to the sale, assignment, pledge or
other disposition of (collectively, "Transfer") any rights with respect to
--------
(i) any Common Stock currently owned by Stockholder and (ii) any Common Stock
owned by Stockholder as a result of additional issuances for a period
commencing on the date hereof and continuing through November 30, 2008 (the
"Lock-up Period") except as expressly provided herein. The foregoing
--------------
restriction has been expressly agreed to preclude Stockholder from engaging
in any hedging or other transaction during the Lock-up Period that is
designed to or reasonably expected to lead to or result in a Transfer of the
Common Stock. Such prohibited hedging or other transaction would include,
without limitation, any short sale (whether or not against the box) or any
purchase, sale, or grant of any right (including, without limitation, any put
or call option) with respect to the Common Stock or with respect to any
security (other than a broad-based market basket or index) that includes,
relates to or derives any significant part of its value from the Common
Stock.
178398
|
Zanett
As referenced in this Lock-Up Agreement:
Zanett, Inc. – AGREEMENT
THIS LOCK-UP AGREEMENT (the "Lock-up Agreement") is entered into
-----------------
effective as of December 4 2003, by and between Howard Norton (the
"Stockholder"), a Stockholder or optionholder of Zanett, Inc. , a Delaware
-----------
corporation (the "Company"), and the Company;
-------
WHEREAS, Stockholder beneficially owns (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended) sixty-
_____________
Zanett, Inc. – that notices of change of address shall only be
effective upon receipt:
If to Stockholder:
-----------------
Delta Communications Group
65 Enterprise, Suite 150
Aliso Viejo, CA 92656
If to the Company:
-----------------
Zanett, Inc.
135 E. 57th Street, 15th Floor
New York, NY 10022
Attn: Chief Legal Officer
Fax: (212) 753-5304
(c) Assignment. This Lock-up Agreement and all of the
----------
provisions
_____________
ZANETT, INC. – may have related to the subject matter hereof in any
way.
IN WITNESS WHEREOF, the parties hereby have executed this Lock-up
Agreement as of the date first written above.
ZANETT, INC. HOWARD NORTON
By: /s/ Pierre-Georges Roy /s/ Howard Norton
---------------------- -----------------
Name: Pierre-Georges Roy
Title: Chief Legal Officer
SCHEDULE A
Gateway Price 1 Release Percentage
--------------- ------------------
$6.85 10%
$ 9.
_____________
dt 1321112
;
| Howard Norton
|
Preview
Full Doc
| 2003 |
Lock-Up Agreement
Lock-Up Agreement (14K)
Doc #178399: Click preview link for longer preview.
LOCK-UP AGREEMENT
-----------------
THIS LOCK-UP AGREEMENT (the "Lock-up Agreement") is entered into
-----------------
effective as of December 4 2003, by and between Ruby Norton (the
"Stockholder"), a Stockholder or optionholder of Zanett, Inc., a Delaware
-----------
corporation (the "Company"), and the Company;
-------
WHEREAS, Stockholder beneficially owns (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended) five thousand
six hundred sixty-nine (5,669) shares of common stock, par value $0.001 per
share of the Company (the "Common Stock");
------------
WHEREAS, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Stockholder has agreed to enter into this
Lock-up Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties
hereto agree as follows:
1. Lock-up on Transfer of Shares
-----------------------------
(a) The Stockholder agrees not, directly or indirectly, to
sell, offer to sell, contract to sell, assign, pledge, hypothecate, encumber
or otherwise transfer, or enter into any contract, option or other
arrangement or understanding with respect to the sale, assignment, pledge or
other disposition of (collectively, "Transfer") any rights with respect to
--------
(i) any Common Stock currently owned by Stockholder and (ii) any Common Stock
owned by Stockholder as a result of additional issuances for a period
commencing on the date hereof and continuing through November 30, 2008 (the
"Lock-up Period") except as expressly provided herein. The foregoing
--------------
restriction has been expressly agreed to preclude Stockholder from engaging
in any hedging or other transaction during the Lock-up Period that is
designed to or reasonably expected to lead to or result in a Transfer of the
Common Stock. Such prohibited hedging or other transaction would include,
without limitation, any short sale (whether or not against the box) or any
purchase, sale, or grant of any right (including, without limitation, any put
or call option) with respect to the Common Stock or with respect to any
security (other than a broad-based market basket or index) that includes,
relates to or derives any significant part of its value from the Common
Stock.
(b) The Stockholder also agrees and consents to the entry
of stop transfer instructions with the Company's Transfer Agent and Registrar
against the Transfer of Common Stock held by Stockholder except in compliance
with the terms and conditions of this Lock-up Agreement.
(c) The restrictions contained in this Lock-up Agreement
shall apply to Stockholder with respect to any and all Transfers of any of
the Company's Common Stock with the exception of that Common Stock acquired
by the Stockholder on the open market. Any and all other Transfers are
prohibited by this Agreement.
2. Early Termination of Lock-Up Period; Price Gateways.
178399
|
Zanett
As referenced in this Lock-Up Agreement:
Zanett, Inc. – AGREEMENT
-----------------
THIS LOCK-UP AGREEMENT (the "Lock-up Agreement") is entered into
-----------------
effective as of December 4 2003, by and between Ruby Norton (the
"Stockholder"), a Stockholder or optionholder of Zanett, Inc. , a Delaware
-----------
corporation (the "Company"), and the Company;
-------
WHEREAS, Stockholder beneficially owns (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended) five
_____________
Zanett, Inc. – that notices of change of address shall only be
effective upon receipt:
If to Stockholder:
-----------------
Delta Communications Group
65 Enterprise, Suite 150
Aliso Viejo, CA 92656
If to the Company:
Zanett, Inc.
135 E. 57th Street, 15th Floor
New York, NY 10022
Attn: Chief Legal Officer
Fax: (212) 753-5304
(c) Assignment. This Lock-up Agreement and all of the
----------
provisions
_____________
ZANETT, INC. – may have related to the subject matter hereof in any
way.
IN WITNESS WHEREOF, the parties hereby have executed this Lock-up
Agreement as of the date first written above.
ZANETT, INC. RUBY NORTON
By: /s/ Pierre-Georges Roy /s/ Ruby Norton
Name: Pierre-Georges Roy
Title: Chief Legal Officer
{PAGE}
SCHEDULE A
Gateway Price 1 Release Percentage
--------------- ------------------
$ 6.85 10%
$
_____________
dt 1321113
;
| Ruby Norton
|
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Full Doc
| 2003 |
Lock-Up Agreement
Lock-Up Agreement (13K)
Doc #190450: Click preview link for longer preview.
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "Lock-up Agreement") is entered into
-----------------
effective as of January 31, 2003, by and between Douglas L. Hartmann (the
"Shareholder"), a shareholder of Zanett, Inc., a Delaware corporation (the
-----------
"Company"), and the Company;
-------
WHEREAS, Shareholder beneficially owns (within the meaning of Rule 13d-
3 under the Securities Exchange Act of 1934, as amended)
( ) shares of common
-------------------------------------- --------------
stock, par value $0.001 per share of the Company (the "Common Stock");
------------
WHEREAS, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Shareholder has agreed to enter into this
Lock-up Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. Lock-up on Transfer of Shares
(a) The Shareholder agrees not, directly or indirectly, to
sell, offer to sell, contract to sell, assign, pledge, hypothecate, encumber
or otherwise transfer, or enter into any contract, option or other
arrangement or understanding with respect to the sale, assignment, pledge or
other disposition of (collectively, "Transfer") any rights with respect to
(i) any Common Stock currently owned by Shareholder and (ii) any Common Stock
owned by Shareholder as a result of additional issuances for a period
commencing on the date hereof and continuing through January 31, 2008 (the
"Lock-up Period") except as expressly provided herein. The foregoing
restriction has been expressly agreed to preclude Shareholder from engaging
in any hedging or other transaction during the Lock-up Period that is
designed to or reasonably expected to lead to or result in a Transfer of the
Common Stock. Such prohibited hedging or other transaction would include,
without limitation, any short sale (whether or not against the box) or any
purchase, sale, or grant of any right (including, without limitation, any put
or call option) with respect to the Common Stock or with respect to any
security (other than a broad-based market basket or index) that includes,
relates to or derives any significant part of its value from the Common
Stock.
(b) The Shareholder also agrees and consents to the entry of
stop transfer instructions with the Company's Transfer Agent and Registrar
against the Transfer of Common Stock held by Shareholder except in compliance
with the terms and conditions of this Lock-up Agreement.
(c) The restrictions contained in this Lock-up Agreement shall
apply to Shareholder with respect to any and all Transfers of any of the
Company's Common Stock with the exception of that Common Stock acquired by
the Shareholder on the open market. Any and all other Transfers are
prohibited by this Agreement.
2. Early Termination of Lock-Up Period; Price Gateways.
(a) In the event that both Claudio Guazzoni and David M.
McCarthy (collectively, the "Investment Banker") solely determine that the
release of shares of Common Stock from the restrictions contained in this
Lock-Up Agreement would not have an adverse short-term or long-term effect on
the market price for the Common Stock, then the Investment Banker may, but is
not obligated to, release shares of Common Stock from the restrictions
contained in this Lock-Up Agreement in such amount and on such terms as the
Investment Banker determines in its sole discretion. This Early Termination
clause is at the sole discretion of the Investment Banker, and requires no
consultation of, nor approval by, the Board of Directors of the Company, nor
any approval by the other Shareholders of the Company. This Early
Termination clause is applicable in whole or in part, with respect to the
amount of shares owned by a single Shareholder, and its applicability towards
one Shareholder does not constitute any obligation what-so-ever towards any
or all other Shareholders which may have signed the same, or similar, Lock-Up
Agreements.
190450
|
Zanett
As referenced in this Lock-Up Agreement:
Zanett, Inc. – UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "Lock-up Agreement") is entered into
-----------------
effective as of January 31, 2003, by and between Douglas L. Hartmann (the
"Shareholder"), a shareholder of Zanett, Inc. , a Delaware corporation (the
-----------
"Company"), and the Company;
-------
WHEREAS, Shareholder beneficially owns (within the meaning of Rule 13d-
3 under the Securities Exchange Act of 1934, as amended)
( ) shares
_____________
Zanett, Inc. – address shall only be
effective upon receipt:
If to Shareholder:
-------------------
Paragon Dynamics, Inc.
8 Inverness Drive East
Suite 108
Englewood, CO 80112
Attn: Douglas L. Hartmann
If to the Company:
-----------------
Zanett, Inc.
135 E. 57th Street, 15th Floor
New York, NY 10022
Attn: Chief Legal Officer
Fax: (212) 753-5304
(c) Assignment. This Lock-up Agreement and all of the
provisions
_____________
ZANETT, INC. – have related to the subject matter hereof in any
way.
{PAGE}
IN WITNESS WHEREOF, the parties hereby have executed this Lock-up
Agreement as of the date first written above.
ZANETT, INC. SHAREHOLDER
By:
------------------------- ---------------------------
Name: Pierre-Georges Roy Douglas L. Hartmann
Title: Chief Legal Officer
{PAGE}
SCHEDULE A
Gateway Price 1 Release Percentage
--------------- ------------------
$ 6.75 10%
$ 9.60 20%
$12.75
_____________
dt 1321114
;
| Douglas L. Hartmann
|
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Full Doc
| 2003 |
Lock-Up Agreement
Lock-Up Agreement (13K)
Doc #190452: Click preview link for longer preview.
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "Lock-up Agreement") is entered into
------------------
effective as of January 31, 2003, by and between Jeffrey J. Byrnes (the
"Shareholder"), a shareholder of Zanett, Inc., a Delaware corporation (the
-------------
"Company"), and the Company;
---------
WHEREAS, Shareholder beneficially owns (within the meaning of Rule 13d-
3 under the Securities Exchange Act of 1934, as amended)
( ) shares of common
--------------------------------------- ---------------- ------
stock, par value $0.001 per share of the Company (the "Common Stock");
-----
WHEREAS, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Shareholder has agreed to enter into this
Lock-up Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. Lock-up on Transfer of Shares
(a) The Shareholder agrees not, directly or indirectly, to
sell, offer to sell, contract to sell, assign, pledge, hypothecate, encumber
or otherwise transfer, or enter into any contract, option or other
arrangement or understanding with respect to the sale, assignment, pledge or
other disposition of (collectively, "Transfer") any rights with respect to
(i) any Common Stock currently owned by Shareholder and (ii) any Common Stock
owned by Shareholder as a result of additional issuances for a period
commencing on the date hereof and continuing through January 31, 2008 (the
"Lock-up Period") except as expressly provided herein. The foregoing
restriction has been expressly agreed to preclude Shareholder from engaging
in any hedging or other transaction during the Lock-up Period that is
designed to or reasonably expected to lead to or result in a Transfer of the
Common Stock. Such prohibited hedging or other transaction would include,
without limitation, any short sale (whether or not against the box) or any
purchase, sale, or grant of any right (including, without limitation, any put
or call option) with respect to the Common Stock or with respect to any
security (other than a broad-based market basket or index) that includes,
relates to or derives any significant part of its value from the Common
Stock.
(b) The Shareholder also agrees and consents to the entry of
stop transfer instructions with the Company's Transfer Agent and Registrar
against the Transfer of Common Stock held by Shareholder except in compliance
with the terms and conditions of this Lock-up Agreement.
(c) The restrictions contained in this Lock-up Agreement shall
apply to Shareholder with respect to any and all Transfers of any of the
Company's Common Stock with the exception of that Common Stock acquired by
the Shareholder on the open market. Any and all other Transfers are
prohibited by this Agreement.
190452
|
Zanett
As referenced in this Lock-Up Agreement:
Zanett, Inc. – UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "Lock-up Agreement") is entered into
------------------
effective as of January 31, 2003, by and between Jeffrey J. Byrnes (the
"Shareholder"), a shareholder of Zanett, Inc. , a Delaware corporation (the
-------------
"Company"), and the Company;
---------
WHEREAS, Shareholder beneficially owns (within the meaning of Rule 13d-
3 under the Securities Exchange Act of 1934, as amended)
( ) shares
_____________
Zanett, Inc. – address shall only be
effective upon receipt:
If to Shareholder:
-------------------
Paragon Dynamics, Inc.
8 Inverness Drive East
Suite 108
Englewood, CO 80112
Attn: Jeffrey J. Byrnes
If to the Company:
------------------
Zanett, Inc.
135 E. 57th Street, 15th Floor
New York, NY 10022
Attn: Chief Legal Officer
Fax: (212) 753-5304
(c) Assignment. This Lock-up Agreement and all of the
provisions
_____________
ZANETT, INC. – have related to the subject matter hereof in
any way.
{PAGE}
IN WITNESS WHEREOF, the parties hereby have executed this Lock-up
Agreement as of the date first written above.
ZANETT, INC. SHAREHOLDER
By:
----------------------- -------------------------------
Name: Pierre-Georges Roy Jeffrey J. Byrnes
Title: Chief Legal Officer
{PAGE}
SCHEDULE A
Gateway Price 1 Release Percentage
$ 6.75 10%
$ 9.60 20%
$12.75
_____________
dt 1321115
;
| Jeffrey J. Byrnes
|
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Full Doc
| 2003 |
Non-Competition Agreement
Non-Competition Agreement (11K)
Doc #101422: Click preview link for longer preview.
NON-COMPETITION AGREEMENT
THIS NON-COMPETITION AGREEMENT (this "Agreement") is made as of
the 31st day of January, 2003 by and between Paragon Dynamics, Inc., a
Delaware corporation formerly known as Zanett Inc. Merger Sub PDI, Inc
("Company"), and Jeffrey J. Byrnes ("Byrnes").
Background
WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as of January 31, 2003
(the "Merger Agreement"), by and among the Company, Zanett, Inc. ("Zanett"),
a Delaware corporation, Paragon Dynamics, Inc., a Colorado corporation
("PDI"), and Byrnes and the other shareholders of PDI identified on the
signature page thereto, PDI is being merged with and into the Company, with
the Company surviving the merger as a Delaware corporation named Paragon
Dynamics, Inc. (the "Merger") (capitalized terms not otherwise defined herein
shall have the respective meanings assigned to such terms in the Merger
Agreement); and
WHEREAS, Byrnes is an employee of PDI and will continue as an
employee of the Company after the Merger, and has experience in the business
of providing information technology consulting services in satellite
communications, software development, SETA, networking or database storage
and management for the Intelligence Community (as defined by
www.intelligence.gov) currently consisting of 14 executive branch agencies
and organizations, and possesses knowledge of the business and affairs the
Company and its customers, policies, methods, personnel, trade secrets and
confidential information; and
WHEREAS, Byrnes acknowledges that each of the Company and Zanett
would be irreparably harmed if the knowledge of Byrnes of the business and
affairs, trade secrets or confidential information of the Company were
disclosed or utilized on behalf of any business, person or entity which is
in, or contemplates entering into, competition in any respect, directly or
indirectly with the Company; and
WHEREAS, as a material inducement for Zanett and the Company to
enter into the Merger Agreement and as a material condition to the Closing of
the transactions contemplated by thereby, Byrnes agreed to execute and
deliver this Agreement.
NOW, THEREFORE, in consideration for the foregoing and the mutual
covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
intending to be legally bound hereby, the parties hereto agree as follows:
101422
|
Zanett
As referenced in this Non-Competition Agreement:
ZANETT INC – PLANET ZANETT INC 8-K (Filed 2/13/2003)
_____________
ZANETT INC –
PLANET ZANETT INC
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Zanett Inc. – COMPETITION AGREEMENT
THIS NON-COMPETITION AGREEMENT (this "Agreement") is made as of
the 31st day of January, 2003 by and between Paragon Dynamics, Inc., a
Delaware corporation formerly known as Zanett Inc. Merger Sub PDI, Inc
("Company"), and Jeffrey J. Byrnes ("Byrnes").
Background
WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as
_____________
Zanett, Inc. – WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as of January 31, 2003
(the "Merger Agreement"), by and among the Company, Zanett, Inc. ("Zanett"),
a Delaware corporation, Paragon Dynamics, Inc., a Colorado corporation
("PDI"), and Byrnes and the other shareholders of PDI identified on the
signature page thereto, PDI is being merged
_____________
Zanett, Inc. – postage prepaid, addressed to the respective addresses set forth
below:
If to the Company:
------------------
Paragon Dynamics, Inc.
8 Inverness Drive East, Suite 108
Englewood, CO 80112
With a copy to:
---------------
Zanett, Inc.
135 E. 57th Street, 15th Floor
New York, NY 10022
Attn: Chief Legal Officer
Fax: (646) 521-8525
If to Byrnes:
-------------
C/O Paragon Dynamics, Inc.
8 Inverness Drive
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dt 1848730
;
PDI
As referenced in this Non-Competition Agreement:
PDI, Inc – of
the 31st day of January, 2003 by and between Paragon Dynamics, Inc., a
Delaware corporation formerly known as Zanett Inc. Merger Sub PDI, Inc
("Company"), and Jeffrey J. Byrnes ("Byrnes").
Background
WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of
_____________
dt 270646
;
Jeffrey J. Byrnes;
| Paragon Dynamics, Inc.;
Planet Zanett Inc
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| 2006 |
Omnibus Instrument
Omnibus Instrument (41K)
Doc #2531325: Click preview link for longer preview.
OMNIBUS INSTRUMENT
WHEREAS, the parties named herein desire to enter into certain program documents contained herein, each such document (unless otherwise specified in such document) dated as of this 19th day of September, 2006, relating to the issuance by ING USA Global Funding Trust 3 (the �Trust�) of extendible Notes with a principal amount of $400,000,000 to investors under the secured notes program sponsored by ING USA;
WHEREAS, the Trust is a trust and will be organized under and its activities will be governed by the . . .
2531325
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Citibank
As referenced in this Omnibus Instrument:
Citibank, N.A. – This INDENTURE (this Indenture) is entered into as of the Original Issue Date by and between the ING USA Global Funding Trust specified in the Omnibus Instrument (the Trust) and Citibank, N.A. , as indenture trustee (the Indenture Trustee).
Citibank, N.A., in its capacity as Indenture Trustee, hereby accepts its role as Registrar, Paying Agent, Transfer Agent and Calculation Agent hereunder.
_____________
Citibank, N.A. – the Original Issue Date by and between the ING USA Global Funding Trust specified in the Omnibus Instrument (the Trust) and Citibank, N.A., as indenture trustee (the Indenture Trustee).
Citibank, N.A. , in its capacity as Indenture Trustee, hereby accepts its role as Registrar, Paying Agent, Transfer Agent and Calculation Agent hereunder.
References herein to Indenture Trustee, Registrar, Transfer Agent, Paying
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Citibank, N.A. – USA), the ING USA Global Funding Trust specified in the Omnibus Instrument (the Trust), U.S. Bank National Association, in its capacity as custodian of the Funding Agreement (Custodian) and Citibank, N.A. , as indenture trustee (the Indenture Trustee).
WITNESSETH
WHEREAS, the Trust will enter into the Funding Agreement with ING USA, effective as of the Original Issue Date specified in the
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Citibank, N.A. – National Association
Corporate Trust Services
209 S. LaSalle Street, Suite 300
Chicago, Illinois 60604
Attention: Patricia Child, VP
Telephone: (312) 325-8902
Facsimile: (212) 325-8905
To the Indenture Trustee:
Citibank, N.A.
Agency & Trust
388 Greenwich Street, 14th Floor
New York, New York 10013
Facsimile: (212) 816-5527
Attention: Agency & Trust, ING USA Global Funding Trust
To ING USA:
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CITIBANK, N.A. – Agreement set forth in Section A herein), as Trust Beneficial Owner
By:
/s/ Andrew L. Stidd
Name: Andrew L. Stidd
Title: Vice President
[Execution Page 2 of 4]
E-2
CITIBANK, N.A. (in executing below agrees and becomes a party to (i) the Indenture set forth in Section B herein, as Indenture Trustee, Registrar, Transfer Agent, Paying Agent and Calculation Agent
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dt 1616629
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ING Groep
As referenced in this Omnibus Instrument:
ING Groep N. – and Indemnity Agreement dated as of May 25, 2005, by and between ING USA and the Trustee;
WHEREAS, certain licensing arrangements between the Trustee, on behalf of the Trust, and ING Groep N. V. will be governed pursuant to the provisions of the License Agreement dated as of May 19, 2005, by and between the Trustee and ING Groep N.V.;
WHEREAS, certain
_____________
ING Groep N. – the Trust, and ING Groep N.V. will be governed pursuant to the provisions of the License Agreement dated as of May 19, 2005, by and between the Trustee and ING Groep N. V.;
WHEREAS, certain custodial arrangements for the Funding Agreement will be governed pursuant to the provisions of the Custodial Agreement (the Custodial Agreement) dated as of May 19, 2005 by
_____________
dt 1666424
;
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McGraw-Hill Companies
As referenced in this Omnibus Instrument:
McGraw-Hill Companies, Inc – officer of ING USA Annuity and Life Insurance Company, an Iowa stock life insurance company (ING USA), does hereby certify to Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., in such capacity and on behalf of ING USA, to the knowledge of the undersigned and after reasonable inquiry, that:
1.
each of the representations and warranties of ING
_____________
McGraw-Hill Companies, Inc – and Post Effective Amendment No. 2 filed with the Commission on September 8, 2006 (the Registration Statement), does hereby certify to Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., in such capacity and on behalf of each Trust, to the knowledge of the Trustee without any independent investigation, that:
1.
each of the representations and warranties of each
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McGraw-Hill Companies, Inc – Distribution Agreement, the Program under which the Notes are issued is rated Aa3 by Moodys Investors Service, Inc. (Moodys), AA by Standard & Poors Rating Services, a division of The McGraw-Hill Companies, Inc . (S&P) and aa- by A.M. Best Company (A.M. Best). ING USA expects that the Notes will be rated Aa3 by Moodys and aa- by A.
_____________
dt 1624353
;
Deutsche Bank
As referenced in this Omnibus Instrument:
DEUTSCHE BANK SECURITIES INC – a party to the Coordination Agreement set forth in Section D herein), as Custodian
By:
/s/ S. Dodson
Name: Seth Dodson
Title: VP
[Execution Page 3 of 4]
E-3
DEUTSCHE BANK SECURITIES INC . (in executing below agrees and becomes a party to the Terms Agreement set forth in Section C herein)
By:
/s/ Bruno Mastropasqua
Name: Bruno Mastropasqua
Title: Managing Director
By:
/
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dt 1650977
;
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| 2007 |
Registration Rights Agreement
Registration Rights Agreement (101K)
Doc #3117002: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
by and among
SANDRIDGE ENERGY, INC.
and
THE PURCHASERS SET FORTH ON
SCHEDULE I HERETO
REGISTRATION RIGHTS AGREEMENT, dated as of March 20, 2007, among SandRidge Energy, Inc., a Delaware corporation (together with any successor entity, herein referred to as the �Company�), and the several purchasers (the �Purchasers�) under the Purchase Agreement (as defined below).
Pursuant to the Stock Purchase Agreement, dated as of February 12, 2007, among the . . .
3117002
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| 2005 |
Renewable Unsecured Subordinated Notes
Renewable Unsecured Subordinated Notes (181K)
Doc #1157268: This document is immediately available for purchase, but does not have a preview available for viewing.
1157268
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| 2005 |
Renewable Unsecured Subordinated Note
Renewable Unsecured Subordinated Note (16K)
Doc #1157270: Click preview link for longer preview.
THIS RENEWABLE UNSECURED SUBORDINATED NOTE (THE "NOTE") OF ZANETT, INC. (THE
"COMPANY") IS SUBJECT TO THE TERMS OF THE INDENTURE, WHICH AMONG OTHER
PROVISIONS, CONTAINS REQUIREMENTS FOR THE HOLDER TO TRANSFER THIS NOTE,
INCLUDING THE PRIOR CONSENT OF THE COMPANY TO ANY SUCH TRANSFER. THE INDENTURE
HAS BEEN FILED AS EXHIBIT 4.1 TO THE COMPANY'S REGISTRATION STATEMENT ON FORM
S-2 DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION ON OR ABOUT
FEBRUARY ___, 2005, PURSUANT TO WHICH THIS NOTE HAS BEEN ISSUED BY THE COMPANY.
THE COMPANY MAY REDEEM THIS NOTE, IN . . .
1157270
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Zanett
As referenced in this Renewable Unsecured Subordinated Note:
ZANETT, INC. – 4
<FILENAME>ex4-2.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>
<PAGE>
Exhibit 4.2
THIS RENEWABLE UNSECURED SUBORDINATED NOTE (THE "NOTE") OF ZANETT, INC. (THE
"COMPANY") IS SUBJECT TO THE TERMS OF THE INDENTURE, WHICH AMONG OTHER
PROVISIONS, CONTAINS REQUIREMENTS FOR THE HOLDER TO TRANSFER THIS NOTE,
INCLUDING THE PRIOR CONSENT OF THE
_____________
ZANETT, INC. – PURSUANT TO WHICH THIS NOTE HAS BEEN ISSUED BY THE COMPANY.
THE COMPANY MAY REDEEM THIS NOTE, IN WHOLE OR IN PART, IN ACCORDANCE WITH THE
TERMS OF THE INDENTURE.
ZANETT, INC.
Incorporated Under the Laws of Delaware
RENEWABLE UNSECURED SUBORDINATED NOTE
Registered No.: ___________________ Registered Principal Amount: $___________
Issue Date: _______________________ Interest Rate: __________________________
Term: _____________________________ Interest Payment Schedule: ______________
_____________
Zanett, Inc. – UNSECURED SUBORDINATED NOTE
Registered No.: ___________________ Registered Principal Amount: $___________
Issue Date: _______________________ Interest Rate: __________________________
Term: _____________________________ Interest Payment Schedule: ______________
Maturity Date: ____________________ Payment Date (for interest): ____________
Zanett, Inc. , a corporation created under the laws of the State of
Delaware (the "Company," which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby
_____________
ZANETT, INC. – Note to be signed in its name by the manual or facsimile signature
of its President and attested to by the manual or facsimile signature of its
Secretary.
Dated: _____________________ ZANETT, INC.
By_________________________________
Name:______________________________
Title:_____________________________
Attest:
_____________________________________
_____________________, Secretary
CERTIFICATE OF AUTHENTICATION
This Note is one of the Renewable Unsecured Subordinated Notes,
referred to in the within-mentioned Indenture.
_____________
dt 1801745
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Securities Purchase Agreement
Securities Purchase Agreement (136K)
Doc #3117000: Click preview link for longer preview.
SECURITIES PURCHASE AGREEMENT
by and among
RIATA ENERGY, INC.
d/b/a SANDRIDGE ENERGY, INC.
and
THE PURCHASERS SET FORTH ON
SCHEDULE I HERETO
Table of Contents
ARTICLE I
DEFINITIONS
Section 1.01
Definitions
1
ARTICLE II
SALE AND PURCHASE
. . .
3117000
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| 2005 |
Stock Purchase Agreement
Stock Purchase Agreement (157K)
Doc #1157258: Click preview link for longer preview.
STOCK PURCHASE AGREEMENT
BY AND AMONG
WHITBREAD TECHNOLOGY PARTNERS, INC.
ZANETT, INC.
and
JOEL D'ARCY
Dated as of March 1, 2005
<PAGE>
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of
March 1, 2005, by and among WHITBREAD TECHNOLOGY . . .
1157258
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Zanett
As referenced in this Stock Purchase Agreement:
ZANETT, INC. – lt;TYPE>EX-2
<SEQUENCE>2
<FILENAME>r8kexhibit21.txt
<TEXT>
EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
BY AND AMONG
WHITBREAD TECHNOLOGY PARTNERS, INC.
ZANETT, INC.
and
JOEL D'ARCY
Dated as of March 1, 2005
<PAGE>
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of
March 1,
_____________
ZANETT, INC. – PAGE>
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of
March 1, 2005, by and among WHITBREAD TECHNOLOGY PARTNERS, INC., a
Massachusetts corporation ("Whitbread"), ZANETT, INC. , a Delaware corporation
("Buyer"), and Joel D'Arcy, an individual residing in the State of New
Hampshire and owner of all of the outstanding capital stock of Whitbread (the
"
_____________
Zanett, Inc. – courier to the
parties hereto at the following addresses, or at such other address as either
party may advise the other in writing from time to time:
If to Buyer:
Zanett, Inc.
135 East 57th Street
15th Floor
New York, NY 10022
Attention: Pierre-Georges Roy, Chief Legal Officer
As of April 1, 2005
Zanett Inc.
635 Madison Avenue, 15th Floor
_____________
Zanett Inc. – time to time:
If to Buyer:
Zanett, Inc.
135 East 57th Street
15th Floor
New York, NY 10022
Attention: Pierre-Georges Roy, Chief Legal Officer
As of April 1, 2005
Zanett Inc.
635 Madison Avenue, 15th Floor
New York, NY 10022
Attn: Pierre-Georges Roy, Chief Legal Officer
Fax: (212) 753-5304
with a copy to (which shall not constitute notice):
_____________
Zanett, Inc. – Whitbread:
Whitbread Technology Partners, Inc.
67 Montvale Avenue, Suite 301
Stoneham, MA 02180
Phone: (617) 966-5152
Fax: (781) 994-0101
with a copy to (which shall not constitute notice):
Zanett, Inc.
135 East 57th Street
15th Floor
New York, NY 10022
Attention: Pierre-Georges Roy, Chief Legal Officer
As of April 1, 2005
Zanett Inc.
635 Madison Avenue, 15th Floor
_____________
dt 1801744
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| 2002 |
Stock Purchase Agreement
Stock Purchase Agreement (56K)
Doc #1157386: Click preview link for longer preview.
<DESCRIPTION>GLOBEDRIVE STOCK PURCHASE AGREEMENT
<TEXT>
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made
and entered into as of August 31, 2001 (the "Agreement Date"),
by and between GLOBEDRIVE.COM INC., a Delaware corporation
currently having its principal place of business located at 3
Kakiat Lane, Spring Valley, NY 10977 (the "Company"), PLANET
ZANETT CORPORATE INCUBATOR, INC., a Delaware corporation
currently . . .
1157386
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| 2006 |
Stock Purchase Agreement
Stock Purchase Agreement (160K)
Doc #1566567: Click preview link for longer preview.
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of
April 19, 2006 by and among DATA ROAD, INC., a Florida corporation ("Data
Road"), ZANETT, INC., a Delaware corporation ("Zanett"), ZANETT COMMERCIAL
SOLUTIONS, INC., a Delaware corporation, and wholly owned subsidiary of
Zanett, with a place of business at 635 Madison Avenue, Floor 15, New York,
NY 10022 ("Buyer"), Jeffery Francis and John Vaughan, individuals residing
in the State of Florida and owners of all of the . . .
1566567
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Zanett
As referenced in this Stock Purchase Agreement:
ZANETT, INC. – 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of
April 19, 2006 by and among DATA ROAD, INC., a Florida corporation ("Data
Road"), ZANETT, INC. , a Delaware corporation ("Zanett"), ZANETT COMMERCIAL
SOLUTIONS, INC., a Delaware corporation, and wholly owned subsidiary of
Zanett, with a place of business at 635 Madison Avenue, Floor 15, New
_____________
Zanett, Inc. – but not limited to elections, declarations, disclosures,
schedules, estimates and information returns) required to be filed with any
taxing or governmental authority.
"Zanett Stock" shall mean the common stock of Zanett, Inc. , $0.001 par
value per share.
1.2 Construction.
(a) The headings and captions used herein are intended for
convenience of reference only, and shall not modify or affect
_____________
Zanett, Inc. – or permit the loss of, or
jeopardization of, its S corporation status for federal income tax purposes.
8.5 Creation of Data Road Stock Option Plan.
(a) After the Closing, Zanett, Inc. shall reserve options to
purchase an aggregate 100,000 shares of Zanett Stock (each, a "Zanett
Option") for employees of Data Road, which Zanett Options shall be available
for
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Zanett, Inc. – entitled to consummate any
sale, merger, reorganization, consolidation or other similar transaction
involving the Company, in each case to a Person that is an Affiliate of Buyer
or its parent, Zanett, Inc. , without requiring any consent of the Sellers,
and the consummation of such transaction shall not be deemed to violate any
provision of this Agreement.
8.10 Post Closing Operations.
_____________
Zanett, Inc. – the following addresses, or at such other address as either
party may advise the other in writing from time to time:
If to Buyer:
Zanett Commercial Solutions, Inc.
c/o Zanett, Inc.
635 Madison Avenue
15th Floor
New York, NY 10022
Attention: President
Facsimile: (646) 502-1808
with a copy to (which shall not constitute notice):
Drinker Biddle & Reath LLP
One
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dt 1685247
;
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Drinker Biddle
As referenced in this Stock Purchase Agreement:
Drinker Biddle – time or date is agreed to by the parties hereto (the actual time and
date of the Closing, the "Closing Date"). The Closing shall be held at the
offices of Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry
Streets, Philadelphia, PA 19103-6996 fax: (215) 988-2757, or at such other
place as the parties hereto may agree.
2.
_____________
Drinker Biddle – Solutions, Inc.
c/o Zanett, Inc.
635 Madison Avenue
15th Floor
New York, NY 10022
Attention: President
Facsimile: (646) 502-1808
with a copy to (which shall not constitute notice):
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103
Attention: Stephen T. Burdumy, Esq.
Facsimile: (215) 988-2757
If to the Sellers:
Jeffery Francis
3421 Lands
_____________
dt 1678970
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| 2007 |
Stock Purchase Agreement
Stock Purchase Agreement (134K)
Doc #3117003: Click preview link for longer preview.
STOCK PURCHASE AGREEMENT
by and among
SANDRIDGE ENERGY, INC.
and
THE PURCHASERS SET FORTH ON
SCHEDULE 2.02 HERETO
Table of Contents
ARTICLE I DEFINITIONS
1
Section 1.01 Definitions
1
ARTICLE II SALE AND PURCHASE
7
Section 2.01 Sale and Purchase
7
Section 2.02 Closing.
7
Section 2.03 The . . .
3117003
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| 2001 |
Stockholders' Agreement
Stockholders' Agreement (34K)
Doc #1157441: Click preview link for longer preview.
STOCKHOLDERS' AGREEMENT
This Stockholders' Agreement (this "AGREEMENT"), is made as of
January 26, 2001, by and among GLOBEDRIVE.COM INC., a Delaware corporation (the
"COMPANY"), PLANET ZANETT CORPORATE INCUBATOR, INC., a Delaware corporation (the
"INVESTOR"), Mr. Yossi Krasnjanski, Mr. Oleg Rabaev, Mr. Eli Yaacoby, Mr. Ravi
Adusumilli (each, unless otherwise specifically identified, a "Founder" and,
collectively, the "FOUNDERS"), Mr. Gary Miselevich ("MISELEVICH") and such . . .
1157441
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| 2001 |
Stockholders Agreement
Stockholders Agreement (46K)
Doc #1157453: Click preview link for longer preview.
<PAGE>
FANLINK NETWORKS, INC.
STOCKHOLDERS AGREEMENT
November 30, 2000
STOCKHOLDERS AGREEMENT
This Stockholders Agreement (this "Agreement"), dated as of November
30, 2000, between Fanlink Networks, Inc., a Delaware corporation (the
"Company"), and certain stockholders of the Company, each of whom is listed on
Schedules I and II (the "Stockholders").
W I T N E S S E T . . .
1157453
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