EXHIBIT 10.34 ------------- REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 14, 2001, by and between CELERITY SYSTEMS, INC., a Delaware corporation (the "COMPANY"), and CORNELL CAPITAL PARTNERS L.P....Registration Rights Agreement • October 18th, 2001 • Celerity Systems Inc • Services-computer integrated systems design • Florida
AGREEMENTAgreement • July 11th, 2000 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 99.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of October 6, 2005, by CELERITY SYSTEMS, INC., a Delaware corporation, (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated...Escrow Agreement • October 7th, 2005 • Celerity Systems Inc • Services-computer integrated systems design • New Jersey
EXHIBIT 99.2 SUBSCRIPTION AGREEMENT CELERITY SYSTEMS, INC. Shares of common stock with an aggregate value equal to the amount of debt canceled, calculated at Market Price less twenty (20) percent, and warrants to purchase common stock at the rate of...Subscription Agreement • April 5th, 2000 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 14th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • Delaware
Exhibit 99.2 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of August 31, 2000, by and among Celerity Systems, Inc., a Delaware corporation, with headquarters located at 122 Perimeter Park Drive, Knoxville,...Securities Purchase Agreement • September 5th, 2000 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • New York
WITNESSETHRegistration Rights Agreement • October 8th, 1999 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • Delaware
WITNESSETH:Shareholders Agreement • September 14th, 1999 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • Delaware
ARTICLE 1.Security Agreement • February 14th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • New Jersey
Closing Date The closing date will be the date on which definitive documents are signed by and between the Issuer and Investor ("Closing Date"). It is estimated that the Closing Date shall take place within a reasonable amount of time from the...Celerity Systems Inc • August 31st, 2005 • Services-computer integrated systems design
On the terms and subject to the conditions set forth below, Cornell Capital Partners, LP (the "Investor") will commit to purchase $1.0 million of preferred stock from Celerity Systems Inc. (the "Issuer") on the principal terms set forth below. This letter is binding and the parties will enter into formal agreements setting forth their respective rights and obligations. Such agreements will contain customary representations, warranties and indemnifications. The material terms of the offering are set forth below:
Exhibit 10.45 TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT (the "AGREEMENT") is made and entered into effective as of February ___, 2002, by and between CELERITY SYSTEMS, INC., a Delaware corporation (the "Company"), and...Termination Agreement • March 27th, 2002 • Celerity Systems Inc • Services-computer integrated systems design
EXHIBIT 10.43 ------------- ADVISORY AGREEMENT ------------------ THIS AGREEMENT (the "Agreement") dated as of September 6, 2001 (the "Effective Date"), by and between CELERITY SYSTEMS, INC., hereinafter referred to as "Celerity" or the "Company," and...Advisory Agreement • October 18th, 2001 • Celerity Systems Inc • Services-computer integrated systems design • New York
EXHIBIT 99.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October 6, 2005, by and among CELERITY SYSTEMS, INC., a Delaware corporation (the "Company"), and the Buyers listed on Schedule I attached...Securities Purchase Agreement • October 7th, 2005 • Celerity Systems Inc • Services-computer integrated systems design • New Jersey
ARTICLE I CERTAIN DEFINITIONSCelerity Systems Inc • August 15th, 2001 • Services-computer integrated systems design • New York
Exhibit 10.9 LICENSE AGREEMENT This LICENSE AGREEMENT (this "Agreement") is made and entered into as of the 26th day of September, 1996, by and among CELERITY SYSTEMS, INC., a corporation organized and existing under the laws of the State of...License Agreement • August 13th, 1997 • Celerity Systems Inc • Tennessee
WITNESSETHSecurities Purchase Agreement • February 14th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • Delaware
EXHIBIT 10.40 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (the "AGREEMENT") entered into on September ___, 2001, (hereinafter the "EFFECTIVE DATE"), by and between CELERITY SYSTEMS, INC., a Delaware corporation (the "COMPANY"),...Consulting Services Agreement • October 18th, 2001 • Celerity Systems Inc • Services-computer integrated systems design • New York
EXHIBIT 10.44 -------------Financing Agreement • October 18th, 2001 • Celerity Systems Inc • Services-computer integrated systems design • Tennessee
ARTICLE I CERTAIN DEFINITIONSCelerity Systems Inc • October 18th, 2001 • Services-computer integrated systems design • New York
ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • September 5th, 2000 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • New York
WITNESSETH: ARTICLE I: PREMISESLease Agreement • October 8th, 1997 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • Tennessee
INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 6, 2006, by and among HOMELAND SECURITY CAPITAL CORPORATION, a Delaware corporation (the "Company"), and the undersigned investors...Investor Registration Rights Agreement • February 14th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • Delaware
WARRANTCelerity Systems Inc • April 5th, 2000 • Wholesale-computers & peripheral equipment & software • Delaware
RecitalsRoyalty Agreement • April 30th, 1999 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 24th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 21, 2006, by and among HOMELAND SECURITY CAPITAL CORPORATION, a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
RECITALS:Executive Employment Agreement • August 31st, 2005 • Celerity Systems Inc • Services-computer integrated systems design
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • August 24th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2006, by and among HOMELAND SECURITY CAPITAL CORPORATION, a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
LEASELease • January 5th, 2000 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software
CELERITY SYSTEMS, INC. 9051 EXECUTIVE PARK DRIVE SUITE 302 KNOXVILLE, TENNESSEE 37923Celerity Systems Inc • August 13th, 1997
BETWEENAgreement ("Agreement • August 13th, 1997 • Celerity Systems Inc • London
WITNESSTH:Line of Credit Agreement • October 27th, 2000 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software
Agreement No.________ Non-Disclosure Agreement This Agreement is made between CELERITY SYSTEMS, INC., ("CELERITY") and UNISYS Corporation - Federal Systems Division. ("UNISYS") and concerns the handling, safeguarding and exchange of sensitive,...Non-Disclosure Agreement • August 13th, 1997 • Celerity Systems Inc • Virginia
CELERITY SYSTEMS, INC. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF...Subscription Agreement • April 30th, 1999 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software
MANUFACTURING SERVICES AGREEMENT THIS AGREEMENT (the "Agreement") is effective November 27, 2000, by and between Celerity Systems, Inc., a Delaware corporation (hereinafter referred to as CUSTOMER) located at 122 Perimeter Park Drive, Knoxville,...Manufacturing Services Agreement • December 27th, 2000 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2008 • Homeland Security Capital CORP • Services-computer integrated systems design • Delaware
