As used herein the term "Registrable Security" means the Conversion Shares, -------------------- Warrant Shares, Default Warrant Shares and the Distribution Shares, until (i) the Registration Statement (as defined below) has been declared effective by...Registration Rights Agreement • May 31st, 2002 • TDT Development Inc • Food and kindred products • Florida
Name of Subscriber IMPORTANT: INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK. PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. STRONGHOLD TECHNOLOGIES, INC. SUBSCRIPTION AGREEMENT Stronghold...Stronghold Technologies Inc • April 15th, 2003 • Computer communications equipment • New Jersey
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 18, 2004, NEITHER...Stronghold Technologies Inc • June 28th, 2004 • Computer communications equipment • New York
THIS SECURITIES PURCHASE AGREEMENT, dated as of May 15, 2002 (the "Agreement"), is entered into by and among TDT Development, Inc., a Nevada --------- corporation (the "Company"), Stanford Venture Capital Holdings, Inc., a Delaware ------- corporation...Securities Purchase Agreement • May 31st, 2002 • TDT Development Inc • Food and kindred products • Florida
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 31, 2005, by and among Stronghold Technologies, Inc., a Nevada corporation with its headquarters located at 106 Allen Road, Basking Ridge, New Jersey...Registration Rights Agreement • April 11th, 2005 • Stronghold Technologies Inc • Computer communications equipment • New York
WHEREAS, the Careys are the owners and holders of 5,031,250 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"); ------------- WHEREAS, Stanford is the owner and holder of the number of shares of the Company's Series...Stockholders' Agreement • May 31st, 2002 • TDT Development Inc • Food and kindred products • Florida
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 17, 2006,...Stronghold Technologies Inc • March 23rd, 2006 • Computer communications equipment • New York
This agreement evidences the grant by Stronghold Technologies, Inc., a Nevada corporation (the "Company"), on , 200[ ] (the "Grant Date") to ---------- [ ], an [employee], [consultant], [director] of the Company ----------------- who resides in...Stronghold Technologies Inc • September 24th, 2002 • Computer communications equipment
Exhibit 2.2 ----------- STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 24th, 2002 • Stronghold Technologies Inc • Computer communications equipment • New York
WITNESSETH:Security Agreement • March 23rd, 2006 • Stronghold Technologies Inc • Computer communications equipment • New York
EXHIBIT 99.2Registration Rights Agreement • May 8th, 2003 • Stronghold Technologies Inc • Computer communications equipment • Florida
EXHIBIT 10.27 LOAN AGREEMENT dated as of September 30, 2002 among STRONGHOLD TECHNOLOGIES, INC., A NEW JERSEY CORPORATION ("Stronghold NJ"), STRONGHOLD TECHNOLOGIES, INC., A NEVADA CORPORATION ("Stronghold Nevada")(Stronghold NJ and Stronghold Nevada...Loan Agreement • April 24th, 2003 • Stronghold Technologies Inc • Computer communications equipment
Exhibit 10.4 ------------ EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ THIS EMPLOYMENT AGREEMENT(the "Agreement"), made this 15th day of May, 2002 (the "Effective Date") is entered into by Stronghold Technologies, Inc., a New Jersey...Employment Agreement • August 14th, 2002 • Stronghold Technologies Inc • Food and kindred products • New Jersey
Exhibit 10.1 ------------ EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 31st day of October, 2002 is entered into by Stronghold Technologies, Inc., a New Jersey corporation with its principal place of...Employment Agreement • November 14th, 2002 • Stronghold Technologies Inc • Computer communications equipment • New Jersey
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 15, 2005, NEITHER...Stronghold Technologies Inc • July 20th, 2005 • Computer communications equipment • New York
WARRANT -------TDT Development Inc • May 31st, 2002 • Food and kindred products • Florida
a) QUALIFIED INVESTOR. The Purchaser is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management, to protect its own...Securities Purchase Agreement • May 8th, 2003 • Stronghold Technologies Inc • Computer communications equipment • Florida
EXECUTION VERSION ----------------- CONSULTING AGREEMENT THIS CONSULTING AGREEMENT, dated as of April 30, 2003 (this "Agreement"), is entered into by and between Stanford Venture Capital Holdings, Inc., a Delaware corporation (the "Consultant"), and...Consulting Agreement • May 8th, 2003 • Stronghold Technologies Inc • Computer communications equipment • Florida
EXHIBIT 10.25 SUBORDINATION AGREEMENT 1. Christopher J. Carey (the "Creditor") a creditor of Stronghold Technologies, Inc., a New Jersey Corporation (the "Borrower") , knowing that UNITEDTRUST BANK (the "Bank") relying on this agreement will extend...Subordination Agreement • April 15th, 2003 • Stronghold Technologies Inc • Computer communications equipment • New Jersey
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of March 17, 2006, by and among Stronghold Technologies, Inc., a Nevada corporation, with headquarters located at 106 Allen Road, Basking Ridge, New Jersey 07920...Securities Purchase Agreement • March 23rd, 2006 • Stronghold Technologies Inc • Computer communications equipment • New York
Exhibit 10.38 FIRST MODIFICATION TO FORBEARANCE AGREEMENT This FIRST MODIFICATION TO FORBEARANCE AGREEMENT is made as of the 22nd day of November, 2004 by and among Stronghold Technologies, Inc., a New Jersey corporation ("Stronghold NJ"), Stronghold...Forbearance Agreement • February 11th, 2005 • Stronghold Technologies Inc • Computer communications equipment
WITNESSETH:Consulting Agreement • June 8th, 2006 • Stronghold Technologies Inc • Computer communications equipment • New Jersey
Exhibit 10.8 ------------ BUSINESS LOAN AGREEMENT -----------------------Business Loan Agreement • August 14th, 2002 • Stronghold Technologies Inc • Food and kindred products • New Jersey
THIS BUSINESS LOAN AGREEMENT dated June 30, 2002, is made and executed between Stronghold Technologies, Inc. ("Borrower") and United Trust Bank ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March 17, 2006, by and among Stronghold Technologies, Inc., a Nevada corporation with its headquarters located at 106 Allen Road, Basking Ridge, New Jersey...Registration Rights Agreement • March 23rd, 2006 • Stronghold Technologies Inc • Computer communications equipment • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 15, 2005, by and among Stronghold Technologies, Inc., a Nevada corporation, with headquarters located at 106 Allen Road, Basking Ridge, New Jersey 07920...Securities Purchase Agreement • July 20th, 2005 • Stronghold Technologies Inc • Computer communications equipment • New York
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of March 31, 2005, by and among Stronghold Technologies, Inc., a Nevada corporation ("Company"), and the secured parties signatory hereto and their respective endorsees, transferees...Security Agreement • April 11th, 2005 • Stronghold Technologies Inc • Computer communications equipment • New York
LOCK-UP AGREEMENT -----------------Lock-Up Agreement • May 31st, 2002 • TDT Development Inc • Food and kindred products • Florida
WITNESSETH:Intellectual Property Security Agreement • March 23rd, 2006 • Stronghold Technologies Inc • Computer communications equipment • New York
ContractStronghold Technologies Inc • February 16th, 2007 • Computer communications equipment • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 15, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
Exhibit 10.5 ------------ EMPLOYMENT AND NON-COMPETITION AGREEMENT ---------------------------------------- LENARD BERGER This EMPLOYMENT AND NON- COMPETITION AGREEMENT (this "Agreement"), dated as of August 1, 2000, is between Stronghold...Employment and Non-Competition Agreement • August 14th, 2002 • Stronghold Technologies Inc • Food and kindred products • New Jersey
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 31, 2005,...Stronghold Technologies Inc • April 11th, 2005 • Computer communications equipment • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2007 • DealerAdvance, Inc. • Computer communications equipment • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 25, 2007, by and among DealerAdvance, Inc., a Nevada corporation with its headquarters located at 16801 Addison Road, Suite 310, Addison, TX 75001 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • June 1st, 2007 • DealerAdvance, Inc. • Computer communications equipment • New York
SECURITY AGREEMENT (this “Agreement”), dated as of May 25, 2007, by and among DealerAdvance, Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 31, 2005, by and among Stronghold Technologies, Inc., a Nevada corporation, with headquarters located at 106 Allen Road, Basking Ridge, New Jersey 07920...Securities Purchase Agreement • April 11th, 2005 • Stronghold Technologies Inc • Computer communications equipment • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 1st, 2007 • DealerAdvance, Inc. • Computer communications equipment • New York
