REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 9, 2005, --------- by and between CITADEL SECURITY SOFTWARE INC., a Delaware corporation (the "Company"), and each of the entities whose names appear on the signature pages -------...Registration Rights Agreement • May 10th, 2005 • Citadel Security Software Inc • Services-prepackaged software • New York
CONSULTING AGREEMENTConsulting Agreement • July 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software
AGREEMENT ---------Loan and Security Agreement • October 12th, 2005 • Citadel Security Software Inc • Services-prepackaged software
A. The Company wishes to sell to each Investor, and each Investor wishes to purchase, on the terms and subject to the conditions set forth in this Agreement, (A) shares (the "Preferred Shares") of the Company's Series B ----------------- Convertible...Securities Purchase Agreement • May 10th, 2005 • Citadel Security Software Inc • Services-prepackaged software • New York
November 11, 2002 PERSONAL & CONFIDENTIAL ----------------------- RTX SECURITIES CORPORATION ADVISORY AGREEMENT Dear Mr. Solomon: RTX Securities Corporation ("RTX") is pleased to act as financial advisor to Citadel Security Software Inc. (the...Indemnification Agreement • June 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software
PREAMBLE --------Settlement Agreement • August 29th, 2006 • Citadel Security Software Inc • Services-prepackaged software • New York
WHEREAS, the Company has awarded the non-qualified stock option described -------------------------- in this Agreement (the "Option") to the Optionee;Stock Option Agreement • June 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software • Texas
RECITALSLoan and Security Agreement • September 16th, 2005 • Citadel Security Software Inc • Services-prepackaged software • California
WHEREAS, the Company has awarded the non-qualified stock option described -------------------------- in this Agreement (the "Option") to the Optionee;Nonqualified Stock Option Agreement • July 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software • Texas
This EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of --------- May __, 2005, by and among CITADEL SECURITY SOFTWARE INC., a Delaware corporation (the "Company"), and SATELLITE STRATEGIC FINANCE ASSOCIATES, LLC ------- (the...Exchange Agreement • May 10th, 2005 • Citadel Security Software Inc • Services-prepackaged software • New York
2. Delivery of Warrant Shares Upon Exercise. Upon receipt of an --------------------------------------------- Exercise Notice pursuant to Section 1 above, the Company shall, (A) in the case of a Cash Exercise no later than the close of business on the...Citadel Security Software Inc • February 10th, 2004 • Services-prepackaged software
THIS SUBLEASE AGREEMENT ("Sublease") is made and entered into effective as -------- of the 22nd day of March, 2002 (the "Effective Date"), by and between SWS -------------- SECURITIES, INC., a Texas corporation formerly known as Southwest Securities,...Sublease Agreement • April 5th, 2002 • Citadel Security Software Inc • Services-prepackaged software • Texas
Exhibit 4.2 WARRANTCitadel Security Software Inc • August 26th, 2005 • Services-prepackaged software • California
Exhibit 10.3 Form of Restricted Stock Award Agreement (Executives) RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this "AGREEMENT") is made and entered into by and between Citadel Security Software Inc., a Delaware corporation...Restricted Stock Award Agreement • December 23rd, 2005 • Citadel Security Software Inc • Services-prepackaged software • Delaware
Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made and entered into as of January 1, 2002, by and between Citadel Software, Inc., a Delaware corporation ("Company"), and Steven B. Solomon ("Employee"). WHEREAS,...Employment Agreement • January 11th, 2002 • Citadel Security Software Inc
10.1 Amendment to Agreement with Randy Schirman, between Randy Schirman and Citadel Security Software Inc., dated as of December 2, 2006. CITADEL SECURITY SOFTWARE INC. AMENDMENT TO AGREEMENTS WITH RANDY SCHIRMAN This agreement (this "Agreement") is...Citadel Security Software Inc • December 8th, 2006 • Services-prepackaged software • Texas
Exhibit 10.7 AMENDMENT TO OPTION AGREEMENTOption Agreement • November 9th, 2006 • Citadel Security Software Inc • Services-prepackaged software
AGREEMENT ---------Intellectual Property Security Agreement • October 12th, 2005 • Citadel Security Software Inc • Services-prepackaged software
RECITALSLoan and Security Agreement • August 26th, 2005 • Citadel Security Software Inc • Services-prepackaged software • California
CONSULTANT AGREEMENT -------------------- This Agreement is made and entered into as of the 24th day of April, 2003, between Citadel Security Software, Inc. and CEOcast, Inc. (the "Consultant") In consideration of and for the mutual promises and...Consultant Agreement • June 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software • New York
b) Exercise Notice. In order to exercise this Warrant, the Holder shall ---------------- send by facsimile transmission, at any time prior to 6:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the...Securities Purchase Agreement • May 10th, 2005 • Citadel Security Software Inc • Services-prepackaged software
LEASE TERMINATION AGREEMENT --------------------------- This Lease Termination Agreement, dated as of the _____ day of June, 2007 (the "AGREEMENT"), is entered into by and between Teachers Insurance and Annuity Association of America, for the benefit...Lease Termination Agreement • June 20th, 2007 • CDSS Wind Down Inc • Services-prepackaged software
Exhibit 4.1 FACTORING AGREEMENT This Agreement, dated October 28, 2005 (the "Effective Date"), is between Citadel Security Software Inc. with offices at Two Lincoln Center, 5420 LBJ Freeway, Ste. 1600, Dallas, TX 75240 (hereinafter called "Seller"),...Factoring Agreement • November 4th, 2005 • Citadel Security Software Inc • Services-prepackaged software • Texas
Exhibit 10.1 CITADEL SECURITY SOFTWARE INC. AMENDMENT TO AGREEMENTS WITH STEVEN B. SOLOMONAgreement • November 9th, 2006 • Citadel Security Software Inc • Services-prepackaged software • Texas
Exhibit 10.3 CITADEL SECURITY SOFTWARE INC. AMENDMENT TO AGREEMENTS WITH CARL BANZHOFAgreement • November 9th, 2006 • Citadel Security Software Inc • Services-prepackaged software • Texas
Exhibit 10.4 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT, is dated effective as of ______, 2002 (the "Effective Date") between Citadel Security Software Inc., a Delaware corporation (the "Company"), and _______ (the "Indemnitee"). WHEREAS, it is...Indemnity Agreement • January 11th, 2002 • Citadel Security Software Inc • Delaware
Exhibit 10.6 CITADEL SECURITY SOFTWARE INC. AMENDMENT TO AGREEMENTS WITH ROBERT DIXCitadel Security Software Inc • November 9th, 2006 • Services-prepackaged software • Texas
Agreement # 01021189 for Materials and Services BetweenCitadel Security Software Inc • March 8th, 2002 • Services-prepackaged software • Texas
Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Citadel Security Software Inc • September 16th, 2005 • Services-prepackaged software • California
Exhibit 10.4 CITADEL SECURITY SOFTWARE INC. AMENDMENT TO AGREEMENTS WITH DAVID HELFFRICHCitadel Security Software Inc • November 9th, 2006 • Services-prepackaged software • Texas
SUBSCRIPTION AGREEMENTSubscription Agreement • May 13th, 2014 • Green Energy Management Services Holdings, Inc. • Services-management consulting services • New York
MERGER AGREEMENTMerger Agreement • March 31st, 2010 • CDSS Wind Down Inc • Services-prepackaged software • Delaware
This Merger Agreement (“Agreement”) is entered into effective as of March 29, 2010, by and among CDSS Wind Down, Inc., a Delaware corporation (“CDSS”), CDSS Merger Corporation, a Delaware corporation and a newly-created wholly-owned subsidiary of CDSS (“Merger Sub”), and Green Energy Management Services, Inc., a Delaware corporation (“Company”) (each a “Party” and collectively the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 4th, 2010 • CDSS Wind Down Inc • Services-prepackaged software • Delaware
This Subscription Agreement (this "Agreement") is entered into as of the date set forth on the signature page hereof by and between CDSS Wind Down Inc., a Delaware corporation (together with its successors and permitted assigns, the "Issuer"), the undersigned investor (together with its successors and permitted assigns, the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 9.1.
CONSULTANT AGREEMENTConsultant Agreement • June 8th, 2005 • Citadel Security Software Inc • Services-prepackaged software • New York
This Agreement is made and entered into as of the 24th day of April, 2005, between Citadel Security Software, Inc. (the “Company”) and CEOcast, Inc. (the “Consultant”).
EXHIBIT 4.2 CITADEL SECURITY SOFTWARE INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • July 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software • Texas
