RECITALS:Share Exchange Agreement • October 18th, 2004 • Continuum Group C Inc • Blank checks • Nevada
STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG SECOND LEASE AMENDMENT THIS SECOND LEASE AMENDMENT is made and entered into this 10th day of October, 2004, by and between Bissell Porter Siskey, LLC, a North Carolina limited liability company,...Premier Alliance Group, Inc. • April 27th, 2006 • Services-computer programming services
SECURITY AGREEMENTSecurity Agreement • September 12th, 2016 • Root9B Technologies, Inc. • Services-management consulting services • New York
This SECURITY AGREEMENT, dated as of September 9, 2016 (this "Agreement"), is among root9B Technologies, Inc., a Delaware corporation (the "Debtor") and the holders of the Debtor's Secured Convertible Promissory Notes (the "Notes") issued pursuant to that certain Securities Purchase Agreement dated of even date herewith (the “Purchase Agreement”), their endorsees, transferees and assigns (collectively, the "Secured Parties").
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 2nd, 2011 • Premier Alliance Group, Inc. • Services-computer programming services • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the _10th_ day of _November_, 2011, by and between _PREMIER ALLIANCE GROUP INC., a _Delaware__ corporation (the “Corporation”), and [____________________] (“Indemnified Party”), an individual having an address at [____________________________].
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 29th, 2014 • Premier Alliance Group, Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (“Agreement”) is made as of the date last indicated below on the acceptance page hereof, by and between PREMIER ALLIANCE GROUP, INC., a Delaware corporation having its principal offices at 4521 Sharon Road, Suite 300, Charlotte, North Carolina 28211 (the “Company” or “Borrower”) and the Purchaser (“Purchaser”) whose name and address are set forth on the Signature Page to this Agreement.
Security Agreement by and among Greenhouse Holdings, Inc. and Premier Alliance Group, Inc., dated March 5, 2012Security Agreement • March 30th, 2012 • Premier Alliance Group, Inc. • Services-computer programming services • New York
THIS SECURITY AGREEMENT (the “Agreement”) is made as of March 5, 2012 by and among GreenHouse Holdings, Inc., a Nevada corporation (the “Company”), and the holders identified on the signature pages hereto and their respective endorsees, transferees and assigns (each a “Secured Party” and, collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 30th, 2015 • Root9B Technologies, Inc. • Services-management consulting services • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of ________________, 2015, by and among ROOT9B TECHNOLOGIES, INC., a Delaware corporation (the “Company”) and each investor whose name and address is set forth on a Signature Page to this Agreement (each a “Purchaser” and together the “Purchasers”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2016 • Root9B Technologies, Inc. • Services-management consulting services • Delaware
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 10, 2016, by and among ROOT9B TECHNOLOGIES, INC., a Delaware corporation (the “Company”) and each investor whose name and address is set forth on a Signature Page to this Agreement (each a “Purchaser” and together the “Purchasers”).
ContractPremier Alliance Group, Inc. • August 5th, 2010 • Services-computer programming services
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AGREEMENT AND PLAN OF MERGER dated as of December 1, 2011 among PREMIER ALLIANCE GROUP, INC., GHH ACQUISITION COMPANY, INC. AND GREENHOUSE HOLDINGS, INC.Agreement and Plan of Merger • December 5th, 2011 • Premier Alliance Group, Inc. • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 1, 2011, by and among PREMIER ALLIANCE GROUP, INC., a Delaware corporation (“Premier”), GHH ACQUISITION COMPANY, INC. a Nevada corporation (“Merger Sub”) and GREENHOUSE HOLDINGS, INC., a Nevada corporation (“GHH”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2013 • Premier Alliance Group, Inc. • Services-computer programming services • North Carolina
EMPLOYMENT AGREEMENT, dated as of August 09, 2013 (the “Effective Date”) by and between Premier Alliance Group, Inc., a Delaware corporation, with offices located at 4521 Sharon Road, Suite 300, Charlotte NC 28211 (the "Company"), and Mark Elliott (“Elliott” or the “Employee”), residing at 7154 Chameroy Ct Charlotte, NC 28270.
AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • January 11th, 2016 • Root9B Technologies, Inc. • Services-management consulting services • New York
This Amendment (the “Amendment”) to Warrant to Purchase Common Stock (the “Warrant”), is made and entered into as of the Expiration Date (as defined in this Amendment), by and between root9B Technologies, Inc. (f/k/a Premier Alliance Group, Inc.), a Delaware corporation (the “Company”) and the undersigned (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Warrant.
ROOT9B TECHNOLOGIES, INC. SECURITIES PURCHASE AGREEMENT September 9, 2016 ROOT9B TECHNOLOGIES, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 12th, 2016 • Root9B Technologies, Inc. • Services-management consulting services • Delaware
This Securities Purchase Agreement (the “Agreement”) is made as of the 9th day of September, 2016 by and among root9B Technologies, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together, the “Purchasers”).
ContractPremier Alliance Group, Inc. • March 7th, 2011 • Services-computer programming services • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 24th, 2017 • Root9B Holdings, Inc. • Services-management consulting services • Delaware
This Amendment No. 1 (the “Amendment”) to that certain Common Stock Purchase Warrant (the “Warrant”) issued to the undersigned (the “Registered Holder”) pursuant to that certain Securities Purchase Agreement (as amended, the “Agreement’), by and among root9B Holdings, Inc. (f/k/a root9B Technologies, Inc.), a Delaware corporation (the “Company”) and the Purchasers (as defined therein), is entered into effective as of March 24, 2017 (the “Effective Date”). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Warrant.
STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG FIFTH LEASE AMENDMENT TO EXTEND TERMLease Agreement • April 1st, 2013 • Premier Alliance Group, Inc. • Services-computer programming services
THIS FIFTH LEASE AMENDMENT TO EXTEND TERM (“Fifth Amendment”) is made and entered into this 7th day of May, 2012, by and between Bissell Porter Siskey, LLC, hereinafter referred to as “Landlord” and Premier Alliance Group, LLC, hereinafter referred to as “Tenant”;
root9B Technologies, Inc.Purchase Agreement • February 1st, 2016 • Root9B Technologies, Inc. • Services-management consulting services
Reference is hereby made to that certain Securities Purchase Agreement attached as Exhibit A hereto (the “Purchase Agreement”) by and among root9B Technologies, Inc. (“root9B”) and the Purchasers. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.
ContractAgreement • July 7th, 2017 • Root9B Holdings, Inc. • Services-management consulting services • Delaware
Agreement (this “Agreement”) dated as of June 30, 2017 (the “Effective Date”), by and between root9B Holdings, Inc., a Delaware Corporation (the “Company”) and Joseph J. Grano, Jr. (“Grano”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2015 • Root9B Technologies Inc. • Services-management consulting services • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of February 9, 2015, by and among ROOT9B TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and __________________________________ (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 29th, 2016 • Root9B Technologies, Inc. • Services-management consulting services • Arizona
This EMPLOYMENT AGREEMENT (the "Agreement'), dated as of November 22, 2016, (the "Effective Date"), is by and between root9b Technologies, Inc., a Delaware corporation, with offices located at 4521 Sharon Road, Suite 300, Charlotte NC 28211 (the "Company"), and Michael Effinger (the "Employee").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2015 • Root9B Technologies Inc. • Services-management consulting services • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of ________________, 2015, by and among ROOT9B TECHNOLOGIES, INC., a Delaware corporation (the “Company”) and each investor whose name and address is set forth on a Signature Page to this Agreement (each a “Purchaser” and together the “Purchasers”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 20th, 2016 • Root9B Holdings, Inc. • Services-management consulting services • Delaware
This Stock Purchase Agreement (the “Agreement”) is entered into as of December 15, 2016, by and among Carlos Carrillo, an individual (“Purchaser”), Control Engineering, Inc., a Delaware corporation (“CEI”), and Greenhouse Holdings, Inc., a Nevada corporation (“Seller”).
AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTERoot9B Holdings, Inc. • May 1st, 2017 • Services-management consulting services • Delaware
This Amendment (the “Amendment”) to that certain Secured Convertible Promissory Note (the “Note”) issued to the undersign (the “Holder”) pursuant to that certain Securities Purchase Agreement (the “Agreement’), by and among root9B Holdings, Inc. (f/k/a root9B Technologies, Inc.), a Delaware corporation (the “Company”) and the Purchasers (as defined therein), is entered into effective as of December 22, 2016 (the “Effective Date”). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Note.
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2017 • Root9B Holdings, Inc. • Services-management consulting services • Delaware
This Amendment (this “Amendment”) to the Securities Purchase Agreement dated as of September 9, 2016 (the “Agreement”) is made and entered into effective as of December 22, 2016 (the “Effective Date”), by and among root9B Holdings, Inc. (f/k/a root9B Technologies, Inc.), a Delaware corporation (the “Company”) and the Purchasers listed on Exhibit A of the Agreement (the “Investors”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Agreement.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 7th, 2010 • Premier Alliance Group, Inc. • Services-computer programming services • North Carolina
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is entered into as of this 31st day of August, 2010 between and among Premier Alliance Group, Inc., a Nevada corporation (“Premier” or “Purchaser”), Q5Group, Inc., a California corporation (“Company” or “Seller"), and the individuals listed in Schedule A attached hereto, which includes the directors and officers of the Company (each a “Shareholder” and collectively the “Shareholders”).
Exhibit 10.1 MERGER AGREEMENT This merger agreement is dated as of October 29, 2004, and is between CONTINUUM GROUP C INC., a Nevada corporation ("Parent"), and PREMIER ALLIANCE GROUP, INC., a North Carolina corporation and a wholly owned subsidiary...Merger Agreement • November 12th, 2004 • Premier Alliance Group, Inc. • Blank checks
December 1, 2011 Board of Directors Premier Alliance Group, Inc.Premier Alliance Group, Inc. • December 2nd, 2011 • Services-computer programming services
EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2014 • Premier Alliance Group, Inc. • Services-computer programming services • Delaware
EMPLOYMENT AGREEMENT, dated as of May 20, 2014 (the “Effective Date”) by and between Premier Alliance Group, Inc., a Delaware corporation, with offices located at 4521 Sharon Road, Suite 300, Charlotte, North Carolina 28211 (the “Company”), and Joseph J. Grano, Jr. (“Grano” or the “Executive”), residing at __________________________________.
EXCHANGE AGREEMENTExchange Agreement • August 12th, 2015 • Root9B Technologies Inc. • Services-management consulting services • New York
THIS EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of August 11, 2015 (the “Effective Date”), by and among root9B Technologies, Inc., a Delaware corporation (the “Company”), and the investors listed on the signature pages hereto (collectively, the “Investors” and each, an “Investor”). Defined terms used herein have the meanings given to them in Section 8 hereof.
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 26th, 2017 • Root9B Holdings, Inc. • Services-management consulting services • Delaware
This Amendment (this “Amendment”) to the Securities Purchase Agreement dated as of September 9, 2016 (the “Agreement”) is made and entered into effective as of January 24, 2017 (the “Effective Date”), by and among root9B Holdings, Inc. (f/k/a root9B Technologies, Inc.), a Delaware corporation (the “Company”) and the Purchasers listed on Exhibit A of the Agreement (the “Investors”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2015 • Root9B Technologies Inc. • Services-management consulting services • Delaware
This Registration Rights Agreement (this “Agreement”) dated as of February 9, 2015 by and among root9B Technologies, Inc., a Delaware corporation (the “Company”); and the stockholders of the Company (collectively, the “Stockholders” and, each, an “Stockholder”) listed on the signature page of this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2015 • Root9B Technologies Inc. • Services-management consulting services • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March ___, 2015, by and among ROOT9B TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and each Purchaser (“Purchaser”) whose name and address are set forth on the Signature Page to this Agreement.
ASSET PURCHASE AGREEMENT by and between Ecological Partners, LLC as the Purchaser, and Ecological, LLC as the Seller Dated: as of November 15, 2012Asset Purchase Agreement • November 16th, 2012 • Premier Alliance Group, Inc. • Services-computer programming services • New York
THIS ASSET PURCHASE AGREEMENT dated as of the 15th day of November, 2012 (this "Agreement") is by and between Ecological Partners, LLC, a New York limited liability company (the "Purchaser") and Ecological, LLC., a Delaware limited liability company ("the Seller").
AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2017 • Root9B Holdings, Inc. • Services-management consulting services • Delaware
This Amendment No. 3 (this “Amendment”) to Securities Purchase Agreement dated as of September 9, 2016 (as amended, the “Agreement”) is made and entered into effective as of March 24, 2017 (the “Effective Date”), by and among root9B Holdings, Inc. (f/k/a root9B Technologies, Inc.), a Delaware corporation (the “Company”) and the purchasers listed on Exhibit A of the Agreement (the “Purchasers”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Agreement.
CONVERTIBLE PROMISSORY NOTE AMENDMENTConvertible Promissory Note Amendment • June 9th, 2017 • Root9B Holdings, Inc. • Services-management consulting services • New York
THIS CONVERTIBLE PROMISSORY NOTE AMENDMENT (this “Amendment”) is entered into as of May 21, 2017, by and between root9B Holdings, Inc., a Delaware corporation (formerly known as Premier Alliance Group, Inc.) (the “Company” or “Borrower”) and the various noteholders that participated in the Company’s prior convertible note offering (the “Noteholders”).
