Clayton Holdings Inc Sample Contracts

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CREDIT AGREEMENT DATED AS OF DECEMBER 8, 2005
Credit Agreement • December 21st, 2005 • Clayton Holdings Inc • Services-business services, nec • New York
FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 9th, 2006 • Clayton Holdings Inc • Services-business services, nec • New York
FOR COMPANY EMPLOYEES
Non-Qualified Stock Option Agreement • February 9th, 2006 • Clayton Holdings Inc • Services-business services, nec
OFFICE LEASE
Office Lease • November 7th, 2005 • Clayton Holdings Inc • Colorado
WITNESSETH
Non-Competition Agreement • November 7th, 2005 • Clayton Holdings Inc • Connecticut
WITNESSETH:
Employment Agreement • November 7th, 2005 • Clayton Holdings Inc • Connecticut
Exhibit 1.1 CLAYTON HOLDINGS, INC. 6,250,000 Shares of Common Stock(1) UNDERWRITING AGREEMENT
Clayton Holdings Inc • March 22nd, 2006 • Services-business services, nec • Illinois
WITNESSETH
Employment Agreement • November 7th, 2005 • Clayton Holdings Inc • Connecticut
EXECUTION COPY REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 7th, 2005 • Clayton Holdings Inc • New York
COMMERCIAL LEASE
Clayton Holdings Inc • November 7th, 2005
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AND
Subordinated Note Purchase Agreement • November 7th, 2005 • Clayton Holdings Inc • Massachusetts
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 23rd, 2007 • Clayton Holdings Inc • Services-business services, nec • Colorado

This agreement is between Clayton Holdings, Inc., the parent of Clayton Fixed Income Services Inc. (formerly The Murrayhill Company) (“Company”) and Kevin J. Kanouff (“Employee”), and shall be effective as of March 14, 2007 (the “Effective Date”). This agreement amends and restates in its entirety that certain Amended and Restated Employment Agreement, dated May 24, 2004, between the Company and Employee.

LEASE TERMINATION AGREEMENT
Lease Termination Agreement • February 29th, 2008 • Clayton Holdings Inc • Services-business services, nec

This Lease Termination Agreement (the “Lease Termination Agreement”) is made as of February 29, 2008, by and between 2 Corporate Drive, LLC (hereinafter referred to as “Landlord”), and Clayton Services, Inc. (hereinafter referred to as “Tenant”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 29th, 2008 • Clayton Holdings Inc • Services-business services, nec
JOINT FILING AGREEMENT
Joint Filing Agreement • October 5th, 2007 • Clayton Holdings Inc • Services-business services, nec

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, we, the signatories of the statement on Schedule 13D to which this joint filing agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.

DEFERRED STOCK UNIT AWARD AGREEMENT UNDER THE CLAYTON HOLDINGS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN
Deferred Stock Unit Award Agreement • February 2nd, 2007 • Clayton Holdings Inc • Services-business services, nec
VOTING AGREEMENT
Voting Agreement • April 14th, 2008 • Clayton Holdings Inc • Services-business services, nec • Delaware

THIS VOTING AND PROXY AGREEMENT (this "Agreement") is made and entered into as of April 13, 2008 by and among Cobra Green LLC, a Delaware limited liability company ("Buyer"), and the persons executing this Agreement as "Stockholders" on the signature page hereto (each, a "Stockholder" and collectively, the "Stockholders").

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2008 • Clayton Holdings Inc • Services-business services, nec • New York

THIS SECOND AMENDMENT dated as of May 2, 2006 (this “Amendment”), to the Credit Agreement, dated as of December 8, 2005, as amended by that certain First Amendment to Credit Agreement dated as of January 11, 2006 (as so amended, the “Credit Agreement”), by and among CLAYTON HOLDINGS, INC. a Delaware corporation (the “Company”), CITIGROUP GLOBAL MARKETS REALTY CORP. (“Citigroup”) and BNP PARIBAS (“BNP Paribas”), as administrative agent (in such capacity “Administrative Agent”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 29th, 2008 • Clayton Holdings Inc • Services-business services, nec
AGREEMENT AND PLAN OF MERGER by and among COBRA GREEN LLC, COBRA ACQUISITION CORP., and CLAYTON HOLDINGS, INC. Dated as of April 13, 2008
Agreement and Plan of Merger • April 14th, 2008 • Clayton Holdings Inc • Services-business services, nec • Delaware

AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of April 13, 2008, by and among Cobra Green LLC, a Delaware limited liability company (the "Buyer"), Cobra Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Buyer ("Merger Sub"), and Clayton Holdings, Inc., a Delaware corporation (the "Seller").

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 2nd, 2007 • Clayton Holdings Inc • Services-business services, nec

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated as of January 30, 2007 is between Clayton Holdings, Inc., a Delaware corporation with its principal place of business located at 2 Corporate Drive, Shelton, CT 06484 (the “Company”), and David Keith Johnson (the “Employee”).

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