SUBSCRIPTION AGREEMENTSubscription Agreement • March 27th, 2015 • Code Rebel Corp • Services-prepackaged software • New York
The undersigned (the “Investor”) hereby confirms its agreement with Code Rebel Corporation, a Delaware corporation (the “Company”), as follows:
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • May 5th, 2015 • Code Rebel Corp • Services-prepackaged software • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”), dated as of this 4th day of May 2015 , by and among CODE REBEL CORPORATION, a Delaware corporation (the “Company”), having an address at 77 Ho’okele Street, Suite 102, Kahului, Hawaii 96732, BURNHAM SECURITIES INC. (the “Underwriter”), a Delaware corporation, having an address at 18500 Von Karman Ave., Suite 560, Irvine, California 92612, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Prospectus incorporated in the Registration Statement on Form S-1, originally filed with the U.S. Securities and Exchange Commission on March 27, 2015, in connection with the Company’s initial public offering of its shares of Common Stock, as amended or supplemented from time to time, including all exhibits thereto (the “Prospectus”).
CODE REBEL CORPORATION STOCK OPTION AGREEMENT2014 Equity Incentive Award Plan • January 13th, 2016 • Code Rebel Corp • Services-prepackaged software • New York
AGREEMENT (this “Agreement”), dated as of January 12, 2016, between CODE REBEL CORPORATION, a Delaware corporation (the “Company”), and Reid Dabney, an individual with a residence at the address set forth in the records of the Company (the “Participant”).
AGREEMENT AND PLAN OF MERGER by and between Code Rebel Corporation, CR Acquisition Corporation and Aegis Identity Software, Inc. Dated as of March 11, 2016Agreement and Plan of Merger • March 14th, 2016 • Code Rebel Corp • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 11, 2016, by and between CODE REBEL CORPORATION, a Delaware corporation (“CR”), CR ACQUISITION CORPORATION, a Delaware corporation (“Merger Sub”), and AEGIS IDENTITY SOFTWARE, INC., a Delaware corporation (“Aegis”). Certain capitalized terms that are used in this Agreement are defined in Section 9.1. Schedule I provides an index to certain capitalized terms that are defined in other provisions of this Agreement.
AGREEMENT AMENDING SALES CONTRACT January 1, 2014Subdivision Agreement • January 20th, 2015 • Code Rebel Corp • Services-prepackaged software
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.
CODE REBEL CORPORATION NOTE PURCHASE AGREEMENT AS OF ___________ __, 2014Note Purchase Agreement • November 18th, 2014 • Code Rebel Corp • Services-prepackaged software • California
THIS NOTE PURCHASE AGREEMENT (“Agreement”) is made and entered into as of ________ __, 2014, by and among CODE REBEL CORPORATION, a Delaware corporation (the “Company”), and ______________________ (“the “Lender,”). The Lender is one of the “Lenders” who have purchased Notes of the Company pursuant to this Agreement and the Other Agreements; all of which Lenders are listed on the schedule of Lenders attached hereto (the “Schedule of Lenders”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
Code Rebel Corporation Kahului, HI 96732 January __, 2015Code Rebel Corp • April 30th, 2015 • Services-prepackaged software
This letter will confirm the terms of your employment by Code Rebel Corporation (“Code Rebel” or the “Company”). The provisions set forth in Sections 2 and 4 hereof shall be effective only upon the completion of the Company’s proposed initial public offering.
JOINT OPERATING AGREEMENTJoint Operating Agreement • March 14th, 2016 • Code Rebel Corp • Services-prepackaged software • New York
This Joint Operating Agreement (the “Agreement”) is entered into as of March 11, 2016 (“Effective Date”) by and between Code Rebel Corporation, a Delaware corporation (“Code Rebel”), and Aegis Identity Software, Inc., a Delaware corporation (“Aegis”, and together with Code Rebel, each a “Party”, and, collectively, the “Parties”). Capitalized terms used in this Agreement that are not otherwise defined in this Agreement shall have the respective meanings ascribed thereto in the Agreement and Plan of Merger dated as of even date herewith (“Merger Agreement”), by and between the Parties and CR Acquisition Corporation, a Delaware corporation.
Code Rebel Corporation UNDERWRITING AGREEMENT dated ______________, 2015 Burnham Securities Inc.Underwriting Agreement • March 27th, 2015 • Code Rebel Corp • Services-prepackaged software • New York
ContractNote Purchase Agreement • November 18th, 2014 • Code Rebel Corp • Services-prepackaged software • Delaware
Code Rebel Corporation UNDERWRITING AGREEMENT dated May 11, 2015 Burnham Securities Inc.Underwriting Agreement • May 14th, 2015 • Code Rebel Corp • Services-prepackaged software • New York
Code Rebel Corporation, a Delaware corporation (the “Company”), proposes to issue and sell an aggregate of up to 2,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), to investors deemed acceptable by the Company (the “Investors”). The shares of Common Stock to be sold by the Company are collectively called the “Shares.” Burnham Securities Inc. has agreed to act, on a best efforts basis, as the underwriter (the “Underwriter”) in connection with the offering and sale of the Shares.
FORM OF VOTING AGREEMENTVoting Agreement • March 14th, 2016 • Code Rebel Corp • Services-prepackaged software • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2016 by and between Code Rebel Corporation, a Delaware corporation (the “Company”), and each of the undersigned stockholders of the Company, set forth on Schedule A hereto (each a “Stockholder” and, collectively the “Stockholders”), each acting severally and not jointly.
WEBSITE AND SOFTWARE DEVELOPMENT AGREEMENTWebsite and Software Development Agreement • November 18th, 2014 • Code Rebel Corp • Services-prepackaged software • Hawaii
NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party, the COMPANY and the CUSTOMER agree as follows:
ContractEscrow Deposit Agreement • May 14th, 2015 • Code Rebel Corp • Services-prepackaged software
CODE REBEL CORPORATION Kahului, Hawaii 96732 July 27, 2015Code Rebel Corp • July 31st, 2015 • Services-prepackaged software • New York
This employment letter will confirm the terms of your employment by Code Rebel Corporation (the “Company”). This employment letter is being entered into by us contemporaneously with the execution of the Membership Interest Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and among the Company, ThinOps Resources LLC (“ThinOps”) and you.
CONSULTING AGREEMENTConsulting Agreement • April 29th, 2016 • Code Rebel Corp • Services-prepackaged software • Pennsylvania
THE AGREEMENT is made and entered into as of this 25th day of April, 2016 by and between Code Rebel Corp hereinafter referred to as "Client" or “Company”, located at 77 Hookele Street #102, Kahului, Hawaii 96732 and SLD Capital Corp, a Pennsylvania Company with its principal place of business at 1220 Mirabeau Lane, Gladwyne, PA 19035, hereinafter referred to as "Consultant".
MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of July 27, 2015 by and among CODE REBEL CORPORATION, a Delaware corporation, THINOPS RESOURCES LLC, a Texas limited liability company, and THOMAS M. MORENO, SOLE MEMBER OF THINOPS RESOURCES LLCMembership Interest Purchase Agreement • July 31st, 2015 • Code Rebel Corp • Services-prepackaged software • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of July 27, 2015, is by and among Code Rebel Corporation, a Delaware corporation (the “Buyer”), ThinOps Resources LLC, a Texas limited liability company (the “Company”), and Thomas M. Moreno, the sole member of the Company (the “Member”). Certain capitalized terms used herein are defined in Section 9.13.
