Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of December 20, 2004 by and between STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a...Registration Rights Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
Exhibit 10.5 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of December 20, 2004 STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement,...Escrow Agreement • June 27th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
COMMON STOCK PURCHASE WARRANT ZERIFY, INC.Zerify, Inc. • July 28th, 2023 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Jonathan Schechter or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 3, 2023 (the “Initial Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on May 3, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zerify, Inc., a Wyoming corporation (the “Company”), up to 8,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of May 20, 2003, is entered into by and between MARK L. KAY, an individual ("Employee"), and STRIKEFORCE TECHNOLOGIES, INC., a New Jersey C-corporation (the...Employment Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
Exhibit 10.22 Cornell Capital Partners, LP 101 Hudson Street, Suite 3700 Jersey City, NJ 07302 Tel: (201) 985-8300 / Fax: (201) 985-8266 February 10, 2005 Mark L. Kay StrikeForce Technologies, Inc. 1090 King George's Road, Suite 108 Edison, NJ 08837...Distribution Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software
This letter will memorialize the agreement between StrikeForce Technologies, Inc., (the "Company"), and Cornell Capital Partners, LP, with respect to the Standby Equity Distribution Agreement, as well as the related Registration Rights Agreement, Placement Agent Agreement and Escrow Agreement each dated December 20, 2004 (collectively the "Transaction Documents") The Transaction Documents are hereby terminated, as are the respective rights and obligations contained therein and none of the parties shall have any rights or obligations under or with respect to the Transaction Documents. The Company shall be entitled to a full refund of all shares issued as commitment fees pursuant to the Transaction Documents.
Exhibit 10.6 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of December 20, 2004, by and between STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), and the BUYER(S) listed on...Security Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 2nd, 2022 • Zerify, Inc. • Services-prepackaged software • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of October 26, 2022, and is being made by and between ZERIFY, INC., a Wyoming corporation (the “Company”) and the buyer identified on the signature page hereto (the “Buyer”).
Exhibit 10.12 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April 27, 2005, by and among STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), and the Buyers listed on Schedule I...Securities Purchase Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New York
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of December 20, 2004 by and among STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company") and the Buyers listed on Schedule I...Securities Purchase Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
Exhibit 10.17 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of April 27, 2005, by and between STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), and the BUYER(S) listed on...Security Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of December ___, 2004 by and between STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited...Registration Rights Agreement • February 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
Exhibits 10.8 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (along all of the documents, schedules and exhibits made a part hereof, the "Agreement") dated as of September 1 lth, 2003 (the "Effective Date"), is by and among StrikeForce...Asset Purchase Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
Exhibit 10.4 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 20, 2004, by and among STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), and the undersigned...Investor Registration Rights Agreement • June 27th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
STRIKEFORCE TECHNOLOGIES, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 18th, 2005 • StrikeForce Technologies Inc. • New Jersey
COMMON STOCK PURCHASE WARRANT ZERIFY, INC.Zerify, Inc. • July 28th, 2023 • Services-prepackaged software • Wyoming
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Joseph Reda., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 3, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 3, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zerify, Inc., a Wyoming corporation (the “Company”), up to 16,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2012 • StrikeForce Technologies Inc. • Services-prepackaged software • Massachusetts
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 3, 2012, by and between StrikeForce Technologies, Inc. a Wyoming corporation (the “Company”), and Auctus Private Equity Fund, LLC, Massachusetts corporation (the “Investor”).
COMMON STOCK PURCHASE WARRANT ZERIFY, INC.Zerify, Inc. • July 28th, 2023 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Andrew Arno or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 24, 2022 (the “Initial Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on October 24, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zerify, Inc., a Wyoming corporation (the “Company”), up to 16,666,667 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Exhibit 10.18 NETWORK SERVICES AGREEMENT THIS NETWORK SERVICES AGREEMENT (this "Agreement") made as of August 1, 2003 (the "Effective Date") by and between StrikeForce Technologies Inc., a ___________ corporation with offices at 1090 King Georges Post...Network Services Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New York
SECURITY AGREEMENTSecurity Agreement • November 2nd, 2022 • Zerify, Inc. • Services-prepackaged software • Delaware
This SECURITY AGREEMENT, dated as of October [24], 2022 (this “Agreement”), is among ZERIFY, INC., a Wyoming corporation (together with its successors and assigns, the “Company”), BLOCKSAFE TECHNOLOGIES, INC., a Wyoming corporation (together with its successors and assigns, “BlockSafe”) and CYBERSECURITY RISK SOLUTIONS LLC, a New Jersey limited liability company (together with its successors and assigns, “CRS” and together with BlockSafe, the “Subsidiaries”) (the Company and the Subsidiaries, together with any other debtor parties joined hereto from time to time as provided herein, collectively, the “Debtors”, and each individually, a “Debtor”), and WALLEYE OPPORTUNITIES MASTER FUND LTD, a Cayman Islands company (together with its successors and assigns, the “Secured Party”), as the holder of that certain Promissory Note, dated as of the date hereof, issued by the Company in the original aggregate principal amount of $1,000,000 on the date hereof (the “Debenture”).
COMMON STOCK PURCHASE WARRANT ZERIFY, INC.Zerify, Inc. • December 5th, 2022 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Spencer Clarke LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____________, 2022 (the “Initial Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on _________, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zerify, Inc., a Wyoming corporation (the “Company”), up to ______________common shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock based on the qualification offering of the Company’s Regulation A offering by the Securities and Exchange Commission (unless the Warrant is earlier terminated pursuant to paragraph Section 5(o). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Exhibit 10.20 STRIKEFORCE TECHNOLOGIES INC NON-COMPETITION AND NON-DISCLOSURE AGREEMENT THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (this "Agreement") is made as of the 10th day of August, 2004, by and between STRIKE FORCE TECHNICAL SERVICES...Non-Competition and Non-Disclosure Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
Exhibit 10.19 MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement (the "Agreement") is by and between StrikeForce Technologies, Inc. ("StrikeForce"), and the person, company or entity listed below (the "Company"). 1. StrikeForce and...Mutual Non-Disclosure Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
COMMON STOCK PURCHASE WARRANT Zerify, Inc.Zerify, Inc. • February 5th, 2024 • Services-prepackaged software • Wyoming
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ___________ (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________, 202__ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zerify, Inc., a Wyoming corporation (the “Company”), up to ________________shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ZERIFY, INC SUBSCRIPTION AGREEMENTSubscription Agreement • February 5th, 2024 • Zerify, Inc. • Services-prepackaged software • Wyoming
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • July 28th, 2023 • Zerify, Inc. • Services-prepackaged software • New York
This Warrant Purchase Agreement (this “Agreement”) is dated as of June 1, 2023, between Zerify, Inc., a Wyoming corporation (the “Company”), and the purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”)
DRAWDOWN EQUITY FINANCING AGREEMENTDrawdown Equity Financing Agreement • May 9th, 2012 • StrikeForce Technologies Inc. • Services-prepackaged software • Massachusetts
THIS AGREEMENT is dated as of May 3, 2012 (this “Agreement”) and is between Auctus Private Equity Fund, LLC, a Massachusetts corporation (the “Investor”), and StrikeForce Technologies, Inc., a corporation organized and existing under the laws of the State of Wyoming (the “Company”).
RECITALS:Escrow Shares Escrow Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New York
ASSET PURCHASE and LICENSING AGREEMENT August 24, 2015 StrikeForce Technologies, Inc Sale of Specific Assets to Cyber Safety, Inc. ASSET PURCHASE and LICENSING AGREEMENTAsset Purchase and Licensing Agreement • August 28th, 2015 • StrikeForce Technologies Inc. • Services-prepackaged software • New York
THIS ASSET PURCHASE and LICENSING AGREEMENT (this “Agreement”) is made this 24TH day of August, 2015, by and among StrikeForce Technologies, Inc., a Wyoming corporation (the “STI”), and Cyber Safety, Inc., a New York corporation (the “CSI”).
STRIKEFORCE TECHNOLOGIES, INC SUBSCRIPTION AGREEMENTSubscription Agreement • December 28th, 2020 • StrikeForce Technologies Inc. • Services-prepackaged software • Wyoming
FUTURE RECEIVABLES SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • August 3rd, 2023 • Zerify, Inc. • Services-prepackaged software • Connecticut
This Future Receivables Sale and Purchase Agreement (the " Agreement"), dated 06/09/20 by and between .· . (' ") (the "Purchaser") and the seller(s) listed herein (herein (collectively, the "Seller")
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2006 • StrikeForce Technologies Inc. • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _______________, 2006, by and among StrikeForce Technologies, Inc., a New Jersey corporation, with an address at _____________________________, New Jersey _________________ (the “Company”), and each of the parties listed on Schedule A hereto (together with its respective affiliates and any assignee or transferee of all of its respective rights hereunder, the “Investor”). (The Company and the Investor may sometimes be referred to herein individually as a “party” and collectively as the “parties.”)
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 2nd, 2022 • Zerify, Inc. • Services-prepackaged software • Delaware
SUBSIDIARY GUARANTEE, dated as of October 21, 2022 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchaser signatory (together with its permitted assigns, the “Buyer”) to that certain Securities Purchase Agreement, dated as of the date hereof, by and among ZERIFY, INC., a Wyoming corporation (together with its successors and assigns, the “Company”), and the Buyer party thereto (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
FORM OF SERIES D EXCHANGE AGREEMENTSeries D Exchange Agreement • March 11th, 2024 • Zerify, Inc. • Services-prepackaged software • New York
This Exchange Agreement (this "Agreement") is entered into as of February ___, 2024 by and between Zerify, Inc., a Wyoming corporation (the "Company") and the undersigned investor (the "Investor" and together with the Company, the "Parties").
Distributor and Reseller AgreementReseller Agreement • August 28th, 2015 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
This Distributor and Reseller Agreement (hereinafter referred to as the "Agreement") is effective as of the 24th day of August, 2015 by and between StrikeForce Technologies Inc., a Wyoming Corporation (hereinafter referred to as "StrikeForce" or "SFT), having its principal office at 1090 King Georges Post Road., Suite 603, Edison, NJ 08837 and Cyber Safety, Inc. (hereinafter referred to as a "Distributor/Reseller"), having its principal offices located at 3880 Veterans Memorial Hwy., Ste. 201, Bohemia, NY 11716. StrikeForce and Distributor/Reseller may sometimes herein be referred to collectively as the "Parties" or individually as a "Party".
STRIKEFORCE TECHNOLOGIES, INC SUBSCRIPTION AGREEMENTSubscription Agreement • July 13th, 2020 • StrikeForce Technologies Inc. • Services-prepackaged software • Wyoming
