ARTICLE I DEFINITIONSAsset Purchase Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Florida
EXHIBIT CRegistration Rights Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Florida
AGREEMENTAgreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software
WHEREAS:Registration Rights Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Florida
AGREEMENTAgreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • New Hampshire
EXHIBIT 10.8(a)(1) ADDENDUM DATED February 9, 2005 TO THE NOTE DATED August 23, 2004 This First Addendum ("First Addendum") to the Secured Commercial Promissory Note (The "Note") dated August 23, 2004, is entered into by and between Cyber Defense...Cyber Defense Systems Inc • February 23rd, 2005 • Services-prepackaged software
EXHIBIT 10.10 PLAN OF MERGER THIS PLAN OF MERGER (the "Agreement"), entered into this 24 th day of August 2004, by and among Cyber Defense Systems, Inc., a corporation organized pursuant to the laws of the State of Florida ("Cyber/Fla") and E-City...Plan of Merger • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Florida
RECITALSCyber Defense Systems Inc • February 23rd, 2005 • Services-prepackaged software
RECITALSIntercreditor Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Florida
EXHIBIT 10.8(a) SECURED COMMERCIAL PROMISSORY NOTE (the "Note") $242,216; the "Initial Loan Amount". August 23, 2004, Fort Lauderdale, Florida FOR VALUE RECEIVED, the undersigned borrower, On Alert Systems, Inc, (the "Borrower") hereby promises to pay...Equipment Purchase Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Florida
November 5, 2004 EMPLOYMENT AGREEMENT (Jaffray Stephenson) This Employment Agreement (this "Agreement") is entered into effective as of the 1st day of January, 2005, by and between Cyber Defense Systems, Inc. a Florida corporation ("Company"), and...Employment Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Florida
EXHIBIT 10.5 AMENDED AGREEMENT This Amended Agreement (the "Amended Agreement") is entered into as of this _____ day of June 2004, by and among Techsphere Systems International, LLC, ("TSI") a Georgia limited liability company with offices at 750...Amended Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software
EXHIBIT 10.7(a) STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of this 19th day of August, 2004, by and among Allstars Marketing, Inc., a Florida corporation, or an entity controlled by them (the...Stock Purchase Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Florida
EXHIBIT 10.4 MARKETING AND SALES AGREEMENT THIS MARKETING AND SALES AGREEMENT (the "Agreement") between Techsphere Systems International, LLC and its Affiliated companies involved in the manufacture of Airships with offices at 750 Hammond Drive,...Marketing and Sales Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software
EXHIBIT 10.6(b)(1) AMENDMENT #1 DATED JULY 28, 2004 TO THE MPC DATED MAY 31, 2004 This First Addendum To Money Purchase Contract ("First Addendum") is entered into by and between Equipment Depot, Inc., a Florida corporation ("Seller") and On Alert...Cyber Defense Systems Inc • February 23rd, 2005 • Services-prepackaged software
EXHIBIT 10.7(a)(1) AMENDMENT #1 DATED August 30, 2004 TO THE SPA DATED August 19, 2004 This First Addendum ("First Addendum") to the Stock Purchase Agreement ("SPA") is entered into by and between On Alert Systems, Inc. ( "OAS or the "Company"), a...Cyber Defense Systems Inc • February 23rd, 2005 • Services-prepackaged software
Amendment OF ASSET PURCHASE AGREEMENT This Amendment to Asset Purchase Agreement (the "Amendment") is entered into as of this ________ day of January, 2005, by and among James Alman, a natural person (the "Seller"), and Cyber Defense Systems, Inc., a...Asset Purchase Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software
EXHIBIT B Money Purchase ContractMoney Purchase Contract • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Florida
EXHIBIT 10.6(a)(3) ADDENDUM DATED SEPTEMBER 28, 2004, TO THE EQUIPMENT PURCHASE AGREEMENT OF EQUIPMENT DEPOT, INC., DATED MAY 31, 2004 This Addendum ("Addendum") to the Equipment Purchase Agreement dated May 31, 2004 (the "EPA"), inclusive of all of...Equipment Purchase Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software
RECITALSCyber Defense Systems Inc • February 23rd, 2005 • Services-prepackaged software
ADDENDUMCyber Defense Systems Inc • February 23rd, 2005 • Services-prepackaged software
Exhibit 10.7(a)(3) AMENDMENT #3 DATED February 8, 2005 TO THE SPA DATED August 19, 2004 This Third Amendment ("Third Amendment") to the Stock Purchase Agreement ("SPA") is entered into by and between Cyber Defense Systems, Inc., ("Cyber" or the...Stock Purchase Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software
RECITALSConditional License Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • California
EXHIBIT 10.6(a)(4) AMENDMENT DATED FEBRUARY 8, 2005, TO THE EQUIPMENT PURCHASE AGREEMENT OF EQUIPMENT DEPOT, INC., DATED MAY 31, 2004 This Amendment ("Amendment") to the Equipment Purchase Agreement dated May 31, 2004 (the "EPA"), inclusive of all of...Equipment Purchase Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software
EXHIBIT 10.7(a)(2) AMENDMENT #2 DATED September 28, 2004 TO THE SPA DATED August 19, 2004 This Second Addendum ("Second Addendum") to the Stock Purchase Agreement ("SPA") is entered into by and between On Alert Systems, Inc. ( "OAS or the "Company"),...Cyber Defense Systems Inc • February 23rd, 2005 • Services-prepackaged software
EXHIBIT 10.8(c) ASSIGNMENT OF EQUITY FUNDING PROCEEDS This Assignment is executed by On Alert Systems, Inc., a Nevada Corporation (the "Company"), to the benefit of 9145-6442 Quebec, Inc., a Province of Quebec, Canada, corporation (the "Lender"), for...Cyber Defense Systems Inc • February 23rd, 2005 • Services-prepackaged software • Quebec
This Assignment is executed by On Alert Systems, Inc., a Nevada Corporation (the "Company"), to the benefit of 9145-6442 Quebec, Inc., a Province of Quebec, Canada, corporation (the "Lender"), for the purpose of the repayment of the Bridge Loan evidenced by the Note to which this Assignment is attached, and incorporated by reference herein, inclusive of all the Note and its Exhibits, as attached, emanating from the proceeds of the Equity Funding by the Laurus Fund, or other funding source if prior to the Laurus Fund, to facilitate the repayment of the Note in any amounts due and payable thereto.
ADDENDUM EXPANSION OF LICENSE AUTHORITY TO LICENSED PRODUCTS WHEREAS, the Parties hereto, Traptec Corporation, licensor, and On Alert Systems, Inc., licensee having executed this Conditional License Agreement on September 29, 2003, and have extended...Cyber Defense Systems Inc • February 23rd, 2005 • Services-prepackaged software
