EXHIBIT 10.34 ------------- REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 14, 2001, by and between CELERITY SYSTEMS, INC., a Delaware corporation (the "COMPANY"), and CORNELL CAPITAL PARTNERS L.P....Registration Rights Agreement • October 18th, 2001 • Celerity Systems Inc • Services-computer integrated systems design • Florida
EXHIBIT 99.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of October 6, 2005, by CELERITY SYSTEMS, INC., a Delaware corporation, (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated...Escrow Agreement • October 7th, 2005 • Celerity Systems Inc • Services-computer integrated systems design • New Jersey
EXHIBIT 99.2 SUBSCRIPTION AGREEMENT CELERITY SYSTEMS, INC. Shares of common stock with an aggregate value equal to the amount of debt canceled, calculated at Market Price less twenty (20) percent, and warrants to purchase common stock at the rate of...Subscription Agreement • April 5th, 2000 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 14th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • Delaware
Exhibit 99.2 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of August 31, 2000, by and among Celerity Systems, Inc., a Delaware corporation, with headquarters located at 122 Perimeter Park Drive, Knoxville,...Securities Purchase Agreement • September 5th, 2000 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • New York
WITNESSETHRegistration Rights Agreement • October 8th, 1999 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • Delaware
Exhibit 10.45 TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT (the "AGREEMENT") is made and entered into effective as of February ___, 2002, by and between CELERITY SYSTEMS, INC., a Delaware corporation (the "Company"), and...Termination Agreement • March 27th, 2002 • Celerity Systems Inc • Services-computer integrated systems design
ARTICLE 1.Security Agreement • February 14th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • New Jersey
EXHIBIT 10.43 ------------- ADVISORY AGREEMENT ------------------ THIS AGREEMENT (the "Agreement") dated as of September 6, 2001 (the "Effective Date"), by and between CELERITY SYSTEMS, INC., hereinafter referred to as "Celerity" or the "Company," and...Advisory Agreement • October 18th, 2001 • Celerity Systems Inc • Services-computer integrated systems design • New York
WITNESSETH:Shareholders Agreement • September 14th, 1999 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • Delaware
September ___, 2001 Yorkville Advisors Management, LLC One World Trade Center, Suite 7705 New York, New York 10048 Attn: Mark Angelo RE: PURCHASE OF CONVERTIBLE DEBENTURES Dear Mr. Angelo: Celerity Systems, Inc. (the "COMPANY") desires to raise gross...Consulting Agreement • October 18th, 2001 • Celerity Systems Inc • Services-computer integrated systems design
EXHIBIT 99.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October 6, 2005, by and among CELERITY SYSTEMS, INC., a Delaware corporation (the "Company"), and the Buyers listed on Schedule I attached...Securities Purchase Agreement • October 7th, 2005 • Celerity Systems Inc • Services-computer integrated systems design • New Jersey
INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 6, 2006, by and among HOMELAND SECURITY CAPITAL CORPORATION, a Delaware corporation (the "Company"), and the undersigned investors...Registration Rights Agreement • February 14th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • Delaware
EXHIBIT 10.44 -------------Financing Agreement • October 18th, 2001 • Celerity Systems Inc • Services-computer integrated systems design • Tennessee
EXHIBIT 10.40 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (the "AGREEMENT") entered into on September ___, 2001, (hereinafter the "EFFECTIVE DATE"), by and between CELERITY SYSTEMS, INC., a Delaware corporation (the "COMPANY"),...Consulting Services Agreement • October 18th, 2001 • Celerity Systems Inc • Services-computer integrated systems design • New York
WITNESSETHSecurities Purchase Agreement • February 14th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • Delaware
WARRANTWarrant Agreement • April 5th, 2000 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • Delaware
Exhibit 10.12 Memorandum of Understanding between Integrated Network Corporation and Celerity Systems, Inc.Memorandum of Understanding • August 13th, 1997 • Celerity Systems Inc
MANUFACTURING SERVICES AGREEMENT THIS AGREEMENT (the "Agreement") is effective November 27, 2000, by and between Celerity Systems, Inc., a Delaware corporation (hereinafter referred to as CUSTOMER) located at 122 Perimeter Park Drive, Knoxville,...Manufacturing Agreement • December 27th, 2000 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software
ANDEmployment Agreement • August 13th, 1997 • Celerity Systems Inc • Tennessee
ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • September 5th, 2000 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • New York
As of April 26, 1999Merger Agreement • May 7th, 1999 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • Delaware
Exhibit 10.9 LICENSE AGREEMENT This LICENSE AGREEMENT (this "Agreement") is made and entered into as of the 26th day of September, 1996, by and among CELERITY SYSTEMS, INC., a corporation organized and existing under the laws of the State of...License Agreement • August 13th, 1997 • Celerity Systems Inc • Tennessee
WITNESSETH: ARTICLE I: PREMISESLease Agreement • October 8th, 1997 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • Tennessee
WITNESSTH:Line of Credit Agreement • October 27th, 2000 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software
Exhibit 10.10 LICENSE AGREEMENT This LICENSE AGREEMENT (this "Agreement") is made and entered into as of the 21st day of February, 1997 by and among CELERITY SYSTEMS, INC., a corporation organized and existing under the laws of the State of Tennessee,...License Agreement • August 13th, 1997 • Celerity Systems Inc • Tennessee
INVESTOR REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2006, by and among HOMELAND SECURITY CAPITAL CORPORATION, a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
SUBSCRIPTION AGREEMENT ----------------------------------- CELERITY SYSTEMS, INC. ----------------------------------- 7 % Promissory Notes, each in a principal amount equal to an integral multiple of $50,000, together with the accompanying Royalty...Subscription Agreement • April 30th, 1999 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • Delaware
RecitalsRoyalty Agreement • April 30th, 1999 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • Delaware
RECITALS:Executive Employment Agreement • August 31st, 2005 • Celerity Systems Inc • Services-computer integrated systems design
2,000,000 Shares of Common Stock CELERITY SYSTEMS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 1997 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 24th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 21, 2006, by and among HOMELAND SECURITY CAPITAL CORPORATION, a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
ARTICLE I CERTAIN DEFINITIONSEquity Line of Credit Agreement • October 18th, 2001 • Celerity Systems Inc • Services-computer integrated systems design • New York
LEASELease • January 5th, 2000 • Celerity Systems Inc • Wholesale-computers & peripheral equipment & software
CELERITY SYSTEMS, INC. 9051 EXECUTIVE PARK DRIVE SUITE 302 KNOXVILLE, TENNESSEE 37923Stock Purchase Agreement • August 13th, 1997 • Celerity Systems Inc
