AGREEMENT AND PLAN OF MERGER BY AND AMONG PEOPLEVIEW, INC. PPVW ACQUISITION CORPORATION AND ALAN MAYO & ASSOCIATES, INC. dba THE MAYO GROUP ALAN MAYO CHARLES NICKELL CRAIG DAVISMerger Agreement • April 16th, 2004 • Peopleview Inc • Services-business services, nec • California
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Common Stock Purchase Warrant • April 13th, 2006 • Auxilio Inc • Services-business services, nec • New York
OFFICE LEASE betweenOffice Lease • April 19th, 2005 • Auxilio Inc • Services-business services, nec • California
SECURITIES PURCHASE AGREEMENT ----------------------------- LAURUS MASTER FUND, LTD.Securities Purchase Agreement • April 13th, 2006 • Auxilio Inc • Services-business services, nec • New York
andReorganization Agreement • January 24th, 2002 • E Perception Inc • Non-operating establishments • Nevada
ASSET PURCHASE AGREEMENT THIS AGREEMENT made as of the 8th of March, 2004. BETWEEN: WORKSTREAM USA, INC., a corporation incorporated under the laws of Delaware (hereinafter referred to as the "Purchaser") AND: WORKSTREAM INC., a corporation...Asset Purchase Agreement • April 2nd, 2004 • Peopleview Inc • Services-business services, nec • New York
REVOLVING LOAN AND SECURITY AGREEMENTRevolving Loan and Security Agreement • December 30th, 2004 • Auxilio Inc • Services-business services, nec • California
AUXILIO, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands Date: April 7, 2006 To...Master Security Agreement • April 13th, 2006 • Auxilio Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of April 7, 2006, by and between Auxilio, Inc., a Nevada corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser"). This...Registration Rights Agreement • April 13th, 2006 • Auxilio Inc • Services-business services, nec • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 28th, 2005 • Auxilio Inc • Services-business services, nec • California
CYNERGISTEK, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 12th, 2020 • Cynergistek, Inc • Services-business services, nec • New York
CynergisTek, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (defined below) as being subsidiaries or affiliates of CynergisTek, Inc., the “Company”), proposes to issue and sell through Craig-Hallum Capital Group LLC, as sales agent (together with its affiliates, control persons, officers, directors, employees and agents, the “Manager”), on the terms set forth in this Equity Distribution Agreement (this “Agreement”), shares of the Company’s common stock, par value $0.001 (the “Common Stock”), having an aggregate offering price of up to $5,000,000 (the “Shares”).
EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("Agreement") is made effective as of the closing of the acquisition of April 1, 2004 ("Effective Date"), by and between PeopleView, Inc. ("Parent Company") and Etienne Weidemann...Executive Employment Agreement • April 19th, 2005 • Auxilio Inc • Services-business services, nec • California
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF AUXILIO, INC.Security Agreement • August 2nd, 2005 • Auxilio Inc • Services-business services, nec • California
ContractExecutive Employment Agreement • May 14th, 2014 • Auxilio Inc • Services-business services, nec • California
AGREEMENT AND PLAN OF MERGER by and among CYNERGISTEK, INC., CLEARWATER COMPLIANCE LLC and CLEARWATER COMPLIANCE ACQUISITION COMPANY I Dated as of May 23, 2022Merger Agreement • May 23rd, 2022 • Cynergistek, Inc • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of this 23rd day of May, 2022, by and among Clearwater Compliance LLC, a Tennessee limited liability company (the “Parent”), Clearwater Compliance Acquisition Company I, a Delaware corporation and a wholly owned subsidiary of the Parent (“Merger Sub”), and CynergisTek, Inc., a Delaware corporation (the “Company”).
ARTICLE I CONTRACT RATE AND AMORTIZATIONSecured Convertible Term Note • April 13th, 2006 • Auxilio Inc • Services-business services, nec
e-PERCEPTION, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 3rd, 2011 • Auxilio Inc • Services-business services, nec • California
e-PERCEPTION, INC. has granted to the individual (the “Optionee”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the e-Perception, Inc. 2001 Stock Option Plan (the “Plan”), as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Optionee: (a) represents that the Optionee has read and is familiar with the terms and conditions of the Notice, the Plan and this Option Agreement, including the Effect of Termination of Service set forth in Section 7, the Unvested Share Repurchase Option set forth in Section 11 and the Right of First Refusal set forth in Section 12, (b) accepts the Option s
SECURITY AGREEMENTSecurity Agreement • August 4th, 2011 • Auxilio Inc • Services-business services, nec • California
This SECURITY AGREEMENT (“Agreement”), is effective as of July 29, 2011 (this “Agreement”), between Auxilio, Inc., a Nevada corporation (the “Company”), and the Investors on the signature pages hereto, and their respective successors and assigns (the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2011 • Auxilio Inc • Services-business services, nec • California
Transactions with Management. In the table on the following page, describe any transaction (or series of similar transactions), during the Company’s last three Fiscal Years, or any currently proposed transaction (or series of similar transactions), to which the Company or any of its subsidiaries was or is to be a party, and in which you had or anyone in your immediate family has, a material direct or indirect financial interest. Identify the person(s) involved and state the nature of your or their interest in the transaction, the amount of the transaction and the amount of your or their interest in the transaction. (Attach a supplemental page if necessary.)
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 22nd, 2008 • Auxilio Inc • Services-business services, nec
This First Amendment to Amended and Restated Loan and Security Agreement (this “First Amendment”), effective as of April 20, 2008, is entered into by and among AUXILIO, INC., a Nevada corporation (“Company”), CAMBRIA INVESTMENT FUND, L.P., a California limited partnership (“CIF” or the “Holder”) and the other holders listed on the signature page hereto (together, the “Holders”). Capitalized terms used in this First Amendment without definitions shall have the meanings set forth in the Amended and Restated Loan and Security Agreement dated as of July 1, 2007 (the “Loan Agreement”) by and among the Company, CIF and the other Holders.
CONSULTING AGREEMENTConsulting Agreement • August 14th, 2009 • Auxilio Inc • Services-business services, nec • California
ContractPromissory Note • January 17th, 2017 • Auxilio Inc • Services-business services, nec • Delaware
THIS INSTRUMENT AND THE OBLIGATIONS EVIDENCED HEREBY ARE EXPRESSLY SUBORDINATED PURSUANT TO THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF JANUARY 13, 2017 (THE "SUBORDINATION AGREEMENT"), AMONG THE HOLDER OF THIS INSTRUMENT, THE MAKER OF THIS INSTRUMENT, AND AVIDBANK, A CALIFORNIA BANKING CORPORATION. EACH SUCCESSIVE HOLDER OF THIS INSTRUMENT OR ANY PORTION HEREOF, OR OF ANY RIGHTS OBTAINED HEREUNDER, BY ITS ACCEPTANCE HEREOF OR THEREOF, AGREES (1) TO BE BOUND BY THE TERMS OF THE SUBORDINATION AGREEMENT, AND (2) THAT IF ANY CONFLICT EXISTS BETWEEN THE TERMS OF THIS INSTRUMENT OR ANY DOCUMENT EXECUTED IN CONNECTION WITH THE DELIVERY OF THIS INSTRUMENT AND THE TERMS OF THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN AND BE CONTROLLING.
ADDENDUM TO ASSET PURCHASE AGREEMENT AND ESCROW AGREEMENT THIS ADDENDUM DATED AS OF MAY 27, 2004 (THIS"ADDENDUM") AMENDS AND MODIFIES THE THE ASSET PURCHASE AGREEMENT DATED MARCH 17TH, 2004 BETWEEN WORKSTREAM INC., WORKSTREAM USA, INC. AND PEOPLEVIEW,...Asset Purchase Agreement • August 3rd, 2004 • Auxilio Inc • Services-business services, nec
INVESTMENT UNIT PURCHASE AGREEMENTInvestment Unit Purchase Agreement • August 4th, 2011 • Auxilio Inc • Services-business services, nec • California
THIS INVESTMENT UNIT PURCHASE AGREEMENT (“Agreement”) is made effective as of the 29th day of July, 2011, by and among Auxilio, Inc., a Nevada corporation (the “Company”), and each of the persons executing a copy of this Agreement (each an “Investor” and, collectively, the “Investors”).
ASSET PURCHASE AGREEMENT by and among CTEK SOLUTIONS, INC., CYNERGISTEK, INC. and VERECO, LLC March 20, 2019Asset Purchase Agreement • March 26th, 2019 • Cynergistek, Inc • Services-business services, nec • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of March 20, 2019, is entered into by and among (i) CTEK Solutions, Inc., a California corporation (“CTEK Solutions”), (ii) CynergisTek, Inc., a Delaware corporation, the owner of 100% of the capital stock of CTEK Solutions (“Parent”, and together with CTEK Solutions, the “Sellers”), and (iii) Vereco, LLC, a Delaware limited liability company (“Buyer”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 17th, 2017 • Auxilio Inc • Services-business services, nec • California
This Executive Employment Agreement ("Agreement") is made effective as of January 13, 2017 ("Effective Date"), by and between Auxilio, Inc., a Nevada corporation ("Company") and Michael H. McMillan ("Executive"). This Agreement is entered into pursuant to a transaction contemplated by that certain Purchase Agreement (as defined below) wherein Company purchased all of the capital stock of CynergisTek, Inc., a Texas corporation ("CynergisTek").
STANDARD OFFICE LEASEOffice Lease • March 31st, 2010 • Auxilio Inc • Services-business services, nec
ContractSubordination Agreement • March 13th, 2018 • Cynergistek, Inc • Services-business services, nec • Delaware
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF MARCH 12, 2018 BY AND AMONG MICHAEL HERNANDEZ (THE “SUBORDINATED CREDITOR”), CYNERGISTEK, INC., A DELAWARE CORPORATION (THE “COMPANY”), CTEK SECURITY, INC., A TEXAS CORPORATION (“CTEK SECURITY”), CTEK SOLUTIONS, INC., A CALIFORNIA CORPORATION (“CTEK SOLUTIONS”), DELPHIIS, INC., A CALIFORNIA CORPORATION (“DELPHIIS”), EACH OTHER GUARANTOR PARTY THERETO FROM TIME TO TIME (TOGETHER WITH THE COMPANY, CTEK SECURITY, CTEK SOLUTIONS, DELPHIIS, AND EACH OTHER OBLIGOR OF THE SENIOR DEBT, THE “DEBTORS”), AND BMO HARRIS BANK N.A., A NATIONAL BANKING ASSOCIATION (THE “SENIOR LENDER”), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANY PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF MARCH 12, 2018 AMONG THE COMPANY, CTEK SECURITY, CTEK SOLUTIONS, DELPHIIS, EACH OT
ContractWarrant Agreement • May 14th, 2009 • Auxilio Inc • Services-business services, nec • California
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 25th, 2021 • Cynergistek, Inc • Services-business services, nec • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of January 1, 2021 (“Effective Date”), by and between CynergisTek, Inc., a Delaware corporation (“Company”) and Paul Anthony (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2016 • Auxilio Inc • Services-business services, nec • California
This Executive Employment Agreement ("Agreement") is made effective as of January 1, 2016 ("Effective Date"), by and between AUXILIO, Inc., a Nevada corporation ("Company") and Paul T. Anthony ("Executive").
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 23rd, 2011 • Auxilio Inc • Services-business services, nec • California
This Executive Employment Agreement ("Agreement") is made effective as of January 1, 2012 (“Effective Date”), by and between AUXILIO, Inc., a Nevada corporation (“Company”) and Paul T. Anthony ("Executive”).
EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("Agreement") is made effective as of January 1, 2006 ("Effective Date"), by and between AUXILIO, Inc., a Nevada corporation ("Company") and Etienne Weidemann ("Executive"). The...Executive Employment Agreement • March 28th, 2006 • Auxilio Inc • Services-business services, nec • California
AUXILIO, INC. COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • May 14th, 2009 • Auxilio Inc • Services-business services, nec • California
The undersigned purchaser, by signing this Subscription Agreement (“Agreement”), will purchase the number of shares of common stock of Auxilio, Inc. indicated below, at a purchase price of $0.60 per share.
ContractAsset Purchase Agreement • April 6th, 2015 • Auxilio Inc • Services-business services, nec • California
