Exhibit 99.5 EMPLOYMENT AGREEMENT (Michael F. Lawson) This Employment Agreement (this "Agreement") is entered into effective as of the 1st day of November, 2005, by and between Techsphere Systems International, Inc. a Georgia corporation ("Company"),...Employment Agreement • September 22nd, 2005 • Cyber Defense Systems Inc • Aircraft • Florida
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 14, 2006,...Cyber Defense Systems Inc • March 20th, 2006 • Aircraft • New York
ARTICLE I DEFINITIONSAsset Purchase Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Florida
Exhibit 10.1 LICENSE AGREEMENT THIS LICENSE AGREEMENT (hereinafter called "Agreement") made this 3rd day of September, 2003 by and between E-CITY SOFTWARE, INC., a Nevada corporation (hereinafter called "E-City", which term shall include E-City's...License Agreement • November 19th, 2003 • E Citysoftware Inc • Services-prepackaged software • Nevada
AGREEMENT This Agreement is entered into as of the 20th day of May, 2005, and sets forth certain agreements between Cyber Defense Systems, Inc., a Florida corporation ("Cyber"); Techsphere Systems International, LLC, a Georgia LLC (referred to herein...Agreement • May 25th, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Oklahoma
WITNESSETH:Security Agreement • March 20th, 2006 • Cyber Defense Systems Inc • Aircraft • New York
EXHIBIT 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 1,...Cyber Defense Systems Inc • April 6th, 2005 • Services-prepackaged software • New York
EXHIBIT CRegistration Rights Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Florida
EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April 1, 2005, by and among Cyber Defense Systems, Inc., a Florida corporation, with headquarters located at 10901 Roosevelt Boulevard, St,...Securities Purchase Agreement • April 6th, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • New York
AGREEMENTAgreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software
Exhibit 99.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective the 23rd day of May, 2003 by and between Anis Jessa (the "Consultant"), and E-City Software, Inc. (the "Company" or "E-City" or the...Consulting Agreement • May 27th, 2003 • E Citysoftware Inc • Services-prepackaged software • Nevada
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 14, 2006, by and among Cyber Defense Systems, Inc., a Florida corporation with its headquarters located at 10901 Roosevelt Boulevard, St. Petersburg,...Registration Rights Agreement • March 20th, 2006 • Cyber Defense Systems Inc • Aircraft • New York
WHEREAS:Registration Rights Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Florida
WITNESSETH:Intellectual Property Security Agreement • March 20th, 2006 • Cyber Defense Systems Inc • Aircraft • New York
AGREEMENTAgreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • New Hampshire
CYBER DEFENSE SYSTEMS, INC. SHARES OF COMMON STOCK SUBSCRIPTION AGREEMENT Gentlemen: Cyber Defense Systems, Inc., a Florida corporation (the "COMPANY"), hereby confirms its agreement with Equipment Depot, Inc. (the "PURCHASER"), as set forth below. 1....Subscription Agreement • November 10th, 2005 • Cyber Defense Systems Inc • Aircraft • New York
Appendix A to Strategic Alliance AgreementStrategic Alliance Agreement • May 27th, 2003 • E Citysoftware Inc • Services-prepackaged software • Nevada
AMENDMENT NO. 1 TO AGREEMENTTo Agreement • June 6th, 2005 • Cyber Defense Systems Inc • Aircraft
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 10.23 Agreement and Release This Agreement and Release ("Release") is entered into by and between Anis Jessa ("Consultant") and E-City Software, Inc., a Nevada corporation ("E-City"), dated October 16, 2003. Whereas the Consultant and E-City...Agreement and Release • July 14th, 2004 • E Citysoftware Inc • Services-prepackaged software
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 2nd, 2008 • Cyber Defense Systems Inc • Aircraft • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of November 10, 2008, by and among Cyber Defense Systems, Inc., a Florida corporation (“Parent”), Cyber Aerospace, LLC, an Oklahoma LLC (collectively the “Subsidiary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
AGREEMENTAgreement • April 25th, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Oklahoma
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
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 14, 2006, by and among Cyber Defense Systems, Inc., a Florida corporation, with headquarters located at 10901 Roosevelt Boulevard, St, Petersberg, FL...Securities Purchase Agreement • March 20th, 2006 • Cyber Defense Systems Inc • Aircraft • New York
RECITALSCyber Defense Systems Inc • February 23rd, 2005 • Services-prepackaged software
RECITALSIntercreditor Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Florida
EXHIBIT 10.5 GUARANTY AND PLEDGE AGREEMENT GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of April 1, 2005, among Cyber Defense Systems, Inc., a Florida corporation (the "Company"), Cherokee Raiders, L.P. (the "Pledgor"), and the pledgees...Guaranty and Pledge Agreement • April 6th, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2008 • Cyber Defense Systems Inc • Aircraft • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 10, 2008, by and among Cyber Defense Systems, Inc., a Florida corporation, with headquarters located at 5147 South Harvard Ave., Suite 138, Tulsa, OK 74135 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
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
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement") entered into this 20th day of May, 2005, by and between Techsphere Systems International, LLC, a Georgia limited liability company (the "Debtor") and Cyber Defense Systems, Inc., a Florida...Security Agreement • May 25th, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Oklahoma
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 99.4 SETTLEMENT AGREEMENT This Settlement Agreement ("Agreement") is entered into by and between E-City Software, Inc., a Nevada corporation ("E-City") and Cityscape.com, Inc., a Washington State Corporation ("Cityscape") as of May 23, 2003....Settlement Agreement • May 27th, 2003 • E Citysoftware Inc • Services-prepackaged software
ContractStock Purchase Warrant • August 29th, 2007 • Cyber Defense Systems Inc • Aircraft • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 22, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
ANDPlan of Reorganization • September 22nd, 2005 • Cyber Defense Systems Inc • Aircraft • Florida
