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,...Warrant Agreement • March 20th, 2006 • Cyber Defense Systems Inc • 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...Loan Agreement • May 25th, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Oklahoma
AMENDMENT NO. 1 TO AGREEMENTAgreement • June 6th, 2005 • Cyber Defense Systems Inc • Aircraft
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
WITNESSETH:Security Agreement • March 20th, 2006 • Cyber Defense Systems Inc • Aircraft • 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
AGREEMENTJoint Venture Agreement • April 25th, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Oklahoma
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
ContractWarrant Agreement • 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.
WITNESSETH:Intellectual Property Security 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
Exhibit 10.3 Amended Strategic Alliance Agreement This Strategic Alliance Agreement ("Agreement") amends and replaces the agreement entered into by and between E-City Software, Inc., a Nevada corporation ("E-City") and On Alert Systems, Inc., a Nevada...Strategic Alliance Agreement • November 19th, 2003 • E Citysoftware Inc • Services-prepackaged software • Nevada
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
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...Release Agreement • July 14th, 2004 • E Citysoftware Inc • Services-prepackaged software
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 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,...Warrant Agreement • April 6th, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • New York
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”).
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
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
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
RECITALSEquipment Purchase Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • Florida
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”).
AGREEMENTGeneral Agreement • May 2nd, 2006 • Cyber Defense Systems Inc • Aircraft • Nevada
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
AGREEMENTLicense Agreement • June 6th, 2005 • Cyber Defense Systems Inc • Aircraft
ANDPlan of Reorganization and Agreement of Merger • September 22nd, 2005 • Cyber Defense Systems Inc • Aircraft • Florida
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 10.7(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...Stock Purchase Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software
AGREEMENTEngineering Services Agreement • February 23rd, 2005 • Cyber Defense Systems Inc • Services-prepackaged software • New Hampshire
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 10.5 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
