REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 9, 2005, --------- by and between CITADEL SECURITY SOFTWARE INC., a Delaware corporation (the "Company"), and each of the entities whose names appear on the signature pages -------...Registration Rights Agreement • May 10th, 2005 • Citadel Security Software Inc • Services-prepackaged software • New York
AGREEMENT ---------Loan and Security Agreement • October 12th, 2005 • Citadel Security Software Inc • Services-prepackaged software
A. The Company wishes to sell to each Investor, and each Investor wishes to purchase, on the terms and subject to the conditions set forth in this Agreement, (A) shares (the "Preferred Shares") of the Company's Series B ----------------- Convertible...Securities Purchase Agreement • May 10th, 2005 • Citadel Security Software Inc • Services-prepackaged software • New York
2. Delivery of Warrant Shares Upon Exercise. Upon receipt of an --------------------------------------------- Exercise Notice pursuant to Section 1 above, the Company shall, (A) in the case of a Cash Exercise no later than the close of business on the...Warrant Agreement • February 10th, 2004 • Citadel Security Software Inc • Services-prepackaged software
PREAMBLE --------Settlement Agreement • August 29th, 2006 • Citadel Security Software Inc • Services-prepackaged software • New York
Exhibit 10.4 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT, is dated effective as of ______, 2002 (the "Effective Date") between Citadel Security Software Inc., a Delaware corporation (the "Company"), and _______ (the "Indemnitee"). WHEREAS, it is...Indemnification Agreement • January 11th, 2002 • Citadel Security Software Inc • Delaware
CONSULTING AGREEMENTConsulting Agreement • July 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software
WHEREAS, the Company has awarded the non-qualified stock option described -------------------------- in this Agreement (the "Option") to the Optionee;Nonqualified Stock Option Agreement • July 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software • Texas
RECITALSLoan and Security Agreement • September 16th, 2005 • Citadel Security Software Inc • Services-prepackaged software • California
November 11, 2002 PERSONAL & CONFIDENTIAL ----------------------- RTX SECURITIES CORPORATION ADVISORY AGREEMENT Dear Mr. Solomon: RTX Securities Corporation ("RTX") is pleased to act as financial advisor to Citadel Security Software Inc. (the...Advisory Agreement • June 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software
This EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of --------- May __, 2005, by and among CITADEL SECURITY SOFTWARE INC., a Delaware corporation (the "Company"), and SATELLITE STRATEGIC FINANCE ASSOCIATES, LLC ------- (the...Exchange Agreement • May 10th, 2005 • Citadel Security Software Inc • Services-prepackaged software • New York
THIS SUBLEASE AGREEMENT ("Sublease") is made and entered into effective as -------- of the 22nd day of March, 2002 (the "Effective Date"), by and between SWS -------------- SECURITIES, INC., a Texas corporation formerly known as Southwest Securities,...Sublease Agreement • April 5th, 2002 • Citadel Security Software Inc • Services-prepackaged software • Texas
WHEREAS, the Company has awarded the non-qualified stock option described -------------------------- in this Agreement (the "Option") to the Optionee;Stock Option Agreement • June 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software • Texas
Exhibit 10.3 Form of Restricted Stock Award Agreement (Executives) RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this "AGREEMENT") is made and entered into by and between Citadel Security Software Inc., a Delaware corporation...Restricted Stock Award Agreement • December 23rd, 2005 • Citadel Security Software Inc • Services-prepackaged software • Delaware
b) Exercise Notice. In order to exercise this Warrant, the Holder shall ---------------- send by facsimile transmission, at any time prior to 6:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the...Warrant Agreement • May 10th, 2005 • Citadel Security Software Inc • Services-prepackaged software
Exhibit 4.2 WARRANTWarrant Agreement • August 26th, 2005 • Citadel Security Software Inc • Services-prepackaged software • California
Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made and entered into as of January 1, 2002, by and between Citadel Software, Inc., a Delaware corporation ("Company"), and Steven B. Solomon ("Employee"). WHEREAS,...Employment Agreement • January 11th, 2002 • Citadel Security Software Inc
AGREEMENT ---------Intellectual Property Security Agreement • October 12th, 2005 • Citadel Security Software Inc • Services-prepackaged software
Exhibit 10.7 AMENDMENT TO OPTION AGREEMENTOption Agreement • November 9th, 2006 • Citadel Security Software Inc • Services-prepackaged software
RECITALSLoan and Security Agreement • August 26th, 2005 • Citadel Security Software Inc • Services-prepackaged software • California
CONSULTANT AGREEMENT -------------------- This Agreement is made and entered into as of the 24th day of April, 2003, between Citadel Security Software, Inc. and CEOcast, Inc. (the "Consultant") In consideration of and for the mutual promises and...Consultant Agreement • June 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software • New York
Exhibit 10.8 CITADEL SECURITY SOFTWARE INC. AMENDMENT TO AGREEMENT WITH JOE ALLBAUGHAmendment to Agreement • November 9th, 2006 • Citadel Security Software Inc • Services-prepackaged software • Texas
Exhibit 4.1 FACTORING AGREEMENT This Agreement, dated October 28, 2005 (the "Effective Date"), is between Citadel Security Software Inc. with offices at Two Lincoln Center, 5420 LBJ Freeway, Ste. 1600, Dallas, TX 75240 (hereinafter called "Seller"),...Factoring Agreement • November 4th, 2005 • Citadel Security Software Inc • Services-prepackaged software • Texas
LEASE TERMINATION AGREEMENT --------------------------- This Lease Termination Agreement, dated as of the _____ day of June, 2007 (the "AGREEMENT"), is entered into by and between Teachers Insurance and Annuity Association of America, for the benefit...Lease Termination Agreement • June 20th, 2007 • CDSS Wind Down Inc • Services-prepackaged software
Exhibit 4.2 THIS WARRANT AND THE SHARES 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...Warrant Agreement • September 16th, 2005 • Citadel Security Software Inc • Services-prepackaged software • California
Exhibit 10.3 CITADEL SECURITY SOFTWARE INC. AMENDMENT TO AGREEMENTS WITH CARL BANZHOFAmendment to Agreements • November 9th, 2006 • Citadel Security Software Inc • Services-prepackaged software • Texas
SUBSCRIPTION AGREEMENTSubscription Agreement • May 13th, 2014 • Green Energy Management Services Holdings, Inc. • Services-management consulting services • New York
MERGER AGREEMENTMerger Agreement • March 31st, 2010 • CDSS Wind Down Inc • Services-prepackaged software • Delaware
This Merger Agreement (“Agreement”) is entered into effective as of March 29, 2010, by and among CDSS Wind Down, Inc., a Delaware corporation (“CDSS”), CDSS Merger Corporation, a Delaware corporation and a newly-created wholly-owned subsidiary of CDSS (“Merger Sub”), and Green Energy Management Services, Inc., a Delaware corporation (“Company”) (each a “Party” and collectively the “Parties”).
Exhibit 10.1 Form of Change of Control Agreement EXECUTIVE: __________ CITADEL SECURITY SOFTWARE INC. CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT (this "AGREEMENT") is made between Citadel Security Software Inc., a Delaware...Change of Control Agreement • December 23rd, 2005 • Citadel Security Software Inc • Services-prepackaged software • Texas
Exhibit 4.1 August __, 2003 SENIOR PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned Citadel Security Software Inc., a Delaware corporation, its successors and assigns (the "Borrower" or the "Company"), promises to pay to the order of...Senior Promissory Note • September 8th, 2003 • Citadel Security Software Inc • Services-prepackaged software • Texas
CONSULTANT AGREEMENTConsultant Agreement • June 8th, 2005 • Citadel Security Software Inc • Services-prepackaged software • New York
This Agreement is made and entered into as of the 24th day of April, 2005, between Citadel Security Software, Inc. (the “Company”) and CEOcast, Inc. (the “Consultant”).
10.1 Amendment to Agreement with Randy Schirman, between Randy Schirman and Citadel Security Software Inc., dated as of December 2, 2006. CITADEL SECURITY SOFTWARE INC. AMENDMENT TO AGREEMENTS WITH RANDY SCHIRMAN This agreement (this "Agreement") is...Amendment to Agreement • December 8th, 2006 • Citadel Security Software Inc • Services-prepackaged software • Texas
EXHIBIT 4.2 CITADEL SECURITY SOFTWARE INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • July 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software • Texas
WITNESSETH:Transition Services Agreement • January 11th, 2002 • Citadel Security Software Inc • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2010 • CDSS Wind Down Inc • Services-prepackaged software • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on August 20, 2010 and effective as of August 20, 2010 (the “Effective Date”) by and between CDSS WIND DOWN, INC., a Delaware corporation (the “Company”), and MICHAEL SAMUEL (“Executive”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
