Exhibit 10.3 STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. BASIC PROVISIONS ("BASIC PROVISIONS"). 1.1 PARTIES: This Lease ("LEASE"), dated for reference purposes only 10-9-03 , is made by and...Lease Agreement • November 12th, 2004 • Aegis Assessments Inc • Communications equipment, nec
RECITALSConsulting Agreement • September 4th, 2003 • Aegis Assessments Inc • Communications equipment, nec • California
EMPLOYMENT CONTRACT FOR CHIEF TECHNOLOGY OFFICER Aegis Assessments, Inc., a Delaware corporation ("Employer"), located at 4100 Newport Place, Suite 660, Newport Beach, California 92660, and Richard Grosser ("Employee"), in consideration of the mutual...Employment Agreement • March 25th, 2003 • Aegis Assessments Inc • Communications equipment, nec
Exhibit 10.11 CONSULTING AGREEMENT This CONSULTING AGREEMENT ("Agreement") is made and entered into in duplicate and shall be effective on June 3, 2005 ("Effective Date"), by and between Aegis Assessments, Inc., a Delaware corporation ("Corporation"),...Consulting Agreement • November 14th, 2005 • Aegis Assessments Inc • Communications equipment, nec • Arizona
ISDA(R) International Swaps and Derivatives Association, Inc. SCHEDULE to the 2002 Master AgreementIsda Master Agreement • March 22nd, 2005 • Aegis Assessments Inc • Communications equipment, nec • New York
ContractWarrant Agreement • November 2nd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
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 OCTOBER 27, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION 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.
EMPLOYMENT CONTRACT FOR VICE PRESIDENT OF STRATEGY AND BUSINESS DEVELOPMENT Aegis Assessments, Inc., a Delaware corporation ("Employer"), located at 4100 Newport Place, Suite 660, Newport Beach, California 92660, and Robert G. Alcaraz ("Employee"), in...Employment Agreement • October 9th, 2002 • Aegis Assessments Inc
RECITALSConsulting Agreement • June 16th, 2004 • Aegis Assessments Inc • Communications equipment, nec • California
EMPLOYMENT CONTRACT FOR CHIEF TECHNOLOGY OFFICER Aegis Assessments, Inc., a Delaware corporation ("Employer"), located at 1301 Dove Street, Suite 460, Newport Beach, California 92660, and Eric Peacock ("Employee"), in consideration of the mutual...Employment Agreement • October 9th, 2002 • Aegis Assessments Inc
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 27, 2006, by and among Aegis Assessments, Inc., a Delaware corporation with its headquarters located at 7975 N. Hayden Road #D363, Scottsdale, AZ 85258 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
EMPLOYMENT CONTRACT FOR PRESIDENT AND CHIEF EXECUTIVE OFFICER Aegis Assessments, Inc., a Delaware corporation ("Employer"), located at 1301 Dove Street, Suite 460, Newport Beach, California 92660, and Eric Johnson ("Employee"), in consideration of the...Employment Agreement • October 9th, 2002 • Aegis Assessments Inc • California
RECITALSEmployment Agreement • June 16th, 2004 • Aegis Assessments Inc • Communications equipment, nec • Arizona
SUBSCRIPTION AGREEMENTSubscription Agreement • April 3rd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of February 16, 2006, by and among Aegis Assessments, Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
SECURITY AGREEMENTSecurity Agreement • November 2nd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
SECURITY AGREEMENT (this “Agreement”), dated as of October 27, 2006, by and among Aegis Assessments, Inc., a Delaware corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
ContractWarrant Agreement • April 3rd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AEGIS ASSESSMENTS INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Lease Annual Basic Monthly Months Rent Payment --------------------------------------------------- 1 $0 $0 2 - 6 $59,557.56 $4,963.13 7 $0 $0 8 - 12 $59,557.56 $4,963.13 13 - 18 $61,357.44 $5,113.12 19 $0 $0 20 - 24 $61, 357.44 $5,113.12 25 - 39...Office Building Lease • November 12th, 2004 • Aegis Assessments Inc • Communications equipment, nec • Arizona
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 2nd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of October 27, 2006, by and among Aegis Assessments, Inc., a Delaware corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • April 3rd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of February 16, 2006, among Barbara R. Mittman (the “Collateral Agent”), and the parties identified on Schedule A hereto (each, individually, a “Lender” and collectively, the “Lenders”), who hold or will acquire convertible promissory notes issued or to be issued by Aegis Assessments, Inc. (“Debtor”), a Delaware corporation, at or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 2nd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 27, 2006, by and among Aegis Assessments, Inc. a Delaware corporation, with headquarters located at 7975 N. Hayden Road #D363, Scottsdale, AZ 85258 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
Exhibit 10.4 This Exhibit contains confidential information, which has been omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities and Exchange Act of...Distribution Agreement • November 12th, 2004 • Aegis Assessments Inc • Communications equipment, nec
SECURITY AGREEMENTSecurity Agreement • April 3rd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
Exhibit 10.2 ISDA(R)2002 Master Agreement • March 22nd, 2005 • Aegis Assessments Inc • Communications equipment, nec
Exhibit 10.4 Date: November 15, 2004 To: Aegis Assessments, Inc. From: Cogent Capital Corp. SUBJECT: EQUITY OPTION TRANSACTION ---------------------------------- The purpose of this communication is to set forth the terms and conditions of the Call...Equity Option Transaction • March 22nd, 2005 • Aegis Assessments Inc • Communications equipment, nec • Utah
EXHIBIT 10.1 EMERGING TECHNOLOGIES INTERIM RELATIONSHIP AGREEMENT This INTERIM RELATIONSHIP AGREEMENT (the "Agreement"), is entered into on the 31st day of March, 2005 ("Effective Date") by and between GTSI CORP., a Delaware corporation with its...Interim Relationship Agreement • June 14th, 2005 • Aegis Assessments Inc • Communications equipment, nec • Virginia
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • March 17th, 2006 • Aegis Assessments Inc • Communications equipment, nec • District of Columbia
This Agreement (“Agreement”) dated this the 6th day of December, 2005 is between AEGIS Assessments, Inc. (“Client”), located at 7975 North Hayden Road, Suite D363, Scottsdale, AZ 85258 and James Lee Witt Associates, LLC (“Consultant”), located at 701 13th Street, NW, Suite 850, Washington, DC 20005.
SOFTWARE DEVELOPMENT CONSULTING AGREEMENT This CONSULTING AGREEMENT ("Agreement") is made and entered into in duplicate and shall be effective December 16, 2002 through March 15, 2003 by and between Aegis Assessments, Inc., a Delaware corporation...Software Development Consulting Agreement • April 22nd, 2003 • Aegis Assessments Inc • Communications equipment, nec
ContractSecured Convertible Note • April 3rd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AEGIS ASSESSMENTS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT TO TRANSACTION DOCUMENTS AGREEMENTTransaction Documents Agreement • April 3rd, 2006 • Aegis Assessments Inc • Communications equipment, nec
Agreement made this 16th day of March, 2006 (“Amendment”) among Aegis Assessments, Inc., a Delaware corporation (the “Company”), and the signators hereto who are Subscribers under a certain Subscription Agreement with the Company dated February 16, 2006 (“Subscribers”).
ADDENDUMEmployment Agreement • February 19th, 2003 • Aegis Assessments Inc • Communications equipment, nec
This Addendum shall be a written modification of the employment agreement dated September 25, 2002 between Aegis Assessments, Inc. ("Employer") and Robert G. Alcaraz ("Employee") pursuant to Section 9.06.
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • April 3rd, 2006 • Aegis Assessments Inc • Communications equipment, nec • New York
This Agreement is dated as of the 16th day of February, 2006 among Aegis Assessments, Inc., a Delaware corporation (the “Company”), the Subscribers identified on Schedule A hereto (each a “Subscriber” and collectively “Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
ADDENDUM TO EMPLOYMENT CONTRACT FOR CHIEF EXECUTIVE OFFICER Aegis Assessments, Inc., a Delaware corporation ("Employer"), located at 1301 Dove Street, Suite 460, Newport Beach, California 92660, and Eric Johnson ("Employee"), in consideration of the...Employment Agreement • April 22nd, 2003 • Aegis Assessments Inc • Communications equipment, nec
RECITALSEmployment Agreement • June 16th, 2004 • Aegis Assessments Inc • Communications equipment, nec • Arizona
ADDENDUM TO EMPLOYMENT CONTRACT FOR CHIEF OPERATING OFFICER Aegis Assessments, Inc., a Delaware corporation ("Employer"), located at 1301 Dove Street, Suite 460, Newport Beach, California 92660, and Richard Reincke ("Employee"), in consideration of...Employment Agreement • April 22nd, 2003 • Aegis Assessments Inc • Communications equipment, nec
