Spectrum Sciences & Software Holdings Inc Sample Contracts

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RECITALS
Stock Option Agreement • November 19th, 2004 • Spectrum Sciences & Software Holdings Inc • Services-facilities support management services • Delaware
EXHIBIT 10.6 STIPULATION AND AGREEMENT ---------------------------
Stipulation and Agreement • August 20th, 2003 • Spectrum Sciences & Software Holdings Inc • Services-facilities support management services
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 11th, 2006 • Spectrum Sciences & Software Holdings Corp • Services-facilities support management services • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of May 11, 2005, is entered into by and among SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP., a Delaware corporation (the “Company”); and DARRYL K. HORNE, CHARLENE H. HORNE and MICHAEL MEGLESS (severally and not jointly, each, a “Shareholder” and, collectively, the “Shareholders”).

LOAN AGREEMENT
Loan Agreement • May 11th, 2009 • Horne International, Inc. • Services-facilities support management services

This Loan Agreement dated April 21, 2009 (the “Effective Date”) by and between Horne International, Inc. (the “Borrower”), a Delaware corporation, with offices located at 3975 University Drive, Suite 100, Fairfax, VA 22030 and Darryl K. Horne (the “Lender”), with an address of 1732 Brookside Lane, Vienna, Virginia 22182.

LOAN AGREEMENT
Loan Agreement • January 3rd, 2012 • Horne International, Inc. • Services-facilities support management services

This Loan Agreement dated December 27, 2011 (the “Effective Date”) by and between Horne International, Inc. (the “Borrower”), a Delaware corporation, with offices located at 3975 University Drive, Suite 100, Fairfax, VA 22030 and Trevor Foster (the “Lender”), with an address of P.O. Box 45, Hickman, CA 95323.

EMPLOYMENT AGREEMENT
Employment Agreement • April 11th, 2006 • Spectrum Sciences & Software Holdings Corp • Services-facilities support management services • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into as of May 11, 2005, by and between Spectrum Sciences & Software Holdings Corp., a Delaware corporation (the “Company”), and Michael Megless (the “Executive”), and shall become effective upon the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005 (the “Effective Date”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • April 11th, 2006 • Spectrum Sciences & Software Holdings Corp • Services-facilities support management services • Florida

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of May 11, 2005, by and between Spectrum Sciences & Software Holdings Corp., a Delaware corporation (the “Assignor”), and Spectrum Sciences & Software, Inc., a Florida corporation (the “Assignee”), and shall be effective upon the filing with the Securities and Exchange Commission of Assignor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005 (the “Effective Date”).

REVOLVING LINE OF CREDIT LOAN AGREEMENT AND SECURITY AGREEMENT
Revolving Line of Credit Loan Agreement • March 30th, 2006 • Spectrum Sciences & Software Holdings Corp • Services-facilities support management services • Virginia

THIS REVOLVING LINE OF CREDIT LOAN AGREEMENT AND SECURITY AGREEMENT (“Agreement”) is made as of March 2, 2006, by and among Horne Engineering Services, LLC, and Spectrum Sciences & Software Holdings Corp., both having an address at c/o HORNE ENGINEERING SERVICES, LLC, 3130 Fairview Park Drive, Suite 400, Falls Church, Virginia 22042, and Bank of America, N.A., a national banking association, having an address at 1101 Wootton Parkway, 4th Floor, Rockville, Maryland 20852.

STOCK OPTION AGREEMENT
Stock Option Agreement • April 11th, 2006 • Spectrum Sciences & Software Holdings Corp • Services-facilities support management services • Delaware

This Stock Option Agreement (this “Agreement”) is made as of May 11, 2005 by and between Spectrum Sciences & Software Holdings Corp. (the “Corporation”) and Darryl K. Horne (the “Optionee”).

RETRACTION AGREEMENT
Retraction Agreement • June 26th, 2006 • Spectrum Sciences & Software Holdings Corp • Services-facilities support management services • Newfoundland and Labrador

THIS RETRACTION AGREEMENT (“Agreement”) is made and entered into this 21st day of June, 2006, by and between SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP., a Delaware corporation (“Stockholder”) and M&M ENGINEERING LTD, a company duly incorporated under the laws of the Province of Newfoundland and Labrador (the “Corporation”).

STOCK OPTION AGREEMENT
Stock Option Agreement • May 12th, 2010 • Horne International, Inc. • Services-facilities support management services • Delaware

This Stock Option Agreement (this “Agreement”) is made as of March 23, 2010 by and between Horne International, Inc. (the “Corporation”) and Intelligent Decisions, Inc. (the “Optionee”).

AMENDMENT AND WAIVER AGREEMENT
Amendment and Waiver Agreement • April 11th, 2006 • Spectrum Sciences & Software Holdings Corp • Services-facilities support management services • Delaware

THIS AMENDMENT AND WAIVER AGREEMENT (this “Agreement”) is made and entered into as of May 11, 2005, by and among Spectrum Sciences & Software Holdings Corp., a Delaware corporation (“Buyer”), Horne Acquisition LLC, a Virginia limited liability company and wholly owned subsidiary of Buyer (“Acquisition LLC”), Horne Engineering Services, Inc., a Virginia corporation (the “Company”), and Darryl K. Horne (“Horne”), Charlene M. Horne and Michael Megless (“Megless”), the shareholders of the Company (collectively, the “Shareholders”).

STOCK OPTION AGREEMENT
Stock Option Agreement • January 27th, 2006 • Spectrum Sciences & Software Holdings Corp • Services-facilities support management services • Delaware

This Stock Option Agreement (this “Agreement”) is made as of January 23, 2006 by and between Spectrum Sciences & Software Holdings Corp. (the “Corporation”) and Michael M. Megless (the “Optionee”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 25th, 2006 • Horne International, Inc. • Services-facilities support management services • Virginia

This Employment Agreement (this “Agreement”), effective as of the 3rd day of July, 2006 (the “Effective Date”), by and between Spectrum Sciences & Software Holdings Corp., a Delaware corporation (the “Company” or “Spectrum Holdings Corp.”), and Charles Mahan (the “Executive”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 24th, 2008 • Horne International, Inc. • Services-facilities support management services • Virginia

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 17th day of January, 2008, by and among (i) HORNE INTERNATIONAL, INC., a Delaware corporation (“Purchaser”), (ii) AMATA, INC., a Colorado corporation (“Company”), and (iii) SHAWN F. WURTSMITH (“Wurtsmith”) and ROBERT L. CHENEY (“Cheney”) (each individually, a “Seller” and collectively, “Sellers”).

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • April 11th, 2006 • Spectrum Sciences & Software Holdings Corp • Services-facilities support management services • Delaware

This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of April 14, 2005, by and among (i) Spectrum Sciences & Software Holdings Corp., a Delaware corporation (“Buyer”), (ii) Horne Acquisition LLC, a Virginia limited liability company and wholly owned subsidiary of Buyer (“Acquisition LLC”), (iii) Horne Engineering Services, Inc., a Virginia corporation (the “Company”), and (iv) Darryl K. Horne (“Horne”), Charlene M. Horne (“C. Horne”) and Michael Megless (“Megless” and, together with Horne and C. Horne, the “Shareholders” and, each individually a “Shareholder”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 6th, 2008 • Horne International, Inc. • Services-facilities support management services • Virginia

This Employment Agreement (this “Agreement”), effective as of the 1st day of October, 2008, by and between Horne International, Inc., a Delaware corporation (the “Company”), and John Krobath (the “Executive”).

Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • August 10th, 2010 • Horne International, Inc. • Services-facilities support management services • Delaware

This Restricted Stock Unit Agreement (“Agreement”) is entered into as of March 23, 2010, by Horne International , Inc., a Delaware corporation (the “Company”), and INTELLIGENT DECISIONS, INC. a Delaware limited liability company (the “INTELLIGENT”).

FIRST AMENDMENT TO REVOLVING LINE OF CREDIT LOAN AGREEMENT AND SECURITY AGREEMENT
Revolving Line of Credit Loan Agreement and Security Agreement • December 8th, 2006 • Horne International, Inc. • Services-facilities support management services • Virginia

THIS FIRST AMENDMENT TO REVOLVING LINE OF CREDIT LOAN AGREEMENT AND SECURITY AGREEMENT (this “Amendment”) is made effective as of November 30, 2006, by and among Horne Engineering Services, LLC, a Virginia limited liability company (“Horne, LLC”), having an address at 2677 Prosperity Avenue, Suite 300, Fairfax, Virginia 22031 and Horne International, Inc. (formerly known as Spectrum Sciences & Software Holdings Corp.), a Delaware corporation (“Horne, Inc.” and together with Horne, LLC, jointly and severally, the “Existing Borrowers”), having an address at 2677 Prosperity Avenue, Suite 300, Fairfax, Virginia 22031, Spectrum Sciences & Software, Inc., a Florida corporation (“Spectrum”), having an address at 91 Hill Avenue, N.W., Fort Walton Beach, Florida 32548 and Coast Engine & Equipment Company, Inc., a Florida corporation (“Coast”), having an address at 8985 Columbia Road, Suite A, Cape Canaveral, Florida 32920; and Bank of America, N.A., a national banking association (the “Lender”)

FIRST MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING
First Mortgage, Assignment of Rents, Security Agreement and Fixture Filing • November 6th, 2008 • Horne International, Inc. • Services-facilities support management services

THIS FIRST MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (the “Mortgage”) is executed as of June 13, 2008, by SPECTRUM SCIENCES & SOFTWARE, INC., a Florida corporation, whose address is 2677 Prosperity Avenue, Suite 300, Fairfax, Virginia 22031 (the “Mortgagor”), which term as used herein in every instance shall include the Mortgagor’s successors, legal representatives and assigns, including all subsequent grantees, either voluntary by act of the parties or involuntary by operation of law, to SUSOTT FAMILY LIMITED PARTNERSHIP, a California limited partnership, whose address is 4267 Marina City Drive, Apt. #1106, Marina Del Rey, CA 90292 (the “Mortgagee”), which term as used herein in every instance shall include the Mortgagee’s successors, legal representatives and assigns, including all subsequent assignees, either voluntary by act of the parties or involuntary by operation of law.

SECOND MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING
Second Mortgage, Assignment of Rents, Security Agreement and Fixture Filing • November 6th, 2008 • Horne International, Inc. • Services-facilities support management services

THIS SECOND MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (the “Mortgage”) is executed as of June 13, 2008, by SPECTRUM SCIENCES & SOFTWARE, INC., a Florida corporation, whose address is 2677 Prosperity Avenue, Suite 300, Fairfax, Virginia 22031 (the “Mortgagor”), which term as used herein in every instance shall include the Mortgagor’s successors, legal representatives and assigns, including all subsequent grantees, either voluntary by act of the parties or involuntary by operation of law, to DARRYL K. HORNE, an individual, whose address is 1732 Brookside Lane, Vienna, VA 22182 (the “Mortgagee”), which term as used herein in every instance shall include the Mortgagee’s successors, legal representatives and assigns, including all subsequent assignees, either voluntary by act of the parties or involuntary by operation of law.

AGREEMENT TO TRANSFER PROPERTY
Property Transfer Agreement • November 12th, 2009 • Horne International, Inc. • Services-facilities support management services • Florida

This Agreement to transfer real property is made this 31st day of July, 2009 (Effective Date) by and between Horne International, Inc. (hereinafter the “Corporation”) with its principal office located at 3975 University Drive, Suite 100, Fairfax, VA 22030, and Darryl K. Horne (hereinafter “Horne”), with an address of 1732 Brookside Lane, Vienna, VA 22182, and The Susott Family Limited Partnership (hereinafter “Susott”) with an address of 4267 Marina City Drive, #1106, Marina Del Ray, CA 90292; and 91 Hill Avenue, LLC, with its principal office located at 91 Hill Avenue, NW, Fort Walton Beach, FL (collectively “Transferees).

SUBORDINATED NOTE AND COMMON STOCK PURCHASE AGREEMENT
Subordinated Note and Common Stock Purchase Agreement • January 24th, 2008 • Horne International, Inc. • Services-facilities support management services • Delaware

THIS SUBORDINATED NOTE AND COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made on the 18th day of January, 2008, by and among Horne International, Inc, a Delaware corporation (the “Company”) and the purchasers listed on Schedule I hereto (each of which is herein referred to as a “Purchaser” and, collectively, as the “Purchasers”).

SETTLEMENT AND STANDSTILL AGREEMENT
Settlement Agreement • March 30th, 2006 • Spectrum Sciences & Software Holdings Corp • Services-facilities support management services • New York

This SETTLEMENT AND STANDSTILL AGREEMENT (this “Agreement”) is dated as of November 17, 2005 by and among Spectrum Sciences & Software Holdings Corp., a Delaware corporation (“Spectrum”), BG Capital Group Ltd., a Bahamian corporation (“BG”), and Robert Genovese, an individual (“Genovese”). Spectrum, BG and Genovese are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

EMPLOYMENT AGREEMENT
Employment Agreement • September 21st, 2007 • Horne International, Inc. • Services-facilities support management services • Virginia

This Employment Agreement (this “Agreement”), effective as of the 1st day of July, 2007, by and between Horne International, Inc., a Delaware corporation (the “Company”), and Robert Suthard (the “Executive”).

LOAN AGREEMENT
Loan Agreement • May 9th, 2011 • Horne International, Inc. • Services-facilities support management services

This Loan Agreement dated March 28, 2011 (the “Effective Date”) by and between Horne International, Inc. (the “Borrower”), a Delaware corporation, with offices located at 3975 University Drive, Suite 100, Fairfax, VA 22030 and Evan Auld-Susott as agent for the Susott Family Limited Partnership(the “Lender”), with an address of 4267 Marina City Drive, #1106 Marina Del Rey, CA 90292.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • June 26th, 2006 • Spectrum Sciences & Software Holdings Corp • Services-facilities support management services • Newfoundland and Labrador

WHEREAS the Vendor is presently the owner of 274 common shares and 3,857 preference shares of M & M Engineering Limited, a company duly incorporated pursuant to the laws of the Province of Newfoundland and Labrador (the “Company”); and

FIRST AMENDMENT TO REVOLVING LINE OF CREDIT LOAN AGREEMENT, CONTRACT LINE OF CREDIT LOAN AGREEMENT AND SECURITY AGREEMENT
Revolving Line of Credit Loan Agreement • July 12th, 2005 • Spectrum Sciences & Software Holdings Inc • Services-facilities support management services • Virginia

THIS FIRST AMENDMENT TO REVOLVING LINE OF CREDIT LOAN AGREEMENT, CONTRACT LINE OF CREDIT LOAN AGREEMENT AND SECURITY AGREEMENT (“First Amendment”) is made effective as of June 30, 2005, by and among Horne Engineering Services, LLC, a Virginia limited liability company (“HES LLC”), successor by merger to Horne Engineering Services, Inc., a Virginia corporation, having an address at 3130 Fairview Park Drive, Suite 400, Falls Church, Virginia 22042, Darryl K. Horne and Charlene M. Horne (each a “Guarantor” and collectively the “Guarantors”), and Bank of America, N.A., a national banking association (the “Lender”).

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