CREDIT AGREEMENT DATED AS OF DECEMBER 8, 2005Credit Agreement • December 21st, 2005 • Clayton Holdings Inc • Services-business services, nec • New York
Exhibit 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 29th day of June, 2004 by and between Stephen M. Lamando (the "Employee") and Clayton GRP, Inc., a Delaware corporation (the "Company") , and,...Employment Agreement • November 7th, 2005 • Clayton Holdings Inc • Connecticut
FOR COMPANY EMPLOYEESNon-Qualified Stock Option Agreement • February 9th, 2006 • Clayton Holdings Inc • Services-business services, nec
SECTION I. DEFINITIONS...................................................................2 1.1. Construction of Terms........................................................2 1.2. Terms Not...Stockholders Agreement • November 7th, 2005 • Clayton Holdings Inc
EXHIBIT 10.5 INCENTIVE STOCK OPTION AGREEMENT UNDER THE CLAYTON HOLDINGS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN Name of Optionee:______________________________________ No. of Option Shares:__________________________________ Option Exercise Price...Incentive Stock Option Agreement • February 9th, 2006 • Clayton Holdings Inc • Services-business services, nec
EXHIBIT 10.18 INDEMNIFICATION AGREEMENT This Agreement made and entered into this ____ day of _______________, (the "AGREEMENT"), by and between Clayton Holdings, Inc., a Delaware corporation (the "COMPANY," which term shall include, where...Indemnification Agreement • February 9th, 2006 • Clayton Holdings Inc • Services-business services, nec • Delaware
EXHIBIT 10.40 [CLAYTON LOGO] CLAYTON SERVICES, INC. August 30, 2005 Mr. Brian C. Newman 219 Grandview Road. Southbury, CT 06488 Re: Separation Agreement and Mutual Release Dear Brian: Together with Appendix A which is incorporated into this letter in...Separation Agreement • February 9th, 2006 • Clayton Holdings Inc • Services-business services, nec • Connecticut
Exhibit 1.1 CLAYTON HOLDINGS, INC. 6,250,000 Shares of Common Stock(1) UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2006 • Clayton Holdings Inc • Services-business services, nec • Illinois
OFFICE LEASEOffice Lease • November 7th, 2005 • Clayton Holdings Inc • Colorado
EXHIBIT 10.7 RESTRICTED STOCK AWARD AGREEMENT UNDER THE CLAYTON HOLDINGS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN Name of Grantee:_____________________________ No. of Shares:_______________________________ Grant...Restricted Stock Award Agreement • February 9th, 2006 • Clayton Holdings Inc • Services-business services, nec
ANDSubordination Agreement • November 7th, 2005 • Clayton Holdings Inc • Massachusetts
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 9th, 2006 • Clayton Holdings Inc • Services-business services, nec • New York
Exhibit 10.36 FIRST AMENDMENT TO THE STOCKHOLDERS AGREEMENT This First Amendment to the Stockholders Agreement (this "AMENDMENT") is made and entered into as of the 4th day of November, 2005, by and among Clayton Holdings, Inc., formerly CMH Holdings,...Stockholders Agreement • November 7th, 2005 • Clayton Holdings Inc • New York
WITNESSETHNon-Competition Agreement • November 7th, 2005 • Clayton Holdings Inc • Connecticut
Exhibit 10.10 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 25th day of April, 2005 by and between Frank P. Filipps (the "Executive") and CMH Holdings, Inc., a Delaware corporation (the "Company"). W I T N...Employment Agreement • November 7th, 2005 • Clayton Holdings Inc • Connecticut
Exhibit 10.3 NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE CLAYTON HOLDINGS, INC. 2005 STOCK OPTION AND GRANT PLAN NAME OF OPTIONEE: __________________ (the "Optionee") NO. OF OPTION SHARES: __________________ Shares of Common Stock GRANT DATE:...Non-Qualified Stock Option Agreement • November 7th, 2005 • Clayton Holdings Inc • Delaware
WITNESSETHEmployment Agreement • November 7th, 2005 • Clayton Holdings Inc • Connecticut
WITNESSETH:Employment Agreement • November 7th, 2005 • Clayton Holdings Inc • Connecticut
EXHIBIT 10.2 INCENTIVE STOCK OPTION AGREEMENT UNDER THE CLAYTON HOLDINGS, INC. 2005 STOCK OPTION AND GRANT PLAN NAME OF OPTIONEE: __________________ (the "Optionee") NO. OF OPTION SHARES: __________________ Shares of Common Stock GRANT DATE:...Incentive Stock Option Agreement • November 7th, 2005 • Clayton Holdings Inc • Delaware
WITNESSETHEmployment Agreement • November 7th, 2005 • Clayton Holdings Inc • Connecticut
EXECUTION COPY REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2005 • Clayton Holdings Inc • New York
Exhibit 10.35 CONSENT AND AMENDMENT PERTAINING TO SUBORDINATED NOTE PURCHASE AGREEMENT This CONSENT AND AMENDMENT PERTAINING TO SUBORDINATED NOTE PURCHASE AGREEMENT ("CONSENT") is dated as of November 2, 2005, and is entered into by and among CLAYTON...Subordinated Note Purchase Agreement • November 7th, 2005 • Clayton Holdings Inc
This CONSENT AND AMENDMENT PERTAINING TO SUBORDINATED NOTE PURCHASE AGREEMENT ("CONSENT") is dated as of November 2, 2005, and is entered into by and among CLAYTON SERVICES, INC., a Delaware corporation formerly known as Clayton GRP, Inc. ("BORROWER"), and TA Subordinated Debt Fund, L.P., a Delaware limited partnership ("TA DEBT FUND").
Exhibit 10.34 WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT This WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT ("Waiver and Amendment") is dated as of October 25, 2005, and is entered into in favor of CLAYTON SERVICES, INC. (f/k/a CLAYTON GRP, INC.)...Credit Agreement • November 7th, 2005 • Clayton Holdings Inc • Illinois
ARTICLE I - DEFINITIONS........................................................ ...............................1 1.1. Definitions.............................. .........................................................1 1.2. Accounting Term...Subordinated Convertible Note Purchase Agreement • November 7th, 2005 • Clayton Holdings Inc • New York
COMMERCIAL LEASECommercial Lease • November 7th, 2005 • Clayton Holdings Inc
Exhibit 10.30 ASSIGNMENT OF LEASE THIS ASSIGNMENT made this 31 day of August, 1999, by and between ROBERT D. SCINTO (hereinafter referred to as "Owner"), BRANDDIRECT MARKETING, INC. (hereinafter referred to as "Assignor") and CLAYTON NATIONAL, INC....Assignment of Lease • November 7th, 2005 • Clayton Holdings Inc
Exhibit 10.36 SUBLEASE AGREEMENT This Sublease Agreement made as of October 31, 2005 between Rx Solutions, Inc. a Florida corporation having a usual place of business at 13101 Telecom Drive, Temple Terrace, Florida 33637 ("TENANT"), and Clayton...Sublease Agreement • December 21st, 2005 • Clayton Holdings Inc • Services-business services, nec • Florida
Exhibit 10.16 CLAYTON TECHNOLOGIES, INC. EMPLOYEE AGREEMENT In consideration and as a condition of my employment by Clayton Technologies, Inc. (the "Company"), I agree as set forth below. 1. PROPRIETARY INFORMATION. I agree that all information,...Employee Agreement • November 7th, 2005 • Clayton Holdings Inc
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2007 • Clayton Holdings Inc • Services-business services, nec • Colorado
This agreement is between Clayton Holdings, Inc., the parent of Clayton Fixed Income Services Inc. (formerly The Murrayhill Company) (“Company”) and Kevin J. Kanouff (“Employee”), and shall be effective as of March 14, 2007 (the “Effective Date”). This agreement amends and restates in its entirety that certain Amended and Restated Employment Agreement, dated May 24, 2004, between the Company and Employee.
LEASE TERMINATION AGREEMENTLease Termination Agreement • February 29th, 2008 • Clayton Holdings Inc • Services-business services, nec
This Lease Termination Agreement (the “Lease Termination Agreement”) is made as of February 29, 2008, by and between 2 Corporate Drive, LLC (hereinafter referred to as “Landlord”), and Clayton Services, Inc. (hereinafter referred to as “Tenant”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2008 • Clayton Holdings Inc • Services-business services, nec
JOINT FILING AGREEMENTJoint Filing Agreement • October 5th, 2007 • Clayton Holdings Inc • Services-business services, nec
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, we, the signatories of the statement on Schedule 13D to which this joint filing agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
DEFERRED STOCK UNIT AWARD AGREEMENT UNDER THE CLAYTON HOLDINGS, INC. 2006 STOCK OPTION AND INCENTIVE PLANDeferred Stock Unit Award Agreement • February 2nd, 2007 • Clayton Holdings Inc • Services-business services, nec
VOTING AGREEMENTVoting Agreement • April 14th, 2008 • Clayton Holdings Inc • Services-business services, nec • Delaware
THIS VOTING AND PROXY AGREEMENT (this "Agreement") is made and entered into as of April 13, 2008 by and among Cobra Green LLC, a Delaware limited liability company ("Buyer"), and the persons executing this Agreement as "Stockholders" on the signature page hereto (each, a "Stockholder" and collectively, the "Stockholders").
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 14th, 2008 • Clayton Holdings Inc • Services-business services, nec • New York
THIS SECOND AMENDMENT dated as of May 2, 2006 (this “Amendment”), to the Credit Agreement, dated as of December 8, 2005, as amended by that certain First Amendment to Credit Agreement dated as of January 11, 2006 (as so amended, the “Credit Agreement”), by and among CLAYTON HOLDINGS, INC. a Delaware corporation (the “Company”), CITIGROUP GLOBAL MARKETS REALTY CORP. (“Citigroup”) and BNP PARIBAS (“BNP Paribas”), as administrative agent (in such capacity “Administrative Agent”).
