PCMT CORPORATION REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION SECTION 1Subscription Agreement • October 29th, 2007 • PCMT Corp • Retail-computer & computer software stores • Delaware
SUSPECT DETECTION SYSTEMS, INC. REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION SECTION 1Class a Warrant Agreement • March 22nd, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores • New York
The general rule for determining the value of investments in order to ascertain whether a person is a qualified purchaser is that the value of the aggregate amount of investments owned and invested on a discretionary basis by such person shall be their fair market value on the most recent practicable date or their cost. This general rule is subject to the following provisos:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 29th, 2007 • PCMT Corp • Retail-computer & computer software stores • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of October 23, 2007 (the “Effective Date”), by and between PCMT Corporation (the “Company”), and Asher Zwebner (the “Executive”).
Suspect Detection Systems Inc.2009 Global Incentive Option Plan • June 30th, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores • Delaware
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement (the “Option Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 1st, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores • Delaware
INDEMNIFICATION AGREEMENT (this "Agreement") dated as of July 27, 2011 between Suspect Detection Systems, Inc., a Delaware corporation (the "Company"), and Shabtai Shoval (“Shoval”; Shoval and any Person controlled by him, each and collectively, the “Indemnitee”).
ContractClass a Warrant Agreement • March 24th, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED ABSENT SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE STATE LAWS.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 20th, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores
This SHARE PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 14 day of June, 2011, by and between Suspect Detection Systems, Inc., a Delaware corporation (the “Purchaser”) and Isahyau (Sigi) Horowitz (the “Seller”) (the Purchaser and Seller shall each be referred to hereinafter as a “Party”, and collectively as the “Parties”).
SCHEDULE 4.15.5A EMPLOYEE IP LISTSuspect Detection Systems, Inc. • June 30th, 2011 • Retail-computer & computer software stores
The below lists the Company’s current employees that have signed the Non-Disclosure Agreement attached as Schedule 4.15.5B hereto (the “Non-Disclosure Agreement”).
EMPLOYMENT AGREEMENT BetweenEmployment Agreement • January 19th, 2010 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores • New York
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 14 day of January, 2010 by and between SUSPECT DETECTION SYSTEMS, INC., a Delaware corporation having its Principal Office located at 4 Nafeha Street, Jerusalem, Israel 95508 ("SDSS"), and GIL BOOSIDAN. an individual residing at 3333 Henry Hudson Park way, Apartment 1G, Bronx New York 10463 (the "Employee").
EXCHANGE AGREEMENTExchange Agreement • July 14th, 2009 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores • New York
EXCHANGE AGREEMENT (this “Agreement”), dated as of July 9, 2009, by and between Suspect Detection Systems Inc., a Delaware corporation (the “Company”), and NG-The Northern Group LP (the "Investor").
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • January 21st, 2009 • PCMT Corp • Retail-computer & computer software stores • Tel-Aviv
THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on this 20th day of January, 2009, by and between Suspect Detection Systems (S.D.S) Ltd. (Company number 51-353475-0) of Shoham, Israel (the “Company”), and Shabtai Shoval (I.D. No. 057076986) of Habsor St. 121, Shoham, Israel (the “Executive”, each of the Company and Executive shall be referred to hereinafter as a “Party” and collectively the “Parties”);
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Between SUSPECT DETECTION SYSTEMS, INC. And GIL BOOSIDANEmployment Agreement • June 30th, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of this 21st day of June, 2011 by and between SUSPECT DETECTION SYSTEMS, INC., a Delaware corporation having its Principal Office located at 150 West 56th Street, Suite 4005, New York, New York 10019 (“SDSS”), and GIL BOOSIDAN, an individual residing at 3333 Henry Hudson Parkway, Apartment 1G, Bronx, New York 10463 (the “Employee”).
OFFICER INDEMNITY AND EXEMPTION AGREEMENTIndemnity and Exemption Agreement • March 22nd, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores
THIS INDEMNITY AND EXEMPTION AGREEMENT, dated as of January __, 2010, is between Suspect Detection Systems (SDS) Ltd., an Israeli company (the “Company”), and Shabtai Shoval (the “Indemnitee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 6th, 2008 • PCMT Corp • Retail-computer & computer software stores • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made this 30th day of April, 2008, among PCMT Corporation, a Delaware corporation (the “Company”), Suspect Detection Systems Ltd., an Israeli corporation (“SDS”), Shabtai Shoval, the chief executive officer of SDS (the “Principal”), and the shareholders of SDS that are identified on Exhibit A annexed hereto, including the Principal (each a “Seller” and collectively the “Sellers”).
Schedule 4.19 Employees and ConsultantsEmployees and Consultants • June 30th, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores
The following lists all of the current employees of the Company, as well as the date of their employment agreement with the Company, and all of the current consultants of the Company and lists all former employees and consultants of the Company.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 30th, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores
This SHARE PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 27th day of June 2011, by and among Suspect Detection Systems, Inc., a Delaware corporation (the “Purchaser”) and Shabtai Shoval (the “Seller”) (the Purchaser and Seller shall each be referred to hereinafter as a “Party”, and collectively as the “Parties”).
AMENDED AND RESTATED AGREEMENT Between SUSPECT DETECTION SYSTEMS, INC. And YOAV KRILLAmended and Restated Agreement • June 30th, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores • New York
THIS AGREEMENT is made and entered into as of this 21st day of June, 2011 by and between Suspect Detection Systems, Inc., a Delaware corporation having an office located at 150 West 56th Street, Suite 4005, New York, New York (“SDS”), and Yoav Krill, an individual having an office located at 150 West 56th Street, Apartment 4005, New York, New York 10019 (“Mr. Krill”).
ContractSuspect Detection Systems, Inc. • June 30th, 2011 • Retail-computer & computer software stores
AGREEMENT BetweenAgreement • January 19th, 2010 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores • New York
THIS AGREEMENT is made and entered into as of this 13 day of January, 2010 by and between Suspect Detection Systems, Inc., a Delaware corporation having an office located at 4 Nafcha Street, Jerusalem, Israel 95508 (the "Company"), and Yoav Krill, an individual having an office located at 150 West 56th Street, Apartment 4005, New York, New York 10019 ("Mr. Krill").
LOCK-UP AGREEMENTLock-Up Agreement • July 14th, 2009 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores • New York
This Lock-Up Agreement (this “Agreement”), dated as of July 9, 2009, by and between Suspect Detection Systems Inc., a Delaware corporation (the “Company”), and NG-The Northern Group LP (the "Investor").
PCMT CORPORATION Jerusalem, Israel 95508PCMT Corp • November 15th, 2007 • Retail-computer & computer software stores • New York
This letter hereby sets forth the non-binding intent with respect to the proposed acquisition by the undersigned, PCMT Corporation, a Delaware corporation (“PCMT”), of all of the issued and outstanding capital stock of Suspect Detection Systems Ltd., an Israeli corporation (“SDS”), in consideration for no less than 28,600,000 shares of common stock of PCMT, representing no less than 31% of the issued and outstanding share capital of PCMT subjected to the federal trading rules of the USA.
WARRANT AGREEMENTWarrant Agreement • July 14th, 2009 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores • New York
The undersigned hereby irrevocably elects to exercise _________ of the Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment for such Warrant Shares in an amount determined in accordance with the terms of the Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , whose address is and that such certificate be delivered to , whose address is . If said number of Warrants is less than the number of Warrants evidenced by the Warrant Certificate (as calculated pursuant to the Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address is .
GURANTEE AGREEMENTGurantee Agreement • January 21st, 2009 • PCMT Corp • Retail-computer & computer software stores
This Agreement (the “Agreement”) is entered into by the signatories hereto in connection with the employment agreement (the “Employment Agreement”), dated January 20, 2009 by and between Suspect Detection Systems (S.D.S) Ltd. (“SDS”), a company organized under the laws of the State of Israel, and Mr. Shabtai Shoval (“Shoval”).
SCHEDULE 4.15.5B SUSPECT DETECTION SYSTEMS LTD. (SDS) EMPLOYEE PROPRIETARY INFORMATION AND NON-COMPETITION AGREEMENTInformation and Non-Competition Agreement • June 30th, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores
In consideration and as a condition of my employment, by Suspect Detection Systems Ltd. (SDS) and/or by companies which it owns, controls, or by which it is owned or controlled, or with which it is affiliated, or their successors in business (the “Company”), and the compensation paid therefore:
SUSPECT DETECTION SYSTEMS, INC. INDEMNIFICATION AGREEMENT with YOAV KRILLIndemnification Agreement • August 1st, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores • New York
THIS INDEMNIFICATION AGREEMENT (the “Indemnification Agreement”) made as of July 29, 2011 by and between YOAV KRILL, an individual with a mailing address of 150 West 56th Street, Apartment 4005, New York, New York 10019 (“Mr. Krill”)., and SUSPECT DETECTION SYSTEMS, INC., a Delaware corporation having an office located at 150 West 56th Street, Suite 4005, New York, New York (“SDS”).
TERMINATION AGREEMENTTermination Agreement • December 22nd, 2008 • PCMT Corp • Retail-computer & computer software stores
THIS TERMINATION AGREEMENT (the “Termination Agreement”) is entered into as of the 18th day of December, 2008, by and among PCMT Corporation, a Delaware corporation (the “Company”) Suspect Detection Systems Ltd., an Israeli corporation (“SDS”) Shabtai Shoval, the Chief executive of SDS (the "Principal"), and the shareholders of SDS that are identified on Exhibit A annexed hereto, including the Principal (each a "Seller" and collectively the "Sellers"), (the Company, SDS, the Principal and the Sellers shall each be referred to hereinafter as a “Party”, and collectively as the “Parties”).
INVESTMENT AGREEMENTInvestment Agreement • December 22nd, 2008 • PCMT Corp • Retail-computer & computer software stores • New York
INVESTMENT AGREEMENT (this “Agreement”), dated as of December 18, 2008, between PCMT Corporation, a Delaware corporation (the “Company”) and Suspect Detection Systems Ltd., an Israeli corporation (“SDS”) (the Company and SDS collectively shall be referred to herein, for convenience purposes only, as the "Parties" and each of them as a "Party").
SUSPECT DETECTION SYSTEMS, INC. INDEMNIFICATION AGREEMENT with GIL BOOSIDANIndemnification Agreement • August 1st, 2011 • Suspect Detection Systems, Inc. • Retail-computer & computer software stores • New York
THIS INDEMNIFICATION AGREEMENT (the “Indemnification Agreement”) made as of July 29, 2011 by and between GIL BOOSIDAN, an individual with a mailing address of 3333 Henry Hudson Pkwy, Bronx, New York 10463 (“Mr. Boosidan”)., and SUSPECT DETECTION SYSTEMS, INC., a Delaware corporation having an office located at 150 West 56th Street, Suite 4005, New York, New York (“SDS”).
