PLACEMENT AGENT WARRANT CISO GLOBAL, INC.Security Agreement • May 17th, 2023 • CISO Global, Inc. • Services-management consulting services
THIS PLACEMENT AGENT WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Titan Partners Group LLC, a division Of American Capital Partners, LLC, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 12, 2023 (the “Initial Exercise Date”) and prior to 5:00 p.m. (New York time) on May 16, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CISO GLOBAL, a Delaware corporation (the “Company”), 600,000 shares of common stock, par value $0.00001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2021 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Delaware
The undersigned, Cerberus Cyber Sentinel Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PLACEMENT AGENCY AGREEMENT May 16, 2023Placement Agency Agreement • May 17th, 2023 • CISO Global, Inc. • Services-management consulting services • New York
ContractPurchase Warrant Agreement • December 14th, 2021 • Cerberus Cyber Sentinel Corp • Services-management consulting services • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●] (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD SECURITIES, LLC.
COMMON STOCK PURCHASE WARRANT CISO Global, Inc.Common Stock Purchase Warrant • December 16th, 2024 • CISO Global, Inc. • Services-management consulting services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Target Capital 14 LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from CISO Global, Inc., a Delaware corporation (the “Company”), up to 5,500,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
NEITHER THIS INSTRUMENT NOR THE INSTRUMENTS INTO WHICH THIS INSTRUMENT IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Note Agreement • December 16th, 2024 • CISO Global, Inc. • Services-management consulting services • Arizona
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), DEB SMITH, A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). DEB SMITH MAY BE REACHED AT TELEPHONE NUMBER (480)-389-3444.
AGREEMENT FOR THE PURCHASE AND SALE OF LIMITED LIABILITY COMPANY INTERESTS OF GENRESULTS, LLCPurchase and Sale Agreement • October 2nd, 2019 • Cerberus Cyber Sentinel Corp • Services-management consulting services
This Agreement for the Purchase and Sale of Limited Liability Company Interests ("Agreement") is made as of April 12, 2019, between David G. Jemmett and Jemmett Enterprises, LLC, an Arizona limited liability company (collectively, the "Seller") and Cerberus Cyber Sentinel Corporation, a Delaware corporation (the "Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 2023 • CISO Global, Inc. • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 16, 2023, between CISO Global, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Agreement AND PLAN OF MERGER by and among CERBERUS CYBER SENTINEL CORPORATION, TRUE DIGITAL SECURITY MERGER SUB, INC., true digital security, inc., and RORY SANCHEZ JERALD DAWKINS, PH.D. and all shareholders dated as of January 5, 2022Merger Agreement • January 6th, 2022 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of January 5, 2022, by and among Cerberus Cyber Sentinel Corporation, a Delaware corporation (“Cerberus”), True Digital Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Cerberus (“Merger Sub”), True Digital Security, Inc., a Delaware Corporation (“True Digital”), Rory Sanchez, Jerald Dawkins, and all shareholders of True Digital (“Shareholders”). Each of Cerberus, Merger Sub, True Digital and Shareholders are referred to herein as a “Party” and together as “Parties.” Certain terms used in this Agreement are defined in Annex 1.
PURCHASE AGREEMENTPurchase Agreement • March 20th, 2023 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Delaware
This Purchase Agreement (this “Agreement”), dated as of March 20, 2023, is between Cerberus Cyber Sentinel Corporation, a Delaware corporation (“Issuer”), and Hensley & Company dba Hensley Beverage Company (“Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 29th, 2020 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Arizona
This Stock Purchase Agreement (this “Agreement”), is entered into as of May 25, 2020, by and among Cerberus Cyber Sentinel Corporation, a Delaware corporation (“Cerberus”), Technologyville, Inc., an Illinois corporation (“Techville”), and Brian Yelm, the sole shareholder of Techville (“Yelm”). Each of Cerberus, Techville and Yelm are referred to herein as a “Party” and together as “Parties.” Certain terms used in this Agreement are defined in Annex 1.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 5th, 2024 • CISO Global, Inc. • Services-management consulting services • Arizona
This Stock Purchase Agreement (this “Agreement”) is made and entered into by and among Itada Equities, Inc., a Canadian limited partnership (“Itada” or “Buyers”), with individuals Lilian Andre Espinosa Villarroel and Lorenzo Espinoza Labra being the owners of Itada and CISO Global Inc., a Delaware corporation with a principal place of business at 6900 E. Camelback Road, Suite 900, Scottsdale, AZ 85251 (“CISO”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2024 • CISO Global, Inc. • Services-management consulting services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 10, 2024, between CISO Global, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” or “Holder” and, collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2021 • Cerberus Cyber Sentinel Corp • Services-management consulting services
This Employment Agreement (“Agreement”) is made by and between Cerberus Cyber Sentinel Corporation, a Delaware corporation (the “Company”), and Bryce Hancock (“Employee”). The Company and Employee are sometimes collectively referred to as the “Parties” or individually as a “Party.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2024 • CISO Global, Inc. • Services-management consulting services • Arizona
This Securities Purchase Agreement (this “Agreement”) is dated as of December 10, 2024, between CISO Global, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).
AMENDED AND RESTATED Agreement and Plan of Merger by and among CERBERUS CYBER SENTINEL CORPORATION, CATAPULT ACQUISITION MERGER SUB, LLC, CATAPULT ACQUISITION CORPORATION, THE SHAREHOLDERS OF CATAPULT ACQUISITION CORPORATION and the shareholder...Agreement and Plan of Merger • August 2nd, 2021 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Delaware
This Amended and Restated Agreement and Plan of Merger (this “Agreement”), is entered into as of July 26, 2021, by and among Cerberus Cyber Sentinel Corporation, a Delaware corporation (“Cerberus”), Catapult Acquisition Merger Sub, LLC, a New Jersey limited liability company and a wholly owned subsidiary of Cerberus (“Merger Sub”), Catapult Acquisition Corporation, a New Jersey corporation (“Catapult”), the shareholders of Catapult Acquisition Corporation whose names appear on the signature page hereto (the “Catapult Shareholders”) and Darek Hahn, in his capacity as the shareholder representative (the “Shareholder Representative”). Each of Cerberus, Merger Sub, Catapult, the Catapult Shareholders and the Shareholders Representative are referred to herein as a “Party” and together as “Parties.” Certain terms used in this Agreement are defined in Annex 1.
STOCK PURCHASE AGREEMENT by and among CERBERUS CYDER SENTINEL CORPORATION, ATLANTIC TECHNOLOGY ENTERPRISES, INC. ATLANTIC TECHNOLOGY SYSTEMS, INC. and JAMES AND MIRIAM MONTAGNE dated as of October 1, 2021Stock Purchase Agreement • October 7th, 2021 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Arizona
This Stock Purchase Agreement (this “Agreement”), is entered into as of October 1, 2021, by and among Cerberus Cyber Sentinel Corporation, a Delaware corporation (“Cerberus”), ATLANTIC TECHNOLOGY SYSTEMS, INC., a New Jersey corporation (“ATS”), AND ATLANTIC TECHNOLOGY ENTERPRISES, INC. , a New Jersey corporation (“ATLANTIC”), and James Montagne the sole shareholder of ATS, AND James Montagne and Miriam Montagne as the sole shareholders of ATLANTIC (James Montagne and Miriam Montagne, together referred to herein as the “Shareholder”). Each of Cerberus, ATS AND ATLANTIC and Shareholder are referred to herein as a” “and together as “Parties.” Certain terms used in this Agreement are defined in Annex 1.
PURCHASE AGREEMENTPurchase Agreement • November 2nd, 2021 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Delaware
This Purchase Agreement (this “Agreement”), dated as of October 27, 2021, is between Cerberus Cyber Sentinel Corporation, a Delaware corporation (“Issuer”), and Neil Stinchcombe, an individual (“Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 5th, 2024 • CISO Global, Inc. • Services-management consulting services • Arizona
CT Group, LP; represented by Mr. Alejandro Torchio. Datadeck, LP; legally represented by Mr. Diego Cabai. Woodface, LP; legally represented by Rodrigo Astorga. VMT Technologies, LP; legally represented by José Williams Torres Valenzuela. Quijote Ventures, LP; legally represented by Lucio Quijano. All the forementioned companies are validly incorporated under the laws of Canada, domiciled in Dr. Manuel Barros Borgoño 71, Providencia, Región Metropolitana, Chile; and are referred to as the “Buyers”; and
STOCk PURCHASE Agreement by and among CERBERUS CYBER SENTINEL CORPORATION, and Rory Sanchez, Madeline sanchez, rob schaffitzel, robert hochmuth, trebor Worthen, and jerald j. dawkins, Shareholders of TRUE DIGITAL SECURITY, INC., dated as of January 5,...Stock Purchase Agreement • January 6th, 2022 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Delaware
This Stock Purchase Agreement (“Agreement”), is entered into as of January 5, 2022, by and among Cerberus Cyber Sentinel Corporation, a Delaware corporation (“Cerberus”), and Rory Sanchez, Madeline Sanchez, Rob Schaffitzel, Robert Hochmuth, Equity Trust Company Custodian FBO Trebor Worthen IRA, and Jerald J. Dawkins, the selling Shareholders (referred to herein as the “Shareholders”) of True Digital Security, Inc., a Delaware corporation (“True Digital”). Each of Cerberus and Shareholders are referred to herein as a “Party” and together as “Parties.” Certain terms used in this Agreement are defined in Annex 1.
ContractConvertible Note • March 20th, 2023 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Delaware
This Note and the securities issuable upon conversion of this Note have not been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities are sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended.
Agreement and Plan of Merger by and among CERBERUS CYBER SENTINEL CORPORATION, TALATEK MERGER SUB, LLC, TALATEK, LLC and Baan Alsinawi dated as of September 23, 2019Merger Agreement • October 2nd, 2019 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Arizona
This Agreement and Plan of Merger (this “Agreement”), is entered into as of September 23, 2019, by and among Cerberus Cyber Sentinel Corporation, a Delaware corporation (“Cerberus”), TalaTek Merger Sub, LLC, a Virginia limited liability company and a direct, wholly owned subsidiary of Cerberus (“Merger Sub”), TalaTek, LLC, a Virginia limited liability company (“TalaTek” or “Target Company”), and Baan Alsinawi, the controlling member of TalaTek (“Alsinawi”). Each of Cerberus, Merger Sub, TalaTek and Alsinawi are referred to herein as a “Party” and together as “Parties.” Certain terms used in this Agreement are defined in Annex 1.
INTELLECTUAL PROPERTY BUY-BACK PURCHASE AGREEMENTIntellectual Property Purchase Agreement • December 4th, 2024 • CISO Global, Inc. • Services-management consulting services • Arizona
This Intellectual Property Purchase Agreement (the “Agreement”) is made and effective as of November 29, 2024 (the “Effective Date”), by and among CISO Global, Inc., a Delaware corporation (the “Purchaser” or “CISO”), and JC Associates, Inc., a Texas corporation (the “Seller” or “JC Associates”). The Seller and the Purchaser are sometimes hereinafter collectively referred to as the “Parties” or individually as a “Party.”
SHAREHOLDERS AGREEMENTShareholders Agreement • December 14th, 2021 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Delaware
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of the ____ day of ________, 2021 (the “Effective Date”) by and among Cerberus Cyber Sentinel Corporation, a Delaware corporation (the “Company”) and each of _______ (collectively the “New Holders”) and David Jemmett and Stephen Scott (collectively the “Founders” and individually a “Founder) (the New Holders and the Founders are collectively referred to herein as the “Stockholders”). The Company and the Stockholders are individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
Agreement and Plan of Merger by and among CERBERUS CYBER SENTINEL CORPORATION, ALPINE MERGER SUB, LLC, ALPINE SECURITY, LLC and CHRISTIAN Espinosa dated as of December 16, 2020Merger Agreement • December 21st, 2020 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of December 16, 2020, by and among Cerberus Cyber Sentinel Corporation, a Delaware corporation (“Cerberus”), Alpine Merger Sub, LLC, an Illinois limited liability company and a wholly owned subsidiary of Cerberus (“Merger Sub”), Alpine Security, LLC, an Illinois limited liability company (“Alpine”), and Christian Espinosa, the sole member of Alpine (“Espinosa”). Each of Cerberus, Merger Sub, Alpine and Espinosa are referred to herein as a “Party” and together as “Parties.” Certain terms used in this Agreement are defined in Annex 1.
LOCK-UP AGREEMENTLock-Up Agreement • January 7th, 2022 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Arizona
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of the ___ day of January, 2022 (the “Effective Date”) by and among Cerberus Cyber Sentinel Corporation, a Delaware corporation (the “Company”) and each of _____ (collectively the “Stockholders”). The Company and the Stockholders are individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
SHARE PURCHASE AGREEMENT by and among CERBERUS CYBER SENTINEL CORPORATION, CLEAR SKIES SECURITY LLCShare Purchase Agreement • August 6th, 2020 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Arizona
This Share Purchase Agreement (this “Agreement”), is entered into as of July 31, 2020, by and among Cerberus Cyber Sentinel Corporation, a Delaware corporation (“Cerberus”), Clear Skies Security LLC, a Georgia limited liability company (“Clear Skies”), and all of the members of Clear Skies (the “Members”). Each of Cerberus, Clear Skies and the Members are referred to herein as a “Party” and together as “Parties.” Certain terms used in this Agreement are defined in Annex 1.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 5th, 2024 • CISO Global, Inc. • Services-management consulting services • New York
This Stock Purchase Agreement (this “Agreement”) is made and entered into by and among Southford Equities, Inc., a British Islands based Company (“BVI NewCo 1”), with individuals David Esteban Alfaro Medina, Roberto Andrés Arriagada Poblete and Camilo Orlando Garrido Briones being the owners of BVI NewCo 1, and CISO Global Inc., a Delaware corporation (“CISO”), regarding the sale of Ocean Point Equities, Inc., a British Virgin Islands based company (“BVI NewCo 2,” or the “Company”). Each of CISO and BVI NewCo 1 are referred to herein as a “Party” and together as “Parties”. This Agreement is effective as of July 1, 2024 (the “Effective Date”).
STOCk PURCHASE Agreement by and among CERBERUS CYBER SENTINEL CORPORATION, SOUTHFORD EQUITIES, INC, David Esteban Alfaro Medina, RobErto AndrEs Arriagada Poblete and Camilo Orlando Garrido Briones dated as of December 1, 2021Stock Purchase Agreement • December 6th, 2021 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Arizona
This Stock Purchase Agreement (this “Agreement”), is entered into as of December 1, 2021, by and among Cerberus Cyber Sentinel Corporation, a Delaware corporation (“Cerberus”), Southford Equities, Inc., a British Virgin Islands based company (“BVI NewCo 1”), David Esteban Alfaro Medina, Roberto Andrés Arriagada Poblete and Camilo Orlando Garrido Briones, being all of the owners of BVI NewCo 1 (“Shareholders”). Each of Cerberus, BVI NewCo1 and Shareholders are referred to herein as a “Party” and together as “Parties.” Certain terms used in this Agreement are defined in Annex 1.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • March 30th, 2020 • Cerberus Cyber Sentinel Corp • Services-management consulting services • Delaware
This Stock Repurchase Agreement, dated as of September 1, 2019 (the “Agreement”), is by and among Cerberus Cyber Sentinel Corporation, a Delaware corporation (the “Company”). Whiteboard Capital, LLC, an Arizona limited liability company (the “Shareholder”), and Alan Kierman, the sole member of the Shareholder (‘‘Kierman”).
ENGAGEMENT FOR FINANCIAL SERVICESEngagement Agreement • March 30th, 2020 • Cerberus Cyber Sentinel Corp • Services-management consulting services • New York
We are looking forward to working with Cerberus Cyber Sentinel Corporation and subsidiaries (the “Company”) to help you accomplish your goals. This engagement agreement, effective as of the date affixed above (the “Effective Date”), outlines the terms of the financial services that Eventus Consulting, P.C. (“Eventus”) will be providing to the Company (the “Agreement”). Eventus and the Company are each individually referred to as “Party” and both collectively referred to as the “Parties.”
