1 EXHIBIT 10.2 STOCK OPTION AGREEMENT THIS AGREEMENT (this "Agreement"), effective as of _______, 199__, is made and entered into by and between Citadel Technology, Inc., a Delaware corporation (the "Company"), and ________________ (the "Optionee")....Stock Option Agreement • September 8th, 1998 • Citadel Technology Inc • Retail-eating places • Texas
PREAMBLE --------Settlement Agreement • August 29th, 2006 • Ct Holdings Enterprises Inc • Services-prepackaged software • New York
ARTICLE I.Stock Purchase Agreement • June 12th, 2000 • Ct Holdings Inc • Services-prepackaged software • Texas
RECITALSPurchase and Sale Agreement • March 13th, 1996 • Lonestar Hospitality Corp /Tx/ • Short-term business credit institutions • Texas
ARTICLE IAsset Purchase Agreement • June 12th, 2000 • Ct Holdings Inc • Services-prepackaged software • Texas
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONGAgreement and Plan of Merger • March 13th, 1996 • Lonestar Hospitality Corp /Tx/ • Short-term business credit institutions • Texas
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANYStock Purchase Agreement • October 20th, 1998 • Citadel Technology Inc • Services-prepackaged software • Texas
EXHIBIT 99.4Registration Rights Agreement • April 28th, 1997 • Citadel Computer Systems Inc • Retail-eating places • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 22nd, 1998 • Citadel Technology Inc • Retail-eating places • New York
CONSULTING AGREEMENTConsulting Agreement • December 20th, 1995 • Lonestar Hospitality Corp /Tx/ • Short-term business credit institutions
RECITALSRegistration Rights Agreement • October 21st, 1997 • Citadel Computer Systems Inc • Retail-eating places • Texas
EXHIBIT 99.1 AGREEMENTAsset Purchase Agreement • May 12th, 1997 • Citadel Computer Systems Inc • Retail-eating places • Texas
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SHAREHOLDERSStock Purchase Agreement • June 3rd, 1999 • Citadel Technology Inc • Services-prepackaged software • Texas
EXHIBIT 2.5 TECHNOLOGY TRANSFER AGREEMENT ----------------------------- This Technology Transfer Agreement (the "Agreement") is made and entered into as of the 29th day of February, 1996 (the "Effective Date"), by and between the following Parties:...Technology Transfer Agreement • March 13th, 1996 • Lonestar Hospitality Corp /Tx/ • Short-term business credit institutions • Texas
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated made and entered into effective as of January 5, 1998, by and between Citadel Computer Systems Incorporated, a Delaware corporation (the "Company") and Bennett Klein (the...Employment Agreement • June 22nd, 1998 • Citadel Technology Inc • Retail-eating places • Texas
EXHIBIT 10.18 STANDARD OFFICE LEASEStandard Office Lease • June 13th, 2000 • Ct Holdings Inc • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGER BY AND AMONGMerger Agreement • February 23rd, 1996 • Lonestar Hospitality Corp /Tx/ • Short-term business credit institutions • Texas
RECITALS:Employment Agreement • December 20th, 1995 • Lonestar Hospitality Corp /Tx/ • Short-term business credit institutions • Texas
1 EXHIBIT 10.19 GUARANTY OF LEASE This Guaranty of Lease ("Guaranty") is entered into this 2nd day of August, 1999, by CITADEL TECHNOLOGY, INC., a Delaware corporation (the "Guarantor") whose address is 3811 Turtle Creek Boulevard, Suite 600, Dallas,...Guaranty of Lease • June 13th, 2000 • Ct Holdings Inc • Services-prepackaged software • California
EXHIBIT 99.4 FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), entered into as of ________ ___, 1997 by and between Offshore Nominees, with offices...Registration Rights Agreement • March 26th, 1997 • Citadel Computer Systems Inc • Retail-eating places • Delaware
EXHIBIT 4.10Stock Option Agreement • November 6th, 1996 • Citadel Computer Systems Inc • Retail-eating places
RECITALS:Employment Agreement • June 22nd, 1998 • Citadel Technology Inc • Retail-eating places • Texas
1 EXHIBIT 10.17 WARRANT AGREEMENT This WARRANT AGREEMENT (the "Agreement") dated December 11, 1995, is made by and between Citadel Computer Systems, Inc., a Delaware corporation with an address 3811 Turtle Creek Blvd., Suite 600, Dallas, Texas 75219...Warrant Agreement • November 25th, 1998 • Citadel Technology Inc • Services-prepackaged software • New York
SERIES D PREFERRED STOCK PURCHASE AGREEMENT between METAMOR WORLDWIDE, INC. and CITADEL TECHNOLOGY, INC. Dated May 15, 1998 TABLE OF CONTENTS ARTICLE IPreferred Stock Purchase Agreement • June 22nd, 1998 • Citadel Technology Inc • Retail-eating places • Texas
LIQUIDATING TRUST AGREEMENTLiquidating Trust Agreement • March 25th, 2010 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT AND DECLARATION OF TRUST, dated as of March 25, 2010, by and among Xcorporeal, Inc., a Delaware corporation (“Xcorporeal”), Xcorporeal Operations, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Operations”, and together with Xcorporeal, the “Company”), and XCRLT, LLC a Delaware limited liability company (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2007 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERSStock Purchase Agreement • August 12th, 1999 • Citadel Technology Inc • Services-prepackaged software • Texas
LICENSE AGREEMENTLicense Agreement • June 11th, 2008 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This License Agreement (“Agreement”) is entered into as of September 1, 2006, by and between National Quality Care, Inc., a Delaware corporation (“Licensor”), and Xcorporeal, Inc. (“Licensee”) (each, a “Party;” collectively, the “Parties”). The Parties hereby agree as follows:
MERGER AGREEMENTMerger Agreement • June 11th, 2008 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Merger Agreement (“Agreement”) is entered into as of September 1, 2006, by and among Xcorporeal, Inc. (“Shell”), NQCI Acquisition Corporation, a Delaware corporation and a newly-created wholly-owned Subsidiary of Shell (“Merger Subsidiary”), and National Quality Care, Inc., a Delaware corporation (“Company”), (each a “Party” and collectively the “Parties”).
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • June 3rd, 1999 • Citadel Technology Inc • Services-prepackaged software • Texas
RECITALSEmployment Agreement • June 22nd, 1998 • Citadel Technology Inc • Retail-eating places • Texas
PURCHASE AGREEMENTPurchase Agreement • October 20th, 1997 • Citadel Computer Systems Inc • Retail-eating places • Texas
INNOVATION, PROPRIETARY INFORMATION AND CONFIDENTIALITY AGREEMENTConfidentiality Agreement • November 13th, 2007 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus • California
As a condition of becoming employed or retained as a consultant by Xcorporeal, Inc., a Delaware corporation (together with any of its current or future affiliates, successors or assigns, collectively, the “Company”), and in consideration of my employment or consulting relationship with the Company and my receipt of the compensation paid to me by the Company, I agree to the following:
MERGER AGREEMENTMerger Agreement • November 13th, 2007 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Merger Agreement (“Agreement”) is entered into as of August 10, 2007, by and among CT Holdings Enterprises, Inc., a Delaware corporation (“CTHE”), XC Acquisition Corporation, a Delaware corporation and a newly-created wholly-owned subsidiary of CTHE (“Merger Sub”), and Xcorporeal, Inc., a Delaware corporation (“Company”) (each a “Party” and collectively the “Parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 18th, 2009 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Asset Purchase Agreement (the “Agreement”) is made and executed this 14th day of December, 2009 by and among Xcorporeal, Inc., a Delaware corporation (“Xcorporeal”), Xcorporeal Operations, Inc., a Delaware corporation and a wholly owned subsidiary of Xcorporeal (“Operations”), National Quality Care, Inc., a Delaware corporation (“NQCI,” and together with Xcorporeal, Operations and NQCI, “Sellers”) and Fresenius USA, Inc., a Massachusetts corporation (“Purchaser”).
