Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of December 20, 2004 by and between STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a...Registration Rights Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
Exhibit 10.15 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of April 27, 2005 STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement,...Escrow Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New York
Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of May 20, 2003, is entered into by and between MARK L. KAY, an individual ("Employee"), and STRIKEFORCE TECHNOLOGIES, INC., a New Jersey C-corporation (the...Employment Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
Exhibit 10.6 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of December 20, 2004, by and between STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), and the BUYER(S) listed on...Security Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of December 20, 2004 by and among STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company") and the Buyers listed on Schedule I...Securities Purchase Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
Exhibit 10.12 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April 27, 2005, by and among STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), and the Buyers listed on Schedule I...Securities Purchase Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New York
Exhibit 10.17 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of April 27, 2005, by and between STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), and the BUYER(S) listed on...Security Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New York
Exhibits 10.8 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (along all of the documents, schedules and exhibits made a part hereof, the "Agreement") dated as of September 1 lth, 2003 (the "Effective Date"), is by and among StrikeForce...Asset Purchase Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
Exhibit 10.13 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 27, 2005, by and among STRIKEFORCE TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), and the undersigned...Investor Registration Rights Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New York
Exhibit 10.18 NETWORK SERVICES AGREEMENT THIS NETWORK SERVICES AGREEMENT (this "Agreement") made as of August 1, 2003 (the "Effective Date") by and between StrikeForce Technologies Inc., a ___________ corporation with offices at 1090 King Georges Post...Network Services Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New York
Exhibit 10.20 STRIKEFORCE TECHNOLOGIES INC NON-COMPETITION AND NON-DISCLOSURE AGREEMENT THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (this "Agreement") is made as of the 10th day of August, 2004, by and between STRIKE FORCE TECHNICAL SERVICES...Non-Competition and Non-Disclosure Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
Exhibit 10.11 AMENDMENT AND CONSENT This Amendment and Consent ("Amendment") dated April 27, 2005, is made to the certain Investor Registration Rights Agreement (the "Registration Rights Agreement") dated as of December 20, 2004, by and between...Investor Registration Rights Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software
Exhibit 10.19 MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement (the "Agreement") is by and between StrikeForce Technologies, Inc. ("StrikeForce"), and the person, company or entity listed below (the "Company"). 1. StrikeForce and...Mutual Non-Disclosure Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New Jersey
RECITALS:Escrow Shares Escrow Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software • New York
Exhibit 10.22 Cornell Capital Partners, LP 101 Hudson Street, Suite 3700 Jersey City, NJ 07302 Tel: (201) 985-8300 / Fax: (201) 985-8266 February 10, 2005 Mark L. Kay StrikeForce Technologies, Inc. 1090 King George's Road, Suite 108 Edison, NJ 08837...Standby Equity Distribution Agreement • May 11th, 2005 • StrikeForce Technologies Inc. • Services-prepackaged software
This letter will memorialize the agreement between StrikeForce Technologies, Inc., (the "Company"), and Cornell Capital Partners, LP, with respect to the Standby Equity Distribution Agreement, as well as the related Registration Rights Agreement, Placement Agent Agreement and Escrow Agreement each dated December 20, 2004 (collectively the "Transaction Documents") The Transaction Documents are hereby terminated, as are the respective rights and obligations contained therein and none of the parties shall have any rights or obligations under or with respect to the Transaction Documents. The Company shall be entitled to a full refund of all shares issued as commitment fees pursuant to the Transaction Documents.
