1 EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT This is an agreement by and between EB Subsidiary II, Inc., a Texas Corporation ("EB") and Computer Translation Systems & Support, Inc., a Texas Corporation ("CTSS"), Jerrold P. Lefler ("Lefler"), Merle Moore...Purchase and Sale Agreement • October 31st, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures • Texas
1 EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT (Lawrence West Melquiond) This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement"), dated as of October 1, 1997 (the "Effective Date"), is made and entered into by and between EB Subsidiary II, Inc., a Texas...Executive Employment Agreement • October 31st, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures • Texas
2 3 After the next publication, there will be no reference to the former name in the white pages or in the yellow pages of any telephone directory. Thirty (30) days from the execution of this Settlement Agreement, the name "Congleton" may not be...Settlement Agreement • January 13th, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures • Texas
LOAN AGREEMENTLoan Agreement • October 16th, 1996 • Ergobilt Inc • Texas
ERGOBILT, INC. COMMON STOCK (PAR VALUE $.01 PER SHARE)Underwriting Agreement • January 30th, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures • California
1 2 the same day of each calendar month thereafter, until the 26th day of May, 1995, when all unpaid accrued interest shall be due and payable in full. The principal amount of said Note shall be due and payable in full on or before May 31, 1995.Loan Agreement • October 16th, 1996 • Ergobilt Inc • Texas
1 EXHIBIT 10(m) AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 1996 • Ergobilt Inc • Texas
RECITALSVoting Agreement • January 13th, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures • Texas
1 EXHIBIT 10.3 EXECUTIVE EMPLOYMENT AGREEMENT (JEROLD P. LEFLER) This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement"), dated as of October 1,1997 (the "Effective Date"), is made and entered into by and between EB Subsidiary II, Inc., a Texas corporation...Employment Agreement • October 31st, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures • Texas
1 EXHIBIT 10(c)(5) MODIFICATION AND/OR EXTENSION AGREEMENT THE STATE OF TEXAS: COUNTY OF GRIMES: WHEREAS, BODYBILT SEATING, INC., a Texas Corporation, acting by and through its duly authorized President, Mark A. McMillan (hereinafter referred to as...Extension Agreement • October 16th, 1996 • Ergobilt Inc • Texas
1 EXHIBIT 10(v) EXECUTIVE EMPLOYMENT AGREEMENT (Gerald McMillan) This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement"), dated as of October 1, 1996, is made and entered into by and between ErgoBilt, Inc., a Texas corporation ("Company"), and Gerald...Employment Agreement • January 13th, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures • Texas
WITNESSETH:Warrant Purchase Agreement • January 28th, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures • California
ARTICLE IConsulting Agreement • October 16th, 1996 • Ergobilt Inc • Texas
1 EXHIBIT 10(g) PATENT LICENSE AGREEMENT THIS AGREEMENT made this the 15th day of May, 1991, by and between JEROME J. CONGLETON (herein called "Licensor") and THE CHAIRWORKS f/k/a CONGLETON CHAIR WORKS, INC. (herein called "Licensee"). WHEREAS,...Patent License Agreement • October 16th, 1996 • Ergobilt Inc • Texas
1 EXHIBIT 10(j) EXECUTIVE EMPLOYMENT AGREEMENT (Drew Congleton) This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement"), dated as of _________, 1996 (the "Effective Date"), is made and entered into by and between EB SUBSIDIARY, INC., a Texas corporation...Employment Agreement • January 13th, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures • Texas
1 EXHIBIT 10(c)(4) GENERAL SECURITY AGREEMENT This Security Agreement is made and entered into on May 26, 1994 by and between BODYBILT SEATING, INC., a Texas Corporation, acting by and through its duly authorized President, MARK A. McMILLAN...General Security Agreement • October 16th, 1996 • Ergobilt Inc • Texas
1 EXHIBIT 10(d)(1) COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • October 16th, 1996 • Ergobilt Inc
FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (Gerard Smith)Employment Agreement • January 13th, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures • Texas
1 2 of credit to $1,000,000.00, Borrower has agreed that it shall pay to Lender quarterly, a fee equal to the sum of one-half of one percent (1/2 of 1.00%) per annum times the average of the unused portion of the principal balance of the $1,000,000...Agreement • October 16th, 1996 • Ergobilt Inc • Texas
EXHIBIT 10(c)(3) FIRST NATIONAL BANK OF BRYAN 2807 Texas Avenue South Brazos, TX 77802 SPECIFIC GUARANTY WHEREAS, BODYBILT SEATING, INC., a Texas Corporation, acting by and through its duly authorized President, MARK A. McMILLAN, hereinafter called...Ergobilt Inc • October 16th, 1996
AS OF JULY 24, 1997 2 REVOLVING CREDIT LOAN AGREEMENTCredit Loan Agreement • August 13th, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures • Texas
1 2 SECTION 3.01 WARRANTY. Licensors warrant and represent that they own, have title to, and have the fully authority and right to the Licensed Product and User Documentation, and to enter into this agreement.License Agreement • April 30th, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures • Texas
AGREEMENT AND PLAN OF MERGER BY AND AMONG ERGOBILT, INC. EB SUBSIDIARY, INC. BODYBILT SEATING, INC. MARK MCMILLAN DR. RICHARD TROUTMAN AND DREW CONGLETON 2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 16th, 1996 • Ergobilt Inc • Texas
Date MAY 31, 1995 --------------------------- --------------------------------- ----------------------------------------------- PLEDGOR MARK ALLEN MCMILLAN SECURED THE FIRST NATIONAL BANK OF BRYAN PARTY --------------------------------...Third Party Pledge Agreement • October 16th, 1996 • Ergobilt Inc
1 EXHIBIT 10(h)(1) STANDARD FORM 26 (REV. 4-85) AWARD/CONTRACT 1. This contract is a rated order under DPAS (15 CFR 350) Rating Page of Pages 2. Contract (Proc. Inst. Ident.) No. GS-29F-0119C 3. Effective Date See Block 20C 4. Requisition/Purchase...Ergobilt Inc • October 16th, 1996
1 EXHIBIT 10(d)(2) REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement"), dated as of September 6, 1996, is executed by and between ErgoBilt, Inc., a Texas corporation (the "Company"), and Summit Partners Management Co....Registration Rights Agreement • October 16th, 1996 • Ergobilt Inc • Texas
1 EXHIBIT 10.9 CONDITIONAL ASSIGNMENT AND SECURITY AGREEMENT ErgoBilt, Inc. ("Secured Party" or "Lender") (a) has already loaned $1,736,219 ("First Loan") and (b) has agreed to make a $200,000 loan and a series of loans to Computer Translation Systems...Conditional Assignment and Security Agreement • October 31st, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures
RECITALSErgobilt Inc • October 16th, 1996
1 EXHIBIT 10.11 LICENSING AGREEMENT This is a five year agreement ("AGREEMENT") between Harold I. Schein, an individual with an office at One Richmond Square, Providence, Rhode Island 02906 ("SCHEIN") and ErgoBilt, Inc., a corporation of Texas, with...Licensing Agreement • October 31st, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures • Rhode Island
BETWEENConsulting Agreement • October 16th, 1996 • Ergobilt Inc
1 EXHIBIT 10(r) CONDITIONAL RELEASE OF COMMISSION This is an agreement between Gerald McMillan (McMillan) and BodyBilt Seating, Inc. (BodyBilt). BACKGROUND AND RECITALS. 1. Commission. McMillan and BodyBilt entered into an Employment Agreement dated...Ergobilt Inc • October 16th, 1996
EXHIBIT 10(s) MEMORANDUM OF UNDERSTANDINGErgobilt Inc • October 16th, 1996
INVESTMENT AND SECURITY AGREEMENTInvestment and Security Agreement • October 16th, 1996 • Ergobilt Inc • Texas
ASSIGNMENTErgobilt Inc • October 31st, 1997 • Miscellaneous furniture & fixtures
BORROWER: ERGOBILT, INC. (TIN: 752600529) LENDER: COMERICA BANK - TEXAS 9244 MARKVILLE DRIVE CORPORATE-MIDDLE MARKET-NORTHWEST DALLAS, TX 75243 P.O. BOX 650282 DALLAS, TX 75265-0282 ==================================================...Promissory Note • November 19th, 1997 • Ergobilt Inc • Miscellaneous furniture & fixtures
