1 EXHIBIT 10.39 THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS SPECIFIED IN SECTION 14 HEREOF. NEITHER THE RIGHTS REPRESENTED BY THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED FOR OFFER...Hayes Corp • April 3rd, 1998 • Services-computer integrated systems design • Georgia
1 3 or omissions to tender possession of the Premises to Tenant in a condition reasonably satisfactory to Tenant, minor punchlist items excepted, by January 1, 1990, this Lease shall be subject to termination at the sole option and discretion of...Lease Agreement • October 16th, 1997 • Access Beyond Inc • Services-computer integrated systems design • Maryland
1 EXHIBIT 4.1.2Voting Agreement • October 16th, 1997 • Access Beyond Inc • Services-computer integrated systems design • Georgia
PLUSLoan and Security Agreement • April 24th, 1998 • Hayes Corp • Services-computer integrated systems design • New York
BACKGROUNDAgreement and Plan of Merger • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Pennsylvania
EXHIBIT 10.17 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this "Agreement") is entered into by and between Hayes Microcomputer Products, Inc. (the "Company") and Keith Mintzer (the "Executive") on this 20th day of December,...Executive Employment Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
EXHIBIT 10.27 HAYES MICROCOMPUTER PRODUCTS, INC. SHAREHOLDERS' AGREEMENT THIS SHAREHOLDERS' AGREEMENT ("Shareholders' Agreement"), is made as of the 16th day of April, 1996, by and among DENNIS C. HAYES, a resident of the State of Georgia...Shareholders' Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
FORM OFIndemnification Agreement • October 7th, 1996 • Access Beyond Inc • Services-computer integrated systems design • Delaware
1 EXHIBIT 10.19 KEY EMPLOYEE OPTION (PERFORMANCE GRANT) THIS OPTION MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS SPECIFIED HEREIN. NEITHER THE RIGHTS REPRESENTED BY THIS OPTION NOR THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE...Access Beyond Inc • October 16th, 1997 • Services-computer integrated systems design • Georgia
1 EXHIBIT 99.6 PATENT, TRADEMARK AND LICENSE MORTGAGE This Patent, Trademark and License Mortgage (this "MORTGAGE"), made as of this 20th day of February, 1998, by HAYES MICROCOMPUTER PRODUCTS, INC., a Georgia corporation, with its chief executive...Hayes Corp • April 24th, 1998 • Services-computer integrated systems design • New York
EXHIBIT 10.38 THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS SPECIFIED IN SECTION 14 HEREOF. NEITHER THE RIGHTS REPRESENTED BY THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED FOR OFFER...Hayes Corp • April 3rd, 1998 • Services-computer integrated systems design • Georgia
EXHIBIT 10.28 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made this 16th day of April, 1996, between HAYES MICROCOMPUTER PRODUCTS, INC., a Georgia corporation (the "Company"), and...Employment Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
30,378 Square Feet 5854 Peachtree Corners East Norcross, Georgia 30092 LEASE AGREEMENT THIS LEASE AGREEMENT, made and entered into by and between PEACHTREE CROSSINGS BUSINESS PARK ASSOCIATES hereinafter referred to as "Landlord" and HAYES...Lease Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
1 EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of June ____, 1998, between Hayes Corporation (f/k/a Access Beyond, Inc.), a Delaware corporation (the "Company") and each of the entities...Registration Rights Agreement • August 18th, 1998 • Hayes Corp • Services-computer integrated systems design • Delaware
WITNESSETH:Employment Agreement • October 16th, 1997 • Access Beyond Inc • Services-computer integrated systems design • Maryland
1 EXHIBIT 10.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this ___ day of __________, 1997, between HAYES COMMUNICATIONS INC. (formerly known as ACCESS BEYOND, INC.), a Delaware corporation (the "Company"), and DENNIS...Employment Agreement • November 24th, 1997 • Access Beyond Inc • Services-computer integrated systems design • Georgia
1 EXHIBIT 10.75 HAYES MICROCOMPUTER PRODUCTS, INC. PREFERRED STOCK PURCHASE AGREEMENT APRIL 11, 1997 TABLE OF CONTENTSPreferred Stock Purchase Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
RECITALS:Hayes Corp • April 3rd, 1998 • Services-computer integrated systems design • Georgia
RECITALS:Loan and Security Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
1 EXHIBIT 99.3 NATIONSCREDIT COMMERCIAL FUNDING ------------------------------- ------------------------------------------------- PATENT, TRADEMARK AND LICENSE MORTGAGE This Patent, Trademark and License Mortgage (this "MORTGAGE"), made as of this...Hayes Corp • April 24th, 1998 • Services-computer integrated systems design • New York
EXHIBIT 10.30 HAYES MICROCOMPUTER PRODUCTS, INC. VOTING TRUST AGREEMENT THIS VOTING TRUST AGREEMENT (the "Voting Trust") is made and entered into this 16th day of April, 1996, by and among DENNIS C. HAYES, an individual resident of Georgia ("Dennis C....Voting Trust Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
FORM OF SUBLEASE --------Access Beyond Inc • October 7th, 1996 • Services-computer integrated systems design • Maryland
BACKGROUNDAgreement and Plan of Merger • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
MAY 2, 1997 2 TABLE OF CONTENTSStock Purchase Agreement • October 16th, 1997 • Access Beyond Inc • Services-computer integrated systems design • Delaware
RECITALS:Loan and Security Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
ARTICLE I THE MERGERPlan and Agreement of Merger • October 7th, 1996 • Access Beyond Inc • Services-computer integrated systems design • Delaware
EXHIBIT 10.73 GENERAL SECURITY AGREEMENT (HAYES CORPORATION) 1. GRANT OF SECURITY INTEREST. For valuable consideration, receipt whereof is acknowledged, and as general and continuing security for the payment of all obligations, indebtedness and...General Security Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
FORM OF TECHNOLOGY LICENSE AGREEMENT ----------------------------Technology License Agreement • October 7th, 1996 • Access Beyond Inc • Services-computer integrated systems design • Massachusetts
AGREEMENT AND PLAN OF REORGANIZATION BETWEEN ACCESS BEYOND, INC. AND HAYES MICROCOMPUTER PRODUCTS, INC. July 29, 1997Employment Agreement • August 7th, 1997 • Access Beyond Inc • Services-computer integrated systems design • Delaware
1 Exhibit 10.8.2 ASSIGNMENT AND ASSUMPTION OF LEASE THIS AGREEMENT, made as of the 18th day of November, 1996, by and between PENRIL DATACOMM NETWORKS, INC., a Delaware corporation ("Assignor"), and ACCESS BEYOND, INC., a Delaware corporation...Assignment and Assumption of Lease • October 16th, 1997 • Access Beyond Inc • Services-computer integrated systems design
1 EXHIBIT 10.7 FORM OF TRANSITIONAL SERVICES AGREEMENT -------------------------------Transitional Services Agreement • October 7th, 1996 • Access Beyond Inc • Services-computer integrated systems design • Delaware
1 EXHIBIT 10.2 DEVELOPMENT AND LICENSE AGREEMENT THIS DEVELOPMENT AND LICENSE AGREEMENT is made and entered into as of June 16, 1996, by and between BAY NETWORKS, INC., a corporation existing under the laws of Delaware, which has offices at 4401 Great...Development and License Agreement • October 7th, 1996 • Access Beyond Inc • Services-computer integrated systems design • Massachusetts
WITNESSETH:Preferred Stock Investment Agreement • November 17th, 1997 • Access Beyond Inc • Services-computer integrated systems design • New York
1 EXHIBIT 10.1 PREFERRED STOCK EXCHANGE AGREEMENT PREFERRED STOCK EXCHANGE AGREEMENT ("Exchange Agreement") dated as of June 22, 1998 between Hayes Corporation, a Delaware corporation (the "Company"), and each person or entity listed as an investor on...Preferred Stock Exchange Agreement • August 18th, 1998 • Hayes Corp • Services-computer integrated systems design • New York
NATIONSCREDIT COMMERCIAL FUNDING ------------------------------------------------------------------------------- CORPORATE GUARANTY BORROWER: HAYES CORPORATION, a Delaware corporation GUARANTOR HAYES MICROCOMPUTER PRODUCTS INC., a Georgia corporation...Hayes Corp • April 24th, 1998 • Services-computer integrated systems design
