Hayes Corp – REGISTRATION RIGHTS AGREEMENT (August 18th, 1998)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 listed under "Investors" on the signature page hereto, and who has signed this Agreement (each signatory individually an "Investor" and collectively the "Investors"), each with offices at the address listed under such Investor's name on Schedule I hereto. W I T N E S S E T H : WHEREAS, the Company has heretofore entered into a Preferred Stock Investment Agreement (the "Investment Agreement") dated November 12, 1997 with the certain investors that were signatories thereto (the "Original Investors") and, pursuant to the Investment Agreement, the Company has previously issu
Hayes Corp – PREFERRED STOCK EXCHANGE AGREEMENT (August 18th, 1998)1 EXHIBIT 10.2 FIRST AMENDMENT TO PREFERRED STOCK EXCHANGE AGREEMENT THIS FIRST AMENDMENT TO PREFERRED STOCK EXCHANGE AGREEMENT, made and entered into as of July 22, 1998, between and among Hayes Corporation, a Delaware corporation (the "Corporation"), and each person who has signed this First Amendment to Preferred Stock Exchange Agreement (each signatory individually an "Investor" and collectively the "Investors"). W I T N E S S E T H : WHEREAS, the Corporation and the Investors have heretofore entered into that certain Preferred Stock Exchange Agreement ("Exchange Agreement") dated as of June 21, 1998 and wish to modify Section 1.1(b)(v) of the Exchange Agreement. 1. The first sentence of Section 1.1(b)(v) of the Exchange Agreement is hereby amended by deleting in the
Hayes Corp – PREFERRED STOCK EXCHANGE AGREEMENT (August 18th, 1998)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 Schedule I attached hereto, and who has signed this Exchange Agreement (each signatory individually an "Investor" and collectively the "Investors"). W I T N E S S E T H : WHEREAS, the Company has heretofore entered into a Preferred Stock Investment Agreement (the "Investment Agreement") dated November 12, 1997 with the certain investors that were signatories thereto (the "Original Investors") and, pursuant to the Investment Agreement, the Company has previously issued a series of Preferred Stock consisting of a total of 44,999 shares designated as "6% Cumulative Convertible P
Hayes Corp – EMPLOYEE STOCK PURCHASE PLAN (May 15th, 1998)1 EXHIBIT 10.69 HAYES CORPORATION EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE The purpose of the Hayes Corporation Employee Stock Purchase Plan (the "Plan") is to give eligible employees of Hayes Corporation, a Delaware corporation (the "Corporation"), and its Subsidiaries an opportunity to acquire shares of the common stock of the Corporation (the "Common Stock") and to continue to promote the Corporation's best interests and enhance its long-term performance. This purpose will be carried through the granting of options ("options") to purchase shares of the Corporation's Common Stock through payroll deductions or other means permitted under the Plan. The Plan is intended to comply with the requirements of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to employee stock purchase plans. T
Hayes Corp – 1998 STOCK INCENTIVE PLAN (May 15th, 1998)1 EXHIBIT 10.68 1998 STOCK INCENTIVE PLAN OF HAYES CORPORATION 2 1998 STOCK INCENTIVE PLAN OF HAYES CORPORATION 1. PURPOSE The purpose of the 1998 Stock Incentive Plan of Hayes Corporation (the "Plan") is to encourage and enable employees, and independent contractors of Hayes Corporation (the "Corporation") and its related corporations to acquire or to increase their holdings of common stock of the Corporation (the "Common Stock") and other proprietary interests in the Corporation in order to promote a closer identification of their interests with those of the Corporation and its stockholders, thereby further stimulating their efforts to enhance the efficiency, soundness, profitabili
Hayes Corp – CORPORATE GUARANTY (April 24th, 1998)1 EXHIBIT 99.2 CORPORATE GUARANTY BORROWER: HAYES MICROCOMPUTER PRODUCTS, INC., a Delaware corporation GUARANTOR: HAYES CORPORATION, a Delaware corporation Each Borrower has requested that NATIONSCREDIT COMMERCIAL CORPORATION, THROUGH ITS NATIONSCREDIT COMMERCIAL FUNDING DIVISION ("LENDER") provide certain financial accommodations to such Borrower pursuant to the terms of a Loan and Security Agreement between such Borrower and Lender dated of even date herewith (as amended from time to time, collectively the "LOAN AGREEMENT"). As one of the conditions to providing financing, Lender has required that Guarantor guaranty all obligations of each Borrower to Lender (Borrowers are referred to herein collectively as "BORROWER"). For value received and in consideration of any loan, advance or
Hayes Corp – PATENT, TRADEMARK AND LICENSE MORTGAGE (April 24th, 1998)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 office and principal place of business at 5854 Peachtree Corners East, Norcross, Georgia 30092 ("MORTGAGOR") in favor of NATIONSCREDIT COMMERCIAL CORPORATION, THROUGH ITS NATIONSCREDIT COMMERCIAL FUNDING DIVISION, with an office at 1177 Avenue of the Americas, 36th Floor, New York, New York 10036 ("MORTGAGEE"); W I T N E S S E T H: WHEREAS, Mortgagee and Mortgagor are parties to a certain Loan and Security Agreement of even date herewith (as amended from time to time, the "LOAN AGREEMENT"), which Loan Agreement provides, among other things, (i) for Mortgagee to, from time to time, e
Hayes Corp – CORPORATE GUARANTY (April 24th, 1998)1 EXHIBIT 99.5 NATIONSCREDIT COMMERCIAL FUNDING ------------------------------------------------------------------------------- CORPORATE GUARANTY BORROWER: HAYES CORPORATION, a Delaware corporation GUARANTOR HAYES MICROCOMPUTER PRODUCTS INC., a Georgia corporation Each Borrower has requested that NATIONSCREDIT COMMERCIAL CORPORATION, THROUGH ITS NATIONSCREDIT COMMERCIAL FUNDING DIVISION ("LENDER") provide certain financial accommodations to such Borrower pursuant to the terms of a Loan and Security Agreement between such Borrower and Lender dated of even date herewith (as amended from time to time, collectively the "LOAN AGREEMENT"). As one of the conditions to providing financing, Lender has required that Guarantor guaranty all
Hayes Corp – PATENT, TRADEMARK AND LICENSE MORTGAGE (April 24th, 1998)1 EXHIBIT 99.3 NATIONSCREDIT COMMERCIAL FUNDING -------------------------------------------------------------------------------- PATENT, TRADEMARK AND LICENSE MORTGAGE This Patent, Trademark and License Mortgage (this "MORTGAGE"), made as of this 20th day of February, 1998, by HAYES CORPORATION, a Delaware corporation, with its chief executive office and principal place of business at 5854 Peachtree Corners East, Norcross, Georgia 30092 ("MORTGAGOR") in favor of NATIONSCREDIT COMMERCIAL CORPORATION, THROUGH ITS NATIONSCREDIT COMMERCIAL FUNDING DIVISION, with an office at 1177 Avenue of the Americas, 36th Floor, New York, New York 10036 ("MORTGAGEE"); W I T N E S S E T H: WHEREAS, Mortgagee and Mortgagor are parties to a certain Loan and Security Agreement of even date herewith (as amended from time to time, the "LOAN AGRE
Hayes Corp – LOAN AND SECURITY AGREEMENT (April 24th, 1998)1 EXHIBIT 99.4 LOAN AND SECURITY AGREEMENT This Loan and Security Agreement (as it may be amended, this "AGREEMENT") is entered into on February 20, 1998 between NATIONSCREDIT COMMERCIAL CORPORATION, THROUGH ITS NATIONSCREDIT COMMERCIAL FUNDING DIVISION ("Lender"), having an address at 1177 Avenue of the Americas, 36th Floor, New York, New York 10036 and Hayes Microcomputer Products, Inc. ("BORROWER"), whose chief executive office is located at 5854 Peachtree Corners East, Norcross, Georgia 30092 ("BORROWER'S ADDRESS"). The Schedules to this Agreement are an integral part of this Agreement and are incorporated herein by reference. Terms used, but not defined elsewhere, in this Agreement are defined in Schedule B. 1. LOANS AND CREDIT ACCOMMODATIONS. 1.1 AMOUNT. Subject to the terms and conditions contained in this Agreement, Lender will: (a)
Hayes Corp – LOAN AND SECURITY AGREEMENT (April 24th, 1998)1 EXHIBIT 99.1 LOAN AND SECURITY AGREEMENT This Loan and Security Agreement (as it may be amended, this "AGREEMENT") is entered into on February 20, 1998 between NATIONSCREDIT COMMERCIAL CORPORATION, THROUGH ITS NATIONSCREDIT COMMERCIAL FUNDING DIVISION ("Lender"), having an address at 1177 Avenue of the Americas, 36th Floor, New York, New York 10036 and Hayes Corporation ("BORROWER"), whose chief executive office is located at 5854 Peachtree Corners East, Norcross, Georgia 30092 ("BORROWER'S ADDRESS"). The Schedules to this Agreement are an integral part of this Agreement and are incorporated herein by reference. Terms used, but not defined elsewhere, in this Agreement are defined in Schedule B. 1. LOANS AND CREDIT ACCOMMODATIONS. 1.1 AMOUNT. Subject to the terms and conditions contained in this Agreement, Lender will: (a) REVOLVING LOANS AND CRE
Hayes Corp – LEASE AGREEMENT (April 3rd, 1998)1 EXHIBIT 10.41 40,420 Square Feet 5953 Peachtree Industrial Boulevard 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 MICROCOMPUTER PRODUCTS, INC., a Georgia corporation, hereinafter referred to as "Tenant." W I T N E S E T H 1. Premises and Term. In consideration of the obligation of Tenant to pay rent as herein provided, and in consideration of the other terms, provisions and covenants hereof, Landlord hereby demises and leases to Tenant, and Tenant hereby accepts and leases from landlord certain premises situated within the County of Gwinnett, State
Hayes Corp – PREFERRED STOCK PURCHASE AGREEMENT (April 3rd, 1998)1 EXHIBIT 10.75 ================================================================================ HAYES MICROCOMPUTER PRODUCTS, INC. PREFERRED STOCK PURCHASE AGREEMENT APRIL 11, 1997 ================================================================================ 2 TABLE OF CONTENTS Section 1. DEFINITIONS ............................................................... -1- Section 2. PURCHASE AND SALE OF STOCK ................................................ -3- 2.1 Sale and Issuance of Preferred to Purchaser ............................... -3- 2.2 Closing; Payment and Delivery ............................................. -3- Section 3. CONDITIONS OF COMPANY'S OB
Hayes Corp – GUARANTY (April 3rd, 1998)1 EXHIBIT 10.72 GUARANTY (HAYES CORPORATION) January 2, 1998 The CIT Group/Credit Finance, Inc. 1211 Avenue of the Americas 21st Floor New York, New York 10036 Re: Hayes Microcomputer Products, Inc., a Georgia corporation ("Borrower") Gentlemen: Reference is made to the financing arrangements between The CIT Group/Credit Finance, Inc. ("Lender") and Borrower pursuant to which Lender may extend loans, advances and other financial accommodations to Borrower as set forth in the Loan and Security Agreement between Borrower and Lender dated December 21, 1995, as supplemented by that certain Conditions Precedent Rider dated December 21, 1995 between Lender and Borrower, and as amended by that certain First Amendment to Loan and Security Agreement dated April 16, 1996 betwe
Hayes Corp – GENERAL SECURITY AGREEMENT (April 3rd, 1998)1 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 liabilities in any currency of HAYES CORPORATION, FORMERLY KNOWN AS ACCESS BEYOND, INC. of 1300 Quince Orchard Boulevard, Gaithersburg, Maryland 20878 (the "Undersigned") to THE CIT GROUP/CREDIT FINANCE, INC. ("Lender") with an office at 1211 Avenue of the Americas, 21st Floor, New York, New York 10036, whether incurred prior to, at the time of or subsequent to the execution hereof, including extensions or renewals, and all other liabilities of the Undersigned to Lender, direct or indirect, absolute or contingent, matured or not, wheresoever and howsoever incurred (whether incurred by the Under
Hayes Corp – CONVERTIBLE SUBORDINATED PROMISSORY NOTE (April 3rd, 1998)1 EXHIBIT 10.34 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBORDINATED AS SET FORTH IN PARAGRAPH 4 HEREIN HAYES MICROCOMPUTER PRODUCTS, INC. CONVERTIBLE SUBORDINATED PROMISSORY NOTE (ONE-YEAR) US $450,000 Atlanta, Georgia April 16, 1996 HAYES MICROCOMPUTER PROD
Hayes Corp – CONVERTIBLE SUBORDINATED PROMISSORY NOTE (April 3rd, 1998)1 EXHIBIT 10.31 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBORDINATED AS SET FORTH IN PARAGRAPH 4 HEREIN HAYES MICROCOMPUTER PRODUCTS, INC. CONVERTIBLE SUBORDINATED PROMISSORY NOTE (ONE-YEAR) US $3,450,000 Atlanta, Georgia April 16, 1996 HAYES MICROCOMPUTER PRODUCT
Hayes Corp – EXECUTIVE EMPLOYMENT AGREEMENT (April 3rd, 1998)1 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, 1996. For and in consideration of the employment or continued employment, as the case may be, of the Executive by the Company, the mutual covenants and promises contained herein, and in the Terms and Conditions of Employment attached hereto as Exhibit "A," and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby covenant and agree as follows: 1. Employment; Compensation. Company hereby employs or continues to employ Executive as Vice President of Sales on the terms and conditions set forth herein
Hayes Corp – FIRST AMENDMENT TO CONDITIONS PRECEDENT RIDER (April 3rd, 1998)1 EXHIBIT 10.68 FIRST AMENDMENT TO CONDITIONS PRECEDENT RIDER THIS FIRST AMENDMENT TO CONDITIONS PRECEDENT RIDER (hereinafter referred to as this "Amendment") is made and entered into this 16th day of April, 1996, by and between HAYES MICROCOMPUTER PRODUCTS, INC. ("Borrower"), a Georgia corporation, and THE CIT GROUP/CREDIT FINANCE, INC. ("Lender"), a Delaware corporation. RECITALS: Borrower and Lender are parties to a certain Loan and Security Agreement dated December 21, 1995 (as at any time amended, the "Loan Agreement"), as supplemented by a certain Conditions Precedent Rider dated December 21, 1995 (the "Conditions Rider") between Borrower and Lender. The parties desire to amend the Conditions Rider as hereinafter set forth. NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the recei
Hayes Corp – LOAN AND SECURITY AGREEMENT (April 3rd, 1998)1 EXHIBIT 10.66 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made on December 21, 1995, between the undersigned Borrower and the undersigned Lender concerning loans and other credit accommodations to be made by Lender to Borrower. SECTION 1. PARTIES 1.1 The "BORROWER" is Hayes Microcomputer Products, Inc., a Georgia corporation, and its successors and assigns, which has its chief executive office and principal place of business at the address shown on Section 10.6(b). 1.2 The "LENDER" is The CIT Group/Credit Finance, Inc. and its successors and assigns. SECTION 2. LOANS AND OTHER CREDIT ACCOMMODATIONS 2.1 Revolving Loans. Lender shall, subject to the terms and conditions contained herein and in the Conditions Precedent Rider attached hereto (the "CONDITIONS PRECEDENT RIDER"), make revolving loans to Borrower (
Hayes Corp – CONVERTIBLE SUBORDINATED PROMISSORY NOTE (April 3rd, 1998)1 EXHIBIT 10.32 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBORDINATED AS SET FORTH IN PARAGRAPH 4 HEREIN HAYES MICROCOMPUTER PRODUCTS, INC. CONVERTIBLE SUBORDINATED PROMISSORY NOTE (ONE-YEAR) US $1,000,000 Atlanta, Geor
Hayes Corp – LEASE AGREEMENT (April 3rd, 1998)1 EXHIBIT 10.42 51,600 Square Feet 5804 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 MICROCOMPUTER PRODUCTS, INC., a Georgia corporation, hereinafter referred to as "Tenant." W I T N E S E T H 1. Premises and Term. In consideration of the obligation of Tenant to pay rent as herein provided, and in consideration of the other terms, provisions and covenants hereof, Landlord hereby demises and leases to Tenant, and Tenant hereby accepts and leases from landlord certain premises situated within the County of
Hayes Corp – SHAREHOLDERS' AGREEMENT (April 3rd, 1998)1 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 (individually, and not including any successor, the "Principal Shareholder"), the persons or entities listed on Schedule 1 hereto (the "Investors") (hereinafter the Principal Shareholder and the Investors are sometimes referred to collectively as the "Shareholders" and individually as a "Shareholder"), and HAYES MICROCOMPUTER PRODUCTS, INC., a Georgia corporation (hereinafter referred to as the "Company"). R E C I T A L S: WHEREAS, the Company is a duly organized and existing corporation under the laws of the State of Georgia; WHEREAS, the Shareholders, contempora
Hayes Corp – AGREEMENT AND PLAN OF MERGER (April 3rd, 1998)1 EXHIBIT 10.26 HAYES MICROCOMPUTER PRODUCTS, INC. AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of the 12th day of April, 1996, by and among HAYES MICROCOMPUTER PRODUCTS, INC., a Georgia corporation (the "Company"), DENNIS C. HAYES, a Georgia resident ("Dennis Hayes"), each of the individuals or entities listed on Schedule 1 hereto and identified thereon as the "Investors" (which are referred to herein from time to time individually as an "Investor" or collectively as the "Investors") and the direct or indirect subsidiary of one of the Investors, formed or to be formed, as identified on Schedule 1 hereto ("Investor Sub"). BACKGROUND A. On November 15, 1994, the Company filed a petition in the United States Bankruptcy Court for the Northern District of Georgia
Hayes Corp – BOARD INCENTIVE WARRANT PLAN (April 3rd, 1998)1 EXHIBIT 10.37 HAYES MICROCOMPUTER PRODUCTS, INC. BOARD INCENTIVE WARRANT PLAN 1. PURPOSE. The purpose of this HAYES MICROCOMPUTER PRODUCTS, INC. BOARD INCENTIVE WARRANT PLAN (the "Plan") is to advance the interests of HAYES MICROCOMPUTER PRODUCTS, Inc., a Georgia corporation (the "Company"), by strengthening the ability of the Company to attract qualified directors by providing them with an opportunity to receive warrants to purchase common stock of the Company and thereby permitting them to share in the Company's success (the "Board Warrants"). Capitalized terms used but not defined herein shall have the meanings assigned to them in that certain Agreement and Plan of Merger with Financial Sub, Inc. and certain Investors presented to the Board herewith (the "Agreement"). 2. EFFECTIVE DATE. This Plan was adopted by the Board
Hayes Corp – THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (April 3rd, 1998)1 EXHIBIT 10.70 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into as of the 1st day of January, 1997, by and between HAYES MICROCOMPUTER PRODUCTS, INC., a Georgia corporation (hereinafter referred to as "Borrower") with its chief executive office and principal place of business at 5835 Peachtree Corners East, Norcross, Georgia 30092, and THE CIT GROUP/CREDIT FINANCE, INC., a Delaware corporation (hereinafter referred to as "Lender") with an office at 135 West 50th Street, New York, New York 10020. RECITALS: Lender and Borrower are parties to a certain Loan and Security Agreement and a certain Condition Precedent Rider thereto, both dated December 21, 1995, as amended by that certain First Amendment to Loan and Security Agreement April 16, 1996, and that cert
Hayes Corp – SHAREHOLDERS' AGREEMENT (April 3rd, 1998)1 EXHIBIT 10.25 SHAREHOLDERS' AGREEMENT THIS SHAREHOLDERS' AGREEMENT ("Shareholders' Agreement"), is made as of the 29th day of July, 1997 and is entered into by and among DENNIS C. HAYES, a resident of the State of Georgia (the "Principal Shareholder"), Chestnut Capital Limited Partnership ("Chestnut"), the persons or entities listed on Schedule I hereto (the "Investors") (hereinafter the Principal Shareholder and the Investors are sometimes referred to collectively as the "Shareholders" and individually as a "Shareholder"), HAYES MICROCOMPUTER PRODUCTS, INC., a Georgia corporation ("Hayes Microcomputer Products"), ACCESS BEYOND, INC., a Delaware corporation (hereinafter referred to as the "Company") and Ronald A. Howard ("Howard") only for the purposes of Sections 8 and 11 of this Shareholders' Agreement. RECITALS WHEREAS, Hayes
Hayes Corp – WARRANT TO PURCHASE COMMON STOCK (April 3rd, 1998)1 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 OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE LAW. SUCH RIGHTS AND SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN WHOLE OR IN PART EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 HEREOF. No. 1 HAYES MICROCOMPUTER PRODUCTS, INC. WARRANT TO PURCHASE COMMON STOCK Hayes Microcomputer Products, Inc., a Georgia corporation (the "Company"), hereby certifies that in consideration of cash payment of US $5.00, CHIANG LAM, the registered holder hereof, or its permitted registered assigns ("Ho
Hayes Corp – SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (April 3rd, 1998)1 EXHIBIT 10.69 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into this 15th day of October, 1996 and made effective as of October 1, 1996, by and between HAYES MICROCOMPUTER PRODUCTS, INC., a Georgia corporation (hereinafter referred to as "Borrower") with its chief executive office and principal place of business at 5835 Peachtree Corners East, Norcross, Georgia 30092, and THE CIT GROUP/CREDIT FINANCE, INC., a Delaware corporation (hereinafter, together with its successors and assigns, referred to as "Lender") with an office at 135 West 50th Street, New York, New York 10020. RECITALS: Lender and Borrower are parties to a certain Loan and Security Agreement and a certain Conditions Precedent Rider thereto, both dated December 21, 1995, as amended by that cert
Hayes Corp – STOCK OPTION PLAN (April 3rd, 1998)1 EXHIBIT 10.22 ACCESS BEYOND, INC. 1997 DECLARATION OF AMENDMENT TO HAYES MICROCOMPUTER PRODUCTS, INC. STOCK OPTION PLAN THIS DECLARATION OF AMENDMENT, made this 30th day of December, 1997, by ACCESS BEYOND, INC., a Delaware corporation (the "Corporation"), to the Hayes Microcomputer Products, Inc. Stock Option Plan (the "Plan"). R E C I T A L S: WHEREAS, Hayes Microcomputer Products, Inc. ("Hayes") maintains the Plan, as adopted by the board of directors and shareholders of Hayes on June 4, 1996; and WHEREAS, pursuant to certain transactions (the "Merger") contemplated under the Agreement and Plan of Reorganization dated July 29, 1997, as amended by the First Amendment to the Merger Agreement dated November 7, 1997, and the Second Amendment
Hayes Corp – LEASE AGREEMENT (April 3rd, 1998)1 EXHIBIT 10.43 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 MICROCOMPUTER PRODUCTS, INC., a Georgia corporation, hereinafter referred to as "Tenant." W I T N E S E T H 1. Premises and Term. In consideration of the obligation of Tenant to pay rent as herein provided, and in consideration of the other terms, provisions and covenants hereof, Landlord hereby demises and leases to Tenant, and Tenant hereby accepts and leases from landlord certain premises situated within the County of
Hayes Corp – CONVERTIBLE SUBORDINATED PROMISSORY NOTE (April 3rd, 1998)1 EXHIBIT 10.33 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBORDINATED AS SET FORTH IN PARAGRAPH 4 HEREIN HAYES MICROCOMPUTER PRODUCTS, INC. CONVERTIBLE SUBORDINATED PROMISSORY NOTE (ONE-YEAR) US $500,000 Atlanta, Georgia April 16, 1996 HAYES MICROCOMPUTER PRODUC
Hayes Corp – WARRANT TO PURCHASE COMMON STOCK (April 3rd, 1998)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 OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE LAW. SUCH RIGHTS AND SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN WHOLE OR IN PART EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 HEREOF. No. 2 HAYES MICROCOMPUTER PRODUCTS, INC. WARRANT TO PURCHASE COMMON STOCK Hayes Microcomputer Products, Inc., a Georgia corporation (the "Company"), hereby certifies that in consideration of cash payment of US $5.00, MINA HAYES, the registered holder hereof, or its permitted registered assigns ("H
Hayes Corp – THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (April 3rd, 1998)1 EXHIBIT 10.71 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT AGREEMENT THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT AGREEMENT (this "Agreement") is made and entered into as of the 30th day of December, 1997, by and between HAYES MICROCOMPUTER PRODUCTS, INC., a Georgia corporation (hereinafter referred to as "Borrower") with its chief executive office and principal place of business at 5854 Peachtree Corners East, Norcross, Georgia 30072, and THE CIT GROUP/CREDIT FINANCE, INC., a Delaware corporation (hereinafter referred to as "Lender") with an office at 1211 Avenue of the Americas, 21st Floor, New York, New York 10036. RECITALS: Lender and Borrower are parties to a certain Loan and Security Agreement and a certain Condition Precedent Rider thereto, both dated December 21, 1995, a
Hayes Corp – VOTING TRUST AGREEMENT (April 3rd, 1998)1 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. Hayes"), HAYES MICROCOMPUTER PRODUCTS, INC., a Georgia corporation (the "Corporation"), and G. DONALD JOHNSON, as Trustee herein (hereinafter, along with any successors, referred to as "Trustee"). W I T N E S S E T H : WHEREAS, Dennis C. Hayes owns voting stock in the Corporation; and WHEREAS, pursuant to the terms of that certain Shareholders' Agreement dated April 16, 1996, by and between the Corporation, Dennis C. Hayes, Rinzai Limited, ("Rinzai"), Kaifa Technology (H.K.) Limited, Rolling Profit Holdings Limited, Saliendra Pte. Ltd., Lao Hotel (H.K
