Base Ten Systems Inc Sample Contracts

Base Ten Systems Inc – Agreement and Plan of Merger (September 10th, 2002)

Exhibit 10.1 ================================================================================ Amendment No. 3 to Amended and Restated Agreement and Plan of Merger among Base Ten Systems, Inc. Newco B10, Inc. and ConvergenceHealth.com August 1, 2002 12 AMENDMENT NO. 3 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 3 ("Amendment No. 3") TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dat

Base Ten Systems Inc – Agreement and Plan of Merger (August 14th, 2002)

Exhibit 10.1 ================================================================================ Amendment No. 3 to Amended and Restated Agreement and Plan of Merger among Base Ten Systems, Inc. Newco B10, Inc. and ConvergenceHealth.com August 1, 2002 12 AMENDMENT NO. 3 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 3 ("Amendment No. 3") TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dat

Base Ten Systems Inc – Agreement and Plan of Merger (June 20th, 2002)

================================================================================ Amendment No. 2 to Amended and Restated Agreement and Plan of Merger among Base Ten Systems, Inc. Newco B10, Inc. and ConvergenceHealth.com June 18, 2002 ================================================================================ AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER ------------------------------------------------- This AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as

Base Ten Systems Inc – STOCK PURCHASE AGREEMENT (June 20th, 2002)

CONVERGENCEHEALTH.COM SERIES A-3 PREFERRED STOCK STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of June 18, 2002, by and between ConvergenceHealth.com, a Nevada corporation ("Company"), and Base Ten Systems, Inc., a New Jersey corporation ("Investor"). The parties hereby agree as follows: Section 1. PURCHASE AND SALE OF STOCK. 1.1 Sale and Issuance of Series A-3 Preferred Stock. A. The Company has filed with the Secretary of State of Nevada the Certificate of Designation attached hereto as Exhibit A ("Certificate of Designation") and, as of the Closing (as defined below), has authorized the sale and issuance to the Investor of shares of its Series A-3 Preferred Stock, having the rights, preferences, privileges and restrictions set forth in the Certificate of Designation. B. Subject to the terms and conditions of this Agreement, the Investor

Base Ten Systems Inc – ADLS/ADMS LICENSE AGREEMENT (March 29th, 2002)

Exhibit 10(d) ADLS/ADMS LICENSE AGREEMENT THIS LICENSE AGREEMENT, dated as of this 1st day of December, 2001, is entered into by and between BASE TEN SYSTEMS, INC., a New Jersey corporation having its principal place of business at 535 East County Line Road, Suite 16, Lakewood, New Jersey 08701 ("Licensor"), and ALMEDICA ADVANCED TECHNOLOGY, LLC, a Delaware limited liability company having its principal place of business at 75 Commerce Drive, Allendale, New Jersey 07401 ("Licensee"). W I T N E S S E T H: WHEREAS, pursuant to that certain Limited Liability Company Agreement of Licensee, dated as of March 29, 2001 (the "Operating Agreement"), by and between Licensor and Almedica International Inc., a Delaware corporation ("Almedica"), Almedica is the owner of 80% of the common membership interests of Licensee (the "Common Interests"), and L

Base Ten Systems Inc – LIMITED LIABILITY COMPANY AGREEMENT (March 29th, 2002)

Exhibit 10(c) LIMITED LIABILITY COMPANY AGREEMENT OF Almedica Advanced Technology, LLC a Delaware Limited Liability Company (the "Company") This Operating Agreement (the "Agreement") is entered into as of March 22, 2001, by and among Base Ten Systems, Inc., a New Jersey corporation having its principal office at One Electronics Drive, Trenton, New Jersey 08619 ("Base Ten"), and Almedica International Inc., a Delaware corporation having its principal office at 75 Commerce Drive, Allendale, New Jersey 07401 ("Almedica"). ARTICLE I General Provisions WHEREAS, the Company was formed upon the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on

Base Ten Systems Inc – Agreement and Plan of Merger (March 14th, 2002)

Exhibit 10.1 ============================================================================== Amended and Restated Agreement and Plan of Merger among Base Ten Systems, Inc. Newco B10, Inc. and ConvergenceHealth.com January 18, 2002 =============================================================================== TABLE OF CONTENTS Section Page No. No. -----

Base Ten Systems Inc – Agreement and Plan of Merger (March 14th, 2002)

Exhibit 10.2 =============================================================================== Amendment No. 1 to Amended and Restated Agreement and Plan of Merger among Base Ten Systems, Inc. Newco B10, Inc. and ConvergenceHealth.com March 12, 2002 =============================================================================== AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERG

Base Ten Systems Inc – STOCK PURCHASE AGREEMENT (March 14th, 2002)

Exhibit 10.3 CONVERGENCEHEALTH.COM SERIES A-3 PREFERRED STOCK STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of March 12, 2002, by and between ConvergenceHealth.com, a Nevada corporation ("Company"), and Base Ten Systems, Inc., a New Jersey corporation ("Investor"). The parties hereby agree as follows: Section 1. PURCHASE AND SALE OF STOCK. 1.1 Sale and Issuance of Series A-3 Preferred Stock. A. The Company has filed with the Secretary of State of Nevada the Certificate of Designation attached hereto as Exhibit A ("Certificate of Designation") and, as of the Closing (as defined below), has authorized the sale and issuance to the Investor of shares of its Series A-3 Preferred Stock, having the rights, preferences, privileges and restrictions set forth in the Certificate of Des

Base Ten Systems Inc – Agreement and Plan of Merger (January 30th, 2002)

================================================================================ Agreement and Plan of Merger among Base Ten Systems, Inc. Newco B10, Inc. and ConvergenceHealth.com January 18, 2002 ================================================================================ TABLE OF CONTENTS Section Page No. No. ----- ----- ARTICLE I

Base Ten Systems Inc – STOCK PURCHASE AGREEMENT (January 30th, 2002)

CONVERGENCEHEALTH.COM SERIES A-3 PREFERRED STOCK STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of January 18, 2002, by and between ConvergenceHealth.com, a Nevada corporation ("Company"), and Base Ten Systems, Inc., a New Jersey corporation ("Investor"). The parties hereby agree as follows: Section 1. PURCHASE AND SALE OF STOCK. 1.1 Sale and Issuance of Series A-3 Preferred Stock. A. The Company has filed with the Secretary of State of Nevada the Certificate of Designation attached hereto as Exhibit A ("Certificate of Designation") and, as of the Closing (as defined below), has authorized the sale and issuance to the Investor of shares of its Series A-3 Preferred Stock, having the rights, preferences, privileges and restrictions set forth in the Certificate of Designation. B. Subject to the terms and conditions of this Agreement, the Inve

Base Ten Systems Inc – ASSET PURCHASE AGREEMENT (October 24th, 2000)

ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is made and entered into as of the 4th day of October, 2000 by and between ABB Automation Inc., a corporation incorporated and in good standing under the laws of the State of Ohio, having its principal place of business located at 501 Merritt 7, Norwalk, Connecticut ("Purchaser") and Base Ten Systems, Inc., a corporation incorporated and in good standing under the laws of the State of New Jersey, having its principal office at One Electronics Drive, Trenton, New Jersey ("Seller"). W I T N E S S E T H: WHEREAS, Seller is in the business, among other businesses, of providing Manufacturing Execution Systems (MES) software (the "Products"); which can be used to manage the manufacture and assembly of FDA and/or comparably-regulated products generally categorized by Seller as "ME", "CS" and "FS";

Base Ten Systems Inc – AGREEMENT (April 14th, 2000)

AGREEMENT Agreement, dated March 31, 2000, between Base Ten Systems, Inc., a New Jersey corporation (the "Company"), and Robert J. Bronstein ("Bronstein"). In consideration of the mutual promises herein contained, the parties hereto hereby agree as follows: 1. Resignation. Effective on April 1, 2000 (the "Effective Date"), Bronstein hereby resigns as an officer and as an employee of the Company and its subsidiaries. 2. Termination of Agreements; No Further Rights. The parties hereto agree that the employment agreement, dated as of June 11, 1999 (the "Employment Agreement"), between the Company and Bronstein and the change in control agreement, dated June 11, 1999 (the "Change in Control Agreement"), between the Company and Bronstein, and all rights and obligations of the parties thereunder, are hereby terminated, except as expressly otherwise prov

Base Ten Systems Inc – AGREEMENT (April 12th, 2000)

AGREEMENT Agreement, dated as of October 28, 1999, between Base Ten Systems, Inc., a New Jersey corporation (the "Company"), and Thomas E. Gardner ("Gardner"). In consideration of the mutual promises herein contained, the parties hereto hereby agree as follows: 1. Resignation. The parties hereto acknowledge that Gardner has resigned as President and Chief Executive Officer of the Company and as an officer of the Company and its subsidiaries effective October 28, 1999. Effective on November 12, 1999 (the "Effective Date"), Gardner hereby resigns as an employee and as a director of the Company and its subsidiaries. 2. Termination of Agreements; No Further Rights. The parties hereto agree that the employment agreement, dated as of October 17, 1997 (the "Employment Agreement"), between the Company and Gardner and the amended and restated change in contro

Base Ten Systems Inc – EMPLOYMENT AGREEMENT (April 12th, 2000)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the 28th day of October, 1999, by and between BASE TEN SYSTEMS, INC., a New Jersey corporation (the "Company") and Stephen A. Cloughley, an individual ("Cloughley"). WHEREAS, the Company believes that given Cloughley's experience and knowledge of Base Ten Systems technology and the software technology development industry and his business and management skills, it would be to the benefit of the Company for Cloughley to serve the Company as President and Chief Executive Officer; and WHEREAS, Cloughley is willing to serve the Company in such capacities and enter into the obligations hereunder set forth. NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, do hereby agree as follows: 1. EMPLOYMENT

Base Ten Systems Inc – CHANGE IN CONTROL AGREEMENT (August 13th, 1999)

CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT dated June 11, 1999, by and between Base Ten Systems, Inc., a New Jersey corporation (together with any successor, the "Company"), and Robert J. Bronstein, residing at 120 Canyon Drive, Napa, California 94558, (the "Executive"). W I T N E S S E T H: WHEREAS, should the Company receive a proposal from or engage in discussions with a third person concerning a possible business combination with or the acquisition of a substantial portion of voting securities of the Company or should there be a significant change in the composition of the Board of Directors of the Company (the "Board"), the Board has deemed it imperative that it and the Company be able to rely on the Executive to continue to serve in his position and that the Board and the Company be able to rely upon his advice as being in the best inter

Base Ten Systems Inc – CONSULTING AGREEMENT (August 13th, 1999)

CONSULTING AGREEMENT This CONSULTING AGREEMENT dated June 25, 1999, by and among BASE TEN SYSTEMS, INC., a New Jersey corporation having its principal offices located at One Electronics Drive, Trenton, New Jersey 08619 ("Base Ten"), EURISKO a Belgium corporation having its principal offices located at Goorweg 40, 3191 Hever, Belgium ("Consulting Company"), and for limited purposes, KRIS ADRIAENSSENS. 1. Duties Consulting Company shall be retained by Base Ten as the consultant responsible for managing European operations. Consulting Company's duties pursuant to this consulting agreement shall be fulfilled by Consulting Company's managing director, Kris Adriaenssens ("Consultant"). Consulting Company shall be responsible for all aspects of Base Ten's operations in Europe, including without limitation existing and prospective business operations, products, customers, personnel and other busine

Base Ten Systems Inc – DIRECTORS' STOCK OPTION PLAN (June 24th, 1999)

BASE TEN SYSTEMS, INC. DIRECTORS' STOCK OPTION PLAN 1. Purpose The purpose of the Base Ten Systems, Inc. Directors' Stock Option Plan (the "Plan") is to encourage non-employee directors who are not employees of Base Ten Systems, Inc. (the "Company") to acquire a proprietary interest in the future of the Company through the ownership of the Class A Common Stock of the Company ("Common Stock"). It is also expected that the Plan will encourage qualified persons to serve as directors of the Company. 2. Administration of the Plan The Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board"). In administering the Plan, the Committee may adopt rules and regulations for carrying out the Plan. The interpretation and decision with regard to any question arising under the Plan made by the

Base Ten Systems Inc – REGISTRATION RIGHTS AGREEMENT (June 16th, 1999)

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 11, 1999, is by and between Base Ten Systems, Inc., a New Jersey corporation (the "Company") and Almedica International Inc., a Delaware corporation ("Almedica"). WHEREAS, the Company, Ex-BTS Clinical, Inc., a New Jersey corporation ("BTSC"), Almedica and Almedica Technology Group Inc., a New Jersey corporation ("ATG") are parties to that certain Agreement and Plan of Merger, dated as of June 11, 1999 (the "Merger Agreement"); and WHEREAS, unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement; and WHEREAS, the Merger Agreement provides for the merger of BTSC with and into ATG; and WHEREAS, the 736 shares of capital stock of ATG issued and outstanding immediately prior to the Effec

Base Ten Systems Inc – AGREEMENT AND PLAN OF MERGER (June 16th, 1999)

AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER made as of June 11, 1999, by and among Base Ten Systems, Inc., a New Jersey corporation having its principal office at One Electronics Drive, Trenton, New Jersey 08619, ("Base Ten"), Ex-BTS Clinical, Inc., a New Jersey corporation wholly-owned by Base Ten having its principal office at One Electronics Drive, Trenton, New Jersey 08619 ("BTSC") (Base Ten and BTSC collectively referred to as the "Purchasers"), Almedica International Inc., a Delaware corporation having its principal office at 75 Commerce Drive, Allendale, New Jersey 07401 ("Almedica"), and Almedica Technology Group Inc., a New Jersey corporation wholly-owned by Almedica having its principal office at 900 Lanidex Plaza, Suite 202, Parsippany, New Jersey 07054 ("ATG") (Almedica and ATG collectively referred to as the "Sellers"). WHEREAS, Almedica owns 736 shares of

Base Ten Systems Inc – EMPLOYMENT AGREEMENT (June 16th, 1999)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made on June 11th, 1999, by and between Base Ten System, Inc. ("Employer"), a New Jersey corporation ("Employer"), and Robert J. Bronstein ("Employee") (Employer and Employee collectively referred to as the "Parties" and individually as a "Party"). BACKGROUND Whereas, Employer desires to employ Employee as "President, Applications Software Division" and Employee desires to be so employed. The Parties are entering into this Agreement to set forth the terms and conditions of Employee's employment by Employer. NOW, THEREFORE, in consideration of the premises and the mutual undertakings hereinafter set forth, intending to be legally bound hereby, the Parties hereto agree as follows: SECTION 1. EMPLOYMENT a. Position and Duties. Employer employs Employee and Employee

Base Ten Systems Inc – CHANGE IN CONTROL AGREEMENT (June 16th, 1999)

CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT dated June 11, 1999, by and between Base Ten Systems, Inc., a New Jersey corporation (together with any successor, the "Company"), and Robert J. Bronstein, residing at 120 Canyon Drive, Napa, California 94558, (the "Executive"). W I T N E S S E T H: WHEREAS, should the Company receive a proposal from or engage in discussions with a third person concerning a possible business combination with or the acquisition of a substantial portion of voting securities of the Company or should there be a significant change in the composition of the Board of Directors of the Company (the "Board"), the Board has deemed it imperative that it and the Company be able to rely on the Executive to continue to serve in his position and that the Board and the Company be able to rely upon his advice as being in the best inter

Base Ten Systems Inc – CONSULTANT AGREEMENT (April 30th, 1999)

CONSULTANT AGREEMENT THIS AGREEMENT made this 26th day of April, 1999, between Base Ten Systems, Inc., having its offices at One Electronics Drive, Trenton, New Jersey 08619 (hereinafter called "Base Ten") and Stephen Cloughley, an individual, with an address of 929 Gainsway Road, Yardley, PA 19067 (hereinafter called "Consultant"). It is agreed between the parties as follows: 1. Consultant agrees to be available to render services to Base Ten as defined in Attachment A. 2. Base Ten agrees to pay Consultant for services and expenses as defined in Attachment B. 3. Consultant agrees to maintain as confidential and not disclose to others during or subsequent to performing his services, nor make use of for any commercial purpose, any information disclosed to him directly or directly by Base Ten and any information specifically developed by Consultant for Base Ten in performing his services except: a. informatio

Base Ten Systems Inc – CHANGE IN CONTROL AGREEMENT (April 16th, 1999)

CHANGE IN CONTROL AGREEMENT THIS AMENDED AND RESTATED AGREEMENT dated January 13, 1998, by and between Base Ten Systems, Inc., a New Jersey corporation (together with any successor, the "Company"), and C. Richard Bagshaw, residing at 6134 Bramble Court, Lawrenceville, NJ 08648, (the "Executive"). W I T N E S S E T H: WHEREAS, should the Company receive a proposal from or engage in discussions with a third person concerning a possible business combination with or the acquisition of a substantial portion of voting securities of the Company, the Board of Directors of the Company (the "Board") has deemed it imperative that it and the Company be able to rely on the Executive to continue to serve in his position and that the Board and the Company be able to rely upon his advice as being in the best interests of the Company and its sharehold

Base Ten Systems Inc – CHANGE IN CONTROL AGREEMENT (April 16th, 1999)

CHANGE IN CONTROL AGREEMENT THIS AMENDED AND RESTATED AGREEMENT dated May 26, 1998, by and between Base Ten Systems, Inc., a New Jersey corporation (together with any successor, the "Company"), and William F. Hackett, residing at 34 Wilshire Dr., Belle Mead, NJ 08502, (the "Executive"). W I T N E S S E T H: WHEREAS, should the Company receive a proposal from or engage in discussions with a third person concerning a possible business combination with or the acquisition of a substantial portion of voting securities of the Company, the Board of Directors of the Company (the "Board") has deemed it imperative that it and the Company be able to rely on the Executive to continue to serve in his position and that the Board and the Company be able to rely upon his advice as being in the best interests of the Company and its shareholders witho

Base Ten Systems Inc – RESTATED CERTIFICATE OF INCORPORATION (January 13th, 1999)

Exhibit A BASE TEN SYSTEMS, INC. CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION PROVIDING FOR DESIGNATION, PREFERENCES AND RIGHTS OF THE CONVERTIBLE PREFERRED SHARES, SERIES B (Par Value $1.00 Per Share) of BASE TEN SYSTEMS, INC. Base Ten Systems, Inc., a corporation (the "Corporation") organized under the laws of the State of New Jersey, to amend its Restated Certificate of Incorporation in accordance with Chapter 9 of the New Jersey Business Corporation Act, hereby certifies: FIRST: The name of the Corporation is Base Ten Systems, Inc. SECOND: The Board of Directors of the Corporation, at a meetin

Base Ten Systems Inc – CERTIFICATE OF INCORPORATION OF (January 13th, 1999)

BASE TEN SYSTEMS, INC. CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BASE TEN SYSTEMS, INC. Base Ten Systems, Inc., a corporation (the "Corporation") organized under the laws of the State of New Jersey, to amend its Certificate of Incorporation in accordance with Section 14A:7-2 and 14A:7-18 of Chapter 7 of the New Jersey Business Corporation Act, hereby certifies: FIRST: The name of the Corporation is Base Ten Systems, Inc. SECOND: The Board of Directors of the Corporation, by unanimous written consent dated September 30, 1998, adopted resolutions (attached as Appendix A hereto) providing for the cancellation of 1,574.0625 shares of the Company's Convertible Preferred Shares, Series A and the related reduction of the authorized number of Preferred Shares and Convertible Preferred Shares, Series A

Base Ten Systems Inc – EXCHANGE AGREEMENT (January 13th, 1999)

EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this "Agreement"), dated as of December 31, 1998, by and among Base Ten Systems, Inc., a New Jersey corporation (the "Company"), and the holders of the Series A Preferred Shares (as defined below), set forth on the signature pages hereto (the "Holders"). WHEREAS: A. The Company and the Holders are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"); B. The Company and the Holders entered into a Securities Purchase Agreement, dated as of December 4, 1997 (the "Purchase Agreement"), pursuant to which the Holders (i) purchased the Company's Convertible Preferred Shares, Series A (the "Series A Prefe

Base Ten Systems Inc – CERTIFICATE OF INCORPORATION OF (January 13th, 1999)

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BASE TEN SYSTEMS, INC. Base Ten Systems, Inc., a New Jersey corporation, to amend its Certificate of Incorporation in accordance with Section 14A:9-2(4) of the New Jersey Business Corporation Act, hereby certifies: FIRST: The name of the corporation is Base Ten Systems, Inc. SECOND: Article 6(a) of the Certificate of Incorporation of the corporation is amended to read in its entirety, as follows: (a) This corporation is authorized to issue three classes of shares of stock to be designated "Class A Common," "Class B Common," and "Preferred." The total number of shares that this corporation is authorized to issue is 62,997,800.9375 and the aggregate par value of all such shares is $62,997,800.9375. Sixty million of the shares shall

Base Ten Systems Inc – COMMON STOCK PURCHASE WARRANT CERTIFICATE (January 13th, 1999)

Exhibit B THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. COMMON STOCK PURCHASE WARRANT CERTIFICATE Dated: ___________, 1999 to Purchase _________ Shares of Common Stock of BASE TEN SYSTEMS, INC. BASE TEN SYSTEMS, INC., a New Jersey corporation (the "Company"), hereby certifies that _______________, its permissible transferees, de

Base Ten Systems Inc – CERTIFICATE OF INCORPORATION OF (January 13th, 1999)

BASE TEN SYSTEMS, INC. CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BASE TEN SYSTEMS, INC. Base Ten Systems, Inc., a corporation (the "Corporation") organized under the laws of the State of New Jersey, to amend its Certificate of Incorporation in accordance with Section 14A:7-2 and 14A:7-18 of Chapter 7 of the New Jersey Business Corporation Act, hereby certifies: FIRST: The name of the Corporation is Base Ten Systems, Inc. SECOND: The Board of Directors of the Corporation, by unanimous written consent dated June 30, 1998, adopted resolutions (attached as Appendix A hereto) providing for the cancellation of 125 shares of the Company's Convertible Preferred Shares, Series A and the related reduction of the authorized number of Preferred Shares and Convertible Preferred Shares, Series A; and the issuance of

Base Ten Systems Inc – CERTIFICATE OF INCORPORATION OF (January 13th, 1999)

BASE TEN SYSTEMS, INC. CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BASE TEN SYSTEMS, INC. Base Ten Systems, Inc., a corporation (the "Corporation") organized under the laws of the State of New Jersey, to amend its Certificate of Incorporation in accordance with Section 14A:7-2 and 14A:7-18 of Chapter 7 of the New Jersey Business Corporation Act, hereby certifies: FIRST: The name of the Corporation is Base Ten Systems, Inc. SECOND: The Board of Directors of the Corporation, at a meeting of the Board of Directors duly held on January 11, 1999, adopted resolutions (attached as Appendix A hereto) providing for the cancellation of 3,600 shares of the Company's Convertible Preferred Shares, Series A and the related reduction of the authorized number of Preferred Shares and Convertible Preferred Shares,

Base Ten Systems Inc – COMMON STOCK PURCHASE WARRANT CERTIFICATE (January 13th, 1999)

Exhibit C THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. COMMON STOCK PURCHASE WARRANT CERTIFICATE Dated: ___________, 1999 to Purchase _________ Shares of Common Stock of BASE TEN SYSTEMS, INC. BASE TEN SYSTEMS, INC., a New Jersey corporation (the "Company"), hereby certifies that _______________, its permissible transferees, desi

Base Ten Systems Inc – BASE TEN REACHES AGREEMENT WITH HOLDERS OF (January 13th, 1999)

Contact: William F. Hackett Base Ten Systems, Inc. 609-586-7010 Ext. 2310 BASE TEN REACHES AGREEMENT WITH HOLDERS OF PREFERRED SHARES AND DEBENTURE TRENTON, N.J. January 13, 1999 - Base Ten Systems, Inc. (Nasdaq: BASEA) today announced that it had signed a definitive agreement dated December 31, 1998 with all holders of the Company's Series A Convertible Preferred Shares to exchange these shares for new Series B Convertible Preferred Shares. The principal differences between the two series of preferred stock are that with the Series B Shares the price for converting preferred shares to common stock is fixed at $4.00 per share of common stock instead of being based on the market price of the common stock. Conversion features contained in the Series A Shares that would have resulted in debt and debt service have been eliminated, and there is no dividend payment due based on the price of Class A common stock. The Comp

Base Ten Systems Inc – STOCK PURCHASE AGREEMENT (November 20th, 1998)

STOCK PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made as of the 12th day of November, 1998, by and between BASE TEN SYSTEMS, INC., a New Jersey corporation with its principal executive offices located at One Electronics Drive, Trenton, New Jersey 08619 (the "Company") and JESSE L. UPCHURCH, an individual with an address at c/o Andrew Garrett, Inc., 52 Vanderbilt Avenue, 20th Floor, New York, New York 10017 (the "Purchaser"). The parties hereto, intending to be legally bound, agree as follows: 1. AUTHORIZATION OF ISSUANCE. The Company has authorized the issuance and sale of (i) an aggregate of up to $20,000,000 of its Class A Common Stock, par value $1.00 per share, (the "Common Stock") at a purchase price of $3.00 per share, and (ii) 50,000 Common Stock Purchase Warrants for each $1,000,000 of Common Stock purcha