Western Technology & Research Inc Sample Contracts

Cimnet Inc/Pa – FIRST AMENDMENT TO LEASE AGREEMENT (May 3rd, 2007)

EXHIBIT 5.1 FIRST AMENDMENT TO LEASE AGREEMENT ---------------------------------- This FIRST AMENDMENT TO LEASE AGREEMENT (this "Amendment") is made and entered into as of May 2, 2007 by and between JNL REAL ESTATE, LLC, a Pennsylvania limited liability company ("JNL"), EASTWOOD ASSOCIATES, LLC, a Pennsylvania limited liability company ("Eastwood"), and HBL HOLDINGS, LLC, a Pennsylvania limited liability company ("HBL"), collectively trading and doing business as 925 BERKSHIRE BOULEVARD JOINT VENTURE ("Lessor"), and CIMNET, INC., a Delaware corporation ("Lessee") (hereinafter sometimes collectively referred to as the "Parties"). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Lease (defined below). W I T N E S S E T H: WHEREAS, JNL, Eastwood, HBL, Lessor and Les

Cimnet Inc/Pa – VOTING AGREEMENT (May 3rd, 2007)

EXHIBIT 99.1 VOTING AGREEMENT ---------------- This VOTING AGREEMENT (this "Agreement") is made and entered into as of May 2, 2007, by and among INVENSYS SYSTEMS, INC., a Massachusetts corporation ("Parent"), SIDUS ACQUISITION CORP., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), each undersigned stockholder (each, a "Stockholder") of CIMNET, INC., a Delaware corporation (the "Company"), and, solely for the purposes of Section 4.3 hereof, the Company. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement (defined below). W I T N E S S E T H: WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of even date herewith, by and among Parent, Merger Sub and the Company (the "Merger Agreement"), Parent

Cimnet Inc/Pa – Press Release (May 3rd, 2007)

EXHIBIT 99.2 Press Release Invensys Agrees to Acquire CIMNET Thursday May 3, 7:30 am ET WYOMISSING, Pa.--(BUSINESS WIRE)--Invensys Systems, Inc., a subsidiary of Invensys, PLC, and CIMNET(R), Inc. (OTCBB: CIMK - News) announced today that they have signed a definitive agreement to merge CIMNET into Invensys in an all-cash transaction. Invensys is offering to purchase CIMNET for $2.43 per share, valuing the transaction at approximately $23.2 million plus the assumption of existing debt. John Richardson, CEO and founder of CIMNET commented, "We are extremely pleased to report the pending merger with Invensys. The combination of CIMNET's Factelligence software with the customer base and distribution network of Invensys will greatly enhance the solutions provided to new and existing customers of both companies. We expect a very strong and positive response from our customers." The merger is subject to the approval of

Cimnet Inc/Pa – AGREEMENT AND PLAN OF MERGER (May 3rd, 2007)

EXHIBIT 2.1 Execution Version ================================================================================ AGREEMENT AND PLAN OF MERGER Dated as of May 2, 2007 Among INVENSYS SYSTEMS, INC., SIDUS ACQUISITION CORP. And CIMNET, INC. ================================================================================ TABLE OF CONTENTS ARTICLE I THE MERGER.................................................................................1 Section 1.01

Cimnet Inc/Pa – LEASE AGREEMENT (February 7th, 2007)

Exhibit 10.1 ------------ LEASE AGREEMENT --------------- THIS LEASE ("Lease") is made and effective on this 24th day of January, 2007, by and between JNL REAL ESTATE, LLC, a Pennsylvania limited liability company ("JNL"); EASTWOOD ASSOCIATES, LLC, a Pennsylvania limited liability company ("Eastwood"); and HBL HOLDINGS, LLC, a Pennsylvania limited liability company ("HBL"), collectively trading and doing business as 925 BERKSHIRE BOULEVARD JOINT VENTURE ("Lessor"), the fee simple owners of the real estate located at 925 Berkshire Boulevard, Wyomissing, Berks County, Pennsylvania 19610, Berks County, Pennsylvania. A N D CIMNET, INC. , a Delaware business corporation with a principal place of business at 925 Berkshire Boulevard,

Cimnet Inc/Pa – FORM OF NOTICE OF GRANT OF STOCK OPTION (March 2nd, 2006)

Exhibit 10.1 CIMNET, INC. FORM OF NOTICE OF GRANT OF STOCK OPTION --------------------------------------- Notice is hereby given of the following option grant (the "Option") to purchase Common Stock of Cimnet, Inc. (the "Corporation"): Optionee: -------- ----------------- Grant Date: 1/17/06 ---------- ----------------- Exercise Price: $.60 per share -------------- ----------- Number of Option Shares: shares of Common Stock ----------------------- -------- Expiration Date: 1/16/11 --------------- ---------------

Cimnet Inc/Pa – SECURED DEMAND NOTE (January 12th, 2005)

Exhibit 10.2 SECURED DEMAND NOTE Robesonia, Pennsylvania $130,000.00 December 27, 2004 FOR VALUE RECEIVED, the undersigned, CIMNET, INC., a Delaware corporation ("Borrower"), promises to pay to the order of John D. Richardson (the "Lender"), or at such other address as the holder of this note shall direct, the principal sum of one hundred thirty thousand (130,000), pursuant to that certain Loan and Security Agreement between Borrower and Lender, dated as of even date herewith (the "Security Agreement"), plus interest as hereinafter provided. The entire balance of principal, accrued interest, and other fees and charges shall be due and payable on DEMAND. This Note shall bear interest on the unpaid principal balance hereof from time to time at a rate equal to prime plus 1% per annum. Pri

Cimnet Inc/Pa – LOAN AND SECURITY AGREEMENT (January 12th, 2005)

Exhibit 10.1 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT, dated as of December 27, 2004 made by and between CIMNET, INC., a Delaware corporation ("Borrower"), and John D. Richardson (the "Lender"). W I T N E S S E T H WHEREAS, the Borrower wishes to borrow, and the Lender is willing to lend to the Borrower, one hundred thirty thousand dollars ($130,000) (the "Loan"); and WHEREAS, as a condition to making the Loan the Borrower has agreed to pledge the Collateral (as hereinafter defined) to the Lender, pursuant to the terms and conditions hereof. NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties hereto agree as follows: SECTION 1. Definitions of Terms Used Herein. "Accounts Receivable" means any and all rights of the Bo

Cimnet Inc/Pa – Press Release (January 27th, 2004)

Exhibit 99.1 ------------ Press Release ------------- 4 Exhibit 99.1 ------------ Press Release Source: CIMNET(R), Inc. CIMNET Enters Into Technology and Stock Purchase Agreement with Adroit Technologies Monday January 26, 8:44 am ET ROBESONIA, Pa.--(BUSINESS WIRE)--Jan. 26, 2004--CIMNET(R), Inc. (OTCBB:CIMK - News), a leading developer of Manufacturing Execution System (MES) software, today announced that it has signed a definitive agreement to purchase 10% of the outstanding capital stock of Advanced Worx 112 (Proprietary) Ltd, a South African software

Cimnet Inc/Pa – Press Release (January 8th, 2004)

Exhibit 99.1 Press Release CIMNET Announces 2004 Initiatives and 2003 Milestones Wednesday January 7, 1:23 pm ET ROBESONIA, Pa.--(BUSINESS WIRE)--Jan. 7, 2004--CIMNET(R), Inc. (OTCBB:CIMK - News), a leading developer of Manufacturing Execution System (MES) software, today announced its Initiatives for 2004 and Company milestones achieved in 2003. John Richardson, CIMNET's CEO, stated, "Based on the last several months of planning and executing initiatives from 2003, CIMNET is ready to announce our strategy for growth in 2004. We are excited about our prospects and where the Company is heading in terms of technology, industry focus and market penetration." During 2003, CIMNET accomplished the following: - CIMNET secured resellers to assist with the sales and implementation of Factelligence(TM), its MES software application, in the United States, Mexico, C

Cimnet Inc/Pa – REGISTRATION RIGHTS AGREEMENT (September 14th, 2001)

EXHIBIT 99.4 [Execution Copy] REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 31, 2001, between Cimnet, Inc. a Delaware corporation (the "Company"), and General Electric Company, a New York corporation, acting through its GE Power Systems business unit ("Purchaser "). This Agreement is made pursuant to the Preferred Stock and Warrant Purchase Agreement, dated as of the date hereof between the Company and the Purchaser (the "Purchase Agreement"). The Company and the Purchaser hereby agree as follows: 1. Definitions. ----------- Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used i

Cimnet Inc/Pa – PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (September 14th, 2001)

-------------------------------------------------------------------------------- PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT Between CIMNET, INC. AND GENERAL ELECTRIC COMPANY, acting through its GE Power Systems business unit Dated as of August 17, 2001 -------------------------------------------------------------------------------- EXHIBIT "A" ----------- Form of Common Stock Purchase Warrant ------------------------------------- EXHIBIT "B" ----------- Form of Registration Rights Agreement -------------------------------------

Cimnet Inc/Pa – PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (September 14th, 2001)

[Execution Copy] PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT THIS PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this "Agreement"), dated as of August 17, 2001, is made and entered into between Cimnet, Inc., a Delaware corporation (the "Company"), and General Electric Company, a New York corporation, acting through its GE Power Systems business unit ("Purchaser"). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933) as amended (the "Securities Act"), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, (i) 746,965 shares of the Company's Series "A" Convertible Preferred Stock (the "Shares"), and (ii) warrants exercisable for a minimum of 100,000 shares, and up to an additional 200,000 shares, of the Company's common stock, $0.0001 par value per

Cimnet Inc/Pa – VOTING AGREEMENT (September 14th, 2001)

EXHIBIT 99.5 [Execution Copy] VOTING AGREEMENT VOTING AGREEMENT, dated this 31st day of August, 2001, (this "Agreement") by and between Cimnet, Inc., a Delaware corporation (the "Company"), General Electric Company, a New York corporation, acting through its GE Power Systems business unit (the "Purchaser"), and John Richardson (the "Stockholder"). RECITALS: -------- WHEREAS, the Stockholder currently beneficially owns (as such term is used under the Securities Exchange Act of 1934, as amended, and the rules and regulations issued thereunder) the shares of common stock, par value $.0001 per share ("Shares"), of the Company shown on Schedule A. WHEREAS, as a condition of entering into that certain Preferred Stock and Warra

Cimnet Inc/Pa – PRESS RELEASES ISSUED ON APRIL 19, 2001 (April 19th, 2001)

EXHIBIT 1 PRESS RELEASES ISSUED ON APRIL 19, 2001 FOR IMMEDIATE RELEASE Press Contacts: John Richardson, CEO, CIMNET(R), Inc. 610-693-3114, ext. 3127, JOHNR@CIMNETINC.COM John Lipman, Lipman Capital Group 646-735-1297, PR@LIPMANGROUP.COM CIMNET EARNINGS AND REVENUES BEAT EXPECTATIONS ROBESONIA, PA--APRIL 9, 2001--CIMNET(R), Inc. (OTC BB: CIMK) today announced that it anticipates beating expectations for revenues and earnings for its first quarter ended March 31, 2001. Revenues for the quarter were $1.125 million, slightly above the previously released range of $1.0 million to

Cimnet Inc/Pa – STOCK PURCHASE AGREEMENT (April 28th, 2000)

[EXECUTION COPY] ================================================================================ STOCK PURCHASE AGREEMENT by and among CIMNET, INC. REALTIME INFORMATION SYSTEMS PTY LIMITED. and Sellers listed on the Signature page hereto Dated as of April 14, 2000 ================================================================================ CIMNET, INC. STOCK PURCHASE AGREEMENT TABLE OF CONTENTS PAGE 1. DEFINITIONS...............................................................1 2. PURCHASE AND SALE OF SHARES...............

Western Technology & Research Inc – AGREEMENT AND PLAN OF MERGER (January 27th, 1999)

AGREEMENT AND PLAN OF MERGER AMONG WESTERN TECHNOLOGY AND RESEARCH, INC. CIMNET ACQUISITION CORP. AND CIMNET, INC. DATED AS OF DECEMBER 30, 1998 TABLE OF CONTENTS Page ARTICLE I. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 SECTION 1.1. The Merger. . . . . . . . . . . . . . . . . . . . 7 SECTION 1.2. Closing.. . . . . . . . .