Logical Design Solutions Inc Sample Contracts

Logical Design Solutions Inc – SOFTWARE CHANNEL PROGRAM AGREEMENT (April 6th, 2000)

EXHIBIT 10.12 SUN MICROSYSTEMS, INC. SOFTWARE CHANNEL PROGRAM AGREEMENT (United States and Canada) This Sun Software Channel Program Agreement ("Agreement") and the Sun Channel Program Guide ("Guide") contain the terms applicable to participants in the Sun Software Channel Program. The terms of Section A and B below apply to participants which resell Sun software products. For other participants which do not resell Sun Software products, such as consultants and systems integrators, only the terms of Section B apply. Upon Sun Microsystems, Inc. ("Sun") issuing to the undersigned applicant ("Applicant") an authorization number ("Authorization"), Sun appoints Applicant as a nonexclusive "Authorized Software Partner" or "Authorized Software Enterprise Partner" as indicated by the Authorization. Section A 1.0) Obligations. Applicant agre

Logical Design Solutions Inc – AND WARRANT PURCHASE AGREEMENT (April 6th, 2000)

EXHIBIT 10.1 LOGICAL DESIGN SOLUTIONS, INC. 9% SENIOR SUBORDINATED DEBENTURE AND WARRANT PURCHASE AGREEMENT Dated as of March 19, 1997 LOGICAL DESIGN SOLUTIONS, INC. 9% SENIOR SUBORDINATED DEBENTURE AND WARRANT PURCHASE AGREEMENT Dated as of March 19, 1997 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE OF SENIOR DEBENTURES AND WARRANTS 1.1 Purchase and Sale of Subordinated Debentures...................... 1 1.2 Issuance of Warrants.............................................. 1 1.3 Investment Units.................................................. 1 1.4 Warrant Shares................................

Logical Design Solutions Inc – STOCK PURCHASE AGREEMENT (April 6th, 2000)

EXHIBIT 2.1 _________________________________ STOCK PURCHASE AGREEMENT among Allan Von Dette and William Engel, on the one hand, and Logical Design Solutions, Inc., on the other hand. ___________________________________________________ Dated as of November 10, 1999 ___________________________________________________ Table of Contents Page ---- 1. Purchase and

Logical Design Solutions Inc – AGREEMENT OF LEASE (April 6th, 2000)

EXHIBIT 10.10 AGREEMENT OF LEASE between MSGW MADISON, L.L.C., Landlord and LOGICAL DESIGN SOLUTIONS, INC. Tenant 131 MADISON AVENUE MORRISTOWN, NEW JERSEY TABLE OF CONTENTS ----------------- PAGE ---- Preamble (Basic Provisions and Definitions)...........................1 1. Demised Premises, Term, and Purpose..........................3 2. Rent.........................................................4 3.

Logical Design Solutions Inc – Subcontractor Master Consulting Agreement SPS: 7787 (April 6th, 2000)

EXHIBIT 10.13 Sun Professional Services Subcontractor Master Consulting Agreement SPS: 7787 ---- This Subcontractor Master Consulting Agreement ("Agreement") is entered into on 1-18-2000, 19__ (the "Effective Date"), by and between Sun Microsystems, Inc., --------- with its principal place of business at 901 San Antonio Road, Palo Alto, CA 94303 (hereinafter referred to as "Sun") and Logical Design Solutions with its ------------------------ principal place of business at 55 Broadway 21st Floor, NY, NY 10006 (hereinafter ------------------------------------ referred to as "Subcontractor"). This Agreement contains the full agreement of the parties and supersedes any prior agreements, written or oral, between the parties relating to this su

Logical Design Solutions Inc – LEASE AGREEMENT (April 6th, 2000)

EXHIBIT 10.11 ______________________________ LEASE AGREEMENT ______________________________ BANK OF COMMUNICATIONS as Landlord, and LOGICAL DESIGN SOLUTIONS, INC. as Tenant ______________________________ PREMISES: TWENTY-FIRST and TWENTY-SECOND FLOORS ONE EXCHANGE PLAZA NEW YORK, NEW YORK ______________________________ PREPARED BY: PARKER DURYEE ROSOFF & HAFT, P.C. 529 Fifth Avenue

Logical Design Solutions Inc – SHAREHOLDERS AGREEMENT (March 3rd, 2000)

EXHIBIT 10.3 SHAREHOLDERS AGREEMENT AGREEMENT, made as of the 19th day of March, 1997, by and among Logical Design Solutions, Inc., a New Jersey corporation (the "Company"), Mary Kay Brooks, Darren Bryden (individually, a "Management Shareholder" and collectively, the "Management Shareholders"), and Summit Ventures IV, L.P. "Summit Investors III, L.P. and Paul F. Lozier (individually an "Investor" and collectively, the "Investors" and, together with the Management Shareholders, the "Shareholders"). WHEREAS, the Investors are acquiring 9% Senior Subordinated Debentures and Warrants (the "Warrants") to purchase an aggregate of 215,000 shares of common stock, no par value per share, of the Company (the "Common Stock"), pursuant to the terms of a 9% Senior Subordinated Debenture and Warrant Purchase Agreement dated as of the date hereof among the Company, the Investors and cer

Logical Design Solutions Inc – 2000 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS (March 3rd, 2000)

EXHIBIT 10.9 LOGICAL DESIGN SOLUTIONS, INC. 2000 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS 1. Purposes of the Plan. The purposes of this Stock Plan for Non-Employee Directors are: to attract and retain the best available non-employees to serve as members of the Board, to provide additional incentive to such Directors, and to promote the success of the Company's business. Options granted under the Plan will be Nonqualified Stock Options. 2. Definitions. As used herein, the following definitions shall apply: 2.1 "Administrator" means the Board, which shall administer the Plan in accordance with Section 4 of the Plan. 2.2 "Applicable Laws" means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system

Logical Design Solutions Inc – AND WARRANT PURCHASE AGREEMENT (March 3rd, 2000)

EXHIBIT 10.1 LOGICAL DESIGN SOLUTIONS, INC. 9% SENIOR SUBORDINATED DEBENTURE AND WARRANT PURCHASE AGREEMENT Dated as of March 19, 1997 LOGICAL DESIGN SOLUTIONS, INC. 9% SENIOR SUBORDINATED DEBENTURE AND WARRANT PURCHASE AGREEMENT Dated as of March 19, 1997 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE OF SENIOR DEBENTURES AND WARRANTS 1.1 Purchase and Sale of Subordinated Debentures...................... 1 1.2 Issuance of Warrants.............................................. 1 1.3 Investment Units.................................................. 1 1.4 Warrant Shares................................

Logical Design Solutions Inc – STOCK PURCHASE AGREEMENT (March 3rd, 2000)

EXHIBIT 10.6 _________________________________ STOCK PURCHASE AGREEMENT among Allan Von Dette and William Engel, on the one hand, and Logical Design Solutions, Inc., on the other hand. ___________________________________________________ Dated as of November 10, 1999 ___________________________________________________ Table of Contents Page ---- 1. Purchase an

Logical Design Solutions Inc – REDEMPTION AGREEMENT (March 3rd, 2000)

EXHIBIT 10.5 REDEMPTION AGREEMENT -------------------- This Redemption Agreement (this "Agreement") is dated as of the 19th day of March, 1997 by and among Logical Design Solutions, Inc., a New Jersey corporation (the "Company"), and the persons set forth on Schedule 1.1 (each an ------------ "Investor" and collectively the "Investors"). Pursuant to the terms of a 9% Senior Subordinated Debenture and Warrant Purchase Agreement of even date (the "Purchase Agreement"), the Investors have acquired warrants (the "Warrants") to purchase an aggregate of 215,000 shares of the common stock, no par value per share, of the Company. Capitalized terms used herein and not otherwise defined in this Agreement shall have the meanings assigned to them in the Purchase Agreement. In consideration of

Logical Design Solutions Inc – 1999 STOCK PLAN (March 3rd, 2000)

EXHIBIT 10.8 AMENDED AND RESTATED LOGICAL DESIGN SOLUTIONS, INC. 1999 STOCK PLAN 1. Purposes of the Plan. The purposes of this Stock Plan are: to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants, and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonqualified Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: 2.1 "Administrator" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan. 2.2 "Applicable Laws" means

Logical Design Solutions Inc – 1997 STOCK PLAN (March 3rd, 2000)

EXHIBIT 10.7 LOGICAL DESIGN SOLUTIONS, INC. 1997 STOCK PLAN 1. Purposes of the Plan. The purposes of this Stock Plan are: to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants, and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may 41so be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan. (b) "Applicable Laws" means the requirements relating to the admini

Logical Design Solutions Inc – WARRANT AGREEMENT (March 3rd, 2000)

EXHIBIT 10.2 WARRANT AGREEMENT LOGICAL DESIGN SOLUTIONS, INC. DATED AS OF March 19, 1997 WARRANT AGREEMENT Table of Contents Page ---- 1. Issue of Warrant to Purchasers, Form of Warrants................. 3 2. Registration..................................................... 3 3. Transfer of Warrants............................................. 4 4. Term; Exercise................................................... 4 5. Surrender of Warrant Certificates................................ 5 6. Mutilated or Missing Warrant Certificate......................... 5

Logical Design Solutions Inc – REGISTRATION RIGHTS AGREEMENT (March 3rd, 2000)

EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT AGREEMENT, made as of the 19th day of March, 1997, by and among LOGICAL DESIGN SOLUTIONS, INC., a New Jersey corporation (the "Company"), and those persons set forth on Schedule I as Investors (each an "Investor" and ---------- collectively the "Investors"). WHEREAS, the Investors are acquiring warrants ("Warrants") to acquire an aggregate of 215,000 Shares of Common Stock, no par value per share, of the Company (the "Common Stock"), pursuant to the terms of a 9% Senior Subordinated Debenture and Warrant Purchase Agreement dated as of the date hereof among the Company, the Investors and certain shareholders of the Company (the "Purchase Agreement"); and WHEREAS, it is a condition to the obligations of the Investors under the Purchase Agreement that this Agreement be executed by the parties hereto in order to p

Logical Design Solutions Inc – CERTIFICATE OF INCORPORATION (March 3rd, 2000)

EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF LOGICAL DESIGN SOLUTIONS, INC. * * * * * THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows: ARTICLE I. The name of the corporation (which is hereinafter referred to as the "Corporation") is: Logical Design Solutions, Inc. ARTICLE II. The registered office of the Corporation is to be located at Corporation Trust Center, 1209 Orange Street in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The