Who Vision Systems Inc /Fl – TECHNOLOGY SERVICES AGREEMENT (October 30th, 1998)Exhibit 10.13 TECHNOLOGY SERVICES AGREEMENT This Technology Services Agreement ("Agreement") is made as of 30 Sept., 1998 (the "Effective Date") by and between Philips Flat Panel Display (Philips FPD) Co. BV, which has its registered place of business at Professor Holstlaan 4, 5656 AA, The Netherlands (Philips Flat Panel Display (Philips FPD) Co. BV hereinafter referred to as "Philips") and Who? Vision Systems, Inc., having its place of business at 100 North Pointe Drive, Lake Forest, CA 92680 ("WhoVision"). WHEREAS, the parties are entering into a Technology Transfer Agreement of even date herewith (the "Technology Transfer Agreement") for the purpose of, among other things, Philips licensing and disclosing to WhoVision certain technology in the field of fingerprint sensors based on Philips proprietary amorphous silicon diode technology (the "Philips Technology") in order to s
Who Vision Systems Inc /Fl – SUPPLY AGREEMENT (October 30th, 1998)Exhibit 10.11 SUPPLY AGREEMENT This Agreement, effective as of September 29 1998 ("Effective Date"), by and between, WhoVision Systems, Inc., a corporation having its principal office at 100 North Pointe Drive, Lake Forest, CA 92630 and its wholly owned subsidiaries (hereinafter referred to as "WhoVision" or "Buyer") and Philips Flat Panel Display Co (Philips FPD) B.V., which has its principal place of business at Professor Holstlaan 4, 5656 AA, Eindhoven, the Netherlands (hereinafter referred to as "Philips" or "Seller"). WhoVision and Philips are sometimes referred to herein singularly as a "Party" and collectively as the "Parties." WHEREAS, Philips has considerable experience in the manufacture of glass-based components; WHEREAS, WhoVision is active in the field of design, development, manufacture and sale of a range of fingerprint sensor systems and is designing, with Phi
Who Vision Systems Inc /Fl – SERVICES AND STOCK PURCHASE AGREEMENT (October 30th, 1998)Exhibit 10.17 SERVICES AND STOCK PURCHASE AGREEMENT THIS SERVICES AND STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 30th day of September, 1998, by and between Philips Flat Panel Display (Philips FPD) Co. B.V., which has its registered place of business at Professor Holstlaan 4, 5656 AA, The Netherlands (hereinafter jointly referred to as "Philips"), WHO?VISION SYSTEMS, INC., having its place of business at 100 North Pointe Drive, Lake Forest, CA 92680 ("WhoVision"), and A3 VENTURES INCORPORATED, having its place of business at 27791 Edgerton Road, Los Altos Hills, California 94022 ("A3 Ventures"). R E C I T A L S A. Philips and WhoVision have entered into a Technology Transfer Agreement of even date herewith (the "Technology Agreement") pursuant to which Philips grants WhoVision broad access to its fingerprint sensor technology
Who Vision Systems Inc /Fl – Standby Underwriting Agreement (October 30th, 1998)WHO? VISION SYSTEMS, INC. 6,825,000 Shares of Common Stock ($.01 Par Value Per Share) Standby Underwriting Agreement [ ], 1998 Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202-5391 Janney Montgomery Scott Inc. 1801 Market Street Philadelphia, Pennsylvania 19103-1675 Ladies and Gentlemen: Who? Vision Systems, Inc., a Delaware corporation (the "Company"), Safeguard XL Capital, L.P., a Delaware limited partnership ("Safeguard XL Capital"), Safeguard Scientifics, Inc., a Pennsylvania corporation ("Safeguard (PA)" and together with Safeguard XL Capital, "Safeguard"), XL Vision, Inc., a Delaware corporation ("XL Vision"), and Applewood Associates, L.P. ("Applewood" together with Safeguard and XL Vision are collectively referred to herein as the "Selling Stockh
Who Vision Systems Inc /Fl – DISTRIBUTION AGREEMENT (October 30th, 1998)Exhibit 10.6 DISTRIBUTION AGREEMENT This Agreement is entered into by and between Who? Vision Systems, Inc., a Delaware corporation, with its principal place of business at 100 Northpointe Drive, Lake Forrest, California (hereafter referred to as "WVS"), and SILITEK Corporation, a Taiwanese corporation, with its principal place of business at 10F, 25 Tun Hwa Road, Sec. 1, Taipei, Taiwan, (hereafter referred to as "SILITEK"). BACKGROUND WHEREAS, WVS has certain expertise in fingerprint solutions and has proprietary technical information in the areas of fingerprint acquisition, processing and verification that may be used to create complete fingerprint solutions for the computer industry, and is developing a finger print module (hereafter referred to as "FPM"); WHEREAS, SILITEK has developed expertise for the packaging and selling of comp
Who Vision Systems Inc /Fl – TECHNOLOGY TRANSFER AGREEMENT (October 30th, 1998)Exhibit 10.12 TECHNOLOGY TRANSFER AGREEMENT BETWEEN WHO?VISION AND PHILIPS This Technology Transfer Agreement ("Agreement") is made as of September 30, 1998 (the "Effective Date") by and between Philips Flat Panel Display (Philips FPD) Co. BV, which has its registered place of business at Professor Holstlaan 4, 5656 AA, The Netherlands ("Philips") and Who?Vision Systems, Inc., having its place of business at 100 North Pointe Drive, Lake Forest, CA 92630 ("WhoVision"). RECITALS WHEREAS, WhoVision is active in the field of the development, manufacture, marketing and sale of fingerprint sensor systems based on WhoVision's proprietary technology named TactileSense, which uses polymers that transform capacitive coupling into light. WHEREAS, Philips is active in the development and manufacture of capacit
Who Vision Systems Inc /Fl – MANUFACTURING AGREEMENT (October 30th, 1998)Exhibit 10.5 MANUFACTURING AGREEMENT This Agreement is entered into by and between Who? Vision Systems, Inc., a Delaware corporation, with its principal place of business at 100 Northpointe Drive, Lake Forrest, California (hereafter referred to as "WVS"), and SILITEK Corporation, a Taiwanese corporation, with its principal place of business at 10F, 25 Tun Hwa Road, Sec. 1, Taipei, Taiwan, (hereafter referred to as "SILITEK"). BACKGROUND WHEREAS, WVS has certain expertise in fingerprint solutions and has proprietary technical information in the areas of fingerprint acquisition, processing and verification that may be used to create complete fingerprint solutions for the computer industry, and is developing a finger print module (hereafter referred to as "FPM"); WHEREAS, SILITEK has developed expertise in manufacturing computer related equipment and
Who Vision Systems Inc /Fl – UMBRELLA PURCHASE AGREEMENT (October 30th, 1998)Exhibit 10.10 CONFIDENTIAL UMBRELLA PURCHASE AGREEMENT (Standard Agreement for the Purchase of Products) This Agreement, effective as of September 30, 1998, by and between, WhoVision, Inc., a corporation having its principal office at 100 North Pointe Drive, Lake Forest, 92630 and its wholly owned subsidiaries (hereinafter referred to as "Supplier") and Philips Electronics North America Corporation, a corporation having its principal place of business at 1251 Avenue of the Americas, New York, NY, 10020, USA, for the purpose hereof acting through the Business Group Flat Panel Display which forms part of the worldwide Philips Components Division (hereinafter referred to as "Philips"). Philips is also acting on behalf of its affiliated companies. Philips and its affiliated
Who Vision Systems Inc /Fl – INVESTMENT AGREEMENT (October 30th, 1998)Exhibit 10.16 INVESTMENT AGREEMENT INVESTMENT AGREEMENT made as of the 30th day of September, 1998 by and between WHO? VISION SYSTEMS, INC., a corporation incorporated under the laws of the State of Delaware (the "Company"), and KONINKLIJKE PHILIPS ELECTRONICS N.V., a corporation incorporated under the laws of the Netherlands ("Purchaser"), acting on behalf of Philips Flat Panel Display (Philips FPD) Co. B.V. (Collectively, "Philips"). WHEREAS, the Company is active in the field of the development, manufacture, marketing and sale of fingerprint sensor systems based on the Company's proprietary technology named TactileSense, which uses polymers that transform capacitive coupling into light. WHEREAS, Philips is active in the development of capacitive and optical fingerprint sensors based on glass, more specifically the Philips proprietary amorphous silicon technology.
Who Vision Systems Inc /Fl – VALUE ADDED RESELLER AGREEMENT (October 30th, 1998)Exhibit 10.9 VALUE ADDED RESELLER AGREEMENT This Value Added Reseller Agreement by and between Who? Vision Systems, Inc., a Delaware corporation ("WVS"), and Integrated Visions, Inc., a Delaware corporation ("Reseller") is dated as of July 9, 1998 (the "Effective Date"). 1. BACKGROUND AND PURPOSE WVS develops and sells fingerprint sensor module hardware. Reseller is in the business of integrating fingerprint module hardware and software systems for resale to its non-retail customers. WVS desires to retain Reseller to market the WVS Module (as hereinafter defined) in conjunction with other software, hardware and/or systems integration services offered by Reseller, and Reseller desires to obtain the right to sell, deliver and install the WVS Module and the right to license certain computer software embodied in the WVS Module from WVS for integration into computer systems to be re
Who Vision Systems Inc /Fl – LICENSE AGREEMENT (October 30th, 1998)Exhibit 10.14 LICENSE AGREEMENT This Agreement is made and effective as of the Effective Date of the Technology Transfer Agreement (as defined in this License Agreement) by and between WhoVision Systems, Inc. ("WhoVision"), a United States corporation with offices at 100 North Pointe Drive, Lake Forest, CA 96280, USA, and Koninklijke Philips Electronics N.V. ("Philips"), a Dutch corporation with offices at Eindhoven, The Netherlands. WHEREAS, the parties have agreed to conclude a license agreement pursuant to which Philips grants licenses to WhoVision under certain patents of Philips to develop, manufacture, have manufactured and sell certain fingerprint sensors. NOW, THEREFORE, it is hereby agreed as follows: Article 1 Definitions For the purpose of this Agreement the following definitions shall apply: 1.
Who Vision Systems Inc /Fl – MANUFACTURING AGREEMENT (October 30th, 1998)Exhibit 10.3 MANUFACTURING AGREEMENT This Agreement is entered into by and between Who?Vision Systems, Inc., a Delaware corporation, with its principal place of business at 10315 102nd Terrace, Sebastian, Florida (hereafter referred to as "WVS"), and SPOT TECHNOLOGY, Inc., a Taiwanese corporation, with its principal place of business at No. 115 Community 4, Chang 16, Tung Kuang Li, Kuan Hsi Town, Hsinchu Hsien, Taiwan, ROC (hereafter referred to as "SPOT"). BACKGROUND WHEREAS, WVS has certain expertise in fingerprint solutions and has proprietary technical information in the areas of fingerprint acquisition, processing and verification that may be used to create complete fingerprint solutions for the computer industry, and is developing a finger print module (hereafter referred to as "FPM"); WHEREAS, SPOT has developed expertise in manufa
Who Vision Systems Inc /Fl – DISTRIBUTION AGREEMENT (October 30th, 1998)Exhibit 10.4 DISTRIBUTION AGREEMENT This Agreement is entered into by and between Who? Vision Systems, Inc., a Delaware corporation, with its principal place of business at 10315 102nd Terrace, Sebastian, Florida (hereafter referred to as "WVS"), and SPOT, Inc., a Taiwanese corporation, with its principal place of business at No. 115 Community 4, Chang 16, Tung Kuang Li, Kuan Hsi Town, Hsinchu Hsien, Taiwan, ROC, (hereafter referred to as "SPOT"). BACKGROUND WHEREAS, WVS has certain expertise in fingerprint solutions and has proprietary technical information in the areas of fingerprint acquisition, processing and verification that may be used to create complete fingerprint solutions for the computer industry, and is developing and will manufacture a finger print module (hereafter referred to as "FPM"); WHEREAS, SPOT has developed expe
Who Vision Systems Inc /Fl – ADMINISTRATIVE SERVICES AGREEMENT (July 16th, 1998)ADMINISTRATIVE SERVICES AGREEMENT --------------------------------- THIS AGREEMENT, dated as of this 21st day of May 1998, by and between SAFEGUARD SCIENTIFICS, INC., a Pennsylvania corporation, ("Safeguard"), XL VISIONS, INC., a Delaware corporation ("XL Vision") and WHO? VISIONS SYSTEMS, INC., a Delaware corporation, ("Company"). W I T N E S S E T H: -------------------- WHEREAS, Safeguard and XL Vision are willing to provide Company with certain administrative support services; and WHEREAS, Safeguard, XL Vision and Company have agreed to enter into an Administrative Services Agreement to reflect the parties' respective rights and obligations. NOW, therefore, the parties hereto, in consideration of their mutual covenants and intending to be legally bound, hereby agree as follows: 1. Services. Safeguard and XL Vision agree to provide (each ei
Who Vision Systems Inc /Fl – DIRECT CHARGE ADMINISTRATIVE SERVICES AGREEMENT (July 16th, 1998)DIRECT CHARGE ADMINISTRATIVE SERVICES AGREEMENT ----------------------------------------------- THIS AGREEMENT, dated as of this 9th_ day of December, 1997, by and between XL VISION, INC., a Delaware corporation, ("XL Vision") and WHO? VISION SYSTEMS, INC., a Delaware corporation, ("WHO"). WITNESSETH: ----------- WHEREAS, XL Vision is providing WHO with certain administrative support services; and WHEREAS, XL Vision and WHO have agreed to enter into an Administrative Services Agreement to reflect the parties' respective rights and obligations. NOW, therefore, the parties hereto, in consideration of their mutual covenants and intending to be legally bound, hereby agree as follows: 1. XL Vision agrees to provide (either directly or indirectly through its subsidiaries) to WHO for the term specified herein, administrative support services an
Who Vision Systems Inc /Fl – STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (July 16th, 1998)AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET [GRAPHIC OMITTED] 1. Basic Provisions ("Basic Provisions") 1.1 Parties: This Lease ("Lease"), dated for reference purposes only, January 8, 1998 is made by and between OLEN PROPERTIES CORP., A FLORIDA CORPORATION ("Lessor") and WHO? VISION SYSTEMS, INC., A DELAWARE CORPORATION, A SUBSIDIARY OF XL VISION, INC., A DELAWARE CORPORATION ("Lessee"), (collectively the "Parties," or individually a "Party"). 1.2 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, and commonly known by the street address of 100 North Pointe Drive, Lake Forest, CA 92630 located in the County of Orange, State of California,and generally described as (describe briefly the nature of the property) ("Premises"). (See Paragraph 2 for further provisions.) 1.3 Term: Five
Who Vision Systems Inc /Fl – AMENDED 1997 EQUITY COMPENSATION PLAN (July 16th, 1998)WHO? VISION SYSTEMS, INC. AMENDED 1997 EQUITY COMPENSATION PLAN The purpose of the Who? Vision Systems, Inc. 1997 Equity Compensation Plan (the "Plan") is to provide (i) designated employees of Who? Vision Systems, Inc. (the "Company") and its subsidiaries, (ii) certain Key Advisors and advisors who perform services for the Company or its subsidiaries and (iii) non-employee members of the Board of Directors of the Company (the "Board") with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock and performance units. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefiting the Company's shareholders, and will align the economic interests of the participants with those of the shareholders. 1. Administration (a) Committee. The Plan shall be administered
Who Vision Systems Inc /Fl – RESTATED CERTIFICATE OF INCORPORATION (July 16th, 1998)RESTATED CERTIFICATE OF INCORPORATION OF WHO? VISION SYSTEMS, INC. Who? Vision Systems, Inc., a Delaware corporation, hereby certifies as follows: FIRST. The name of the corporation is Who? Vision Systems, Inc. The date of filing of its original Certificate of Incorporation with the Secretary of State was June 30, 1997. SECOND. This Restated Certificate of Incorporation amends, restates and integrates the provisions of the Certificate of Incorporation of said corporation and has been duly adopted Delaware by majority vote of the holders of all of the outstanding stock entitled to vote thereon in accordance with the provisions of Section 242 and 245 and all other applicable provisions of the General Corporation Law of the State of Delaware. THIRD. The text of the Certificate of Incorporation is hereby amended and restated to read herein as set forth in full
