Signalsoft Corp Sample Contracts

Signalsoft Corp – GAAP......................................................................... 15 Governmental Entity.......................................................... 14 HSR Act...................................................................... 14 Indebtedness................................................................. 13 Indemnified Parties.......................................................... 44 Independent Directors........................................................ 5 Initial Expiration Date...................................................... 2 Intellectual Property.............. (May 30th, 2002)

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG OPENWAVE SYSTEMS INC. SAPPHIRE ACQUISITION CORP. AND SIGNALSOFT CORPORATION DATED AS OF MAY 28, 2002 INDEX OF DEFINED TERMS Acquisition Agreement........................................................ 41 Acquisition Proposal......................................................... 39 affiliates................................................................... 51 Agreement.................................................................... 1 Appointment Time............................................................. 4 Assignee..................................................................... 53 Balance Sheet Date........................................................... 15 Certificate of Merger........................................................ 6 Certificates................................................................. 9 Closing...................................................................... 6 Closing Date.....

Signalsoft Corp – PAGE ---- TRIPLE NET LEASE SUMMARY ............................................ ......................................i 1. PROPERTY - LEASED PREMISES/SQUARE FOOTAGE ...........................................................1 2. TERM .. ............................................................................... ...............1 3. RENT ...................................................... ..........................................2 4. SECURITY DEPOSIT ............... .....................................................................4 5. TAXES - REAL PROPERTY SPECIAL ASSESSMENTS - RESPONSIBI (March 15th, 2002)

EXHIBIT 10.13 LEASE AGREEMENT by and between 5665 FLATIRON PARKWAY, LTD. LANDLORD and SIGNALSOFT CORPORATION TENANT LEASE SUMMARY (Triple Net) 1. Landlord: 5665 FLATIRON PARKWAY, LTD. 2. Landlord's Address (P. 39): 7490 Clubhouse Road, #201 Boulder, Colorado 80301 3. Tenant: SIGNALSOFT CORPORATION 4. Tenant's Address (P. 39): 5665 FLATIRON PARKWAY BOULDER, CO 80302 5. Building and Other 5665 FLATIRON PARKWAY Improvements (P. 1 A): BOULDER, CO 80302 6. Leased Premises (P. 1 A): As set forth on the plan drawing attached hereto as Exhibit A. 7. Rentable Square Footage 41,345 approximate square feet in Premises (P. 1 B): 8. Tenant's Pro Rata Share: 100.0% 9. Base Rent (P. 3 A): $17.50 NNN per sq.ft./yr. 10. Base Rent Adjustment (P. 3 A): Base Rent shall adjust on the first anniversary date annually Three Percent (3.0%) 11. Rent Concessions: None 12. Security Deposit (P. 4): Equal to the first month's base rent. 13. Irrevocable Letter of Credit: In an amount equal to $375,000.00; decreasing

Signalsoft Corp – THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ---------------------------- ---------------------------- 2001 2000 2001 2000 ------------ ------------ ------------ ------------ Revenue: License fees $ 3,079,740 $ 2,791,156 $ 12,416,823 $ 3,537,061 Maintenance fees 101,046 83,201 282,087 151,401 Professional service and other 614,589 326,952 1,106,312 1,137,855 ------------ ------------ ------------ ------------ Total revenue 3,795,375 3,201,309 13,805,222 4,826,317 Cost of revenue 1,732,699 1,003,772 3,391,266 1,615,331 ------------ ------------ ------------ ------------ Gross profit 2, (August 2nd, 2001)
Signalsoft Corp – SHARE PURCHASE AGREEMENT (May 29th, 2001)

1 Exhibit 2.2 --------------------------------- SHARE PURCHASE AGREEMENT RELATING TO THE SALE OF MOBILEPOSITION AB --------------------------------- by and between THE SEVERAL PERSONS LISTED IN SCHEDULE A and SIGNALSOFT CORPORATION DATED 25 MAY 2001 2 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (the "Agreement") is made and entered into on 25 May 2001 by and between: (1) SIGNALSOFT CORPORATION a company incorporated in the state of Delaware and having its principal place of business at 1495 Canyon Boulevard, Boulder, Colorado 80302 USA ("Purchaser"); and (2)

Signalsoft Corp – REGISTRATION RIGHTS AGREEMENT (May 29th, 2001)

1 EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 25, 2001 AMONG SIGNALSOFT CORPORATION AND THE HOLDERS 2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of May 25, 2001, is between SIGNALSOFT CORPORATION, a Delaware corporation (the "CORPORATION"), and the persons and entities listed on Schedule A attached hereto (collectively "HOLDERS"). WHEREAS, concurrently with the execution of this Agreement, Holders have acquired shares of common stock, $.001 par value (the "COMMON STOCK"), of the Corporation in a transaction consummated pursuant to two forms of Share Purchase Agreements of even date herewith among such Ho

Signalsoft Corp – SHARE PURCHASE AGREEMENT (May 29th, 2001)

1 Exhibit 2.1 SHARE PURCHASE AGREEMENT BY AND BETWEEN EUROPEAN DIGITAL PARTNERS LTD FOUNDERS QINO FLAGSHIP LTD ALPHA VENTURE CAPITAL FUND MANAGEMENT S.A. AND OTHERS AND SIGNALSOFT CORPORATION 2 Share Purchase Agreement - mobilePosition SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT is made and entered into on 25 May 2001 by and between (1) The persons set out in Schedule A, hereinafter jointly referred to as "Founders"; (2) European Digital Partners Ltd, a company duly incorporated and organised under the laws of Island of Jersey, having its p

Signalsoft Corp – NON-QUALIFIED STOCK OPTION PLAN (January 26th, 2001)

1 EXHIBIT 10.2 ================================================================================ SIGNALSOFT CORPORATION NON-QUALIFIED STOCK OPTION PLAN (EFFECTIVE NOVEMBER 22, 2000) ================================================================================ 2 TABLE OF CONTENTS Page ---- ARTICLE I - INTRODUCTION...................................................1 1.1 ESTABLISHMENT..................................................1 1.2 PURPOSES.......................................................1 1.3 EFFECTIVE DATE..........

Signalsoft Corp – INDEMNIFICATION AGREEMENT (July 14th, 2000)

1 EXHIBIT 10.10 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into as of the ____ day of ________, 2000, by and between SignalSoft Corporation, a Delaware corporation (the "Company"), and _________________ (the "Indemnitee"). RECITALS: A. The Company desires the benefits of having Indemnitee serve as an officer and/or director secure in the knowledge that any expenses, liability and/or losses incurred by him in his good faith service to the Company will be borne by the Company or its successors and assigns. B. Indemnitee is willing to serve in his position with the Company only on the condition that he be indemnified for such expenses, liability and/or losses. C. The Company and Indemnitee recognize the increasing dif

Signalsoft Corp – EQUITY INCENTIVE PLAN (July 14th, 2000)

1 EXHIBIT 10.9 ================================================================================ SIGNALSOFT CORPORATION EQUITY INCENTIVE PLAN (EFFECTIVE __________, 2000) ================================================================================ 2 SIGNALSOFT CORPORATION EQUITY INCENTIVE PLAN ARTICLE I INTRODUCTION 1.1 ESTABLISHMENT. SignalSoft Corporation, a Delaware corporation, hereby establishes the SignalSoft Corporation Equity Incentive Plan (the "Plan") for certain employees of the Company (as defined in subsection 2.1(f)) and certain consultants to the Company, effective ___________, 2000. The Plan permits the grant of incentive stock option

Signalsoft Corp – Underwriting Agreement (July 14th, 2000)

1 EXHIBIT 1.1 SignalSoft Corporation Shares(a) Common Stock ($.001 par value) Underwriting Agreement New York, New York , 2000 Salomon Smith Barney Inc. Donaldson, Lufkin & Jenrette Securities Corporation Lehman Brothers Inc. As Representatives of the several Underwriters, c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: SignalSoft Corporation, a corporation organized under the laws of Delaware (the "Company"), proposes to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representatives") are acting as repres

Signalsoft Corp – 1495 CANYON BUILDING LEASE INDEX (June 8th, 2000)

1 EXHIBIT 10.6 1495 CANYON BUILDING LEASE INDEX 1. BASIC LEASE PROVISIONS PAGE 1 2. DEMISE OF PREMISES PAGE 2 3. USE PAGE 2 4. PAYMENT OF FIXED RENT PAGE 3 5. ADDITIONAL RENT PAGE 3 6 QUIET ENJOYMENT PAGE 8 7. ACCEPTANCE OF PREMISES PAGE 8 8. ACCESS TO PREMISES PAGE 8 9. ALTERATIONS BY TENANT PAGE 9 10. MAINTENANCE AND REPAIRS PAGE 10 11. MECHANICS' LIENS PAGE 1

Signalsoft Corp – CERTIFICATE OF INCORPORATION (June 8th, 2000)

1 EXHIBIT 3.1 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIGNALSOFT CORPORATION (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) SIGNALSOFT CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "GCL"), DOES HEREBY CERTIFY: 1. The name of the corporation is SignalSoft Corporation. The date of filing of the original Certificate of Incorporation with the Secretary of State was October 24, 1998. A Restated Certificate of Incorporation was filed with the Secretary of State on December 20, 1999. 2. This Second Amended and Restated Certificate of Incorporation was duly adopted by the Directors and St

Signalsoft Corp – NON-QUALIFIED STOCK OPTION PLAN (June 8th, 2000)

1 EXHIBIT 10.7 SIGNALSOFT CORP. NON-QUALIFIED STOCK OPTION PLAN ("NSO Plan") 1. PURPOSE. (a) The purpose of this Plan (the "Plan") is to provide a means by which employees (including officers) of, directors of, and consultants and advisors to SignalSoft Corp. (the "Company" or the "Corporation") or its Affiliates, as defined in subparagraph 1(b), may be given an opportunity to purchase stock of the Company. (b) The word "Affiliate" as used in the Plan means any parent corporation or subsidiary corporation of the Company as those terms are defined in sections 425(e) and (f), respectively, of the Internal Revenue Code of 1954, as amended (the "Code"). (c) The Company, by means of the Plan, seeks to retain the services of persons now holding positions in connection wit

Signalsoft Corp – FORM OF STOCK OPTION GRANT AGREEMENT (June 8th, 2000)

1 EXHIBIT 10.8 FORM OF STOCK OPTION GRANT AGREEMENT THIS STOCK OPTION GRANT AGREEMENT, dated as of the day of , 199 , between SignalSoft Corporation, a Delaware corporation (the "Company"), and , (the "Option Holder"). The Company desires, by affording the Option Holder an opportunity for investment in shares of its common stock (the "Common Stock"), to further the objectives of the Company's Non-Qualified Stock Option Plan, a copy of which is attached hereto as Exhibit A (the "Plan" or the "NSO Plan"), by providing a special incentive to the Option Holder to continue his or her services to the Company and to increase his or her efforts on behalf of the Company. (Terms capitalized but not defined herein are used as defined in the Plan.) The parties, in consideration of the mutual covenants herein set forth, agree as follows: 1. Form of Stock Option. Upo

Signalsoft Corp – AMENDMENT TWO TO 8/1/96 INVESTORS' RIGHTS AGREEMENT (April 13th, 2000)

1 EXHIBIT 10.5 AMENDMENT TWO TO 8/1/96 INVESTORS' RIGHTS AGREEMENT OF SIGNALSOFT CORPORATION THIS AMENDMENT, is entered into as of this December 15, 1999, by and among SignalSoft Corporation, a Delaware corporation (the "Company"), the undersigned investors who comprise all of the holders of the Company's Series A Preferred Stock (the "Series A Investors"), all of the holders of the Company's Series B Preferred Stock (the "Series B Investors"), the Company's three founders -- David Hose, Mark Flolid, and Jim Fitch (individually a "Founder" and collectively the "Founders") -- and the investors listed on Exhibit A hereto as that Exhibit A now exists and may hereafter be added to in accordance with the provisions of paragraph 1.2(c) of that certain SignalSoft Corporation Series C Preferred Stock Purchase Agreement of even date

Signalsoft Corp – PURCHASE AGREEMENT (April 13th, 2000)

1 EXHIBIT 10.2 PURCHASE AGREEMENT AMONG SIGNALSOFT CORPORATION, SIGNALSOFT NS CO., AND THE SHAREHOLDERS OF BFOUND.COM SERVICES, INC. AS OF MARCH 22, 2000 2 This Purchase Agreement is entered into as of March 22, 2000 among SignalSoft Corporation, a Delaware corporation ("SignalSoft"), SignalSoft NS Co., an unlimited company formed under the laws of Nova Scotia (the "Acquiror"), and Anthony L. Melli, Tideline Investments SRL, Exceptional Technologies Fund 4 (VCC), Inc., Exceptional Technologies Fund 5 (VCC), Inc. Kevin Buckham, Mark Insley, Mark Lyle, Andrew Kyle, Sharisse K

Signalsoft Corp – AMENDMENT ONE TO 8/1/96 INVESTORS' RIGHTS AGREEMENT (April 13th, 2000)

1 EXHIBIT 10.4 AMENDMENT ONE TO 8/1/96 INVESTORS' RIGHTS AGREEMENT OF SIGNALSOFT CORP. THIS AMENDMENT, is entered into as of this 22nd day of January, 1998, by and among SignalSoft Corp., a Colorado corporation (the"Company"), the undersigned investors who comprise all of the holders of the Company's Series A Preferred Stock (the "Series A Investors"), the Company's three founders -- David Hose, Mark Flolid, and Jim Fitch (individually a "Founder" and collectively the "Founders") -- and the investors listed on Exhibit A hereto as that Exhibit A now exists and may hereafter be added to in accordance with the provisions of paragraph 1.2(c) of that certain SignalSoft Corp. Series B Preferred Stock Purchase Agreement of even date herewith (the "Series B Purchase Agreement") by and among the Company and the investors listed

Signalsoft Corp – SERIES C PREFERRED STOCK PURCHASE AGREEMENT (April 13th, 2000)

1 EXHIBIT 10.1 SIGNALSOFT CORPORATION SERIES C PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 15, 1999 2 SIGNALSOFT CORPORATION SERIES C PREFERRED STOCK PURCHASE AGREEMENT This Series C Preferred Stock Purchase Agreement (the "Series C Purchase Agreement" or the "Agreement") is made as of December 15, 1999 by and among SignalSoft Corporation, a Delaware corporation (the "Company") and the purchasers/investors listed on Exhibit A attached hereto (each a "Purchaser" or "Investor" and together the "Purchasers", "Investors" or "Purchasers/Investors"). The parties hereby agree as follows: 1. PURCHASE AND SALE OF PREFERRED STOCK. 1.1 SALE AND ISSUA

Signalsoft Corp – INVESTORS' RIGHTS AGREEMENT (April 13th, 2000)

1 EXHIBIT 10.3 SIGNALSOFT CORP. INVESTORS' RIGHTS AGREEMENT AUGUST 1, 1996 2 SIGNALSOFT CORP. INVESTORS' RIGHTS AGREEMENT This Investors' Rights Agreement (the "Agreement") is made as of the 1st day of August, 1996 by and among SignalSoft Corp., a Colorado corporation (the "Company"), the investors listed on Exhibit A hereto, each of which is herein referred to as an "Investor," and David Hose, Mark Flolid and Jim Fitch, each of whom is herein referred to as a "Founder". RECITALS The Company and the Investors have entered into a Series A Preferred Stock Purchase Agreement (the "Purchase Agreement") of even date herewith pursuant to which the Company desires to sell to the Investors and the Inves

Signalsoft Corp – POWER OF ATTORNEY (April 13th, 2000)

1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David A. Hose and Andrew M. Murray, and each of them, his attorneys-in-fact, with full power of substitution, for him in any and all capacities, to sign a registration statement to be filed with the Securities and Exchange Commission (the "Commission") on Form S-1 in connection with the offering by SignalSoft Corporation, a Delaware corporation (the "Company"), of securities ("Securities"), and all amendments (including post-effective amendments) thereto and any abbreviated registration statement in connection with this Registration Statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission; and to sign all documents in