Network Engines Inc Sample Contracts

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Exhibit 10.18 Network Engines ---------------
Lease Agreement • June 19th, 2000 • Network Engines Inc • Services-prepackaged software
6,325,000 Shares NETWORK ENGINES, INC. Common Stock UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • July 10th, 2000 • Network Engines Inc • Services-prepackaged software • New York
BY AND AMONG
Agreement and Plan of Merger • December 21st, 2000 • Network Engines Inc • Services-prepackaged software • Delaware
RECITALS
Loan Modification Agreement • April 7th, 2000 • Network Engines Inc
BY AND AMONG
Agreement and Plan of Merger • November 15th, 2002 • Network Engines Inc • Services-prepackaged software • Delaware
ARTICLE I
Reimbursement Agreement • February 13th, 2001 • Network Engines Inc • Services-prepackaged software • Massachusetts
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 9th, 2010 • Network Engines Inc • Services-prepackaged software • Delaware

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and NETWORK ENGINES, INC., a Delaware corporation with offices at 25 Dan Road, Canton, Massachusetts 02021 (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement, dated as of October 11, 2007, by and between Borrower, Alliance Systems Inc. (“Alliance”), and Bank, as amended by that certain First Loan Modification Agreement dated as of August 1, 2008, between Borrower, Alliance, and Bank. The parties agree as follows:

AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 21st, 2001 • Network Engines Inc • Services-prepackaged software • Delaware
NETWORK ENGINES, INC. Executive Retention Agreement
Executive Retention Agreement • October 17th, 2008 • Network Engines Inc • Services-prepackaged software • Massachusetts

THIS EXECUTIVE RETENTION AGREEMENT by and between Network Engines, Inc., a Delaware corporation (the “Company”), and Charles N. Cone III (the “Executive”) is made as of October 12, 2008 (the “Effective Date”).

AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 18, 2012 BY AND AMONG NETWORK ENGINES, INC., UNICOM SYSTEMS, INC., AND UNICOM SUB TWO, INC.
Agreement and Plan of Merger • June 20th, 2012 • Network Engines Inc • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 18, 2012 (this “Agreement”), by and among UNICOM SYSTEMS, INC. a California corporation (“Parent”), UNICOM SUB TWO, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and NETWORK ENGINES, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

EMPLOYMENT AGREEMENT
Employment Agreement • May 15th, 2001 • Network Engines Inc • Services-prepackaged software • Massachusetts

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 21st day of March, 2001, is entered into by Network Engines, Inc., a Delaware corporation with its principal place of business at 25 Dan Road, Canton, Massachusetts 02021-2817 (the “Company”), and John Curtis, an individual residing at 9 Parmenter Road, Framingham, Ma. 01701 (the “Employee”).

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NETWORK ENGINES, INC. Amended and Restated Executive Retention Agreement
Retention Agreement • January 6th, 2009 • Network Engines Inc • Services-prepackaged software • Massachusetts

THIS AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT (the “Agreement”) by and between Network Engines, Inc., a Delaware corporation (the “Company”), and Charles N. Cone III (the “Executive”) is made as of December 30, 2008 (the “Effective Date”). This Agreement amends, restates and supersedes, in its entirety, the Executive Retention Agreement dated October 12, 2008, previously in effect between the parties hereto.

Purchase Agreement For Product Between NETWORK ENGINES, INC. And EMC CORPORATION
Network Engines Inc • May 14th, 2002 • Services-prepackaged software • Massachusetts
THIRD LOAN MODIFICATION AGREEMENT
Third Loan Modification Agreement • May 10th, 2012 • Network Engines Inc • Services-prepackaged software

This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of , 2012, but is effective as of March 31, 2012, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and NETWORK ENGINES, INC., a Delaware corporation with its chief executive office located at 25 Dan Road, Canton, Massachusetts 02021 (“Borrower”).

TRANSACTION BONUS AGREEMENT
Transaction Bonus Agreement • June 20th, 2012 • Network Engines Inc • Services-prepackaged software • Massachusetts

This Transaction Bonus Agreement (the “Agreement”), by and between Network Engines, Inc., a Delaware corporation (the “Company”) and Douglas G. Bryant (the “Executive”) is dated June 18, 2012.

PLEDGE AGREEMENT
Pledge Agreement • May 15th, 2001 • Network Engines Inc • Services-prepackaged software • Massachusetts

THIS PLEDGE AGREEMENT (as amended from time to time, this “Agreement”), dated as of April 9, 2001, is made by Rene E. Thibault (“Pledgor”), in favor of Network Engines, Inc., a Delaware corporation (“Secured Party”).

NETWORK ENGINES, INC. Executive Retention Agreement
Executive Retention Agreement • December 23rd, 2003 • Network Engines Inc • Services-prepackaged software • Massachusetts

THIS EXECUTIVE RETENTION AGREEMENT by and between Network Engines, Inc., a Delaware corporation (the “Company”), and Jeffrey A. Brandes (the “Executive”) is made as of November 11, 2002 immediately after the Effective Time as defined in the Merger Agreement (the “Effective Date”).

FOURTH LOAN MODIFICATION AGREEMENT
Fourth Loan Modification Agreement • June 25th, 2012 • Network Engines Inc • Services-prepackaged software

This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of , but is effective as of June 30, 2012, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and NETWORK ENGINES, INC., a Delaware corporation with its chief executive office located at 25 Dan Road, Canton, Massachusetts 02021 (“Borrower”).

SUBLEASE
Network Engines Inc • August 14th, 2001 • Services-prepackaged software
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Agreement Between EMC Corporation and TidalWire Incorporated (Rev. 1, 5/4/01)
Purchase Agreement • December 23rd, 2003 • Network Engines Inc • Services-prepackaged software • Massachusetts

This Agreement (the “Agreement”), is entered into by and between EMC Corporation (“EMC”), a Massachusetts corporation with a principal place of business in Hopkinton, MA and TidalWire, Inc. (“TidalWire”), Massachusetts incorporation with a principal place of business in Westborough, MA.

SECOND LOAN MODIFICATION AGREEMENT
Second Loan Modification Agreement • December 14th, 2011 • Network Engines Inc • Services-prepackaged software

This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 13, 2011, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and NETWORK ENGINES, INC., a Delaware corporation with its chief executive office located at 25 Dan Road, Canton, Massachusetts 02021 (“Borrower”).

PLEDGE AGREEMENT
Pledge Agreement • May 15th, 2001 • Network Engines Inc • Services-prepackaged software • Massachusetts

THIS PLEDGE AGREEMENT (as amended from time to time, this “Agreement”), dated as of April 6, 2001, is made by Timothy J. Dalton (“Pledgor”), in favor of Network Engines, Inc., a Delaware corporation (“Secured Party”).

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Amendment No. 2. to Purchase Agreement
Purchase Agreement • May 10th, 2011 • Network Engines Inc • Services-prepackaged software

This Amendment No. 2 (“the Amendment”) to the Purchase Agreement (the “Agreement”) dated February 5, 2002 by and among Network Engines, Inc. (“NEI”), a corporation organized under the laws of the State of Delaware, U.S.A., and having its principal place of business at 25 Dan Road, Canton, Massachusetts 02021 and EMC Corporation, (“EMC”), a Massachusetts corporation having its principal place of business at 176 South St., Hopkinton, MA. 01748 is made this 18th day of February 2011 by and between NEI and EMC and commences on the date accepted and executed by both parties (“Effective Date”).

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Amendment #1 to Purchase Agreement Between Network Engines, Inc and EMC Corporation
Network Engines Inc • May 10th, 2011 • Services-prepackaged software

Whereas, Network Engines Inc. (“Network Engines”) and EMC Corporation (“EMC”) entered into a Purchase Agreement for Product, dated February 5, 2002 (the “Agreement”) under which EMC purchases certain Products from Network Engines: and

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