UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
Pelion Systems, Inc., a Colorado corporation (the “Company”), hereby confirms its agreement with you (the “Underwriter”) as follows:
PELION SYSTEMS, INC. AND CORPORATE STOCK TRANSFER, INC. Warrant Agent WARRANT AGREEMENT Dated as of , 2002Warrant Agreement • August 2nd, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS WARRANT AGREEMENT dated as of , 2002, is between Pelion Systems, Inc. (the “Company”), a Colorado corporation, and Corporate Stock Transfer, Inc. (called, as well as any successor acting as warrant agent under this Agreement, the “Warrant Agent”).
PROCEEDS ESCROW AGREEMENTProceeds Escrow Agreement • August 2nd, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS AGREEMENT, made and entered into this day of , 2002, by and among Pelion Systems, Inc. (the “Company”); Bathgate Capital Partners LLC (the “Underwriter”); and AMG Guaranty Trust, National Association (the “Escrow Agent”).
MASTER SELECTED DEALER AGREEMENTMaster Selected Dealer Agreement • August 2nd, 2002 • Pelion Systems Inc • Services-prepackaged software
In connection with public offerings of securities of a company (the “Issuer”) after the date hereof for which we are acting as manager of an underwriting syndicate or are otherwise responsible for the distribution of securities to the public by means of an offering of securities for sale to or through selected dealers, you may be offered the right as such a dealer to purchase as principal or sell as agent a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group organized by us as follows:
AGREEMENT RESTRICTING SALE OF STOCKAgreement Restricting Sale of Stock • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software
This Agreement Restricting Sale of Stock (this “Agreement”) is entered into as of the day of , 2002, by and between , a resident (the “Stockholder”), Kashner Davidson Securities Corporation, a corporation (the “Underwriter”), and Pelion Systems, Inc., a Colorado corporation (the “Company”).
March 11, 2002 Dave Garwood PresidentServices Agreement • August 2nd, 2002 • Pelion Systems Inc • Services-prepackaged software
CHANNEL PARTNER AGREEMENTChannel Partner Agreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
This agreement is entered into by Pelion Systems, Inc. (“Pelion”) with primary offices located at 1455 Dixon Avenue, Suite 300, Lafayette, CO and_________________________________________________________________________________(“Partner”) with primary offices located at _________________________________________________________, under the terms and conditions set forth below.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
This Consulting Agreement dated as of , 2002 is entered into by and between Pelion Systems, Inc. (the “Company”) and Kashner Davidson Securities Corporation (the “Consultant”).
AGREEMENTAgreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS AGREEMENT (this “Agreement”) is entered into on September 30, 2002 (the “Effective Date”) by and between BOB R. PERRY, a Texas resident (the “Consultant”), and PELION SYSTEMS, INC., a Colorado corporation (“Pelion”). The Consultant and Pelion are referred to together herein as the “Parties.”
AGREEMENTAgreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS AGREEMENT (this “Agreement”) is entered into on September 30, 2002 (the “Effective Date”) by and between DEAN LEFFINGWELL, a Colorado resident (the “Consultant”), and PELION SYSTEMS, INC., a Colorado corporation (“Pelion”). The Consultant and Pelion are referred to together herein as the “Parties.”
BOARD AND CONSULTING AGREEMENT BETWEEN ROB GELLER, CONSULTANT AND THE ICOM GROUP, INC.Board and Consulting Agreement • August 2nd, 2002 • Pelion Systems Inc • Services-prepackaged software
Rob Geller will work with The ICOM Group as both a member of the board of directors and as a consultant to the Company. As compensation for the standard board duties, Rob Geller will receive a non-statutory stock option with early exercise provisions under the Company’s stock option plan in the amount of 100,000 shares at cents per share vested monthly over a 2-year period. For this, Rob Geller will provide the expected duties as a member of the board of directors. These duties include attending board meetings which are expected to be as frequent as every month moving to at least once per quarter based on the needs of the Company. Also included is preparation for board meetings and phone conversations and email communication on an ongoing basis.
CHARTER CUSTOMER AGREEMENT BETWEEN PELION SYSTEMS, INC. AND NISSAN FORKLIFT dateCharter Customer Agreement • August 2nd, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
This agreement is between Pelion Systems, Inc., located at 1455 Dixon Avenue, Suite 300, Lafayette, CO 80026 (“Pelion”) and Nissan Forklift, located at 240 N. Prospect Street, Marengo, IL 60152 (“Customer”).
AGREEMENTAgreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS AGREEMENT (this “Agreement”) is entered into on September 30, 2002 (the “Effective Date”) by and between ROBERT M. GELLER, a Colorado resident (the “Consultant”), and PELION SYSTEMS, INC., a Colorado corporation (“Pelion”). The Consultant and Pelion are referred to together herein as the “Parties.”
LEASE AGREEMENT (ALL NET) FOR PREMISES LOCATED AT 1455 Dixon Lafayette, Colorado BETWEEN PELION SYSTEMS, INC. AS TENANT AND 1455 DIXON, LLC. a Colorado Limited Liability Company AS LANDLORDLease Agreement • June 11th, 2002 • Pelion Systems Inc • Colorado
THIS LEASE, made and entered into this 8th day of March, 2000, by and between 1455 DIXON, LLC, hereinafter referred to as “Landlord” and PELION SYSTEMS, INC., hereinafter referred to as “Tenant”.
200,000 Units, each Unit Consisting of One (1) Share of Common Stock and One Redeemable Class A Common Stock Purchase Warrant of PELION SYSTEMS, INC. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • New York
Pelion Systems, Inc., a Colorado corporation (the ”Company”), proposes to issue and sell 200,000 units (the “Units”), each Unit comprised of one (1) share (“Share”) of the Company’s common stock (the “Common Stock”) and one (1) Redeemable Common Stock Purchase Warrant (the “Warrants”) in a public offering (“Offering”) under Section 5 of the Securities Act of 1933, as amended. The aforesaid 200,000 Units (referred to as the “Firm Securities”) and together with all or any part of the up to 30,000 additional Units subject to the over allotment option described in Section 2(b) hereof (the ”Over allotment Securities”) are hereinafter collectively referred to as the ”Securities.” This agreement confirms the agreement by the underwriters named in Schedule I (“Underwriters”) to purchase, jointly and not severally, the Firm Securities from the Company upon the terms and conditions contained herein. Kashner Davidson Securities Corporation shall act as managing underwriter and shall act as repres
PELION SYSTEMS, INC. AND KASHNER DAVIDSON SECURITIES CORPORATION FORM OF UNDERWRITER’S OPTION AGREEMENT FOR UNITS DATED AS OF , 2002’s Option Agreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • New York
UNDERWRITER’S OPTION AGREEMENT FOR UNITS dated as of , 2002 among PELION SYSTEMS, INC., a Colorado corporation (the “Company”) and Kashner, Davidson Securities Corporation, the representative of the underwriters, a Delaware corporation (hereinafter referred to variously as the “Holder” or the “Underwriter”).
WAIVER AGREEMENTWaiver Agreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS WAIVER AGREEMENT (this “Agreement”) is entered into on September 30, 2002 (the “Effective Date”), by and between ARTHUR K. STONE, III, a Colorado resident (“Stone”), and PELION SYSTEMS, INC., a Colorado corporation (“Pelion”).
AGREEMENTAgreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS AGREEMENT (this “Agreement”) is entered into on September 30, 2002 (the “Effective Date”) by and between DAVID GLEDITSCH, a Colorado resident (the “Employee”), and PELION SYSTEMS, INC., a Colorado corporation (“Pelion”). The Employee and Pelion are referred to together herein as the “Parties.”
BATHGATE CAPITAL PARTNERS LLC REPRESENTATIVE’S SHARE OPTION AGREEMENT Dated as ofS Share Option Agreement • August 2nd, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS REPRESENTATIVE’S SHARE OPTION AGREEMENT (the “Agreement”), dated as of , is made and entered into by and between PELION SYSTEMS, INC. (the “Company”), a Colorado corporation (the “Company”), and BATHGATE CAPITAL PARTNERS LLC (“BCP”).
AGREEMENTAgreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS AGREEMENT (this “Agreement”) is entered into on September 30, 2002 (the “Effective Date”) by and between THOMAS PLUNKETT, a Colorado resident (the “Employee”), and PELION SYSTEMS, INC., a Colorado corporation (“Pelion”). The Employee and Pelion are referred to together herein as the “Parties.”
CHARTER CUSTOMER AGREEMENT BETWEEN PELION SYSTEMS, INC. AND COLORADO MEDTECH, INC.Charter Customer Agreement • August 2nd, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
This agreement is entered into on October , 2001 between Pelion Systems, Inc., located at 1455 Dixon Avenue, Suite 300, Lafayette, CO 80026 (“Pelion”) and Colorado MEDtech, Inc., located at 1811 Lefthand Circle, Suite B, Longmont, CO 80501 (“CMED”).
