REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2006 • HyperSpace Communications, Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 6, 2006, among HyperSpace Communications, Inc., a Colorado corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
FORM OF COMMON STOCK PURCHASE WARRANT To Purchase ________ Shares of Common Stock of HYPERSPACE COMMUNICATIONS, INC.HyperSpace Communications, Inc. • October 5th, 2006 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5th anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from HyperSpace Communications, Inc., a Colorado corporation (the “Company”), up to _________ shares (the “Warrant Shares”) of Common Stock, no par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 28th, 2006 • HyperSpace Communications, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 24, 2006 among HyperSpace Communications, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF CONVERTIBLE DEBENTURE DUE SEPTEMBER __, 2009HyperSpace Communications, Inc. • October 5th, 2006 • Services-prepackaged software • New York
THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of HyperSpace Communications, Inc., a Colorado corporation, having its principal place of business at 116 Inverness Drive East, Englewood, Colorado 80111 (the “Company”), designated as its Convertible Debenture, due September ___, 2009 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 11th, 2006 • HyperSpace Communications, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 6, 2006 among HyperSpace Communications, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2006 • HyperSpace Communications, Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 24, 2006, among HyperSpace Communications, Inc., a Colorado corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
LOAN AND SECURITY AGREEMENT by and among MPC COMPUTERS, LLC MPC-G, LLC MPC SOLUTIONS SALES, LLC as Borrowers and GTG PC HOLDINGS, LLC as Guarantor WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN) as Administrative Agent and THE LENDERS FROM TIME TO TIME...Loan and Security Agreement • July 29th, 2005 • HyperSpace Communications, Inc. • Services-prepackaged software • California
This Loan and Security Agreement dated July 8, 2005 is entered into by and among MPC Computers, LLC, a Delaware limited liability company (“MPC”), MPC-G, LLC, a Delaware limited liability company (“MPC-G”) and MPC Solutions Sales, LLC, a Delaware limited liability company (“MPC-S”, and together with MPC and MPC-G, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), GTG PC Holdings, LLC, a Delaware limited liability company (“Guarantor” as hereinafter defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and Wachovia Capital Finance Corporation (Western), a California corporation, in its capacity as agent for Lenders (in such capacity, “Agent” as hereinafter further defined).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 19th, 2007 • MPC Corp • Services-prepackaged software • Idaho
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is effective as of October 15, 2007 (the “Commencement Date”) by and between MPC Corporation, a Colorado Corporation (the “Employer” or “Company”) and John Yeros (the “Executive”). In consideration of the mutual covenants contained in this Agreement, the Employer agrees to employ the Executive and the Executive agrees to be employed by the Employer upon the terms and conditions hereinafter set forth.
2,200,000 Shares of Common Stock HYPERSPACE COMMUNICATIONS, INC. UNDERWRITING AGREEMENT [SUBJECT TO COMPLETION OF DUE DILIGENCE] July , 2004Underwriting Agreement • July 23rd, 2004 • HyperSpace Communications, Inc. • Services-prepackaged software • New York
Hyperspace Communications, Inc., a corporation organized and existing under the laws of Colorado (the "Company"), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Exhibit A hereto (collectively, the "Underwriters"), for whom Maxim Group LLC is acting as representative (in such capacity, the "Representative"), to sell and issue to the Underwriters an aggregate of 2,200,000 shares (the "Firm Shares") of its common stock, no par value per share (the "Common Stock"). In addition, the Company proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 2 hereof, an aggregate additional amount of 330,000 shares of Common Stock (the "Additional Shares"). The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the "Shares." The Shares are more fully described in the Registration Statement and Prospectus referred to below. The offering and sale of the Shares
ACCOUNT PURCHASE AGREEMENTAccount Purchase Agreement • November 14th, 2007 • MPC Corp • Services-prepackaged software • Colorado
This Agreement is dated as of October 1st, 2007 between Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division (“WFBC”), and Gateway Companies, Inc. (“Customer”). The Customer and WFBC agree as follows:
QuickLinks -- Click here to rapidly navigate through this documentHyperSpace Communications, Inc. • July 2nd, 2004 • Services-prepackaged software • Colorado
This Warrant and the underlying shares of Common Stock represented by this Certificate have not been registered under the Securities Act of 1933 (the "Act"), and are "restricted securities" as that term is defined in Rule144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company.
GUARANTY BY CORPORATIONMPC Corp • October 9th, 2007 • Services-prepackaged software • Colorado
This Guaranty, dated as of October 1, 2007, is made by MPC Corporation, a Colorado corporation (the “Guarantor”), for the benefit of Wells Fargo Bank, National Association through its operating Division Wells Fargo Business Credit (with its successors and assigns, the “WFBC”).
October 1, 2007Letter Agreement • November 14th, 2007 • MPC Corp • Services-prepackaged software • Delaware
Re: Asset Purchase Agreement dated September 4, 2007 (the “Purchase Agreement”) by and among MPC CORPORATION, a Colorado corporation (“Company”), MPC-PRO, LLC, a Delaware limited liability company (“Buyer”), GATEWAY, INC., a Delaware corporation (“Gateway”) and GATEWAY TECHNOLOGIES, INC., a Delaware corporation.
RESTRICTED STOCK UNIT GRANT NOTICERestricted Stock Unit Grant Notice • January 6th, 2006 • HyperSpace Communications, Inc. • Services-prepackaged software • Colorado
This Restricted Stock Unit Grant Notice (this “Grant Notice”) is executed and delivered this 30th day of December 2005 (the “Effective Date”), by HyperSpace Communications, Inc., a Colorado corporation (the “Company”) to Brian Hansen (“Grantee”).
SECOND AMENDMENT TO ACCOUNT PURCHASE AGREEMENTAccount Purchase Agreement • October 9th, 2007 • MPC Corp • Services-prepackaged software
This Second Amendment to Account Purchase Agreement dated as of this 1st day of October, 2007 shall modify that certain Account Purchase Agreement dated November 14, 2006, as amended (the "Agreement"), by and between Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division (“WFBC”), and MPC Computers, LLC (“Customer”).
FIRST AMENDMENT TO ACCOUNT PURCHASE AGREEMENTAccount Purchase Agreement • February 22nd, 2007 • MPC Corp • Services-prepackaged software
This amendment is entered into by and between MPC Computers, LLC (“Customer”) and Wells Fargo Bank, National Association through its Wells Fargo Business Credit operating division (“WFBC”) this 16th day of February, 2007.
SECURITY AGREEMENT ANDSecurity Agreement And • July 17th, 2008 • MPC Corp • Services-prepackaged software • Illinois
THIS SECURITY AGREEMENT AND FINANCING STATEMENT is made this 11th of July, 2008, between WELLS FARGO BANK, NATIONAL ASSOCIATION acting through its Wells Fargo Business Credit, operating division (the "SECURED PARTY"), and MPC COMPUTERS, LLC, a Delaware limited liability company, MPC SOLUTION SALES, LLC, a Delaware limited liability company, MPC-G, LLC, a Delaware limited liability company, MPC-PRO, LLC, a Delaware limited liability company, and GATEWAY COMPANIES, INC., a Delaware corporation (collectively, the "DEBTOR"), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • November 14th, 2005 • HyperSpace Communications, Inc. • Services-prepackaged software • Colorado
THIS INDEMNITY AGREEMENT (this “Agreement”), dated as of ________, 2005, is made by and between HyperSpace Communications, Inc., a Delaware corporation (the “Company”), and [_________________] (the “Indemnitee”).
HYPERSPACE COMMUNICATIONS, INC. COMMON STOCK PURCHASE WARRANT Right to Purchase ________ Shares of Common StockHyperSpace Communications, Inc. • December 15th, 2006 • Services-prepackaged software • New York
THIS CERTIFIES THAT, for value received, _________________ (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time after the Company has obtained shareholder approval to increase the number of shares of the Company's authorized no par value common stock (the "Common Stock") to 100,000,000 shares (the “Initial Exercise Date”) and ending at 5:00 p.m. Eastern Time on ____________________ (the “Termination Date”), to subscribe for and purchase from Hyperspace Communications, Inc., (the “Company”), up to _______________________ fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s Common Stock, at an exercise price initially equal to $_________________ per share (the “Exercise Price”). The Exercise Price and the number of shares for which this Warrant is exercisable shall be subject to adjustment as provided herein.
1,800,000 Units, each Unit consisting of One (1) Share of Common Stock and Two (2) Redeemable Common Stock Purchase Warrants HYPERSPACE COMMUNICATIONS, INC. UNDERWRITING AGREEMENT September , 2004Letter Agreement • October 1st, 2004 • HyperSpace Communications, Inc. • Services-prepackaged software • New York
Capital Growth Financial, LLC 225 NE Mizner Blvd., Suite 750 Boca Raton, Florida 33432 As Representative of the Underwriters named on Schedule A hereto
AMENDMENT NO. 1 TO CONVERTIBLE DEBENTUREConvertible Debenture • October 9th, 2007 • MPC Corp • Services-prepackaged software • New York
THIS AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE (this “Amendment”), is dated as of October 1, 2007 by and between MPC Corporation (formerly Hyperspace Communications, Inc.) (the "Company") and Crestview Capital Master LLC (the "Holder").
COMPUTERSHARE TRUST COMPANY, INC. WARRANT AGREEMENTHyperSpace Communications, Inc. • October 1st, 2004 • Services-prepackaged software • Colorado
HyperSpace Communications, Inc., a Colorado corporation (the "Company"), and Computershare Trust Company, Inc., a Colorado limited purpose trust company ("Warrant Agent"), agree as follows:
LIMITED LICENSE OF GATEWAY’S RIGHTSMPC Corp • October 9th, 2007 • Services-prepackaged software • Delaware
This Limited License of Gateway’s Rights (“Agreement”) is entered into effective as of October ____, 2007 (“Effective Date”), by and between MPC Corporation, a Colorado corporation (“Licensee” or “MPC”) and Gateway, Inc., a Delaware corporation (“Licensor” or “Gateway”). MPC and Gateway may be referred to individually as a “Party” or collectively as the “Parties” to this Agreement.
CAPITAL GROWTH FINANCIAL, LLCHyperSpace Communications, Inc. • October 1st, 2004 • Services-prepackaged software • Florida
We are pleased that Hyperspace Communications, Inc., a Colorado corporation (the "Company") has decided to retain Capital Growth Financial, LLC ("CGF") to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (this "Agreement") will confirm CGF's acceptance of such retention and set forth the terms of our engagement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2007 • MPC Corp • Services-prepackaged software
This REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made and entered into as of October 1, 2007, between MPC CORPORATION, a Colorado corporation (“Company”), and GATEWAY, INC., a Delaware corporation (“Gateway”).
COMMERCIAL LEASE BETWEEN MICRON TECHNOLOGY, INC. LANDLORD AND GTG PC HOLDINGS, LLC TENANTCommercial Lease • March 31st, 2006 • HyperSpace Communications, Inc. • Services-prepackaged software • Idaho
This Lease Agreement ("Lease") is effective April 30, 2001, between Micron Technology, Inc., a Delaware corporation, ("Landlord"), and GTG PC Holdings, LLC, a Delaware limited liability company ("Tenant"). GTG PC Holdings, LLC, will assign its interest in this Lease to Micron PC, LLC, an entity that shall be formed on or before the Commencement Date as defined below.
AGREEMENTAgreement • November 14th, 2007 • MPC Corp • Services-prepackaged software
This Agreement is entered into this 1st day of October, 2007 by and among Wells Fargo Bank, National Association acting through its Wells Fargo Business Credit operating division (“WFBC”), Gateway, Inc. (“Gateway”), Gateway Companies, Inc. (“Gateway Companies”) and MPC-Pro, LLC (“MPC”), a wholly-owned subsidiary of MPC Corporation (“MPC Parent”).
MASTER PURCHASE ORDER ASSIGNMENT AGREEMENTMaster Purchase Order Assignment Agreement • July 17th, 2008 • MPC Corp • Services-prepackaged software • Illinois
THIS AGREEMENT is made on the 11th day of July, 2008, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION acting through its Wells Fargo Business Credit, operating division (the "CONTRACTOR”) and MPC COMPUTERS, LLC, a Delaware limited liability company, MPC SOLUTION SALES, LLC, a Delaware limited liability company, MPC-G, LLC, a Delaware limited liability company, MPC-PRO, LLC, a Delaware limited liability company, and GATEWAY COMPANIES, INC., a Delaware corporation (collectively, the “DISTRIBUTOR”), as follows:
FORM OF WARRANTHyperSpace Communications, Inc. • December 12th, 2005 • Services-prepackaged software • Colorado
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
SECOND AMENDMENT TO ACCOUNT PURCHASE AGREEMENTAccount Purchase Agreement • November 14th, 2007 • MPC Corp • Services-prepackaged software
This Second Amendment to Account Purchase Agreement dated as of this 1st day of October, 2007 shall modify that certain Account Purchase Agreement dated November 14, 2006, as amended (the “Agreement”), by and between Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division (“WFBC”), and MPC SolutionsSales, LLC (“Customer”).
HYPERSPACE COMMUNICATIONS, INC. AND CAPITAL GROWTH FINANCIAL, LLC FORM OF REPRESENTATIVE'S OPTION AGREEMENT FOR UNITS Dated as of , 2004Option Agreement • October 1st, 2004 • HyperSpace Communications, Inc. • Services-prepackaged software • Florida
REPRESENTATIVE'S OPTION AGREEMENT FOR UNITS dated as of , 2004 among HYPERSPACE COMMUNICATIONS, INC., a Colorado corporation (the "Company") and CAPITAL GROWTH FINANCIAL, LLC, the representative of the underwriters, a Florida limited liability company (hereinafter referred to variously as the "Holder", "Underwriter" or "Representative").
LEASELease • November 14th, 2007 • MPC Corp • Services-prepackaged software • South Dakota
AMENDED & RESTATED FOUNDER'S EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2004 • HyperSpace Communications, Inc. • Services-prepackaged software • Colorado
THIS AMENDED & RESTATED FOUNDER'S EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between HyperSpace Communications, Inc., a Colorado corporation (the "Company"), and John P. Yeros, an individual ("Founder"), effective as of the date ninety (90) days after the effective date of the Company's registration statement of form SB-2, filed with the U.S. Securities and Exchange Commission (the "Effective Date").
AMENDMENT NO. 1Registration Rights Agreement • November 14th, 2007 • MPC Corp • Services-prepackaged software
This Amendment No. 1 to Registration Rights Agreement (this “Amendment”) is made and entered into as of October 1, 2007, among MPC Corporation, a Colorado corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT NO. 1 TO CONVERTIBLE DEBENTUREConvertible Debenture • November 14th, 2007 • MPC Corp • Services-prepackaged software • New York
THIS AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE (this “Amendment”), is dated as of October 1, 2007 by and between MPC Corporation (formerly Hyperspace Communications, Inc.) (the “Company”) and Toibb Investment LLC (the “Holder”).
