WITNESSETH:Employment Agreement • July 14th, 2000 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Ohio
1 EXHIBIT 10.2.6 LEASE AGREEMENT VENTURE TECHNOLOGY CENTER III BUILDING 8701 NEW TRAILS DRIVE, SUITE W THE WOODLANDS, MONTGOMERY COUNTY, TEXAS THIS LEASE AGREEMENT (the "Lease"), effective January 20th, 2000, is, between WOODLANDS OFFICE EQUITIES-'95...Lease Agreement • July 10th, 2000 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Texas
ARTICLE I DEFINITIONSTelxon Corp • August 10th, 1999 • Calculating & accounting machines (no electronic computers)
EXECUTION COPY -------------- ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT (this "AGREEMENT") is entered into as of March 31, 1998, by and between FED Corporation, a Delaware corporation ("FED"), Telxon Corporation, a Delaware corporation...Escrow Agreement • June 29th, 1998 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Delaware
EXHIBIT 10.11 ------------- STOCK PURCHASE AGREEMENT ------------------------ This Stock Purchase Agreement is made and entered into as of February 17, 2000 (the "Effective Date"), by and between Telxon Corporation, a Delaware corporation ("Telxon"),...Stock Purchase Agreement • July 10th, 2000 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Ohio
ARTICLE I THE MERGERAgreement and Plan of Merger • August 14th, 2000 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Delaware
BACKGROUNDStockholders Agreement • June 29th, 1998 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Delaware
AGREEMENT ---------License Agreement • November 15th, 1999 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Delaware
EXHIBIT 4.1 AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT TO RIGHTS AGREEMENT, dated as of July 25, 2000 (the "Amendment"), is entered into between Telxon Corporation, a Delaware corporation (the "Company"), and Computershare Investor Services, LLC,...Rights Agreement • July 27th, 2000 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Delaware
Execution Copy -------------- SETTLEMENT AGREEMENT -------------------- SETTLEMENT AGREEMENT, dated August 26, 1998 ("Agreement"), by and among Wyser- Pratte & Co. Inc., a New York corporation, Guy P. Wyser-Pratte, a natural person, and Eric Longmire,...Settlement Agreement • August 27th, 1998 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Delaware
1 EXHIBIT 2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 15th, 1997 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Delaware
AGREEMENT ---------Subscription Agreement • June 29th, 1998 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Ohio
2- 3 proxy statement as such a nominee, in any such case without objection by any member of such approving majority of the then Continuing Directors to the nomination of such person or the naming of such person as a director nominee), for so long as...Telxon Corp • June 29th, 1998 • Calculating & accounting machines (no electronic computers)
EXHIBIT 10.3.3.a PLEDGE AGREEMENT THIS PLEDGE AGREEMENT, dated as of August 26, 1999 (together with all amendments, if any, from time to time hereto, this "Agreement") between TELXON CORPORATION, a Delaware corporation (the "Pledgor") and FOOTHILL...Pledge Agreement • November 15th, 1999 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Illinois
AMENDMENT NO. 1 ---------------Telxon Corp • October 15th, 1996 • Calculating & accounting machines (no electronic computers) • New York
RECITALS:Stockholder Agreement • July 10th, 2000 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Delaware
EXHIBIT 10.3.1.h ---------------- DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENTTelxon Corp • August 10th, 1999 • Calculating & accounting machines (no electronic computers)
EXHIBIT 1.5 JOINT FILING AGREEMENT This JOINT FILING AGREEMENT, dated as of March 17, 2000, is made by and between Telxon Corporation, a Delaware corporation ("Telxon"), and The Retail Technology Group, Inc., a Delaware corporation and wholly owned...Joint Filing Agreement • March 17th, 2000 • Telxon Corp • Calculating & accounting machines (no electronic computers)
This JOINT FILING AGREEMENT, dated as of March 17, 2000, is made by and between Telxon Corporation, a Delaware corporation ("Telxon"), and The Retail Technology Group, Inc., a Delaware corporation and wholly owned subsidiary of Telxon ("Retail Group") and Telxon Systems Services, Inc., a Delaware corporation and a wholly owned subsidiary of Retail Group ("Services"). Telxon, Retail Group and Services collectively referred to herein as the "Parties" and each individually as a "Party." Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the Parties hereby acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each such Party and that all subsequent amendments to the Statement on Schedule 13D shall be filed on behalf of each of the Parties without the necessity of filing additional joint acquisition statements. The Parties hereby acknowledge that each Party shall be responsible for timely filing of such ame
FURTHER CONSENT ---------------Telxon Corp • February 16th, 1999 • Calculating & accounting machines (no electronic computers) • Ohio
1 Exhibit 10.3.3 -------------- LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (THIS "AGREEMENT"), is entered into as of August 26, 1999, among the financial institutions listed on the signature pages hereof (such financial institutions,...Loan and Security Agreement • September 3rd, 1999 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Illinois
SUBLEASE AGREEMENTSublease Agreement • August 10th, 1999 • Telxon Corp • Calculating & accounting machines (no electronic computers)
W I T N E S S E T H: --------------------Shareholder Agreement • February 13th, 1996 • Telxon Corp • Services-computer integrated systems design
RECITALS --------Intercreditor Agreement • October 15th, 1996 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Ohio
1 EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of December 1, 1995, by and among Telxon Corporation, a Delaware corporation (the "Company"), and Hambrecht & Quist LLC and Prudential...Registration Rights Agreement • February 23rd, 1996 • Telxon Corp • Services-computer integrated systems design • New York
THIS NON-COMPETITION AGREEMENT (this "Agreement") is made effective February 27, 1997 (the "Effective Date") by and between TELXON CORPORATION ("Telxon"), a Delaware corporation having its principal offices at 3330 West Market Street, Akron, Ohio...Non-Competition Agreement • June 30th, 1997 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Ohio
LEASELease • August 10th, 1999 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Ohio
1 Exhibit 10.1.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of April 1, 1997 (the "Effective Date"), at Akron, Ohio, by and between TELXON CORPORATION ("Employer"), a Delaware corporation with offices...Employment Agreement • June 29th, 1998 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Ohio
1 EXHIBIT 10.1.10 --------------- EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of March 22, 1999 (the "Effective Date"), at Akron, Ohio, by and between TELXON CORPORATION...Employment Agreement • August 10th, 1999 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Ohio
1 Exhibit 10.8 STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of this 30th day of March, 1996, by and among META HOLDING CORPORATION, a Delaware corporation ("Meta"), and...Stock Purchase Agreement • June 30th, 1997 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Ohio
LEASE -----Telxon Corp • July 10th, 2000 • Calculating & accounting machines (no electronic computers) • Ohio
1 Exhibit 10.3.3.d FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT (this "Amendment") is entered into as of November 18, 1999 between TELXON CORPORATION, a Delaware corporation ("Borrower"), and FOOTHILL CAPITAL CORPORATION, as...Loan and Security Agreement • February 14th, 2000 • Telxon Corp • Calculating & accounting machines (no electronic computers)
EXHIBIT 10.12 ------------- PLAN AND AGREEMENT OF MERGER ---------------------------- THIS PLAN AND AGREEMENT OF MERGER (the "Agreement") dated as of February 22, 2000 among TELXON CORPORATION, a Delaware corporation ("Telxon"), META TECHNOLOGIES...Plan and Agreement • July 10th, 2000 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Ohio
RECITALS --------Security Agreement • April 1st, 1999 • Telxon Corp • Calculating & accounting machines (no electronic computers)
RECITALS --------Consent and Agreement • April 1st, 1999 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Ohio
WITNESSETH:Employment Agreement • June 30th, 1997 • Telxon Corp • Calculating & accounting machines (no electronic computers) • Ohio
