EXHIBIT 10.2 ------------ THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (THE "WARRANT SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144...Banyan Systems Inc • August 16th, 1999 • Services-prepackaged software • Delaware
a. Reclassification or Merger. In case of any -------------------------- reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or...Banyan Systems Inc • November 14th, 1997 • Services-prepackaged software • Massachusetts
WITNESSETH:Pledge Agreement • November 14th, 2001 • Epresence Inc • Services-computer integrated systems design
AMENDMENT NO. 1Stock Purchase Agreement • April 2nd, 2001 • Epresence Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.44 ================================================================= =============== LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 1997 • Banyan Systems Inc • Services-prepackaged software • California
EPRESENCE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------Non-Qualified Stock Option Agreement • April 1st, 2002 • Epresence Inc • Services-computer integrated systems design
EXHIBIT 10.1 ePresence, Inc. 1992 STOCK INCENTIVE PLAN DIRECTOR NON-STATUTORY STOCK OPTION AGREEMENT --------------------------------------------- 1. Grant of Option. ePresence, Inc., a Massachusetts corporation (the --------------- "Company"), hereby...Stock Option Agreement • May 15th, 2002 • Epresence Inc • Services-computer integrated systems design
PERCENTAGE OF SHARES AS TO EXERCISE PERIOD WHICH OPTION IS EXERCISABLE --------------- ---------------------------Incentive Stock Option Agreement • August 14th, 2001 • Epresence Inc • Services-computer integrated systems design
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 4th day of February, 1997, is entered into by Banyan Systems Incorporated, a Massachusetts corporation (the "Company"), and William P. Ferry, residing at...Employment Agreement • March 31st, 1997 • Banyan Systems Inc • Services-prepackaged software • Massachusetts
ePresence, Inc.Restricted Stock Agreement • April 1st, 2002 • Epresence Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.64 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of November 7, 2002, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa...Loan and Security Agreement • March 28th, 2003 • Epresence Inc • Services-computer integrated systems design • Washington
SEPARATION AGREEMENT AND RELEASE AND WAIVER OF CLAIMS ---------------------------- This Separation Agreement and Release and Waiver of Claims (the "Agreement") is entered into this 1st day of November, 1996, by and between Banyan Systems Incorporated,...Separation Agreement • November 14th, 1996 • Banyan Systems Inc • Services-prepackaged software • Massachusetts
RECITALS --------Agreement • March 31st, 1998 • Banyan Systems Inc • Services-prepackaged software • Massachusetts
NUMBER OF SHARES AS TO EXERCISE PERIOD WHICH OPTION IS EXERCISABLE --------------- ---------------------------Stock Option Agreement • May 11th, 2001 • Epresence Inc • Services-computer integrated systems design
CONSULTING SERVICES AGREEMENT This agreement is made as of the 11/th/ day of November, 1996, by and between Burton Technology Partners, Ltd. ("BTP") and Banyan Systems Incorporated (the "Client"). I. BTP'S SERVICES During the term of this Agreement,...Consulting Services Agreement • March 31st, 1997 • Banyan Systems Inc • Services-prepackaged software
AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2002 • Epresence Inc • Services-computer integrated systems design
EXHIBIT 10.16 CONSENT AND AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT ---------------------------Loan and Security Agreement • March 31st, 1998 • Banyan Systems Inc • Services-prepackaged software • California
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE CORPORATIONWarrant Purchase Agreement • May 17th, 1999 • Banyan Systems Inc • Services-prepackaged software • Massachusetts
EXHIBIT 10.6A AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (this "Amendment") to Employment Agreement (the "Agreement") made as of the 4th day of February, 1997 between Banyan Systems Incorporated, a Massachusetts corporation (the...Employment Agreement • March 31st, 1999 • Banyan Systems Inc • Services-prepackaged software
Exhibit 10.66 EPRESENCE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT 1. Grant of Options. ePresence, Inc. , a Massachusetts corporation (the "Company"), hereby grants to William P. Ferry (the "Optionee"), an option, pursuant to the Company's 2001 Stock...Qualified Stock Option Agreement • March 28th, 2003 • Epresence Inc • Services-computer integrated systems design
EXHIBIT 10.1 ------------ COMMON STOCK AND WARRANT PURCHASE AGREEMENT ------------------------------------------- This Common Stock and Warrant Purchase Agreement (this "Agreement") dated as of June 1, 1999 is entered into by and among Switchboard...Common Stock and Warrant Purchase Agreement • August 16th, 1999 • Banyan Systems Inc • Services-prepackaged software • New York
Exhibit 10.58 ePresence, Inc. 1992 STOCK INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENT ------------------------------------ 1. Grant of Option. ePresence, Inc., a Massachusetts corporation (the ---------------- "Company"), hereby grants to Scott...Non-Statutory Stock Option Agreement • April 1st, 2002 • Epresence Inc • Services-computer integrated systems design
EXHIBIT 10.6 ------------ SECURED PROMISSORY NOTE -----------------------Epresence Inc • August 14th, 2000 • Services-computer integrated systems design
BANYAN SYSTEMS INCORPORATED 1992 STOCK INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENT ------------------------------------Banyan Systems Inc • May 14th, 1999 • Services-prepackaged software
BANYAN SYSTEMS INCORPORATED NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------Banyan Systems Inc • May 17th, 1999 • Services-prepackaged software
AGREEMENTSAlliance Agreement • May 17th, 1999 • Banyan Systems Inc • Services-prepackaged software • Washington
AMENDMENT NO. 1 TO EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • November 14th, 2001 • Epresence Inc • Services-computer integrated systems design
Series A Convertible Preferred Stock and Warrants to Purchase Series B and Series C Convertible Preferred StockPreferred Stock and Warrant Purchase Agreement • March 10th, 1998 • Banyan Systems Inc • Services-prepackaged software • Massachusetts
Exhibit 10.56 TERMINATION OF STOCKHOLDERS' VOTING AGREEMENT The undersigned, Viacom Inc., a Delaware corporation (successor to CBS corporation, a Pennsylvania corporation) (the "Purchaser"), ePresence, Inc., a Massachusetts corporation, (formerly...Stockholders' Voting Agreement • April 2nd, 2001 • Epresence Inc • Services-computer integrated systems design
The undersigned, Viacom Inc., a Delaware corporation (successor to CBS corporation, a Pennsylvania corporation) (the "Purchaser"), ePresence, Inc., a Massachusetts corporation, (formerly Banyan Systems Incorporated, a Massachusetts corporation) ("ePresence), and Switchboard Incorporated, a Delaware corporation (the "Company"), hereby agree that the Stockholders' Voting Agreement dated as of June 30, 1999 by and among the undersigned is hereby terminated in its entirety and shall have no further force or effect, effective as of January 1, 2001.
Exhibit 10.2 ePresence, Inc. 1992 STOCK INCENTIVE PLAN DIRECTOR NON-STATUTORY STOCK OPTION AGREEMENT 1. Grant of Option. ePresence, Inc., a Massachusetts corporation (the "Company"), hereby grants to NAME (the "Optionee") an option, pursuant to the...Stock Option Agreement • September 24th, 2002 • Epresence Inc • Services-computer integrated systems design
EXHIBIT 10.4 Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE AGREEMENT ----------------- AGREEMENT made as of June 30, 1999, by and between CBS Corporation, 51 West...License Agreement • August 16th, 1999 • Banyan Systems Inc • Services-prepackaged software • New York
WITNESSETH:Pledge Agreement • April 1st, 2002 • Epresence Inc • Services-computer integrated systems design • Massachusetts
BY AND AMONGStock Purchase Agreement • May 25th, 2000 • Epresence Inc • Services-prepackaged software • Massachusetts
120 Flanders Road SECOND LEASE ADDENDUM THIS AGREEMENT is made this 21st day of April, 1993 and shall amend that certain Lease Agreement dated April 21, 1989 (the "Original Lease") between CB Westborough C Limited Partnership, a Texas Limited...Agreement • March 31st, 1999 • Banyan Systems Inc • Services-prepackaged software
EXHIBIT 10.5 ------------ SECURED PROMISSORY NOTE -----------------------Epresence Inc • August 14th, 2000 • Services-computer integrated systems design
