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:
March 11, 2002 Dave Garwood PresidentServices Agreement • August 2nd, 2002 • Pelion Systems Inc • Services-prepackaged software
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”).
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”).
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”).
