EXHIBIT 10.1 NEMATRON CORPORATION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), entered into effective as of October 1, 1998, by and between MATTHEW S. GALVEZ (hereinafter referred to as "Executive") and NEMATRON CORPORATION, a...Employment Agreement • August 13th, 1999 • Nematron Corp • Electronic computers • Michigan
EXHIBIT 4.5 SECURITY AGREEMENT DATED AS OF APRIL 12, 2001Security Agreement • May 7th, 2001 • Nematron Corp • Electronic computers • Wisconsin
I REPRESENTATIONS AND WARRANTIES OF SELLER AND CAUSLEYStock Purchase Agreement • July 14th, 2000 • Nematron Corp • Electronic computers • Michigan
1 EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of March 31, 1997 by Nematron Corporation, a Michigan corporation (the "Company"), and certain other persons who are...Registration Rights Agreement • May 15th, 1997 • Nematron Corp • Electronic computers • Michigan
1 EXHIBIT 10.2 NONQUALIFIED STOCK OPTION AGREEMENT NEMATRON CORPORATION THIS AGREEMENT is entered into effective as of October 13, 1998 by and between Nematron Corporation ("Corporation") and Matthew S. Galvez ("Optionee"). The Corporation hereby...Nonqualified Stock Option Agreement • August 13th, 1999 • Nematron Corp • Electronic computers • Michigan
I REPRESENTATIONS AND WARRANTIES OF SELLERSStock Purchase Agreement • May 7th, 2001 • Nematron Corp • Electronic computers • Michigan
1 EXHIBIT 4.1 NEITHER THIS STOCK PURCHASE WARRANT NOR THE SECURITIES WHICH MAY BE PURCHASED PURSUANT HERETO HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR...Nematron Corp • April 11th, 1997 • Electronic computers • Michigan
RECITALSEmployment Agreement • November 21st, 2000 • Nematron Corp • Electronic computers • Michigan
EXHIBIT 4.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED AS OF JUNE 30, 2000 BY AND BETWEEN NEMATRON CORPORATION,Loan and Security Agreement • August 14th, 2000 • Nematron Corp • Electronic computers • Wisconsin
Exhibit 4.01 ------------ LOAN MODIFICATION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS THIS LOAN MODIFICATION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS (this "Agreement") is being entered into as of the 3rd day of October, 2003, by and between COMPASS...Loan Modification Agreement • November 13th, 2003 • Nematron Corp • Electronic computers
PREAMBLEModification Agreement • July 27th, 2001 • Nematron Corp • Electronic computers
1 EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made this 30th day of June, 2000, by and between the RONALD C. CAUSLEY, TRUSTEE OF RONALD C. CAUSLEY REVOCABLE TRUST DATED MARCH 14, 1990, AS AMENDED...Registration Rights Agreement • July 14th, 2000 • Nematron Corp • Electronic computers • Michigan
WARRANT AGREEMENT BETWEEN CONVERTIBLE SUBORDINATED NOTE HOLDER AND NEMATRON CORPORATIONNematron Corp • May 7th, 2001 • Electronic computers • Michigan
I REPRESENTATIONS AND WARRANTIES OF SELLER AND CAUSLEYStock Purchase Agreement • August 14th, 2000 • Nematron Corp • Electronic computers • Michigan
MORTGAGE --------Nematron Corp • November 13th, 2003 • Electronic computers • Michigan
This Agreement and Plan of Merger (the "Agreement") is made as of June 13, 1997, by and among Nematron Corporation, a Michigan corporation ("Nematron"), Imagination Systems, Inc., a Michigan corporation ("ISI"), Virtual-Time Software, Inc., a...Agreement and Plan of Merger • August 14th, 1997 • Nematron Corp • Electronic computers • Michigan
Exhibit 2(a) ASSET PURCHASE AGREEMENT THIS AGREEMENT is made on March 31, 2004, by NC ACQUISITION CORP., a Michigan corporation ("PURCHASER") and NEMATRON CORPORATION, a Michigan corporation ("SELLER"). RECITALS A. Seller is indebted to North Coast...Asset Purchase Agreement • April 15th, 2004 • Sandston Corp • Electronic computers • Michigan
RECITALSLoan and Security Agreement • May 7th, 2001 • Nematron Corp • Electronic computers • Wisconsin
RECITALSLoan and Security Agreement • May 7th, 2001 • Nematron Corp • Electronic computers • Wisconsin
Exhibit 4.02 ------------ SECURITY AGREEMENT ------------------ THIS AGREEMENT is made as of July 31, 2003, by and between the Grantor, as herein defined, and North Coast Technology Investors, L.P., a Michigan limited partnership ("NCTI"), whose...Security Agreement • November 13th, 2003 • Nematron Corp • Electronic computers • Michigan
RECITALSLoan and Security Agreement • May 7th, 2001 • Nematron Corp • Electronic computers • Wisconsin
EXHIBIT 10.08 NONQUALIFIED STOCK OPTION AGREEMENT NEMATRON CORPORATION THIS AGREEMENT is entered into effective as of December 13, 1999 by and between Nematron Corporation ("Corporation") and Matthew S. Galvez ("Optionee"). The Corporation hereby...Nonqualified Stock Option Agreement • March 23rd, 2000 • Nematron Corp • Electronic computers • Michigan
RECITALSRepayment Agreement • May 12th, 1999 • Nematron Corp • Electronic computers • Michigan
EXECUTION COPY EMPLOYMENT AND NONCOMPETITION AGREEMENT This Agreement is dated as of September 20, 1995, and is among THOMAS PEACOCK (the "Employee"), NEMASOFT, INC., a Michigan corporation (the "Company") and NEMATRON CORPORATION, a Michigan...Employment and Noncompetition Agreement • November 12th, 1996 • Nematron Corp • Electronic computers • Michigan
CONVERTIBLE SUBORDINATED PROMISSORY NOTE BETWEEN NOTEHOLDER AND NEMATRON CORPORATIONNematron Corp • May 7th, 2001 • Electronic computers • Michigan
Exhibit 4.2 ----------- Nematron CorporationNematron Corp • August 18th, 2003 • Electronic computers
1 EXHIBIT 10.1 VENDOR ORIGINAL EQUIPMENT MANUFACTURING AGREEMENTOriginal Equipment Manufacturing Agreement • February 17th, 1998 • Nematron Corp • Electronic computers
EXHIBIT 4.3 ----------- October 17, 2002 CERTIFIED MAIL RETURN RECEIPT REQUESTED Nematron Corporation 5840 Interface Drive Ann Arbor, Michigan 48103 Attn: Matthew S. Galvez, President and CEO Re: Loans by LaSalle Business Credit, Inc. Dear Mr. Galvez:...Nematron Corp • November 12th, 2002 • Electronic computers
EXHIBIT 4.8 As of July 9, 1999 (the "Replacement Date"), this Revolving Credit and Security Agreement supersedes and replaces in its entirety that certain Revolving Credit and Security Agreement executed by Borrower and Bank on June 26, 1998 and that...Credit and Security Agreement • May 7th, 2001 • Nematron Corp • Electronic computers • Alabama
KeyBank Letterhead]Nematron Corp • August 14th, 1998 • Electronic computers
EXHIBIT 4.0 ----------- Variable Rate Term Note ----------------------- BORROWER'S NAME AND ADDRESS: NEMATRON CORPORATION 5840 INTERFACE DRIVE ANN ARBOR, MI 48103 LENDER'S NAME AND ADDRESS: CHELSEA STATE BANK 1010 SOUTH MAIN STREET CHELSEA, MI 48118...Nematron Corp • November 12th, 2002 • Electronic computers
1 EXHIBIT 10.4 EMPLOYMENT AND NONCOMPETITION AGREEMENT This Agreement is dated as of March 31, 1997, and is between Thomas W. Kraus (the "Employee"), and NemaSoft, Inc., a Michigan corporation (the "Company"), a subsidiary of Nematron Corporation, a...Employment and Noncompetition Agreement • May 15th, 1997 • Nematron Corp • Electronic computers • Michigan
Exhibit 4.4 ----------- A-OK Controls Engineering, Inc. 4375 Giddings Road Auburn Hills, Michigan 48326 Attn: Matthew S. Galvez, President and CEO Re: Loans by LaSalle Business Credit, LLC Dear Mr. Galvez: Reference is made to that certain Loan and...Nematron Corp • May 15th, 2003 • Electronic computers
EXHIBIT 10.1 EMPLOYMENT AGREEMENT OF DENNIS A. SIERK THIS EMPLOYMENT AGREEMENT (this "Agreement"), is made this 30th day of March, 2001, by and between Dennis A. Sierk ("Employee") and Nematron Corporation, a Michigan corporation ("Nematron")....Employment Agreement • May 7th, 2001 • Nematron Corp • Electronic computers • Michigan
July 15, 2003 VIA FACSIMILE AND OVERNIGHT MAIL A-OK Controls Engineering, Inc. 4375 Giddings Road Auburn Hills, Michigan 48326 Attn: Matthew S. Galvez, President and CEO Re: Loans by LaSalle Business Credit, LLC -------------------------------------...Nematron Corp • August 18th, 2003 • Electronic computers
