BY AND BETWEENStock Purchase Agreement • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
SERIES A-1 WARRANT NO. __Viseon Inc • March 18th, 2004 • Computer communications equipment
VISEON, INC. (Formerly RSI Systems, Inc.)Viseon Inc • October 15th, 2003 • Computer communications equipment
VISEON, INC. (Formerly RSI Systems, Inc.)Viseon Inc • October 15th, 2003 • Computer communications equipment
VISEON, INC. (FORMERLY RSI SYSTEMS, INC.)Viseon Inc • March 18th, 2004 • Computer communications equipment
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (hereinafter referred to as the "Agreement"), dated as of the 30hh day of June, 2003, is by and between VISEON, Inc., a corporation authorized and existing pursuant to the laws of the...Registration Rights Agreement • October 15th, 2003 • Viseon Inc • Computer communications equipment
EXHIBIT 10.15 RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement ("Agreement") is made as of the 1st day of July, 1996, beween RSI Systems, Inc., a Minnesota corporation, (the "Company") and Donald Lies, ("Employee") an employee of the Company...Restricted Stock Agreement • September 29th, 1997 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
ARTICLE I DEFINITIONSCredit and Security Agreement • September 28th, 2000 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
AGREEMENT AMENDING PROMISSORY NOTE DATED JUNE 30, 2002 EXECUTED BY VISEON, INC PAYABLE TO MICHELLE NORWOODViseon Inc • October 15th, 2003 • Computer communications equipment
EXHIBIT 10.52 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT (EXIM PROGRAM) BORROWER: VISEON, INC. ADDRESS: 8700 N. STEMMONS FRWY #310 DALLAS, TX 75247 DATE: DECEMBER 5, 2001 THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between...Loan and Security Agreement • February 14th, 2002 • Viseon Inc • Computer communications equipment • California
LICENSE AGREEMENT DSP Software Engineering, Inc. This License Agreement (the "Agreement") is dated as of the Effective Date (as defined below), and is entered into by DSP Software Engineering, Inc., a Massachusetts corporation having its principal...License Agreement • October 15th, 1996 • Rsi Systems Inc/Mn • Computer communications equipment • Massachusetts
July 1, 1996Rsi Systems Inc/Mn • October 15th, 1996 • Computer communications equipment
DEFINITIONSMarketing Agreement • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
Exhibit 10.61 DISTRIBUTOR AGREEMENT THIS AGREEMENT made this 19th day of September, 2002Distributor Agreement • October 15th, 2002 • Viseon Inc • Computer communications equipment • California
QUALIFIED STOCK OPTION AGREEMENT UNDER THE RSI SYSTEMS, INC. 1994 STOCK OPTION PLANQualified Stock Option Agreement • September 29th, 1997 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
RECITALSSeparation Agreement and Release • October 15th, 1996 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
Exhibit 10.41 ASSET PURCHASE AGREEMENT THIS AGREEMENT, entered into and effective as of this 12th day of April 2001, by and among RSI Systems, Inc. a corporation duly authorized and validly existing pursuant to the laws of the state of Minnesota...Asset Purchase Agreement • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
INTRODUCTIONShareholder Voting Agreement • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
EXHIBIT 10.36 PLACEMENT AGENCY AGREEMENT This Placement Agency Agreement (this "Agreement") is made and entered into as of February 23, 2004 (the "Effective Date"), by and between Viseon, Inc., a Nevada corporation (the "Company"), and Puglisi & Co.,...Placement Agency Agreement • May 6th, 2004 • Viseon Inc • Computer communications equipment • New York
FIRST AMENDMENT TO PATENT AND TRADEMARK SECURITY AGREEMENT This Amendment, dated as of September 3, 1999, is made by and between RSI SYSTEMS, INC., a Minnesota corporation (the "Debtor"), and WELLS FARGO BUSINESS CREDIT, INC., f/k/a NORWEST BUSINESS...Patent and Trademark Security Agreement • September 28th, 1999 • Rsi Systems Inc/Mn • Computer communications equipment
SECTION III TERM OF AGREEMENTManagement and Consulting Agreement • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
PIGGYBACK REGISTRATION RIGHTS AGREEMENTPiggyback Registration Rights Agreement • October 15th, 2003 • Viseon Inc • Computer communications equipment
RECITALSBorrower Agreement • February 14th, 2002 • Viseon Inc • Computer communications equipment
RECITALSPatent Mortgage and Security Agreement • February 14th, 2002 • Viseon Inc • Computer communications equipment • California
EXHIBIT 10.19 RSI SYSTEMS, INC. SELLING AGENCY AGREEMENT MINIMUM OFFERING: $1,500,000 OF COMMON STOCK MAXIMUM OFFERING: $3,250,000 OF COMMON STOCK Miller Johnson & Kuehn Incorporated Minneapolis, Minnesota 5500 Wayzata Boulevard December 29, 1997...Selling Agency Agreement • September 18th, 1998 • Rsi Systems Inc/Mn • Computer communications equipment
SECTION II PIGGYBACK REGISTRATION RIGHTSRegistration Rights Agreement • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of March __, 2004 by and among Viseon, Inc., a Nevada corporation (the "Company"), and each Purchaser who has entered into a Purchase Agreement (the "Purchase...Registration Rights Agreement • April 19th, 2004 • Viseon Inc • Computer communications equipment • New York
Exhibit 10.27 THIS SEPARATION AND SEVERANCE AGREEMENT (the "Agreement") is made and entered into this 7th day of September, 1999, by and between RSI Systems, Inc., a Minnesota corporation ("Employer"), and Donald C. Lies, a Minnesota resident...Separation and Severance Agreement • September 28th, 1999 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
Exhibit 10.45 NON-COMPETITION, CONFIDENTIALITY AND ASSIGNMENT AGREEMENT THIS NON-COMPETITION, CONFIDENTIALITY AND ASSIGNMENT AGREEMENT ("Agreement"), dated as of April 12, 2001, is made by and among RSI SYSTEMS, INC., a Minnesota corporation ("RSI" )...Non-Competition, Confidentiality and Assignment Agreement • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment
Exhibit 10.40 PLAN OF MERGER THIS PLAN OF MERGER (the "Plan of Merger"), dated as of the 9th day of April, 2001 is by and between RSI Systems, Inc., a Minnesota corporation ("RSI") with its principal place of business at 5593 West 78th Street, Edina,...Plan of Merger • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment
RECITALSBorrower Agreement • September 28th, 2000 • Rsi Systems Inc/Mn • Computer communications equipment
formerly rsi systems, inc.) SECURITIES PURCHASE AGREEMENT SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANTS Dated as of August ___, 2005Securities Purchase Agreement • August 26th, 2005 • Viseon Inc • Computer communications equipment • New York
This Securities Purchase Agreement (hereinafter the “Agreement”), dated as of the ___th day of August 2005, is entered into by and between VISEON, Inc. f/k/a RSI Systems, Inc., a corporation duly authorized and existing pursuant to the laws of the state of Nevada, with its principal offices located at 8445 Freeport Parkway, Suite 245, Irving, Texas 75063 (the “Corporation”), and the purchaser whose name and address are set forth on the signature page hereof (the “Purchaser” or the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2005 • Viseon Inc • Computer communications equipment • Nevada
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of August 22, 2005 by and among Viseon, Inc., a Nevada corporation (the “Company”), and (the “Purchaser), who has entered into a Purchase Agreement (the “Purchase Agreement”) with the Company on the date hereof for the Offered Securities (as defined herein). In order to induce the Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
Series B Warrant No. __Viseon Inc • August 26th, 2005 • Computer communications equipment
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT AND IN THE REGISTRATION RIGHTS AGREEMENT, DATED THE DATE HEREOF, BY AND BETWEEN VISEON, INC f/k/a RSI SYSTEMS, INC., AND THE HOLDERS SPECIFIED THEREIN.
PIGGYBACK REGISTRATION RIGHTS AGREEMENTPiggyback Registration Rights Agreement • October 15th, 2003 • Viseon Inc • Computer communications equipment
