LOAN AND SECURITY AGREEMENT (TERM LOAN)Loan and Security Agreement • November 16th, 2009 • Braintech Inc • Services-computer integrated systems design • Nevada
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 30, 2009 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 8020 Tower Crescent Drive, Suite 475, Vienna, Virginia 22182 (“Bank”), and (b) BRAINTECH, INC., a Nevada corporation (“Braintech, Inc”), BRAINTECH INDUSTRIAL, INC., a Delaware corporation (“Braintech Industrial”) and BRAINTECH GOVERNMENT & DEFENSE, INC., a Delaware corporation (“Braintech Government”) (hereinafter, Braintech, Inc., Braintech Industrial and Braintech Government are jointly and severally, individually and collectively, referred to as “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Accounts Receivable Line of Credit) LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 16th, 2009 • Braintech Inc • Services-computer integrated systems design
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 30, 2009 (the “Effective Date”) is among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 8020 Towers Crescent Drive, Suite 475, Vienna, Virginia 22182 (FAX 703-356-7643) (“Bank”) and (b) BRAINTECH, INC., a Nevada corporation, with offices located at 1750 Tyson’s Boulevard, Suite 350, McLean, Virginia 22102 (FAX 703-637-9772) (“Braintech, Inc.”), BRAINTECH INDUSTRIAL, INC., a Delaware corporation, with offices located at 1002 Centerpoint Parkway, Suite 103, Pontiac, Michigan 48341 (FAX 703-637-9772) (“Braintech Industrial”), and BRAINTECH GOVERNMENT & DEFENSE, INC., a Delaware corporation, with offices located at 1750 Tyson’s Boulevard, Suite 350, McLean, Virginia 22102 (FAX 703-637-9772) (“Braintech Government”) (hereinafter, Braintech, Inc., Braintech Industrial and Braintech Governm
NON-RECOURSE PLEDGED ACCOUNT AGREEMENTPledged Account Agreement • November 16th, 2009 • Braintech Inc • Services-computer integrated systems design • Massachusetts
This continuing Non-Recourse Pledged Account Agreement (“Agreement”) is entered into as of October 30, 2009, by [______________________] (“Pledged Account Provider”), in favor of Silicon Valley Bank (“Bank”).
SUBORDINATION AGREEMENTSubordination Agreement • November 16th, 2009 • Braintech Inc • Services-computer integrated systems design • California
This Subordination Agreement (the “Agreement”) is made as of October 30, 2009, by and between Rick Weidinger, Kenneth Brooks, David Baird, Frederick Bohlander and Colin Eagen (collectively, “Creditor”), and SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 8020 Tower Crescent Drive, Suite 475, Vienna, Virginia 22182 (“Bank”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2009 • Braintech Inc • Services-computer integrated systems design
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of October 22, 2009 (the “Effective Date”), by and between BRAINTECH CANADA, INC., a Canadian Company, incorporated in the province of British Columbia and having an office 360 – 555 Sixth Street, New Westminster BC, V3L 5H1 and BRAINTECH, INC. a Nevada corporation with its principal offices at 1750 Tysons Blvd., Suite 350, McLean, VA 22102 (together “Braintech”), and EDWARD A. WHITE, an individual residing at #416 – 5 K de K Court, New Westminster, BC, V3M 6B6 Canada (the “Employee”).
NON-RECOURSE LETTER OF CREDIT AGREEMENTCredit Agreement • November 16th, 2009 • Braintech Inc • Services-computer integrated systems design • Massachusetts
This continuing Non-Recourse Letter of Credit Agreement (“Agreement”) is entered into as of October 30, 2009, by Rick Weidinger (“LC Provider”), in favor of Silicon Valley Bank (“Bank”).
PROMISSORY NOTE ($30,000 Stock Repurchase plus interest)Promissory Note • November 16th, 2009 • Braintech Inc • Services-computer integrated systems design • Virginia
This Promissory Note (“Note”) is made pursuant to the Employment Agreement dated as of October 22, 2007, as amended as of May 12, 2008 (“Agreement”) between Frederick W. Weidinger ("Lender") and Braintech, Inc., a Nevada corporation (“Borrower”). This Note simply restates what was previously agreed to on October 22, 2007 when the Agreement was signed and on May 12, 2008 when the Agreement was amended. Under the Agreement, Lender paid $80,000 or $.01 per share to purchase 8,000,000 shares of Borrower’s common stock (“Milestone Stock”) which was placed in escrow pending the achievement of specified milestones under the Agreement. Lender achieved amended Milestones 1, 3, 5 and 6 but did not achieve amended Milestones 2 and 4. Accordingly, 3,000,000 shares of Milestone Stock related to amended Milestones 2 and 4 were forfeited back to Borrower. Under Section 7.3 of the Bonus Stock and Bonus Stock Option Plan (“Bonus Plan”), which was attached to the Agreement and states the terms applicabl
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 16th, 2009 • Braintech Inc • Services-computer integrated systems design
This Stock Purchase Agreement (“Agreement”) is signed on the date(s) set forth in the signature block below with the intention that it be effective as of October 29, 2009 (“Effective Date”) between Owen L.J. Jones, an individual residing at 309 - 9th Avenue, New Westminster, BC, V3C 2A2 CANADA (“Purchaser”), and Braintech, Inc., a Nevada corporation with its principal offices at 1750 Tysons Boulevard, Suite 350, McLean, VA 22102 (“Issuer” or “Company”).
