RECITALSVoting Agreement • October 16th, 1997 • Access Beyond Inc • Services-computer integrated systems design • Georgia
PLUSLoan and Security Agreement • April 24th, 1998 • Hayes Corp • Services-computer integrated systems design • New York
BACKGROUNDMerger Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Pennsylvania
EXHIBIT 10.17 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this "Agreement") is entered into by and between Hayes Microcomputer Products, Inc. (the "Company") and Keith Mintzer (the "Executive") on this 20th day of December,...Executive Employment Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
FORM OFIndemnification Agreement • October 7th, 1996 • Access Beyond Inc • Services-computer integrated systems design • Delaware
EXHIBIT 10.38 THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS SPECIFIED IN SECTION 14 HEREOF. NEITHER THE RIGHTS REPRESENTED BY THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED FOR OFFER...Warrant Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
RECITALS:Loan and Security Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
1 EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of June ____, 1998, between Hayes Corporation (f/k/a Access Beyond, Inc.), a Delaware corporation (the "Company") and each of the entities...Registration Rights Agreement • August 18th, 1998 • Hayes Corp • Services-computer integrated systems design • Delaware
30,378 Square Feet 5854 Peachtree Corners East Norcross, Georgia 30092 LEASE AGREEMENT THIS LEASE AGREEMENT, made and entered into by and between PEACHTREE CROSSINGS BUSINESS PARK ASSOCIATES hereinafter referred to as "Landlord" and HAYES...Lease Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
EXHIBIT 10.27 HAYES MICROCOMPUTER PRODUCTS, INC. SHAREHOLDERS' AGREEMENT THIS SHAREHOLDERS' AGREEMENT ("Shareholders' Agreement"), is made as of the 16th day of April, 1996, by and among DENNIS C. HAYES, a resident of the State of Georgia...Shareholders' Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
WITNESSETH:Employment Agreement • October 16th, 1997 • Access Beyond Inc • Services-computer integrated systems design • Maryland
1 EXHIBIT 10.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this ___ day of __________, 1997, between HAYES COMMUNICATIONS INC. (formerly known as ACCESS BEYOND, INC.), a Delaware corporation (the "Company"), and DENNIS...Employment Agreement • November 24th, 1997 • Access Beyond Inc • Services-computer integrated systems design • Georgia
MAY 2, 1997 2 TABLE OF CONTENTSStock Purchase Agreement • October 16th, 1997 • Access Beyond Inc • Services-computer integrated systems design • Delaware
1 EXHIBIT 4.1.2Voting Agreement • October 16th, 1997 • Access Beyond Inc • Services-computer integrated systems design • Georgia
1 3 or omissions to tender possession of the Premises to Tenant in a condition reasonably satisfactory to Tenant, minor punchlist items excepted, by January 1, 1990, this Lease shall be subject to termination at the sole option and discretion of...Lease Agreement • October 16th, 1997 • Access Beyond Inc • Services-computer integrated systems design • Maryland
EXHIBIT 10.28 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made this 16th day of April, 1996, between HAYES MICROCOMPUTER PRODUCTS, INC., a Georgia corporation (the "Company"), and...Employment Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
FORM OF SUBLEASE --------Sublease • October 7th, 1996 • Access Beyond Inc • Services-computer integrated systems design • Maryland
RECITALS:Loan and Security Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
AGREEMENT AND PLAN OF REORGANIZATION BETWEEN ACCESS BEYOND, INC. AND HAYES MICROCOMPUTER PRODUCTS, INC. July 29, 1997Merger Agreement • August 7th, 1997 • Access Beyond Inc • Services-computer integrated systems design • Delaware
WITNESETHLease Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
EXHIBIT 10.30 HAYES MICROCOMPUTER PRODUCTS, INC. VOTING TRUST AGREEMENT THIS VOTING TRUST AGREEMENT (the "Voting Trust") is made and entered into this 16th day of April, 1996, by and among DENNIS C. HAYES, an individual resident of Georgia ("Dennis C....Voting Trust Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
BACKGROUNDMerger Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
1 EXHIBIT 10.75 HAYES MICROCOMPUTER PRODUCTS, INC. PREFERRED STOCK PURCHASE AGREEMENT APRIL 11, 1997 TABLE OF CONTENTSPreferred Stock Purchase Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
1 EXHIBIT 10.39 THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS SPECIFIED IN SECTION 14 HEREOF. NEITHER THE RIGHTS REPRESENTED BY THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED FOR OFFER...Warrant Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
CONFIDENTIALIndemnification Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design
51,600 Square Feet 5804 Peachtree Corners East Norcross, Georgia 30092 LEASE AGREEMENT THIS LEASE AGREEMENT, made and entered into by and between PEACHTREE CROSSINGS BUSINESS PARK ASSOCIATES hereinafter referred to as "Landlord" and HAYES...Lease Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
RECITALS:Loan and Security Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
3 4 "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, ANY APPLICABLE STATE SECURITIES...Affiliate Agreement • November 24th, 1997 • Access Beyond Inc • Services-computer integrated systems design • Georgia
FORM OF TECHNOLOGY LICENSE AGREEMENT ----------------------------Technology License Agreement • October 7th, 1996 • Access Beyond Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.73 GENERAL SECURITY AGREEMENT (HAYES CORPORATION) 1. GRANT OF SECURITY INTEREST. For valuable consideration, receipt whereof is acknowledged, and as general and continuing security for the payment of all obligations, indebtedness and...General Security Agreement • April 3rd, 1998 • Hayes Corp • Services-computer integrated systems design • Georgia
1 Exhibit 10.8.2 ASSIGNMENT AND ASSUMPTION OF LEASE THIS AGREEMENT, made as of the 18th day of November, 1996, by and between PENRIL DATACOMM NETWORKS, INC., a Delaware corporation ("Assignor"), and ACCESS BEYOND, INC., a Delaware corporation...Assignment and Assumption of Lease • October 16th, 1997 • Access Beyond Inc • Services-computer integrated systems design
FORM OF DISTRIBUTION AGREEMENT ----------------------Distribution Agreement • October 7th, 1996 • Access Beyond Inc • Services-computer integrated systems design • Delaware
1 EXHIBIT 10.7 FORM OF TRANSITIONAL SERVICES AGREEMENT -------------------------------Transitional Services Agreement • October 7th, 1996 • Access Beyond Inc • Services-computer integrated systems design • Delaware
2290 REMOTE ACCESS GATEWAY ("HAWK")Technology Transfer Agreement • October 16th, 1997 • Access Beyond Inc • Services-computer integrated systems design
DATEDAsset Purchase Agreement • October 16th, 1997 • Access Beyond Inc • Services-computer integrated systems design • New York
