Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 4, 1997 (the "Agreement"), is made by and between BASE TEN SYSTEMS, INC., a New Jersey corporation (the "Company"), and the Investors set forth on the...Registration Rights Agreement • December 18th, 1997 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
ARTICLE II PURCHASERS' REPRESENTATIONS AND WARRANTIESSecurities Purchase Agreement • December 18th, 1997 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
ARTICLE IOperating Agreement • June 13th, 1997 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
ASSET PURCHASE AGREEMENT By and Among BASE TEN FLOWSTREAM, INC., as Buyer, BASE TEN SYSTEMS, INC., as ParentAsset Purchase Agreement • March 6th, 1998 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • California
ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is made and entered into as of the 4th day of October, 2000 by and between ABB Automation Inc., a corporation incorporated and in good standing under the laws of the State of...Asset Purchase Agreement • October 24th, 2000 • Base Ten Systems Inc • Services-prepackaged software • New York
Exhibit 10(uu) FIFTH AMENDMENT TO LEASE THIS FIFTH AMENDMENT TO LEASE is dated as of December 31, 1997 by and between CKR PARTNERS, L.L.C. ("Landlord"), having an office at 173 Rolling Hills Road, Skillman, New Jersey 08558, and BASE TEN SYSTEMS, INC....Lease • February 11th, 1998 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys
Amendment No. 2 toAgreement and Plan of Merger • June 20th, 2002 • Base Ten Systems Inc • Services-prepackaged software • New Jersey
LIMITED LIABILITY COMPANY AGREEMENT OF Almedica Advanced Technology, LLC a Delaware Limited Liability Company (the "Company")Limited Liability Company Agreement • March 29th, 2002 • Base Ten Systems Inc • Services-prepackaged software • Delaware
CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT dated June 11, 1999, by and between Base Ten Systems, Inc., a New Jersey corporation (together with any successor, the "Company"), and Robert J. Bronstein, residing at 120 Canyon Drive,...Change in Control Agreement • August 13th, 1999 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the 28th day of October, 1999, by and between BASE TEN SYSTEMS, INC., a New Jersey corporation (the "Company") and Stephen A. Cloughley, an individual...Employment Agreement • April 12th, 2000 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this "Agreement"), dated as of December 31, 1998, by and among Base Ten Systems, Inc., a New Jersey corporation (the "Company"), and the holders of the Series A Preferred Shares (as defined below), set forth on...Exchange Agreement • January 13th, 1999 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
ANDAsset Purchase Agreement • November 12th, 1997 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
EXHIBIT A BASE TEN SYSTEMS, INC. SERVICE-BASED STOCK OPTION AGREEMENTStock Option Agreement • February 11th, 1998 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys
Amendment No. 3 toAgreement and Plan of Merger • September 10th, 2002 • Base Ten Systems Inc • Services-prepackaged software • New Jersey
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made on June 11th, 1999, by and between Base Ten System, Inc. ("Employer"), a New Jersey corporation ("Employer"), and Robert J. Bronstein ("Employee") (Employer and Employee collectively referred to...Employment Agreement • June 16th, 1999 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
ANDWarrant Agreement • February 11th, 1998 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May 30, 1997, by and among BASE TEN SYSTEMS, INC., a New Jersey corporation, with headquarters located at One Electronics Drive, P.O. Box 3151, Trenton, New...Securities Purchase Agreement • June 9th, 1997 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
COMPENSATION AGREEMENT THIS COMPENSATION AGREEMENT (this "Agreement"), dated as of the 1st day of May, 1997, is by and between uPACS, L.L.C., a New Jersey limited liability company (the "LLC"), ANDREW GARRETT, INC., a New York corporation ("Andrew...Compensation Agreement • June 13th, 1997 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
Exhibit 10(d) ADLS/ADMS LICENSE AGREEMENT THIS LICENSE AGREEMENT, dated as of this 1st day of December, 2001, is entered into by and between BASE TEN SYSTEMS, INC., a New Jersey corporation having its principal place of business at 535 East County...License Agreement • March 29th, 2002 • Base Ten Systems Inc • Services-prepackaged software • New Jersey
EXHIBIT C to Securities Purchase Agreement REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 30, 1997 by and among BASE TEN SYSTEMS, INC., a corporation organized under the laws of the State of New Jersey,...Registration Rights Agreement • June 9th, 1997 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
CONSULTANT AGREEMENT THIS AGREEMENT made this 26th day of April, 1999, between Base Ten Systems, Inc., having its offices at One Electronics Drive, Trenton, New Jersey 08619 (hereinafter called "Base Ten") and Stephen Cloughley, an individual, with an...Consultant Agreement • April 30th, 1999 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
ARTICLE 1Merger Agreement • June 16th, 1999 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
STOCK PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made as of the 12th day of November, 1998, by and between BASE TEN SYSTEMS, INC., a New Jersey corporation with its principal executive offices located at One Electronics Drive,...Stock Purchase Agreement • November 20th, 1998 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
AGREEMENTResignation Agreement • April 14th, 2000 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys
EXHIBIT B to Securities Purchase Agreement VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON MAY 30, 2002 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Warrant Agreement • June 9th, 1997 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
TRANSITION AGREEMENTTransition Agreement • February 11th, 1998 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
LICENSE AND SERVICES AGREEMENT THIS LICENSE AND SERVICES AGREEMENT (this "Agreement"), dated as of the 1st day of May, 1997, is by and between BASE TEN SYSTEMS, INC., a New Jersey corporation, having a principal place of business and chief executive...License and Services Agreement • June 13th, 1997 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
EXHIBIT 10(vv) Strategic Technology Systems, Inc. One Electronics Drive Trenton, New Jersey 08619 December 30, 1997 Base Ten Systems, Inc. One Electronics Drive Trenton, New Jersey 08619 Re: Consulting Services; Payment Gentlemen: As you aware,...Consulting Agreement • February 11th, 1998 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys
This letter shall confirm our agreement that my total compensation upon termination shall be equal to one year of my base salary, which is $225,000. In addition, I will make myself available as a consultant to Base Ten Systems, Inc. for a period of two years following my resignation, with respect to events and matters which occurred during my tenure as chief financial officer of Base Ten Systems, Inc., provided such consulting services do not interfere with my other employment duties.
CONSULTING AGREEMENT This CONSULTING AGREEMENT dated June 25, 1999, by and among BASE TEN SYSTEMS, INC., a New Jersey corporation having its principal offices located at One Electronics Drive, Trenton, New Jersey 08619 ("Base Ten"), EURISKO a Belgium...Consulting Agreement • August 13th, 1999 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
ARTICLE IConvertible Term Debenture • June 9th, 1997 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
CONVERGENCEHEALTH.COM SERIES A-3 PREFERRED STOCK STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of June 18, 2002, by and between ConvergenceHealth.com, a Nevada corporation ("Company"), and Base Ten Systems, Inc., a New Jersey...Stock Purchase Agreement • June 20th, 2002 • Base Ten Systems Inc • Services-prepackaged software • Nevada
Exhibit 10(nn) SEPARATION AND CONSULTING AGREEMENT THIS SEPARATION AND CONSULTING AGREEMENT (this "Agreement") dated October 20, 1997, by and between BASE TEN SYSTEMS, INC., a New Jersey corporation ("Base Ten") and MYLES M. KRANZLER ("Kranzler")....Separation and Consulting Agreement • February 11th, 1998 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
Exhibit 10(ii) BASE TEN SYSTEMS, INC. SERVICE-BASED STOCK OPTION AGREEMENT This Option Agreement (the "Agreement"), made as of October 13, 1997, is between Base Ten Systems, Inc. (the "Company"), a New Jersey corporation located at One Electronics...Service-Based Stock Option Agreement • February 11th, 1998 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys
Exhibit 10(jj) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (together with the three Exhibits hereto, the "Agreement") is entered into as of the 17th day of October, 1997, by and between BASE TEN SYSTEMS, INC., a New Jersey corporation (the...Employment Agreement • February 11th, 1998 • Base Ten Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Jersey
Exhibit 10.3 CONVERGENCEHEALTH.COM SERIES A-3 PREFERRED STOCK STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of March 12, 2002, by and between ConvergenceHealth.com, a Nevada corporation ("Company"), and Base Ten Systems, Inc., a...Stock Purchase Agreement • March 14th, 2002 • Base Ten Systems Inc • Services-prepackaged software • Nevada
