Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of April 27, 2004, by and between Sequiam Corporation, a California corporation (the "Company"), and Laurus Master Fund, Ltd....Registration Rights Agreement • May 6th, 2004 • Sequiam Corp • Services-prepackaged software • New York
Contract Type FiledMay 6th, 2004 Company Industry Jurisdiction
LEASE AGREEMENT BY AND BETWEEN SEQUIAM SPORTS, INC. AND EAST GROUP PROPERTIES, L.P.Lease Agreement • August 30th, 2004 • Sequiam Corp • Services-prepackaged software • Florida
Contract Type FiledAugust 30th, 2004 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2006 • Sequiam Corp • Services-computer integrated systems design
Contract Type FiledMay 18th, 2006 Company IndustryThis Registration Rights Agreement (this “Agreement”) is made and entered into as of May 17, 2006 among Sequiam Corporation, a California corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
Exhibit 10.3 SEQUIAM CORPORATION AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o Ironshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands Date:...Security Agreement • May 6th, 2004 • Sequiam Corp • Services-prepackaged software • New York
Contract Type FiledMay 6th, 2004 Company Industry Jurisdiction
Exhibit 10.3 Letter Agreement dated December 5, 2003, between Sequiam Corporation and The Eversull Group, Inc. Jack W. Eversull PresidentLetter Agreement • April 14th, 2004 • Sequiam Corp • Services-prepackaged software
Contract Type FiledApril 14th, 2004 Company Industry
MEMORANDUM OF AGREEMENTMemorandum of Agreement • July 3rd, 2001 • Wedge Net Experts Inc • Services-business services, nec
Contract Type FiledJuly 3rd, 2001 Company Industry
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into effective as of May 9, 2003 (the "Effective Date"), by and among SEQUIAM BIOMETRICS, INC., a Florida corporation ("Buyer"), and SMART BIOMETRICS,...Assignment and Assumption Agreement • May 23rd, 2003 • Sequiam Corp • Services-prepackaged software • California
Contract Type FiledMay 23rd, 2003 Company Industry Jurisdiction
ARTICLE I INTEREST & AMORTIZATION 1.1 (a) Interest Rate. Subject to Sections 4.11 and 5.6 hereof, interest ------------- payable on this Note shall accrue at a rate per annum (the "INTEREST RATE") equal to the "prime rate" published in The Wall Street...Sequiam Corp • May 6th, 2004 • Services-prepackaged software • New York
Company FiledMay 6th, 2004 Industry Jurisdiction
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Sequiam Corp • November 3rd, 2004 • Services-prepackaged software • New York
Company FiledNovember 3rd, 2004 Industry Jurisdiction
Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement dated as of March ___, 2003 (this "AGREEMENT") by and between Sequiam Corporation, a California corporation, with principal executive offices located at 300 Sunport Lane, Orlando,...Registration Rights Agreement • March 13th, 2003 • Sequiam Corp • Services-business services, nec • California
Contract Type FiledMarch 13th, 2003 Company Industry Jurisdiction
1. The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and 50,000,000 shares of Series A Preferred Stock of which 35,739,276 shares and 0 shares, respectively, are issued and outstanding as of the date hereof and...Securities Purchase Agreement • March 13th, 2003 • Sequiam Corp • Services-business services, nec • California
Contract Type FiledMarch 13th, 2003 Company Industry Jurisdiction
Exhibit 10.11 STOCK PLEDGE AGREEMENT ----------------------Stock Pledge Agreement • May 6th, 2004 • Sequiam Corp • Services-prepackaged software • New York
Contract Type FiledMay 6th, 2004 Company Industry Jurisdiction
TERMSSubordination Agreement • May 6th, 2004 • Sequiam Corp • Services-prepackaged software • New York
Contract Type FiledMay 6th, 2004 Company Industry Jurisdiction
AMENDMENT AND WAIVER TO SECURITIES PURCHASE AGREEMENT AND RELATED AGREEMENTSSecurities Purchase Agreement • November 3rd, 2004 • Sequiam Corp • Services-prepackaged software • New York
Contract Type FiledNovember 3rd, 2004 Company Industry Jurisdiction
COMMON STOCK PURCHASE WARRANT To Purchase _____ Shares of Common Stock of SEQUIAM CORPORATIONSequiam Corp • June 22nd, 2006 • Services-computer integrated systems design
Company FiledJune 22nd, 2006 IndustryTHIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sequiam Corporation, a California corporation (the “Company”), up to _____ shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENTAgreement • August 30th, 2004 • Sequiam Corp • Services-prepackaged software • Virginia
Contract Type FiledAugust 30th, 2004 Company Industry Jurisdiction
THIS FORBEARANCE AGREEMENT (this "Agreement") is entered into on the __ day --------- of January, 2003 (the "Agreement Date"), and is effective as of July 1, 2002 -------------- (the "Effective Date"), by and between BREKEL GROUP, INC., a Delaware...Forbearance Agreement • March 28th, 2003 • Sequiam Corp • Services-business services, nec • Florida
Contract Type FiledMarch 28th, 2003 Company Industry Jurisdiction
ARTICLE 1 DEFINITIONSSequiam Corp • March 13th, 2003 • Services-business services, nec • California
Company FiledMarch 13th, 2003 Industry Jurisdiction
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 18th, 2006 • Sequiam Corp • Services-computer integrated systems design • New York
Contract Type FiledMay 18th, 2006 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2006, among Sequiam Corporation, a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2005 • Sequiam Corp • Services-prepackaged software • New York
Contract Type FiledDecember 2nd, 2005 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of November __, 2005, among Sequiam Corporation, a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMONGStock Exchange Agreement • August 6th, 2002 • Sequiam Corp • Services-business services, nec • Delaware
Contract Type FiledAugust 6th, 2002 Company Industry Jurisdiction
CERTIFICATE OF MERGER FIRST: The name of the constituent corporations that are a part of the merger are as follows: SEQUIAM ACQUISITIONS, INC. and the place of its organization is the State of California; and SEQUIAM, INC., and the place of its...Agreement of Merger • April 16th, 2002 • Wedge Net Experts Inc • Services-business services, nec
Contract Type FiledApril 16th, 2002 Company Industry
Exhibit 10.12 -------------- EMPLOYMENT AGREEMENT (Charles D. Vollmer) This EMPLOYMENT AGREEMENT between Sequiam Information Management Systems, Inc. and Charles D. Vollmer (this "Agreement") is made effective as of the 28th day of April, 2003 (the...Employment Agreement • June 23rd, 2003 • Sequiam Corp • Services-prepackaged software • Florida
Contract Type FiledJune 23rd, 2003 Company Industry Jurisdiction
Exhibit 10.14 -------------- EMPLOYMENT AGREEMENT (James D. Ring) This EMPLOYMENT AGREEMENT between Sequiam Education, Inc. and James D. Ring (this "Agreement") is made effective as of the 1st day of June, 2003 (the "Effective Date") by and between...Employment Agreement • June 23rd, 2003 • Sequiam Corp • Services-prepackaged software • Florida
Contract Type FiledJune 23rd, 2003 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2005 • Sequiam Corp • Services-prepackaged software • New York
Contract Type FiledMay 24th, 2005 Company Industry JurisdictionThis Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (the "Securities Purchase Agreement"), and pursuant to the Warrants referred to therein.
75,000.00 ORLANDO, FLORIDA ---------- ---------------- SEPTEMBER 30, 2004Sequiam Corp • November 5th, 2004 • Services-prepackaged software • California
Company FiledNovember 5th, 2004 Industry Jurisdiction
Exhibit 10.6 SUBSIDIARY GUARANTYSubsidiary Guaranty • May 6th, 2004 • Sequiam Corp • Services-prepackaged software • New York
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ARTICLE I INTERPRETATIONFunds Escrow Agreement • May 6th, 2004 • Sequiam Corp • Services-prepackaged software • New York
Contract Type FiledMay 6th, 2004 Company Industry Jurisdiction
THIS AGREEMENT ("Agreement") made this 27th day of August, 2003, between the ---- SEQUIAM BIOMETRICS, INC., a Florida corporation, doing business at 300 Sunport Lane, Orlando, FL 32809, hereinafter called the "Sequiam", and T&N Enterprises, A Virginia...Memorandum of Agreement • November 5th, 2004 • Sequiam Corp • Services-prepackaged software • Florida
Contract Type FiledNovember 5th, 2004 Company Industry Jurisdiction
Exhibit 2.2 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into effective as of June 1, 2003 (the "Effective Date"), by and among SEQUIAM EDUCATION, INC., a Florida corporation ("Buyer"), and TELEPARTNERS, INC., a...Asset Purchase Agreement • October 3rd, 2003 • Sequiam Corp • Services-prepackaged software • Florida
Contract Type FiledOctober 3rd, 2003 Company Industry Jurisdiction
Exhibit 10.5 License Agreement for Use of Co-location Space, dated November 2003, between Sequiam Software, Inc. and FDS Telecommunications, L.P. 150 N. Orange, Orlando, Florida LICENSE AGREEMENT FOR USE OF COLOCATION SPACE THIS LICENSE ("License") is...License Agreement • April 14th, 2004 • Sequiam Corp • Services-prepackaged software • Florida
Contract Type FiledApril 14th, 2004 Company Industry Jurisdiction
IN PATENTS AND TRADEMARKS THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of April 27, 2004, is executed by Sequiam Biometrics, Inc., a Florida corporation ("Sequiam ------- Biometrics"), in favor of Laurus Master Fund, Ltd. (the "Secured...Sequiam Corp • May 6th, 2004 • Services-prepackaged software
Company FiledMay 6th, 2004 Industry
Merger Agreement - Page iv TABLE OF CONTENTSAgreement and Plan of Merger • April 16th, 2002 • Wedge Net Experts Inc • Services-business services, nec • California
Contract Type FiledApril 16th, 2002 Company Industry Jurisdiction
ContractSequiam Corp • May 24th, 2005 • Services-prepackaged software • New York
Company FiledMay 24th, 2005 Industry JurisdictionTHIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SEQUIAM CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
WITNESSETH:Lease Agreement • March 28th, 2003 • Sequiam Corp • Services-business services, nec • Florida
Contract Type FiledMarch 28th, 2003 Company Industry Jurisdiction