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
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
ARTICLE 1 EXERCISE --------Warrant Agreement • March 13th, 2003 • Sequiam Corp • Services-business services, nec • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2006 • Sequiam Corp • Services-computer integrated systems design
This 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”).
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES...Promissory Note • December 17th, 2004 • Sequiam Corp • Services-prepackaged software • California
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...Merger Agreement • April 16th, 2002 • Wedge Net Experts Inc • Services-business services, nec
Exhibit 10.9 Quasar Group, Inc. 1746 Cole Boulevard Building 21, Suite 225 Golden, CO 80401-3210 May 23, 2003 Mark L. Mroczkowski Chief Financial Officer Sequiam Corporation 300 Sunport Lane Orlando, Florida 32809 Dear Mark: This letter agreement (the...Letter Agreement • August 20th, 2003 • Sequiam Corp • Services-prepackaged software • Florida
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
AMENDMENT AND WAIVER TO SECURITIES PURCHASE AGREEMENT AND RELATED AGREEMENTSSecurities Purchase Agreement • November 3rd, 2004 • Sequiam Corp • Services-prepackaged software • New York
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
Exhibit 10.11 STOCK PLEDGE AGREEMENT ----------------------Stock Pledge Agreement • May 6th, 2004 • Sequiam Corp • Services-prepackaged software • New York
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...Warrant Agreement • November 3rd, 2004 • Sequiam Corp • Services-prepackaged software • New York
TERMSSubordination Agreement • May 6th, 2004 • Sequiam Corp • Services-prepackaged software • New York
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
THE SECURITY DESCRIBED IN THIS AGREEMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF CERTAIN STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED...Securities Agreement • February 6th, 2004 • Sequiam Corp • Services-prepackaged software • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 18th, 2006 • Sequiam Corp • Services-computer integrated systems design • New York
This 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”).
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,...Asset Purchase Agreement • May 23rd, 2003 • Sequiam Corp • Services-prepackaged software • California
AMONGStock Exchange Agreement • August 6th, 2002 • Sequiam Corp • Services-business services, nec • Delaware
WITNESSETH:Lease Agreement • March 28th, 2003 • Sequiam Corp • Services-business services, nec • Florida
COMMON STOCK PURCHASE WARRANT To Purchase _____ Shares of Common Stock of SEQUIAM CORPORATIONSecurities Agreement • June 22nd, 2006 • Sequiam Corp • Services-computer integrated systems design
THIS 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).
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
Exhibit 10.9 Quasar Group, Inc. 1746 Cole Boulevard Building 21, Suite 225 Golden, CO 80401-3210 May 23, 2003 Mark L. Mroczkowski Chief Financial Officer Sequiam Corporation 300 Sunport Lane Orlando, Florida 32809 Dear Mark: This letter agreement (the...Retention Agreement • October 3rd, 2003 • Sequiam Corp • Services-prepackaged software • Florida
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
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
ARTICLE 1 DEFINITIONSConvertible Debenture • March 13th, 2003 • Sequiam Corp • Services-business services, nec • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2005 • Sequiam Corp • Services-prepackaged software • New York
This 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”).
Exhibit 10.6 SUBSIDIARY GUARANTYSubsidiary Guaranty • May 6th, 2004 • Sequiam Corp • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2005 • Sequiam Corp • Services-prepackaged software • New York
This 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.
EXHIBIT 10.7 EMPLOYMENT AGREEMENT ~ L. ALAN MCGINN EMPLOYMENT AGREEMENT (L. Alan McGinn) This EMPLOYMENT AGREEMENT between Sequiam Software, Inc. and L. Alan McGinn (this "Agreement") is made effective as of the 1st day of December 2002 (the...Employment Agreement • March 28th, 2003 • Sequiam Corp • Services-business services, nec • Florida
Merger Agreement - Page iv TABLE OF CONTENTSMerger Agreement • April 16th, 2002 • Wedge Net Experts Inc • Services-business services, nec • California
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:...Master Security Agreement • May 6th, 2004 • Sequiam Corp • Services-prepackaged software • New York
ARTICLE I INTERPRETATIONFunds Escrow Agreement • May 6th, 2004 • Sequiam Corp • Services-prepackaged software • New York
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...Secured Convertible Term Note • May 6th, 2004 • Sequiam Corp • Services-prepackaged software • New York
ContractWarrant Agreement • May 24th, 2005 • Sequiam Corp • Services-prepackaged software • New York
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 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.
WSRC EXPL CAA0402 LA-03-002 FDTI Exhibit 10.6 Exclusive Patent License Agreement, between Fingerprint Detection Technologies, Inc. and Westinghouse Savannah River Company LLC. EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • April 14th, 2004 • Sequiam Corp • Services-prepackaged software
