ContractWarrant Agreement • March 9th, 2004 • Atx Group Inc • Texas
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT AND ANY SUCH APPLICABLE LAWS OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.***Telematics Services Agreement • March 9th, 2004 • Atx Group Inc • New York
This TELEMATICS SERVICES AGREEMENT (“Agreement”) is made as of January 1, 2002 (the “Effective Date”), by and between BMW of North America, LLC, a Delaware limited liability company (“BMW”), and ATX Technologies, Inc., a Texas corporation (“ATX”), each of whom may be hereafter referred to individually as a “party” or collectively as the “parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 9th, 2004 • Atx Group Inc • Texas
This Executive Employment Agreement (“Agreement”) is entered into as of January 15, 2004, between ATX TECHNOLOGIES, INC., a Texas corporation (the “Company”), and Steven A. Millstein (“Executive”).
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.*** CONFIDENTIAL TREATMENTTelematics Services Agreement • March 9th, 2004 • Atx Group Inc
This Telematics Services Agreement (hereinafter the “Agreement”) is made as of this 31st day of March, 2003 (hereinafter “Effective Date”) by and between ATX Technologies, Inc. (hereinafter “ATX”) and Mercedes-Benz USA, LLC (hereinafter MBUSA) each of whom may be hereafter referred to individually as “party” or collectively as the “parties.”
ATX Group, Inc. Shares a/ Common Stock ($.01 par value) Underwriting AgreementUnderwriting Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec • New York
ATX Group, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, shares of Common Stock, $.01 par value (“Common Stock”) of the Company (collectively, said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). Vodafone Holding GmbH, a limited liability company established and organized under the laws of the Federal Republic of Germany and registered in the Commercial Register at the local court in Dusseldorf, as the selling stockholder (the “Selling Stockholder”), also proposes to grant to the Underwriters an option to purchase up to additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additiona
AMENDED AND RESTATED WARRANTWarrant Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec • Texas
WHEREAS, ATX Technologies, Inc. (“ATX”) granted to Hi-Tek INTERNATIONAL, L.L.C. (“Hi-Tek”) that certain Warrant, dated as of July 2, 1998, exercisable by Hi-Tek for purchase up to 2,857 shares of common stock, par value $.01 per share of ATX (“ATX Common Stock”), at a price of $1.75 per share upon the terms and conditions set forth therein (the “PriorWarrant”), a copy of which is attached hereto as Exhibit A; and
ATX TECHNOLOGIES, INC. FIRST AMENDMENT TO RESTRUCTURING AGREEMENTRestructuring Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec
This FIRST AMENDMENT TO RESTRUCTURING AGREEMENT (the “Amendment”), is made and entered into as of June 15, 2004, and amends that certain Restructuring Agreement, dated as of April 24, 2004, (the “Leininger Restructuring Agreement”) by and among ATX Group, Inc., a Delaware corporation (“ATX Group”), ATX Technologies, Inc., a Texas corporation (“ATX”), James R. Leininger M.D. (“Leininger”), and certain shareholders of ATX (the “Leininger Shareholders”).
RE: Continuing Employment AgreementContinuing Employment Agreement • March 9th, 2004 • Atx Group Inc • Texas
This letter, when executed by both you and ATX Technologies, Inc. (“Company”) sets forth the terms of your continuing employment and the rights and obligations of each of us related thereto.
WARRANT RESTRUCTURING AGREEMENT (Nichimen)Warrant Restructuring Agreement • April 13th, 2004 • Atx Group Inc • Communications services, nec • Texas
This Warrant Restructuring Agreement (this “Agreement”) is entered into as of March 25, 2004 by and between ATX Technologies, Inc., a Texas corporation (“ATX”), ATX Group, Inc., a Delaware corporation (“ATX Group”), and Nichimen America, Inc., a New York corporation (the “Holder”).
RESTRUCTURING AGREEMENT (Leininger)Restructuring Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec • Delaware
This Restructuring Agreement (“Agreement”) is entered into as of April 24, 2004 by and between ATX Technologies, Inc., a Texas corporation (“ATX”), ATX Group, Inc., a Delaware corporation (“ATX Group”), James R. Leininger, M.D. (“Leininger”), and the shareholders of ATX set forth on Schedule A hereto (collectively, together with Leininger, the “Leininger Shareholders”).
ContractNote Agreement • March 9th, 2004 • Atx Group Inc • Texas
THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN AMENDED AND RESTATED AGREEMENT, DATED AS OF JULY 13, 2001. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR ENCUMBERED, EXCEPT IN STRICT ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT. A TRANSFEREE OF THIS NOTE SHALL BE BOUND BY SUCH AGREEMENT. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE HOLDER OF THIS NOTE.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec • Texas
This Registration Rights Agreement (this “Agreement”) is entered into as of April 26, 2004 by and among ATX Group, Inc., a Delaware corporation (the “Company”), ATX Technologies, Inc., a Texas corporation (the “ATX Tech”), and the holders of the ATX Tech common stock, par value $.01 per share (“Common Stock”) listed on Schedule A hereto, each of which is herein referred to individually as a “Shareholder” and together as the “Shareholders.” This Agreement shall become effective only upon the consummation (closing and funding), on or prior to September 30, 2004, of an underwritten public offering of shares of Common Stock of the Company pursuant to a registration statement under the Securities Act of 1933, as amended (the “Act”) resulting in aggregate gross proceeds to the Company and any selling stockholders of not less than $50,000,000 (a “Qualified Public Offering”).
ATX GROUP, INC. VOTING AGREEMENTVoting Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec • Delaware
This Voting Agreement (this “Agreement”) is entered into as of April 26, 2004, by and between Vodafone Deutschland GmbH, a German limited liability company (“Vodafone”), James R. Leininger, M.D. (“Leininger”), and the other shareholders of ATX Technologies, Inc., a Texas corporation (“ATX”), listed on the signature pages hereto (the “Common Shareholders” and, together with Leininger, the “Leininger Shareholders,” with Vodafone, Leininger and the Leininger Shareholders being collectively referred to as the “Shareholders”).
ATX TECHNOLOGIES, INC. FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CONVERTIBLE NOTEConvertible Note • June 18th, 2004 • Atx Group Inc • Communications services, nec
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CONVERTIBLE NOTE (the “Amendment”), is made and entered into as of June 15, 2004, and amends that certain Second Amended and Restated Convertible Note, dated as of April 24, 2004, (the “Leininger Note”) by and among ATX Group, Inc., a Delaware corporation (“ATX Group”), ATX Technologies, Inc., a Texas corporation (“ATX”), and James R. Leininger M.D. (“Leininger”).
RESTRUCTURING AGREEMENT (Vodafone)Restructuring Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec • Delaware
This Restructuring Agreement (“Agreement”) is entered into as of April 26, 2004 by and between ATX Technologies, Inc., a Texas corporation (“ATX”), ATX Group, Inc., a Delaware corporation (“ATX Group”), and Vodafone Deutschland GmbH, a German limited liability company (“Vodafone”).
ATX GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENT (Foreign Subsidiary Affiliate)Nonqualified Stock Option Agreement • April 13th, 2004 • Atx Group Inc • Communications services, nec • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is granted on the above date (the “Date of Grant”) by ATX Group, Inc., a Delaware corporation (the “Company”), to the person named above (“Optionee”), upon the following terms and conditions and pursuant and subject to the Company’s 2004 Stock Incentive Plan, as amended from time to time (the “Plan”). Optionee is affiliated with a foreign subsidiary of the Company or an Affiliate (“Subsidiary”). Unless otherwise defined herein, all capitalized terms in this Agreement shall have the meaning assigned to them in the Plan.
THIRD AMENDMENT TO TELEMATICS SERVICES AGREEMENTTelematics Services Agreement • March 9th, 2004 • Atx Group Inc
This third amendment (Amendment) is entered into this 6th day of January, 2004, by and between ATX Technologies, Inc., a Texas corporation (“ATX”) and BMW of North America, LLC, a Delaware limited liability company (“BMW”), each of whom may hereinafter be referred to individually as a party or collectively as the parties.
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec • Texas
This Agreement and Plan of Merger (“Agreement”) is entered into on this 15 day of June, 2004, by and among ATX Group, Inc., a Delaware corporation (“Parent”), ATX MergerCo, Inc., a Texas corporation (“Merger Sub”), and ATX Technologies, Inc., a Texas corporation (“ATX”).
This note was issued with “original issue discount.” The total amount of the original issue discount, the issue date, and the yield to maturity on the issue date will be provided in writing to the holder hereof promptly upon request to ATX...Convertible Note • June 18th, 2004 • Atx Group Inc • Communications services, nec • Texas
SECOND AMENDED AND RESTATED CONVERTIBLE NOTE (this “Note”), dated as of April 24, 2004, between ATX TECHNOLOGIES, INC., a Texas corporation, and ATX GROUP, INC., a Delaware corporation, (collectively referred to herein as “Maker”), and James R. Leininger, an individual residing in San Antonio, Texas, or his assigns (“Payee”).
ATX TECHNOLOGIES, INC. FIRST AMENDMENT TO WARRANT RESTRUCTURING AGREEMENTWarrant Restructuring Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec
This FIRST AMENDMENT TO WARRANT RESTRUCTURING AGREEMENT (the “Amendment”), is made and entered into as of June 15, 2004, and amends that certain WARRANT RESTRUCTURING AGREEMENT, dated as of March 25, 2004, (the “Warrant Restructuring Agreement”) by and among ATX Technologies, Inc., a Texas corporation, (“ATX”), ATX Group, Inc., a Delaware corporation (“ATX Group”), and Sojitz Corporation of America (formerly known as Nichimen American, Inc.), a New York Corporation (“Sojitz”).
FIRST AMENDMENT TO LEASE AGREEMENT AND CONFIRMATION OF COMMENCEMENT DATE February 18, 2000Lease Agreement • March 9th, 2004 • Atx Group Inc • Texas
Re: Lease Agreement (the “Lease”) dated August 6, 1999, between FREEPORT #2, L.P., a Texas limited partnership (“Landlord”), and ATX TECHNOLOGIES, INC., a Texas corporation (“Tenant”). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Lease.
1st Amendment to the Share Purchase AgreementShare Purchase Agreement • March 9th, 2004 • Atx Group Inc
On 2 July 2003 the Seller, the Purchaser, Vodafone Passo GmbH and ATX Technologies, Inc. signed a Share Purchase Agreement (deed no. 873/2003 of notary Dr. Paul Rombach). The Parties have agreed to amend/change the Share Purchase Agreement as follows:
TRAMMELL CROW COMPANY COMMERCIAL LEASE AGREEMENT BETWEEN FREEPORT #2, L.P., LANDLORD AND ATX TECHNOLOGIES, INC., TENANTCommercial Lease Agreement • March 9th, 2004 • Atx Group Inc • Texas
This Lease Agreement (this “Lease”) is entered into as of August 6, 1999 between FREEPORT #2, L.P., a Texas limited partnership (“Landlord”), and ATX TECHNOLOGIES, INC., a Texas corporation (“Tenant”).
ATX GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENT (Outside Director or Consultant)Nonqualified Stock Option Agreement • April 13th, 2004 • Atx Group Inc • Communications services, nec • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is granted on the above date (the “Date of Grant”) by ATX Group, Inc., a Delaware corporation (the “Company”), to the person named above (“Optionee”), upon the following terms and conditions and pursuant and subject to the Company’s 2004 Stock Incentive Plan, as amended from time to time (the “Plan”). Unless otherwise defined herein, all capitalized terms in this Agreement shall have the meaning assigned to them in the Plan.
FIRST AMENDMENT TO TELEMATICS SERVICES AGREEMENTTelematics Services Agreement • March 9th, 2004 • Atx Group Inc
This first amendment (Amendment) is entered into this 30th day of January, 2003, by and between ATX Technologies, Inc., a Texas corporation (“ATX”), and BMW of North America, LLC, a Delaware limited liability company (“BMW”), each of whom may hereinafter be referred to individually as a party or collectively as the parties.
TELE AID SUBSCRIBER AGREEMENT FOR MERCEDES-BENZ VEHICLES ALL YELLOW SECTIONS BELOW MUST BE COMPLETED TO VALIDATE SUBSCRIPTION SUBSCRIBER INFORMATION (REQUIRED) (Must match signature) ADDITIONAL DRIVER INFORMATION (if applicable) Mr. Ms. Mrs. Dr....Tele Aid Subscriber Agreement • April 13th, 2004 • Atx Group Inc • Communications services, nec • Texas
This is a legal agreement the subscriber named on the front of this agreement (“you”), Mercedes-Benz USA, LLC (“MBUSA”), and ATX Technologies, Inc. (“ATX”), governing the provision of Tele Aid Services to your Mercedes-Benz vehicle. Whether or not you have signed this agreement, by activating and using the Tele Aid Services, you accept and agree to be bound by the terms and conditions of this agreement.
SECOND AMENDMENT TO TELEMATICS SERVICES AGREEMENTTelematics Services Agreement • March 9th, 2004 • Atx Group Inc
This second amendment (Amendment) is entered into this 29th day of August, 2003, by and between ATX Technologies, Inc., a Texas corporation (“ATX”), and BMW of North America, LLC, a Delaware limited liability company (“BMW”), each of whom may hereinafter be referred to individually as a party or collectively as the parties.
ATX GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENT (Employee)Nonqualified Stock Option Agreement • April 13th, 2004 • Atx Group Inc • Communications services, nec • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is granted on the above date (the “Date of Grant”) by ATX Group, Inc., a Delaware corporation (the “Company”), to the person named above (“Optionee”), upon the following terms and conditions and pursuant and subject to the Company’s 2004 Stock Incentive Plan, as amended from time to time (the “Plan”). Optionee is an employee of the Company or an Affiliate. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the meaning assigned to them in the Plan.
ATX GROUP, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • April 13th, 2004 • Atx Group Inc • Communications services, nec • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is granted on the above date (the “Date of Grant”) by ATX Group, Inc., a Delaware corporation (the “Company”), to the person named above (“Optionee”), upon the following terms and conditions and pursuant and subject to the Company’s 2004 Stock Incentive Plan, as amended from time to time (the “Plan”). Optionee is an employee of the Company or an Affiliate. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the meaning assigned to them in the Plan.
INDEMNITY AGREEMENTIndemnification Agreement • April 13th, 2004 • Atx Group Inc • Communications services, nec • Texas
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between ATX Group, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
