1 EXHIBIT 10.19 EMPLOYMENT AGREEMENT This Agreement is made and entered into this 16th day of July, 1999, by and between AXCESS Inc. ("Company") and Allen Griebenow ("Employee"). The following recitals are true and constitute the basis for this...Employment Agreement • March 30th, 2000 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • Texas
December 29, 1997 Amphion Ventures L.P. ("Ventures II") Antiope Partners L.L.C. ("Partners") c/o Jackson Hole Management Company 590 Madison Avenue, 32nd Floor New York, New York 10022 J.P. Morgan Investment Corporation ("JPMIC") 60 Wall Street New...Note Purchase Agreement • April 23rd, 1998 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies
EXHIBIT 10.14 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") dated as of September 30, 1999, by and between AXCESS Inc., a Delaware corporation (the "Company"), and Amphion Ventures L.P., a Delaware limited...Registration Rights Agreement • November 15th, 1999 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • Delaware
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT BY AND BETWEENAsset Purchase Agreement • August 12th, 1999 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • Texas
1 EXHIBIT 10.22 AMPHION VENTURES L.P. FORM OF PROMISSORY NOTE AMPHION VENTURES L.P., a New York limited partnership having its principal place of business in New York, New York ("Amphion Ventures"), for value received, hereby promises to pay to the...Promissory Note • May 15th, 1998 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies
THIS CERTIFIES THAT, for value received, Wolfensohn Associates L.P. ("Wolfensohn") or its successors in interest, assigns or transferees (collectively, the "Warrant Holder"), is entitled to subscribe for and purchase from Lasertechnics, Inc., a...Warrant Agreement • May 14th, 1997 • Lasertechnics Inc • Miscellaneous electrical machinery, equipment & supplies • New York
RECITALSSecurity Agreement • March 30th, 2001 • Axcess Inc/Tx • Services-computer integrated systems design
1 Exhibit 10.18 PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of the 18th day of August, 1997 (the "Agreement") by and among Lasertechnics, Inc., a Delaware corporation (the "Pledgor"), Wolfensohn Partners L.P., a Delaware limited partnership (the...Pledge Agreement • April 23rd, 1998 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • New York
AXCESS INC. 3208 Commander Drive Carrollton, Texas 75006Preferred Stock Purchase Agreement • April 1st, 1999 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • New York
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 23rd, 1998 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • Texas
1 EXHIBIT 10.15 STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • April 1st, 1999 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • Delaware
AXCESS INC.Warrant Agreement • April 23rd, 1998 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • Delaware
EXHIBIT 10.1 PATENT PURCHASE AGREEMENT This PATENT PURCHASE AGREEMENT (this "AGREEMENT") is entered into on October 17, 2005 (the "EFFECTIVE DATE") by and between Paolo Visual Data LLC, a Nevada limited liability company, with an office at 2215-B...Patent Purchase Agreement • March 16th, 2006 • Axcess International Inc/Tx • Services-computer integrated systems design • Delaware
EXHIBIT 10.12 AMENDEMENT TO THE OEM LICENSE AGREEMENT --------------------------------------- This Amendment to the OEM License Agreement ("Agreement") by and between Xerox Corporation ("Xerox") and Sandia Imaging Systems ("Sandia") is made this...Oem License Agreement • March 28th, 1997 • Lasertechnics Inc • Miscellaneous electrical machinery, equipment & supplies • California
January 8, 1998 To the Holders listed on Schedule I attached hereto: PREFERRED STOCK EXCHANGE AGREEMENT Dear Sirs: This Agreement sets forth the terms and conditions on which Lasertechnics, Inc., a Delaware corporation (the "Company"), and each of the...Preferred Stock Exchange Agreement • April 23rd, 1998 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • Delaware
Form of 2008B Stock Purchase Agreement AXCESS INTERNATIONAL INC. 3208 Commander Drive Carrollton, Texas 75006Stock Purchase Agreement • November 14th, 2008 • Axcess International Inc/Tx • Services-computer integrated systems design • Texas
This Agreement sets forth the terms and conditions on which Axcess International Inc., a Delaware Corporation, of 3208 Commander Drive, Carrollton, Texas, 75006 (the “Company”) will issue and sell to (the “Purchaser”) shares of Series 2008B Preferred Stock of the Company, par value $0.01 per share (the “Preferred”) and Series 2008B Warrants (the “Warrants”) which provide the right to purchase shares of the Company’s Common Stock.
1 EXHIBIT 10.15 INTELLECTUAL PROPERTY TRANSFER AGREEMENT This INTELLECTUAL PROPERTY TRANSFER AGREEMENT (the "Agreement") is made as of the 7th (seventh) day of January 1998, (the "Execution Date") by and between LASERTECHNICS, INC. (hereinafter...Intellectual Property Transfer Agreement • March 31st, 1998 • Lasertechnics Inc • Miscellaneous electrical machinery, equipment & supplies • Texas
AXCESS INC.Common Stock Purchase Warrant • March 30th, 2001 • Axcess Inc/Tx • Services-computer integrated systems design • Delaware
AXCESS INC. 3208 Commander Drive Carrollton, Texas 75006Series H Preferred Stock Purchase Agreement • May 15th, 1998 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • New York
SECTION 1 DEFINITIONSSecurity Agreement • March 30th, 2001 • Axcess Inc/Tx • Services-computer integrated systems design • Texas
AXCESS INC.Convertible Note • November 15th, 1999 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • New York
AXCESS INC. 3208 Commander Drive Carrollton, Texas 75006Note Payable Conversion Agreement • April 1st, 1999 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • New York
PARTNER AGREEMENTPartner Agreement • November 26th, 2003 • Axcess International Inc/Tx • Services-computer integrated systems design • Virginia
This partner agreement (hereafter called AGREEMENT) made this 20th day of December 1999 is entered into by and between Sonitrol Corp., a corporation chartered under the laws of the State of Virginia with principal place of business located at 211 N. Union St., Suite 350 Alexandria, VA 22314 (hereafter called Sonitrol) and AXCESS Inc. (hereinafter called AXCESS) with principal place of business located at 3208 Commander, TX 75006.
WORLD-WIDE SUPPLY AGREEMENT BETWEEN HONEYWELL INTERNATIONAL AND AGREEMENT CONTROL NUMBER FPHW2084Supply Agreement • November 26th, 2003 • Axcess International Inc/Tx • Services-computer integrated systems design
Whereas Honeywell International, acting through and on behalf of its Home and Building Control North America Region (NAR) Automation & Control Products (ACP) ("Buyer") and Axcess, Inc. ("Seller") are desirous of entering into a comprehensive agreement for the purchase and sale of Radio Frequency Identification and other related technology and complementary products.
AXCESS INC. Carrollton, Texas 75006Stock Purchase Agreement • May 14th, 2004 • Axcess International Inc/Tx • Services-computer integrated systems design • Texas
This Agreement sets forth the terms and conditions on which Axcess International Inc., a Delaware Corporation, of 3208 Commander Drive, Carrollton, Texas, 75006 (the “Company”) will issue and sell to , of (the “Purchaser”) shares of Series 2004 Preferred Stock of the Company, par value $0.01 per share (the “Preferred”) and Series 2004 Warrants (the “Warrants”) which provide the right to purchase shares of the Company’s Common Stock.
AXCESS INC.Warrant Agreement • March 30th, 2000 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • Delaware
AXCESS Inc. December 29, 2000 3208 Commander Drive Dallas, Texas 75006 Re: Series A, B and C Preferred Stock Dividends ------------------------------------------- Ladies and Gentlemen: Amphion Ventures L.P., a Delaware limited partnership ("Amphion"),...Preferred Stock Dividend Agreement • March 30th, 2001 • Axcess Inc/Tx • Services-computer integrated systems design
FORM OF VOTING COMMON STOCK PURCHASE WARRANTVoting Common Stock Purchase Warrant • November 2nd, 2009 • Axcess International Inc/Tx • Services-computer integrated systems design
NEITHER THIS WARRANT NOR ANY SHARES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR ANY SUCH SHARES MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION.
ContractConvertible Note • April 14th, 2010 • Axcess International Inc/Tx • Services-computer integrated systems design
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR LAWS OR PURSUANT TO AN EXEMPTION THEREFROM.
Form of BRIDGE FINANCING AGREEMENTBridge Financing Agreement • August 14th, 2002 • Axcess Inc/Tx • Services-computer integrated systems design • Delaware
This BRIDGE FINANCING AGREEMENT (the “Agreement”) is made as of this day of July, 2002, by and among AXCESS Inc., a Delaware corporation (the “Company”), and , (the “Investor”).
1 EXHIBIT 99.2 AMENDED AND RESTATED INTELLECTUAL PROPERTY TRANSFER AGREEMENT This AMENDED AND RESTATED INTELLECTUAL PROPERTY TRANSFER AGREEMENT (the "Agreement") is made as of the ____th day of September, 1998 (the "Execution Date") by and between...Intellectual Property Transfer Agreement • September 23rd, 1998 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • Texas
Borrowed Employees and Advisory AgreementBorrowed Employees and Advisory Agreement • March 31st, 2005 • Axcess International Inc/Tx • Services-computer integrated systems design • Texas
This Borrowed Employees and Advisory Agreement is made effective as of January 1, 2005, between Amphion Capital Partners LLC (“ACP”) and Axcess International, Inc. (“AXCESS”). AXCESS is publicly traded on the Bulletin Board as OTCBB: AXSI. AXCESS is a provider of hardware and software solutions in the security and transportation industry. ACP will assist in a variety of areas relating to the investor relations and technology research for AXCESS under the following terms and conditions:
Ladies and Gentlemen:Preferred Stock Purchase Agreement • March 30th, 2006 • Axcess International Inc/Tx • Services-computer integrated systems design • Texas
This Agreement sets forth the terms and conditions on which Axcess International Inc., a Delaware Corporation, of 3208 Commander Drive, Carrollton, Texas, 75006 (the “Company”) will issue and sell to , of (the “Purchaser”) shares of Series 2005 Preferred Stock of the Company, par value $0.01 per share (the “Preferred”) and Series 2005 Warrants (the “Warrants”) which provide the right to purchase shares of the Company’s Common Stock.
Form of 2008 Stock Purchase Agreement AXCESS INTERNATIONAL INC. 3208 Commander Drive Carrollton, Texas 75006Stock Purchase Agreement • August 14th, 2008 • Axcess International Inc/Tx • Services-computer integrated systems design • Texas
This Agreement sets forth the terms and conditions on which Axcess International Inc., a Delaware Corporation, of 3208 Commander Drive, Carrollton, Texas, 75006 (the “Company”) will issue and sell to (the “Purchaser”) shares of Series 2008 Preferred Stock of the Company, par value $0.01 per share (the “Preferred”).
AXCESS INC. 3208 Commander Drive Carrollton, Texas 75006Series 2000 Preferred Stock Purchase Agreement • March 30th, 2000 • Axcess Inc/Tx • Miscellaneous electrical machinery, equipment & supplies • New York
