EXHIBIT 10.30 ------------- REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of the 31st day of December, 2003 (the "Effective Date") between Nestor, Inc., a Delaware corporation (the...Registration Rights Agreement • January 30th, 2004 • Nestor Inc • Services-prepackaged software • Delaware
EXHIBIT 10.1 NESTOR, INC. SECURITIES PURCHASE AGREEMENT December 28, 2005 TABLE OF CONTENTSSecurities Purchase Agreement • January 4th, 2006 • Nestor Inc • Services-prepackaged software • New York
RECITALSPurchase and Sale Agreement • November 14th, 2005 • Nestor Inc • Services-prepackaged software • California
EXHIBIT 10.47 ------------- SECURITY AGREEMENTSecurity Agreement • June 22nd, 2005 • Nestor Inc • Services-prepackaged software • New York
EXHIBIT 10.39 ------------- NESTOR, INC. Incentive Stock Option Agreement Granted Under 2004 Stock Incentive Plan 1. Grant of Option. --------------- This agreement evidences the grant by Nestor, Inc. a Delaware corporation (the "Company"), on March...Incentive Stock Option Agreement • March 30th, 2005 • Nestor Inc • Services-prepackaged software
EXHIBIT 10.50 ------------- THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY...Common Stock Purchase Warrant • June 22nd, 2005 • Nestor Inc • Services-prepackaged software • New York
SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (the "Agreement") is made and entered into this 28th day of June, 2005 (the "Effective Date") by and between Transol Corporation Ltd., an Australian limited...Settlement Agreement • August 15th, 2005 • Nestor Inc • Services-prepackaged software • California
ARTICLE I Exercise of Warrant -------------------Warrant Agreement • November 12th, 2004 • Nestor Inc • Services-prepackaged software • Delaware
GUARANTY (Corporate)Guaranty • August 6th, 2003 • Nestor Inc • Services-prepackaged software
EXHIBIT 10.41 ------------- STOCK PURCHASE AGREEMENT by and between NESTOR, INC.Stock Purchase Agreement • January 17th, 2003 • Nestor Inc • Services-prepackaged software • Delaware
NESTOR TRAFFIC SYSTEMS, INC. SUBSCRIPTION AGREEMENT Nestor Traffic Systems, Inc. One Richmond Square Providence, Rhode Island 02906 Attn: Mr. David Fox, Chief Executive Officer Gentlemen: The undersigned subscriber (the "Subscriber") is a member of...Subscription Agreement • April 23rd, 1999 • Nestor Inc • Services-prepackaged software • Delaware
EXHIBIT 10.2 ------------ REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of the 5th day of November, 2004 (the "Effective Date") between Nestor, Inc., a Delaware corporation (the...Registration Rights Agreement • November 12th, 2004 • Nestor Inc • Services-prepackaged software • Delaware
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 28, 2005, by and between Nestor, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd., a...Registration Rights Agreement • January 4th, 2006 • Nestor Inc • Services-prepackaged software • New York
EXHIBIT 10.36 ------------- EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made as of this 29th day of March 2005, is entered into by Nestor, Inc. a Delaware corporation (the "Company"), and Tadas A. Eikinas (the "Employee"). The...Employment Agreement • March 30th, 2005 • Nestor Inc • Services-prepackaged software • Rhode Island
EXHIBIT 2Stockholders Agreement • September 24th, 2001 • Nestor Inc • Services-prepackaged software • Delaware
EXHIBIT 10.1 ------------ NESTOR, INC. SECURITIES PURCHASE AGREEMENT January 14, 2004 TABLE OF CONTENTSSecurities Purchase Agreement • January 15th, 2004 • Nestor Inc • Services-prepackaged software • New York
ARTICLE 1 ---------Lease Agreement • June 2nd, 2005 • Nestor Inc • Services-prepackaged software
EXHIBIT 10.1 ------------ NOTE AGREEMENT Nestor, Inc. 5% Senior Convertible Notes Due October 31, 2007Note Agreement • November 12th, 2004 • Nestor Inc • Services-prepackaged software • New York
STOCK PLEDGE AGREEMENT ---------------------- This Stock Pledge Agreement (this "Agreement") dated as of July 31, 2003, between Laurus Master Fund, Ltd. ("Pledgee"), and Nestor Traffic Systems, Inc., a Delaware corporation ("Pledgor"). BACKGROUND...Stock Pledge Agreement • August 6th, 2003 • Nestor Inc • Services-prepackaged software • New York
EXHIBIT 10.49 ------------- NTSI PLEDGE AND SECURITY AGREEMENT This Pledge and Security Agreement (this "Agreement") dated as of May 16, 2005 between Laurus Master Fund, Ltd. ("Pledgee") and Nestor Traffic Systems, Inc., a Delaware corporation...Pledge and Security Agreement • June 22nd, 2005 • Nestor Inc • Services-prepackaged software • New York
EXHIBIT 1There is a 'blank' Footer B here to retain soft page breaks SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made as of the 7th day of March, 1996 by and among Nestor, Inc., a Delaware corporation (the...Securities Purchase Agreement • March 21st, 1996 • Nestor Inc • Services-prepackaged software • Delaware
LICENSE AGREEMENT AGREEMENT (the "Agreement") made this 28th day of March, 1997 (the "Effective Date"), by and between Nestor, Inc. a Delaware corporation having a place of business at One Richmond Square, Providence, RI 02906 ("Nestor"), and Total...License Agreement • April 8th, 1997 • Nestor Inc • Services-prepackaged software • New York
Memorandum of Understanding Between Nestor, Inc. and Churchill Lane Associates Nestor, Inc. ("Nestor") and Churchill Lane Associates, ("CLA") hereby agree to the following terms regarding the transfer as of the first day of July, 2002 to CLA of all...Memorandum of Understanding • October 10th, 2002 • Nestor Inc • Services-prepackaged software
EXHIBIT 10.29 ------------- PLACEMENT AGENT AGREEMENT ------------------------- December 24, 2003 Sanders Morris Harris Inc. 600 Travis, Suite 3100 Houston, Texas 77002 Barrett & Company, Inc. 42 Weybosset Street Providence, Rhode Island 02903-2855...Placement Agent Agreement • January 30th, 2004 • Nestor Inc • Services-prepackaged software • Delaware
LICENSE AGREEMENT THIS Agreement is entered into between ACI WORLDWIDE INC., a Nebraska corporation, having a principal office at 330 South 108th Avenue, Omaha, NE 68154-2684 ("ACI"), and NESTOR, INC. a Delaware corporation, having a principal office...License Agreement • February 9th, 2001 • Nestor Inc • Services-prepackaged software • New York
ARTICLE I INTEREST & AMORTIZATIONConvertible Note • June 22nd, 2005 • Nestor Inc • Services-prepackaged software
EXHIBIT 10.37 ------------- EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement"), made as of this 29th day of March 2005, is entered into by Nestor, Inc. a Delaware corporation (the "Company"), and Benjamin M....Employment Agreement • March 30th, 2005 • Nestor Inc • Services-prepackaged software • Rhode Island
EXHIBIT 10.39License Agreement • June 1st, 2001 • Nestor Inc • Services-prepackaged software • Delaware
EXHIBIT 10.3 ------------ REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of January 14, 2004, by and between Nestor, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund,...Registration Rights Agreement • January 15th, 2004 • Nestor Inc • Services-prepackaged software • New York
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made as of this 13th day of October 2004, is entered into by Nestor, Inc. a Delaware corporation (the "Company"), and Nigel P. Hebborn (the "Employee"). The Company desires...Employment Agreement • October 18th, 2004 • Nestor Inc • Services-prepackaged software • Rhode Island
EXHIBIT 1 FORM OF INVESTOR'S AGREEMENTInvestor's Agreement • September 24th, 2001 • Nestor Inc • Services-prepackaged software • California
EXHIBIT 10.1 ------------ FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 16th day of May 2005among NESTOR, INC, a Delaware corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the...Funds Escrow Agreement • October 3rd, 2005 • Nestor Inc • Services-prepackaged software • New York
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS ([**]), HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED....Distributorship Agreement • November 15th, 2004 • Nestor Inc • Services-prepackaged software • Delaware
PRISM NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • November 21st, 1996 • Nestor Inc • Services-prepackaged software • New York
ARTICLE I INTEREST & AMORTIZATIONSecured Term Note • January 4th, 2006 • Nestor Inc • Services-prepackaged software
