June 16, 1998 ZITEL CORPORATION ----------------------------- Common Stock Purchase WarrantCommon Stock Purchase Warrant • June 25th, 1998 • Zitel Corp • Patent owners & lessors • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of June 16, 1998 between ZITEL CORPORATION, a California corporation with offices at 47211 Bayside Parkway, Fremont, California 94538 (the "Company") and...Registration Rights Agreement • June 25th, 1998 • Zitel Corp • Patent owners & lessors • New York
EXHIBIT 10(b)Registration Rights Agreement • July 27th, 2000 • Fortel Inc /Ca/ • Patent owners & lessors • New York
Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 2,191,781 shares of Common Stock (the "SHARES") for an...Securities Purchase Agreement • July 27th, 2000 • Fortel Inc /Ca/ • Patent owners & lessors • New York
October 16, 1996 FIRST AMENDMENT TO LEASE This FIRST AMENDMENT TO LEASE ("First Amendment") is made on the 16th day of October, 1996 between CMD REALTY INVESTMENT FUND, L.P., an Illinois limited partnership ("Landlord"), and DATAMETRICS SYSTEMS...Lease • July 14th, 1997 • Zitel Corp • Patent owners & lessors
BY AND AMONG ZITEL LIMITED (BUYER), ZITEL CORPORATION,Asset Purchase Agreement • July 14th, 1997 • Zitel Corp • Patent owners & lessors • California
MATRIDIGM CORPORATION ------------------------------ SERIES A PREFERRED STOCK PURCHASE AGREEMENT ------------------------------ NOVEMBER 17, 1995 CONFIDENTIAL TREATMENT REQUESTED TABLE OF CONTENTSSeries a Preferred Stock Purchase Agreement • February 13th, 1996 • Zitel Corp • Semiconductors & related devices • California
ZITEL CORPORATION 3% CONVERTIBLE SUBORDINATED DEBENTURE DUE JUNE 15, 1999Convertible Debenture • June 25th, 1998 • Zitel Corp • Patent owners & lessors • New York
EXHIBIT 4.5 Zitel CorporationPlacement Agency Agreement • February 16th, 1999 • Zitel Corp • Patent owners & lessors • California
EXHIBIT 4.3Registration Rights Agreement • February 16th, 1999 • Zitel Corp • Patent owners & lessors • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 14th, 1997 • Zitel Corp • Patent owners & lessors • California
FORM OF LEASELease • July 14th, 1997 • Zitel Corp • Patent owners & lessors
OFFICE BUILDING LEASE FOR ONE MONUMENT PLACE BY AND BETWEEN UPLAND INDUSTRIES CORPORATION AND COLLIN EQUITIES, INC., as tenants in common (LANDLORD) AND DATAMETRICS SYSTEMS CORPORATION (TENANT)Office Building Lease • July 14th, 1997 • Zitel Corp • Patent owners & lessors
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • August 25th, 1999 • Zitel Corp • Patent owners & lessors • California
EXHIBIT 2.1 TERMINATION AND RELEASE AGREEMENT This TERMINATION AND RELEASE AGREEMENT (this "Agreement"), dated as of December 16, 1998, by and among Zitel Corporation, a California corporation ("Parent"), Millennium Holding Corp., a Delaware...Termination and Release Agreement • December 31st, 1998 • Zitel Corp • Patent owners & lessors • California
ZITEL CORPORATIONSeries B Convertible Preferred Stock Purchase Agreement • January 13th, 2000 • Zitel Corp • Patent owners & lessors • California
EXHIBIT 4.1Convertible Debenture Agreement • February 16th, 1999 • Zitel Corp • Patent owners & lessors • New York
ARTICLE I PURCHASE AND SALE OF DEBENTURES AND WARRANTSConvertible Subordinated Debenture Purchase Agreement • June 25th, 1998 • Zitel Corp • Patent owners & lessors • New York
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of May 22, 1997, by and among Zitel Corporation, a California corporation, with headquarters located at 47211 Bayside Parkway, Fremont, California...Registration Rights Agreement • May 29th, 1997 • Zitel Corp • Patent owners & lessors • California
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER by and among ZITEL CORPORATION, MILLENNIUM HOLDING CORP., ZENITH ACQUISITION CORP., MILLENNIUM ACQUISITION I CORP., and MATRIDIGM CORPORATION dated as of October 5, 1998Merger Agreement • October 6th, 1998 • Zitel Corp • Patent owners & lessors • California
FORTEL INC.Repricing Warrant • July 27th, 2000 • Fortel Inc /Ca/ • Patent owners & lessors
November 6, 2000 FORTEL, Inc. 46832 Lakeview Blvd. Fremont, CA 94538 Attention: Hank Harris RE: FORTEL, INC (THE "COMPANY") Ladies and Gentlemen, Reference is made to: (i) the Securities Purchase Agreement, dated as of July 18, 2000 (the "PURCHASE...Securities Purchase Agreement • November 17th, 2000 • Fortel Inc /Ca/ • Patent owners & lessors • New York
EXHIBIT 4.4Common Stock Purchase Warrant • February 16th, 1999 • Zitel Corp • Patent owners & lessors • New York
EXHIBIT 4.2Convertible Subordinated Debenture Purchase Agreement • February 16th, 1999 • Zitel Corp • Patent owners & lessors • New York
Exhibit 10.30 SALES REPRESENTATIVE AGREEMENT This SALES REPRESENTATIVE AGREEMENT ("Agreement") is made and entered into between MatriDigm Corporation, a California corporation having its principal place of business at 47207 Bayside Parkway, Fremont,...Sales Representative Agreement • May 14th, 1997 • Zitel Corp • Patent owners & lessors • California
BY AND AMONG ZITEL WORLD TRADE (BUYER) DATAMETRICS SYSTEM CORPORATION (SELLER) AND JOHN C. KELLY, PH.D. (SHAREHOLDER)Asset Purchase Agreement • July 14th, 1997 • Zitel Corp • Patent owners & lessors • California
EXHIBIT 4.3 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of May 21, 1997, by and among Zitel Corporation, a California corporation, with headquarters located at 47211 Bayside Parkway, Fremont, California...Securities Purchase Agreement • May 29th, 1997 • Zitel Corp • Patent owners & lessors • California
WITNESSETH: WHEREAS, concurrently with the execution of this Agreement, Parent, Millennium Holding Corp. ("Holdco"), Millennium Acquisition I Corp., a Delaware corporation and a wholly-owned subsidiary of Holdco ("Millennium Acquisition"), Zenith...Shareholder Agreement • October 6th, 1998 • Zitel Corp • Patent owners & lessors • California
Exhibit 10.29 MATRIDIGM CORPORATION PREFERRED STOCK PURCHASE AND PUT OPTION AGREEMENT INTRODUCTION This Preferred Stock Purchase and Put Option Agreement (this "Agreement") is made as of December 2, 1996 (the "Effective Date") by and among MatriDigm...Preferred Stock Purchase and Put Option Agreement • February 12th, 1997 • Zitel Corp • Patent owners & lessors • California
FORTEL INC. 2000 EQUITY INCENTIVE PLANOption Agreement • November 1st, 2000 • Fortel Inc /Ca/ • Patent owners & lessors
