REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 7, 1998 (this "Agreement"), is made by and between UNICOMP, INC., a Colorado corporation (the "Company"), and ADVANTAGE FUND II LTD. (the "Initial Investor"). W I T...Registration Rights Agreement • October 19th, 1998 • Unicomp Inc • Services-computer integrated systems design • Colorado
UNICOMP, INC. 1,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 1996 • Unicomp Inc • Services-computer integrated systems design • California
LOAN AGREEMENT --------------Loan Agreement • January 4th, 1999 • Unicomp Inc • Services-computer integrated systems design
SERIES A CONVERTIBLE PREFERRED STOCK and COMMON STOCK PURCHASE WARRANTS SUBSCRIPTION AGREEMENT SERIES A CONVERTIBLE PREFERRED STOCK and COMMON STOCK PURCHASE WARRANTS UNICOMP, INC.Subscription Agreement • October 19th, 1998 • Unicomp Inc • Services-computer integrated systems design • Colorado
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "AGREEMENT") dated as of November 8, 2000, by, between and among CALIFORNIA SOFTWARE CORPORATION, a Nevada corporation ("BUYER"), UNIBOL, LTD, a United Kingdom corporation ("Company") ICS...Stock Purchase Agreement • December 12th, 2000 • Unicomp Inc • Services-computer integrated systems design • California
STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT ("AGREEMENT") is executed as of this 18th day of December, 1998 by and among UNICOMP, INC. ("BUYER" or the "COMPANY"), a Colorado corporation, and The Governor and Company of the Bank of...Stock Repurchase Agreement • January 19th, 1999 • Unicomp Inc • Services-computer integrated systems design • Colorado
THIS DEBENTURE is dated and made BETWEEN: (1) ICS UNICOMP LIMITED, UNIBOL LIMITED, ICS COMPUTING GROUP LIMITED whose registered offices are at Acre House, 11-15 William Road, London, NW1 3ER and AURORA UNICOMP LIMITED whose registered office is at...Debenture • January 4th, 1999 • Unicomp Inc • Services-computer integrated systems design
THIS GUARANTEE AND INDEMNITY is made BY DEED the BY EACH OF: THE COMPANIES whose name and registered office is set out in the First Schedule (hereinafter together referred to as the `Guarantors') IN FAVOUR OF SX3 LIMITED (the `Creditor') WHEREAS the...Guarantee and Indemnity • January 4th, 1999 • Unicomp Inc • Services-computer integrated systems design
AGREEMENT FOR THE SALE AND PURCHASE OF THE GOODWILL BUSINESS AND ASSETS OF ICS UNICOMP LIMITED L'ESTRANGE & BRETT ARNOTT HOUSE 12/16 BRIDGE STREET BELFAST BT1 1LSAgreement for the Sale and Purchase of the Goodwill Business and Assets • December 15th, 1999 • Unicomp Inc • Services-computer integrated systems design
EXHIBIT 10.10 [LOGO] October 29, 1996 Mr. Harry Hargens Smoky Mountain Technologies 205 Highway 64 West Murphy, North Carolina 28906 Dear Harry: It is my understanding that we have agreed as follows: 1. Atalla will market the Smoky Mountain...Joint Marketing Agreement • November 5th, 1996 • Unicomp Inc • Services-computer integrated systems design
[LOGO] October 29, 1996 Mr. Harry Hargens Smoky Mountain Technologies 205 Highway 64 West Murphy, North Carolina 28906 Dear Harry: It is my understanding that we have agreed as follows: 1. Atalla will market the Smoky Mountain Technologies ("SMT") LAN Controllers and related software (the "Controllers") and the Atalla APTM Personal Transaction Machine as a joint hardware/software solution for the retail industry. Atalla will act as a wordwide nonexclusive Value Added Reseller for SMT. 2. Since hardware compatibility has already been determined, only software modifications are required, which Atalla will undertake and attempt to complete by December 19, 1996. SMT will assist Atalla in the foregoing by providing resources, including but not limited to, technical consultation and documentation, as reasonably required by Atalla. 3. Subject to completion of the above, the approximate target for first customer shipment ("FCS") will be the first calendar quarter 1997. 4. Estimated volume of 5
EXHIBIT 2.1Share Sale Agreement • March 6th, 1997 • Unicomp Inc • Services-computer integrated systems design • London
UNICOMP INC (GUARANTOR) (3)Agreement for the Sale and Purchase of Certain Assets and the Goodwill • January 4th, 1999 • Unicomp Inc • Services-computer integrated systems design
ADDENDUM TO STOCK PURCHASE AGREEMENT This is an addendum to that certain Stock Purchase Agreement dated as of November 10, 2000, by between and among CALIFORNIA SOFTWARE CORPORATION ("Buyer"), UNIBOL, LTD ("Company"), UNICOMP COMPUTING GROUP LTD...Stock Purchase Agreement • December 12th, 2000 • Unicomp Inc • Services-computer integrated systems design
