a. Reclassification or Merger. In case of any -------------------------- reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or...Warrant Agreement • November 14th, 1997 • Banyan Systems Inc • Services-prepackaged software • Massachusetts
WITNESSETH:Pledge Agreement • November 14th, 2001 • Epresence Inc • Services-computer integrated systems design
AMENDMENT NO. 1Stock Purchase Agreement • April 2nd, 2001 • Epresence Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.44 ================================================================= =============== LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 1997 • Banyan Systems Inc • Services-prepackaged software • California
Exhibit 10.66 EPRESENCE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT 1. Grant of Options. ePresence, Inc. , a Massachusetts corporation (the "Company"), hereby grants to William P. Ferry (the "Optionee"), an option, pursuant to the Company's 2001 Stock...Non-Qualified Stock Option Agreement • March 28th, 2003 • Epresence Inc • Services-computer integrated systems design
Exhibit 10.2 ------------ EPRESENCE, INC. 2001 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT -------------------------------- 1. GRANT OF OPTION. ePresence, Inc., a Massachusetts corporation (the ---------------- "Company"), hereby grants to...Incentive Stock Option Agreement • May 11th, 2001 • Epresence Inc • Services-computer integrated systems design
SEPARATION AGREEMENT AND RELEASE AND WAIVER OF CLAIMS ---------------------------- This Separation Agreement and Release and Waiver of Claims (the "Agreement") is entered into this 31 day of May, 1997, by and between BANYAN SYSTEMS INCORPORATED, with...Separation Agreement • March 31st, 1998 • Banyan Systems Inc • Services-prepackaged software • Massachusetts
EXHIBIT 10.6 ------------ THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (THE "WARRANT SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144...Warrant Agreement • August 16th, 1999 • Banyan Systems Inc • Services-prepackaged software • Massachusetts
ePresence, Inc.Restricted Stock Agreement • April 1st, 2002 • Epresence Inc • Services-computer integrated systems design • Massachusetts
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 4th day of February, 1997, is entered into by Banyan Systems Incorporated, a Massachusetts corporation (the "Company"), and William P. Ferry, residing at...Employment Agreement • March 31st, 1997 • Banyan Systems Inc • Services-prepackaged software • Massachusetts
EXHIBIT 10.64 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of November 7, 2002, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa...Loan and Security Agreement • March 28th, 2003 • Epresence Inc • Services-computer integrated systems design • Washington
Exhibit 10.6C AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT This Amendment No. 4 to Employment Agreement, made as of the 4th day of February, 1997, as amended on June 13, 1997, October 16, 1998 and December 8, 1999 (the "Agreement") between ePresence, Inc....Employment Agreement • April 2nd, 2001 • Epresence Inc • Services-computer integrated systems design
CONSULTING SERVICES AGREEMENT This agreement is made as of the 11/th/ day of November, 1996, by and between Burton Technology Partners, Ltd. ("BTP") and Banyan Systems Incorporated (the "Client"). I. BTP'S SERVICES During the term of this Agreement,...Consulting Services Agreement • March 31st, 1997 • Banyan Systems Inc • Services-prepackaged software
AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2002 • Epresence Inc • Services-computer integrated systems design
July 26, 2001 $1,063,941.33 Westboro, Massachusetts -----------------------Promissory Note • April 1st, 2002 • Epresence Inc • Services-computer integrated systems design
For value received, William P. Ferry (the "Borrower") promises to pay to the order of ePresence, Inc., a Massachusetts corporation (the "Company"), at the offices of the Company or such other place as the Company hereafter shall designate One Million Sixty-Three Thousand Nine Hundred Forty-One Dollars and Thirty-Three Cents ($1,063,941.33). This Promissory Note consolidates and replaces the two prior Promissory Notes issued by the Borrower to the Company on November 16, 2000 in the principal amount of $836,772.25, and on December 21, 2000 in the principal amount of $192,899.70. This Promissory Note is being issued pursuant to Amendment No. 5 to the Employment Agreement between the Borrower and the Company. Simple interest shall accrue on the unpaid balance from time to time outstanding, which interest rate shall be adjusted each month to the then applicable Federal rate, beginning on the date hereof. Except as otherwise provided herein, the principal amount of and all accrued interest
BANYAN SYSTEMS INCORPORATED NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------Non-Qualified Stock Option Agreement • May 17th, 1999 • Banyan Systems Inc • Services-prepackaged software
EXHIBIT 10.16 CONSENT AND AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT ---------------------------Loan and Security Agreement • March 31st, 1998 • Banyan Systems Inc • Services-prepackaged software • California
EXHIBIT 10.6 ------------ SECURED PROMISSORY NOTE -----------------------Secured Promissory Note • August 14th, 2000 • Epresence Inc • Services-computer integrated systems design
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE CORPORATIONWarrant Purchase Agreement • May 17th, 1999 • Banyan Systems Inc • Services-prepackaged software • Massachusetts
EXHIBIT 10.6A AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (this "Amendment") to Employment Agreement (the "Agreement") made as of the 4th day of February, 1997 between Banyan Systems Incorporated, a Massachusetts corporation (the...Employment Agreement • March 31st, 1999 • Banyan Systems Inc • Services-prepackaged software
Exhibit 10.58 ePresence, Inc. 1992 STOCK INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENT ------------------------------------ 1. Grant of Option. ePresence, Inc., a Massachusetts corporation (the ---------------- "Company"), hereby grants to Scott...Non-Statutory Stock Option Agreement • April 1st, 2002 • Epresence Inc • Services-computer integrated systems design
EXHIBIT 10.1 ------------ COMMON STOCK AND WARRANT PURCHASE AGREEMENT ------------------------------------------- This Common Stock and Warrant Purchase Agreement (this "Agreement") dated as of June 1, 1999 is entered into by and among Switchboard...Common Stock and Warrant Purchase Agreement • August 16th, 1999 • Banyan Systems Inc • Services-prepackaged software • New York
AMENDMENT NO. 1 TO EMPLOYMENT LETTEREmployment Agreement • November 14th, 2001 • Epresence Inc • Services-computer integrated systems design
PERCENTAGE OF SHARES AS TO EXERCISE PERIOD WHICH OPTION IS EXERCISABLE --------------- ---------------------------Incentive Stock Option Agreement • August 14th, 2001 • Epresence Inc • Services-computer integrated systems design
EXHIBIT 10.2 ------------ THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (THE "WARRANT SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144...Warrant Agreement • August 16th, 1999 • Banyan Systems Inc • Services-prepackaged software • Delaware
AMENDMENT NO. 1 TO EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • November 14th, 2001 • Epresence Inc • Services-computer integrated systems design
120 Flanders Road THIRD LEASE ADDENDUM -------------------- THIS AGREEMENT is made this 22 day of July, 1994 and shall amend that certain Lease Agreement dated April 21, 1989 (the "Original Lease") between CB Westborough C Limited Partnership, a Texas...Lease Addendum • April 2nd, 2001 • Epresence Inc • Services-computer integrated systems design
EXHIBIT 10.2 ------------ THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,...Common Stock Purchase Warrant • August 14th, 2000 • Epresence Inc • Services-computer integrated systems design • Massachusetts
AGREEMENTSAlliance Agreement • May 17th, 1999 • Banyan Systems Inc • Services-prepackaged software • Washington
Series A Convertible Preferred Stock and Warrants to Purchase Series B and Series C Convertible Preferred StockPreferred Stock and Warrant Purchase Agreement • March 10th, 1998 • Banyan Systems Inc • Services-prepackaged software • Massachusetts
Exhibit 10.39 ------------- BANYAN SYSTEMS INCORPORATED Restricted Stock Agreement Granted Under 1992 Stock Incentive Plan This Restricted Stock Agreement (this "Agreement") is made this 8th day of October, 1999, between Banyan Systems Incorporated, a...Restricted Stock Agreement • March 30th, 2000 • Banyan Systems Inc • Services-prepackaged software • Massachusetts
WITNESSETH:Pledge Agreement • April 1st, 2002 • Epresence Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.4 Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE AGREEMENT ----------------- AGREEMENT made as of June 30, 1999, by and between CBS Corporation, 51 West...License Agreement • August 16th, 1999 • Banyan Systems Inc • Services-prepackaged software • New York
BY AND AMONGStock Purchase Agreement • May 25th, 2000 • Epresence Inc • Services-prepackaged software • Massachusetts
EXHIBIT 10.65 UNCONDITIONAL GUARANTY For and in consideration of certain loans by SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production...Unconditional Guaranty • March 28th, 2003 • Epresence Inc • Services-computer integrated systems design
