RECITALSShare Purchase Agreement • March 10th, 2005 • Neoware Systems Inc • Electronic computers
RECITALSAsset Purchase Agreement • March 10th, 2005 • Neoware Systems Inc • Electronic computers
BETWEENAsset Purchase Agreement • May 10th, 2005 • Neoware Systems Inc • Electronic computers • Pennsylvania
Exhibit 10.1 November 1, 2002 By Hand Delivery ---------------- Anthony J. DePaul 204 Woods Road Glenside, Pennsylvania Re: Separation Agreement -------------------- Dear Tony: This letter is to confirm your termination of employment from Neoware...Separation Agreement • February 14th, 2003 • Neoware Systems Inc • Electronic computers
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made the ___ day of December, 2001 by and between NEOWARE SYSTEMS, INC., a Delaware corporation ("Employer"), and ANTHONY J. DePAUL ("Employee"). W I T N E S S E T H : WHEREAS,...Employment Agreement • February 14th, 2002 • Neoware Systems Inc • Electronic computers • Pennsylvania
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT is dated as of July 10, 2003 by and between NEOWARE SYSTEMS, INC., a Delaware corporation with its principal office at 400 Feheley Drive, King of Prussia, Pennsylvania 19406...Securities Purchase Agreement • July 16th, 2003 • Neoware Systems Inc • Electronic computers • Delaware
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made the 16th day of November, 2005 by and between NEOWARE SYSTEMS, INC., a Delaware corporation ("Employer"), and WEI CHING ("Employee"). W I T N E S S E T H : WHEREAS,...Employment Agreement • February 7th, 2006 • Neoware Inc • Electronic computers • Pennsylvania
BEGINNING ON NUMBER OF SHARES ------------ ---------------- __________ ____ __________ ____Non-Qualified Stock Option Agreement • September 13th, 2004 • Neoware Systems Inc • Electronic computers
1) PERICOM HOLDING PLC ----------------------- (2) PERICOM SOFTWARE PLC ------------------------ (3) NEOWARE UK LIMITED ---------------------- (4) NEOWARE SYSTEMS INC ----------------------- (5) RON CRAGG ------------- AGREEMENT ---------Sale and Purchase Agreement • July 16th, 2003 • Neoware Systems Inc • Electronic computers
BY AND AMONGMerger Agreement • November 22nd, 2005 • Neoware Systems Inc • Electronic computers • Delaware
LEASE AGREEMENTLease Agreement • August 8th, 2005 • Neoware Systems Inc • Electronic computers • Pennsylvania
EX 99.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of May 22, 2002 by and among Neoware Systems, Inc., a Delaware corporation (the "Company"), Emerging Growth Equities, Ltd....Registration Rights Agreement • June 5th, 2002 • Neoware Systems Inc • Electronic computers • Delaware
WITNESSETH:Employment Agreement • September 28th, 1999 • Neoware Systems Inc • Electronic computers • Pennsylvania
3,000,000 Shares NEOWARE, INC. Common Stock, Par Value $0.001 UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2006 • Neoware Inc • Electronic computers • New York
Neoware, Inc., a Delaware corporation (the “Company”), proposes to sell 3,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to 450,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
BEGINNING ON NUMBER OF SHARES ------------ ---------------- ________ _____ ________ _____Incentive Stock Option Agreement • September 13th, 2004 • Neoware Systems Inc • Electronic computers
Exhibit 10.5 NEOWARE SYSTEMS, INC. 2004 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT ---------------------------- FOR OPTIONEES RESIDING IN FRANCE -------------------------------- Neoware Systems, Inc. (the "Company") hereby grants to...Stock Option Award Agreement • February 9th, 2005 • Neoware Systems Inc • Electronic computers • Pennsylvania
Exhibit 10.6 NEOWARE SYSTEMS, INC. 2004 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT ------------------------------------------ Neoware Systems, Inc. (the "Company") hereby grants to _________________ (the "Optionee") an option...Non-Qualified Stock Option Award Agreement • February 9th, 2005 • Neoware Systems Inc • Electronic computers • Pennsylvania
Exhibit 10.4 NEOWARE SYSTEMS, INC. 2004 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT -------------------------------------- Neoware Systems, Inc. (the "Company") hereby grants to _____________ (the "Optionee") an option (the "Option")...Incentive Stock Option Award Agreement • February 9th, 2005 • Neoware Systems Inc • Electronic computers • Pennsylvania
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of July 10, 2003 by and among Neoware Systems, Inc., a Delaware corporation (the "Company") and the persons listed as the Investors on the signature...Registration Rights Agreement • July 16th, 2003 • Neoware Systems Inc • Electronic computers • Delaware
BEGINNING ON NUMBER OF SHARES ------------ ---------------- ___________ _____ ___________ _____Non-Qualified Stock Option Agreement • September 13th, 2004 • Neoware Systems Inc • Electronic computers
Exhibit 10.3Commercial Lease Amendment • September 28th, 2000 • Neoware Systems Inc • Electronic computers
EXHIBIT 10.15 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT is dated as of July 10, 2003 by and between NEOWARE SYSTEMS, INC., a Delaware corporation with its principal office at 400 Feheley Drive, King of Prussia, Pennsylvania...Securities Purchase Agreement • September 15th, 2003 • Neoware Systems Inc • Electronic computers • Delaware
NEOWARE SYSTEMS, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT NEOWARE SYSTEMS, INC. (the "Company") hereby grants to _______ (the "Optionee") this option to purchase shares of the Company's Common Stock at a price and on the terms set forth...Non-Employee Director Stock Option Agreement • September 13th, 2004 • Neoware Systems Inc • Electronic computers
NEOWARE SYSTEMS, INC. 2004 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT FOR OPTIONEES RESIDING IN FRANCE Neoware Systems, Inc. (the "Company") hereby grants to ___________ (the "Optionee") an option (the "Option") to purchase a total of _______...Stock Option Award Agreement • July 12th, 2005 • Neoware Systems Inc • Electronic computers • Pennsylvania
AGREEMENT AND PLAN OF MERGER BY AND AMONG HEWLETT-PACKARD COMPANY, NARWHAL ACQUISITION CORPORATION AND NEOWARE, INC.Merger Agreement • July 23rd, 2007 • Neoware Inc • Electronic computers • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July __, 2007, by and among Hewlett-Packard Company, a Delaware corporation (“Parent”), Narwhal Acquisition Corporation, a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and Neoware, Inc., a Delaware corporation (“Company”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeparation Agreement • November 9th, 2006 • Neoware Inc • Electronic computers • Pennsylvania
This Agreement constitutes the sole and entire Agreement between the parties hereto, and supersedes any and all understandings and agreements made prior hereto except any such agreements concerning confidentiality and/or non-competition and non-solicitation, the obligations of which are expressly confirmed by Associate. There are no collateral understandings, representations or agreements other than those contained herein. It is understood and agreed that the execution of this Agreement by Neoware is not an admission of liability on its part to Associate, and execution of this Agreement by Associate is not an admission of liability on Associate’s part to Neoware, but is a settlement agreement to put to rest any claim of any kind whatsoever relating to the employment of Associate by Neoware and/or the cessation of that employment.
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeparation Agreement • February 9th, 2007 • Neoware Inc • Electronic computers • California
Associate understands and acknowledges that Associate has twenty-one (21) days from the date hereof to consider this Agreement. Associate also understands and acknowledges that Associate has seven (7) days after signing this Agreement to revoke Associate’s consent (the “Revocation Period”). Associate further acknowledges that except for the recital identifying the Termination Effective Date and Section VI (g) hereof, which are effective immediately, this Agreement is not effective until after the Revocation Period has passed. If Associate elects to revoke this Agreement, Associate must send Associate’s written notice of revocation to Julie Fuchs, Neoware, Inc., 3200 Horizon Drive, King of Prussia, PA 19406 by overnight mail from a recognized courier therefore.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 13th, 2005 • Neoware Systems Inc • Electronic computers
THIS AMENDMENT (the “Amendment”) is being executed and delivered by and between NEOWARE SYSTEMS, INC., a Delaware corporation (“Neoware”) and TELEVIDEO, INC., a Delaware corporation (“TeleVideo”), and is dated as of June 14, 2005, in order to amend that certain Asset Purchase Agreement by and between Neoware and TeleVideo, dated January 10, 2005 (the “Purchase Agreement”), and by which Neoware and TeleVideo, in consideration of the mutual promises contained in the Purchase Agreement and in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, hereby agree as follows:
JOINT FILING AGREEMENTJoint Filing Agreement • August 20th, 2004 • Neoware Systems Inc • Electronic computers
TERMINATION AND SERVICE AGREEMENTTermination and Service Agreement • November 9th, 2006 • Neoware Inc • Electronic computers • Pennsylvania
This Termination and Service Agreement (the “Agreement”) is entered into by and between Michael Kantrowitz (“Executive”), and Neoware, Inc., on behalf of itself and each of its present and future related entities, affiliates, subsidiaries and each of their respective successors and assigns (the “Company”).
Exhibit 10.3 NEOWARE SYSTEMS, INC. 2004 EQUITY INCENTIVE PLAN ANNUAL DIRECTOR GRANT AGREEMENT ------------------------------- Neoware Systems, Inc. (the "Company") hereby grants to _____________ (the "Optionee") an option (the "Option") to purchase a...Annual Director Grant Agreement • February 9th, 2005 • Neoware Systems Inc • Electronic computers • Pennsylvania
EXHIBIT 10.16 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of July 10, 2003 by and among Neoware Systems, Inc., a Delaware corporation (the "Company") and the persons listed as the Investors on the...Registration Rights Agreement • September 15th, 2003 • Neoware Systems Inc • Electronic computers • Delaware
June 30, 2003 By Hand Delivery ---------------- Vincent T. Dolan 265 Aldrin Drive Ambler, Pennsylvania 19002 Re: Separation Agreement and General Release of Claims -------------------------------------------------- Dear Vince: This letter is to...Separation Agreement and General Release of Claims • September 15th, 2003 • Neoware Systems Inc • Electronic computers
February 14, 2000 By EMAIL -------- Edward C. Callahan, Jr. 515 Day Spring Lane West Chester, PA 19382-8554 Re: Separation Agreement -------------------- Dear Ed: This letter is to confirm your voluntary resignation from your position as President and...Separation Agreement • May 15th, 2000 • Neoware Systems Inc • Electronic computers
