ANNEX IV TO SECURITIES PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 30, 1999 (this "Agreement"), is made by and between U.S. Wireless Data, Inc., a Colorado corporation (the "Company"), and the...Registration Rights Agreement • May 11th, 1999 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • California
ARTICLE I PURCHASE AND SALE OF ASSETSPurchase Agreement • July 23rd, 1999 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • Georgia
THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE TRANSFERRED EXCEPT (A)...Warrant Agreement • April 18th, 2000 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • New York
8% ADJUSTABLE RATE CONVERTIBLE DEBENTURES of U.S. WIRELESS DATA, INC. (A Colorado Corporation)Subscription Agreement • December 17th, 1997 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • Colorado
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of April 30, 1999, is entered into by and between U.S. Wireless Data, Inc., a Colorado corporation, with headquarters located at 2200 Powell Street, Suite 800, Emeryville,...Securities Purchase Agreement • May 11th, 1999 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • California
AIRBRIDGE PACKET SERVICE AGREEMENT BETWEEN BELL ATLANTIC NYNEX MOBILE AND U.S. WIRELESS DATA INC.Service Agreement • October 15th, 1997 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • New Jersey
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE THIS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND CAN BE TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS....Common Stock Purchase Warrant • May 15th, 2000 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • Colorado
PARTIESSettlement Agreement • May 14th, 1998 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • California
WARRANT TO PURCHASE COMMON STOCK OF U.S. WIRELESS DATA, INC.Warrant Agreement • April 18th, 2000 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers)
GENERAL SECURITY AGREEMENT SECURITY AGREEMENT, dated as of December 30, 1999 (the "Agreement"), between US Wireless Data, Inc., a Colorado corporation with offices at 2200 Powell Street, Emeryville, California 94603 (the "Debtor"), and ComVest Capital...Security Agreement • January 12th, 2000 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • New York
PARTIESSettlement Agreement • May 20th, 1998 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • California
EXHIBIT 4.3 U.S. WIRELESS DATA, INC. REGISTRATION RIGHTS AGREEMENT RELATING TO THE 6% CONVERTIBLE SUBORDINATED DEBENTURES DUE JULY 21, 2000Registration Rights Agreement • July 31st, 1998 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • Colorado
U.S. WIRELESS DATA(R) INC. COMMON STOCK PURCHASE AGREEMENT RELATING TO 2,344,458 SHARES OF COMMON STOCK PURSUANT TO NOTES PAYABLE CONVERSION TO EQUITY March 19, 1999 ICommon Stock Purchase Agreement • May 18th, 1999 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • California
RECITALSLock-Up Agreement • December 17th, 1997 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • Colorado
1. PARTIES 1 1.1 Parties 1 1.2 Basic Lease Provisions 1 1.3 Defined Terms 1 2. PREMISES 2 2.1 Demise of Premises 2 2.2 Condition of Premises 2 2.3 Common Areas 2 2.4 Tenant Parking 2 3. TERM 2 3.1 Period 2 3.2 Term Commencement 2 3.3 Delayed Occupancy...Office Lease • March 18th, 1998 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers)
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made this 11th day of September, 2000 between U.S. Wireless Data, Inc., a Colorado corporation (the "Company"), and Peter J. Adamski ("Executive"), an individual who presently resides at 8 Split Rock...Employment Agreement • September 28th, 2000 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • New York
AGREEMENT ---------Assignment Agreement • May 14th, 1998 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • Colorado
SECTION 1 CERTAIN DEFINITIONSWarrant Agreement • July 31st, 1998 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • Colorado
RECITALSConsulting Agreement • October 15th, 1997 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • California
THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE TRANSFERRED EXCEPT (A)...Warrant Agreement • April 18th, 2000 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • New York
U.S. WIRELESS DATA, INC. SUBSCRIPTION AGREEMENT made as of this ____ day of _____________, 2000 between U.S. Wireless Data, Inc., a corporation organized under the laws of the State of Colorado with offices at 2200 Powell Street, Suite 800,...Subscription Agreement • April 18th, 2000 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • New York
PURCHASE AGREEMENT U.S. Wireless Data, Inc. (the "Company") and The Cuttyhunk Fund Limited ("Cuttyhunk") hereby agree as follows: (1) Cuttyhunk represents and warrants to the Company that Cuttyhunk is the record and beneficial owner of 90,941 shares...Purchase Agreement • May 15th, 2000 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers)
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made this 3rd day of May 1999 between U.S. Wireless Data, Inc., a Colorado corporation (the "Company"), and Dean Michael Leavitt (the "Executive"). WHEREAS, the parties hereto wish to enter into an...Employment Agreement • June 30th, 1999 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • California
RECITALSSoftware License Agreement • July 2nd, 1999 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • Arizona
LETTER OF INTENT Cardservice International, Inc. (CSI) and U.S. Wireless Data, Inc. (USWD) intend to form a non-exclusive strategic partnership for the purpose of jointly exploiting payment system opportunities using wireless technologies. This...Letter of Intent • December 18th, 1998 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers)
PURCHASE AGREEMENT U.S. Wireless Data, Inc. (the "Company") and Tonga Partners, L.P. ("Tonga") hereby agree as follows: (1) Tonga represents and warrants to the Company that Tonga is the record and beneficial owner of 136,411 shares of the Company's...Purchase Agreement • May 15th, 2000 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers)
U.S. WIRELESS DATA, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of this 3rd day of May, 1999, by and between U.S. WIRELESS DATA, INC., a Colorado corporation (the "Company"), and Dean...Indemnification Agreement • July 2nd, 1999 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • Colorado
EMPLOYMENT AGREEMENT This Employment Agreement is effective as of August 21, 1998, by and between Evon A. Kelly ("Employee"), and U.S. Wireless Data, Inc., a Colorado corporation ("USWD"). WHEREAS, Employee has agreed to resign as Chief Executive...Employment Agreement • December 18th, 1998 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • California
EXHIBIT 10.27 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement"), dated and effective as of June 29, 1998 is entered into by and between U.S. WIRELESS DATA, INC., a Colorado corporation (herein referred to as the "Company") and LIVIAKIS...Consulting Agreement • July 31st, 1998 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • California
ENGAGEMENT AGREEMENT This Agreement is effective as of the date of execution, by and between U.S. Wireless Data, Inc., 2200 Powell Street, Suite 450, Emeryville, CA 94608 (referred to as "Company"), and entrenet Group, LLC, 1304 Southpoint Boulevard,...Engagement Agreement • May 20th, 1998 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • California
EXHIBIT 10.26 U.S. WIRELESS DATA, INC. NOTE AND WARRANT PURCHASE AND SECURITY AGREEMENT 1. General. This Note and Warrant Purchase Agreement sets forth the terms under which the undersigned ("Investor") agrees to purchase a $250,000 principal amount,...Note and Warrant Purchase Agreement • July 16th, 1998 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • Colorado
EXHIBIT 4.1 DEBENTURE AGREEMENT ------------------- NEITHER THE DEBENTURES NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF, OR AS INTEREST ON, THE DEBENTURES, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE OR FOREIGN...Debenture Agreement • July 31st, 1998 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers)
RECITALSShareholder Voting Agreement • December 17th, 1997 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • Colorado
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made this 11th day of February 2000 between U.S. Wireless Data, Inc., a Colorado corporation (the "Company"), and Charles I. Leone, an individual who presently resides at 11 Leon Court, Rockville...Employment Agreement • May 15th, 2000 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers) • New York
December 30, 1999 US Wireless Data, Inc. 2200 Powell Street Emeryville, CA 94603 Attn: Dean Leavitt Re: Commitment Letter Gentlemen: Please be advised that in connection with the term sheet (the "Term Sheet"), dated December 23, 1999 by and between...Commitment Letter • January 12th, 2000 • U S Wireless Data Inc • Calculating & accounting machines (no electronic computers)
