AGREEMENTRegistration Rights Agreement • July 7th, 1998 • Osage Systems Group Inc • Services-computer integrated systems design • Illinois
1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 14th, 2000 • Osage Systems Group Inc • Services-computer integrated systems design • Delaware
Exhibit 4.3 Form of Common Stock Purchase WarrantCommon Stock Purchase Warrant • October 26th, 2000 • Osage Systems Group Inc • Services-computer integrated systems design
RECITALSAgreement and Plan of Merger • March 27th, 1998 • Osage Systems Group Inc • Services-motion picture & video tape production • Delaware
BY AND AMONGStock Purchase Agreement • July 7th, 1998 • Osage Systems Group Inc • Services-computer integrated systems design • Illinois
STOCK OPTION AGREEMENT UNDER THE AMENDED AND RESTATED 1993 STOCK OPTION PLAN OF OSAGE SYSTEMS GROUP, INC. (the "Plan")Stock Option Agreement • April 14th, 2000 • Osage Systems Group Inc • Services-computer integrated systems design • Delaware
1 Exhibit 10.18 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 22nd day of June, 1998, by and between OPEN BUSINESS SYSTEMS, INC., an Illinois corporation (hereinafter "Company"), and JOHN E. UDELHOFEN, an individual currently residing in...Employment Agreement • July 7th, 1998 • Osage Systems Group Inc • Services-computer integrated systems design • Illinois
2 3 7. NO PRIOR AGREEMENTS: In order to induce the Company to engage in these discussions and to enter into a definitive employment agreement with you, by virtue of your signature at the end hereof, you are confirming to us that you are not a party to...Employment Agreement • April 14th, 2000 • Osage Systems Group Inc • Services-computer integrated systems design
EMPLOYMENT AGREEMENT This Agreement is made and entered into at Phoenix, Arizona, effective as of December 22, 1997 by and between Pacific Rim Entertainment, Inc., a Delaware corporation (hereinafter referred to as "Employer") and Jack Leadbeater, a...Employment Agreement • January 6th, 1998 • Pacific Rim Entertainment Inc • Services-motion picture & video tape production • Arizona
EMPLOYMENT AGREEMENT This Agreement is made and entered into at Phoenix, Arizona, effective as of December 22, 1997, by and between Pacific Rim Entertainment, Inc., a Delaware corporation (hereinafter referred to as "Employer") and Michael Glynn, a...Employment Agreement • January 6th, 1998 • Pacific Rim Entertainment Inc • Services-motion picture & video tape production • Arizona
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 22nd, 2001 • Osage Systems Group Inc • Services-computer integrated systems design • Arizona
This ASSET PURCHASE AGREEMENT is made this 9th day of February, 2001, by, between and among OSAGE SYSTEMS GROUP, INC., a Delaware corporation ("Osage"), and its wholly owned subsidiaries, OSAGE COMPUTER GROUP, INC., a Delaware corporation ("Osage Computer"), SOLSOURCE COMPUTERS, INC., a California corporation ("SolSource"), H.V. JONES, INC., a Texas corporation ("HV Jones"), OPEN SYSTEM TECHNOLOGIES, INC., a Delaware corporation ("OST"), OPEN BUSINESS SYSTEMS, INC., an Illinois corporation ("OBS"), OSAGE SYSTEMS GROUP MINNESOTA, INC., a Minnesota corporation ("OSGM"), OSAGE iXi, Inc., a Delaware corporation ("Osage iXi") (Osage, Osage Computer, SolSource, HV Jones, OST, OBS, OSGM and Osage iXi also referred to individually as "Seller" and collectively as "Sellers"), POMEROY COMPUTER RESOURCES, INC., a Delaware corporation ("Pomeroy") and POMEROY SELECT INTEGRATION SOLUTIONS, INC., a Delaware corporation ("PSIS") (Pomeroy and PSIS also referred to individually as "Purchaser" and collect
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 1999 • Osage Systems Group Inc • Services-computer integrated systems design
BY AND AMONGMerger Agreement • March 27th, 1998 • Osage Systems Group Inc • Services-motion picture & video tape production • Delaware
2 3 c) if Employee is terminated for "cause" for any of the following events: (i) any act or omission perpetrated as the result of gross negligence or with intent to harm the Employer or Osage or any of its affiliates, or the business of either; (ii)...Employment Agreement • March 27th, 1998 • Osage Systems Group Inc • Services-motion picture & video tape production • Arizona
1 EXHIBIT 9.2 AMENDMENT TO VOTING TRUST AGREEMENT This Amendment ("Amendment") is entered into on June 12, 1998, by and among Burton Bentley, as Trustee ("Trustee"), Jack R. Leadbeater, as the Successor Trustee ("Successor Trustee"), Osage Systems...Voting Trust Agreement • August 14th, 1998 • Osage Systems Group Inc • Services-computer integrated systems design • Delaware
BY AND AMONGMerger Agreement • January 6th, 1998 • Pacific Rim Entertainment Inc • Services-motion picture & video tape production • Delaware
Units consisting of a $3,000,000 Principal Amount Convertible Subordinated Debenture and Common Stock Purchase WarrantsSecurities Purchase Agreement • December 7th, 1999 • Osage Systems Group Inc • Services-computer integrated systems design • Delaware
1 EXHIBIT 10.16 2 NONCOMPETITION AGREEMENTNoncompetition Agreement • May 8th, 1998 • Osage Systems Group Inc • Services-computer integrated systems design • Florida
EMPLOYMENT AGREEMENT This Agreement is made and entered into at Phoenix, Arizona, effective as of December 22, 1997, by and between Pacific Rim Entertainment, Inc., a Delaware corporation (hereinafter referred to as "Employer") and David Olson, a...Employment Agreement • January 6th, 1998 • Pacific Rim Entertainment Inc • Services-motion picture & video tape production • Arizona
4- 5 Company for charges arising from such conduct; (iii) controlled substance abuse or drug addiction; alcoholism which interferes with or affects Executive's responsibilities to the Company or which reflects negatively upon the integrity or...Employment Agreement • July 7th, 1998 • Osage Systems Group Inc • Services-computer integrated systems design • Illinois
4- 5 Company for charges arising from such conduct; (iii) controlled substance abuse or drug addiction; alcoholism which interferes with or affects Executive's responsibilities to the Company or which reflects negatively upon the integrity or...Employment Agreement • July 7th, 1998 • Osage Systems Group Inc • Services-computer integrated systems design • Illinois
1 EXHIBIT 10.17 2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 1998 • Osage Systems Group Inc • Services-computer integrated systems design • Florida
WITNESSETH:Severance Agreement • December 7th, 1999 • Osage Systems Group Inc • Services-computer integrated systems design • Arizona
1 EXHIBIT 2.5 AGREEMENT AND PLAN OF MERGERMerger Agreement • March 27th, 1998 • Osage Systems Group Inc • Services-motion picture & video tape production • Delaware
Exhibit 4.1 Subscription Agreement dated as of September 22, 2000 by and among Osage and certain purchasersSubscription Agreement • October 26th, 2000 • Osage Systems Group Inc • Services-computer integrated systems design • New York
WITNESSETH:Severance Agreement • December 7th, 1999 • Osage Systems Group Inc • Services-computer integrated systems design • Arizona
53 2 (e) Place of Payment. Maker shall make all payments to Payee at the address of Payee as set forth on the first page of this Note or to such other place or places as Payee, from time to time, shall designate in writing to Maker.Senior Secured Note • September 16th, 1997 • Pacific Rim Entertainment Inc • Services-motion picture & video tape production • Pennsylvania
1 2 (i) A failure by the Company to comply with any material provision of the Employment Agreement, which failure has not been cured within ten (10) days after notice of noncompliance has been given by Executive to the Company;Termination Benefits Agreement • March 31st, 1999 • Osage Systems Group Inc • Services-computer integrated systems design • Arizona
AGREEMENTRegistration Rights Agreement • March 27th, 1998 • Osage Systems Group Inc • Services-motion picture & video tape production • Delaware
1 EXHIBIT 10.31 AMENDMENT TO OPTION TO PURCHASE COMMON STOCK AGREEMENT This Amendment to the Option to Purchase Common Stock of Osage Systems Group, Inc. ("Amendment") is made effective as of the 12th day of June, 1998, by and between Osage Systems...Option to Purchase Common Stock Agreement • August 14th, 1998 • Osage Systems Group Inc • Services-computer integrated systems design • Delaware
Exhibit 4.2 Form of Convertible NoteConvertible Note • October 26th, 2000 • Osage Systems Group Inc • Services-computer integrated systems design • New York
2 3 (b) In connection with a proposed Acquisition Transaction, AMLF's advisory services will include the following: (i) assistance in the evaluation of a third party from a financial point of view, (ii) assistance and advice with respect to the form...Investment Banking Agreement • March 31st, 1999 • Osage Systems Group Inc • Services-computer integrated systems design • Pennsylvania
SETTLEMENT AGREEMENT AND AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT Dated August 11, 1999 by and among OSAGE SYSTEMS GROUP, INC. and OSAGE COMPUTER GROUP, INC. as Buyer, LEVERAGED SOLUTIONS, INC. as Seller and MICHAEL EHRENSBERGER and ROBERT...Settlement Agreement and Amendment to Asset Purchase Agreement • April 14th, 2000 • Osage Systems Group Inc • Services-computer integrated systems design • Delaware
1 EXHIBIT 10.15 2 CONSULTING AGREEMENTConsulting Agreement • May 8th, 1998 • Osage Systems Group Inc • Services-computer integrated systems design • Florida
