Exhibit 1.06 CLASS B COMMON SHARE PURCHASE WARRANTWarrant Agreement • February 1st, 2001 • Protosource Corp • Services-computer integrated systems design • New York
600,000 UnitsUnderwriting Agreement • September 14th, 2000 • Protosource Corp • Services-computer integrated systems design • New York
ANDAsset Purchase Agreement • November 9th, 1999 • Protosource Corp • Services-computer integrated systems design • New York
Exhibit 4.02 ProtoSource Corporation INCENTIVE STOCK OPTION AGREEMENT UNDER THE 1995 EMPLOYEE INCENTIVE STOCK OPTION PLAN Between: ProtoSource Corporation (the "Company") and _______________ (the "Employee") dated _____________. The Company hereby...Incentive Stock Option Agreement • May 14th, 1999 • Protosource Corp • Services-computer integrated systems design
EXHIBIT 10.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS IS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (the "Agreement"),dated as of February 12, 2003, by and among ProtoSource Corporation, a California corporation ("Acquiror"),...Agreement and Plan of Merger • January 16th, 2004 • Protosource Corp • Services-computer integrated systems design • Pennsylvania
AMONGWarrant Agreement • May 5th, 1998 • Protosource Corp • Services-computer integrated systems design • New York
EXHIBIT 10.3 Form of Consulting Agreement Between Protosource Corporation and Raymond Meyers CONSULTING AGREEMENT BY AND BETWEEN PROTOSOURCE CORPORATION AND RAYMOND MEYERSConsulting Agreement • November 9th, 1999 • Protosource Corp • Services-computer integrated systems design • California
900,000 Shares of Common Stock and 900,000 Redeemable Common Stock Purchase WarrantsUnderwriting Agreement • May 5th, 1998 • Protosource Corp • Services-computer integrated systems design • New York
EXHIBIT 10.4 Form of Employment Agreement Between Protosource Corporation and William ConisEmployment Agreement • November 9th, 1999 • Protosource Corp • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of September , 1996 by and among ProtoSource Corporation, a California corporation (the "Company"), and each of the signatures to this Agreement (collectively, the...Registration Rights Agreement • January 28th, 1997 • Protosource Corp • Services-computer integrated systems design • Delaware
LOCK-UP AGREEMENT ----------------- LOCK-UP AGREEMENT (the "Agreement" or "Lock-Up Agreement") dated September 30, 1996 by and between _______________ , an officer of ProtoSource Corporation with a place of business at 2580 West Shaw Road, Fresno...Lock-Up Agreement • January 28th, 1997 • Protosource Corp • Services-computer integrated systems design • New York
EXHIBIT 10.3 FORM OF EMPLOYMENT AGREEMENT, DATED AS OF AUGUST 1, 2000, BETWEEN PROTOSOURCE CORPORATION AND MARK BLANCHARDEmployment Agreement • August 31st, 2000 • Protosource Corp • Services-computer integrated systems design • New York
WARRANT AGREEMENT dated as of October _, 1996 between PROTOSOURCE CORP., a California corporation (the "Company"), and ANDREW, ALEXANDER, WISE & COMPANY, INCORPORATED or its designees (hereinafter referred to variously as the "Holder" or the...Warrant Agreement • January 28th, 1997 • Protosource Corp • Services-computer integrated systems design • New York
Exhibit 10.18 AMENDMENT NO. 1 TO STOCK EXCHANGE AGREEMENT AMENDMENT NO. 1 TO STOCK EXCHANGE AGREEMENT, dated as of August 22, 2000 and effective as of August 1, 2000 (the "Original Agreement"), by and among ProtoSource Corporation, a corporation...Stock Exchange Agreement • January 19th, 2001 • Protosource Corp • Services-computer integrated systems design
EXHIBT 1.04 AGREEMENT AMONG UNDERWRITERS Agreement dated as of __________ __, 2001 between Kashner Davidson Securities Corp. ("KDSC" or the "Managing Underwriter"), and the several underwriters listed on Schedule 1hereto which are herein collectively...Underwriting Agreement • January 19th, 2001 • Protosource Corp • Services-computer integrated systems design • New York
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT BY AND BETWEEN SUNCOAST ACQUISITION CORP., SUNCOAST AUTOMATION, INC., AND PROTOSOURCE CORPORATION DATED AS OF JULY 1, 2001 TABLE OF CONTENTSAsset Purchase Agreement • July 16th, 2001 • Protosource Corp • Services-computer integrated systems design • Illinois
Exhibit 10.19 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made this 3rd day of April, 1997 between Protosource Corporation, a California corporation, ("Employer") and Raymond Meyers, ("Employee"). This Agreement is made with...Employment Agreement • May 5th, 1998 • Protosource Corp • Services-computer integrated systems design
Exhibit 10.20 BRIDGE LOAN AGREEMENT ProtoSource Corporation (the "Company") 2300 Tulare Street, Ste 210 Fresno, California 93721 To: Raymond Meyers, Chief Executive Officer The undersigned (the "Lender") hereby promises to lend, as provided herein,...Bridge Loan Agreement • May 5th, 1998 • Protosource Corp • Services-computer integrated systems design • New York
UNDERWRITER'S WARRANT AGREEMENTUnderwriter's Warrant Agreement • January 19th, 2001 • Protosource Corp • Services-computer integrated systems design • New York
Exhibit 1.08 FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT --------------------------------------------------- This Agreement is made and entered into as of the day of , 1998 between Andrew Alexander Wise & Company, Inc., a New York corporation...Financial Advisory and Investment Banking Agreement • May 5th, 1998 • Protosource Corp • Services-computer integrated systems design • New York
BY AND AMONGMerger Agreement • February 24th, 2003 • Protosource Corp • Services-computer integrated systems design • Pennsylvania
Exhibit 4.03 PROTOSOURCE CORPORATION NON-STATUTORY STOCK OPTION AGREEMENT UNDER THE 1999 EXECUTIVE OFFICERS' STOCK OPTION PLAN Between: PROTOSOURCE CORPORATION (the "Company") andNon-Statutory Stock Option Agreement • May 14th, 1999 • Protosource Corp • Services-computer integrated systems design
DIVESTITURE AGREEMENT dated, December 31, 1996 by and between PROTOSOURCE CORPORATION a California corporation (the "Seller"),Divestiture Agreement • January 28th, 1997 • Protosource Corp • Services-computer integrated systems design • California
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • December 13th, 2000 • Protosource Corp • Services-computer integrated systems design • New York
1,000,000 UnitsSelected Dealer's Agreement • January 19th, 2001 • Protosource Corp • Services-computer integrated systems design
Agreement ---------Exclusive Cable Development and Programming Services Agreement • December 13th, 2000 • Protosource Corp • Services-computer integrated systems design • Florida
SELECTED DEALER'S AGREEMENT ---------------------------Selected Dealer's Agreement • December 13th, 2000 • Protosource Corp • Services-computer integrated systems design
Exhibit 1.01 ProtoSource Corporation 1,000,000 Units UNDERWRITING AGREEMENT Kashner Davidson Securities Corporation 77 South Palm Avenue Sarasota, Florida 34326 Gentlemen: ProtoSource Corporation, a corporation organized under the laws of the State of...Underwriting Agreement • January 19th, 2001 • Protosource Corp • Services-computer integrated systems design • New York
Form of Severance Agreement betweenSeverance Agreement • November 9th, 1999 • Protosource Corp • Services-computer integrated systems design
Agreement ---------Exclusive Cable Development & Programming Services Agreement • November 7th, 2000 • Protosource Corp • Services-computer integrated systems design • Florida
Exhibit 1.05 FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENTFinancial Advisory and Investment Banking Agreement • February 1st, 2001 • Protosource Corp • Services-computer integrated systems design • New York
Article 1 DEFINITIONS: THE CONTRACT DOCUMENTSMaster Agreement for Construction • September 14th, 2000 • Protosource Corp • Services-computer integrated systems design • Florida
