BY AND BETWEENStock Purchase Agreement • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
LICENSE AGREEMENT DSP Software Engineering, Inc. This License Agreement (the "Agreement") is dated as of the Effective Date (as defined below), and is entered into by DSP Software Engineering, Inc., a Massachusetts corporation having its principal...License Agreement • October 15th, 1996 • Rsi Systems Inc/Mn • Computer communications equipment • Massachusetts
SERIES A-1 WARRANT NO. __Common Stock Purchase Warrant • March 18th, 2004 • Viseon Inc • Computer communications equipment
RECITALSSeparation Agreement • October 15th, 1996 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
EXHIBIT 10.15 RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement ("Agreement") is made as of the 1st day of July, 1996, beween RSI Systems, Inc., a Minnesota corporation, (the "Company") and Donald Lies, ("Employee") an employee of the Company...Restricted Stock Agreement • September 29th, 1997 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (hereinafter referred to as the "Agreement"), dated as of the 30hh day of June, 2003, is by and between VISEON, Inc., a corporation authorized and existing pursuant to the laws of the...Registration Rights Agreement • October 15th, 2003 • Viseon Inc • Computer communications equipment
ARTICLE I DEFINITIONSCredit and Security Agreement • September 28th, 2000 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
1) 45% of the value of Borrower's Eligible Inventory (as defined in Section 8 above), calculated at the lower of cost or market value and determined on a first-in, first-out basis, or (2) an amount equal to 35% of the aggregate of Borrower's Eligible...Loan Agreement • May 15th, 2002 • Viseon Inc • Computer communications equipment
EXHIBIT 10.34 THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY RICHARD F. CRAVEN IN FAVOR OF WELLS FARGO BUSINESS CREDIT, INC. DATED AS OF JANUARY 31, 2001 PROMISSORY NOTEPromissory Note • February 14th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY RICHARD F. CRAVEN IN FAVOR OF WELLS FARGO BUSINESS CREDIT, INC. DATED AS OF JANUARY 31, 2001
Exhibit 10.61 DISTRIBUTOR AGREEMENT THIS AGREEMENT made this 19th day of September, 2002Distributor Agreement • October 15th, 2002 • Viseon Inc • Computer communications equipment • California
DEFINITIONSMarketing Agreement • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
REVOLVING NOTERevolving Note • September 29th, 1997 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
EXHIBIT 10.51 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT BORROWER: VISEON, INC. ADDRESS: 8700 N. STEMMONS FRWY #310 DALLAS, TX 75247 DATE: DECEMBER 5, 2001 THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY...Loan and Security Agreement • February 14th, 2002 • Viseon Inc • Computer communications equipment • California
EXHIBIT 10.52 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT (EXIM PROGRAM) BORROWER: VISEON, INC. ADDRESS: 8700 N. STEMMONS FRWY #310 DALLAS, TX 75247 DATE: DECEMBER 5, 2001 THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between...Loan and Security Agreement • February 14th, 2002 • Viseon Inc • Computer communications equipment • California
EXHIBIT 10.36 PLACEMENT AGENCY AGREEMENT This Placement Agency Agreement (this "Agreement") is made and entered into as of February 23, 2004 (the "Effective Date"), by and between Viseon, Inc., a Nevada corporation (the "Company"), and Puglisi & Co.,...Placement Agency Agreement • May 6th, 2004 • Viseon Inc • Computer communications equipment • New York
Exhibit 10.41 ASSET PURCHASE AGREEMENT THIS AGREEMENT, entered into and effective as of this 12th day of April 2001, by and among RSI Systems, Inc. a corporation duly authorized and validly existing pursuant to the laws of the state of Minnesota...Asset Purchase Agreement • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
INTRODUCTIONShareholder Voting Agreement • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
EXHIBIT 10.19 RSI SYSTEMS, INC. SELLING AGENCY AGREEMENT MINIMUM OFFERING: $1,500,000 OF COMMON STOCK MAXIMUM OFFERING: $3,250,000 OF COMMON STOCK Miller Johnson & Kuehn Incorporated Minneapolis, Minnesota 5500 Wayzata Boulevard December 29, 1997...Selling Agency Agreement • September 18th, 1998 • Rsi Systems Inc/Mn • Computer communications equipment
AGREEMENT AMENDING PROMISSORY NOTE DATED JUNE 30, 2002 EXECUTED BY VISEON, INC PAYABLE TO MICHELLE NORWOODPromissory Note Amendment • October 15th, 2003 • Viseon Inc • Computer communications equipment
FIRST AMENDMENT TO PATENT AND TRADEMARK SECURITY AGREEMENT This Amendment, dated as of September 3, 1999, is made by and between RSI SYSTEMS, INC., a Minnesota corporation (the "Debtor"), and WELLS FARGO BUSINESS CREDIT, INC., f/k/a NORWEST BUSINESS...Patent and Trademark Security Agreement • September 28th, 1999 • Rsi Systems Inc/Mn • Computer communications equipment
December 5, 2001 Silicon Valley Bank 3003 Tasman Drive Santa Clara, CA 95054 Ladies and Gentlemen: Reference is made to the Loan and Security Agreement (Exim Program), dated of even date, between us (the "Exim Loan Agreement") and the documents...Loan and Security Agreement • February 14th, 2002 • Viseon Inc • Computer communications equipment
This will confirm that the Exim Loan Agreement and the other Exim Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
SECTION III TERM OF AGREEMENTManagement and Consulting Agreement • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
RECITALSCollateral Assignment, Patent Mortgage and Security Agreement • February 14th, 2002 • Viseon Inc • Computer communications equipment • California
PIGGYBACK REGISTRATION RIGHTS AGREEMENTPiggyback Registration Rights Agreement • October 15th, 2003 • Viseon Inc • Computer communications equipment
RECITALSBorrower Agreement • February 14th, 2002 • Viseon Inc • Computer communications equipment
QUALIFIED STOCK OPTION AGREEMENT UNDER THE RSI SYSTEMS, INC. 1994 STOCK OPTION PLANQualified Stock Option Agreement • September 29th, 1997 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
Exhibit 10.27 THIS SEPARATION AND SEVERANCE AGREEMENT (the "Agreement") is made and entered into this 7th day of September, 1999, by and between RSI Systems, Inc., a Minnesota corporation ("Employer"), and Donald C. Lies, a Minnesota resident...Separation and Severance Agreement • September 28th, 1999 • Rsi Systems Inc/Mn • Computer communications equipment • Minnesota
VISEON, INC. (FORMERLY RSI SYSTEMS, INC.)Common Stock Purchase Warrant • March 18th, 2004 • Viseon Inc • Computer communications equipment
SECTION II PIGGYBACK REGISTRATION RIGHTSRegistration Rights Agreement • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of March __, 2004 by and among Viseon, Inc., a Nevada corporation (the "Company"), and each Purchaser who has entered into a Purchase Agreement (the "Purchase...Registration Rights Agreement • April 19th, 2004 • Viseon Inc • Computer communications equipment • New York
July 1, 1996Employment Agreement • October 15th, 1996 • Rsi Systems Inc/Mn • Computer communications equipment
Exhibit 10.45 NON-COMPETITION, CONFIDENTIALITY AND ASSIGNMENT AGREEMENT THIS NON-COMPETITION, CONFIDENTIALITY AND ASSIGNMENT AGREEMENT ("Agreement"), dated as of April 12, 2001, is made by and among RSI SYSTEMS, INC., a Minnesota corporation ("RSI" )...Non-Competition, Confidentiality and Assignment Agreement • May 15th, 2001 • Rsi Systems Inc/Mn • Computer communications equipment
RECITALSBorrower Agreement • September 28th, 2000 • Rsi Systems Inc/Mn • Computer communications equipment
Exhibit 10.60 SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENTS BORROWER: VISEON, INC. ADDRESS: 8700 N. STEMMONS FRWY #310 DALLAS, TX 75247 DATE: JULY ___, 2002 THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank ("Silicon") and...Loan Agreement • October 15th, 2002 • Viseon Inc • Computer communications equipment
formerly rsi systems, inc.) SECURITIES PURCHASE AGREEMENT SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANTS Dated as of August ___, 2005Securities Purchase Agreement • August 26th, 2005 • Viseon Inc • Computer communications equipment • New York
This Securities Purchase Agreement (hereinafter the “Agreement”), dated as of the ___th day of August 2005, is entered into by and between VISEON, Inc. f/k/a RSI Systems, Inc., a corporation duly authorized and existing pursuant to the laws of the state of Nevada, with its principal offices located at 8445 Freeport Parkway, Suite 245, Irving, Texas 75063 (the “Corporation”), and the purchaser whose name and address are set forth on the signature page hereof (the “Purchaser” or the “Investor”).
