Exhibit 10.12 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of September 28,1999, is made between RoomSystems, Inc., a Nevada corporation ("RoomSystems"), RSi BRE, Inc., a Nevada corporation (the "Company"), and...Indemnification Agreement • April 14th, 2000 • Eroom System Technologies Inc • Idaho
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISTRIBUTED DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, ITS TERRITORIES, POSSESSIONS, OR AREAS SUBJECT...Eroom System Technologies Inc • April 14th, 2000
Exhibit 10.20 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is entered into as of ______________________ by and between eRoom System Technologies, Inc., a Nevada corporation ("Company"), and _______________________ ("Consultant")....Consulting Agreement • April 14th, 2000 • Eroom System Technologies Inc • Nevada
Exhibit 10.22 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), dated ______________________, is by and between _____________________ ("Employee") and RoomSystems, Inc. ("Employer"). R E C I T A L S: WHEREAS,...Executive Employment Agreement • April 14th, 2000 • Eroom System Technologies Inc • Nevada
CONVERSION AGREEMENTConversion Agreement • April 14th, 2000 • Eroom System Technologies Inc • Nevada
PROGRAM AGREEMENTProgram Agreement • April 14th, 2000 • Eroom System Technologies Inc
ARTICLE I DEFAULT RELATED PROVISIONSEroom System Technologies Inc • April 14th, 2000 • New York
Exhibit 10.18 HOTEL REVENUE SHARING LEASE AGREEMENT THIS HOTEL REVENUE SHARING LEASE AGREEMENT (this "Agreement" or "Hotel Revenue Sharing Lease Agreement") is dated *3 and entered into by and between RoomSystem Technologies, Inc., ("RoomSystem") a...Hotel Revenue Sharing Lease Agreement • April 14th, 2000 • Eroom System Technologies Inc • Nevada
Exhibit 10.14 AMENDMENT TO EQUIPMENT TRANSFER AGREEMENT This Amendment to the Equipment Transfer Agreement (the "Amendment") is entered into as of this 23rd day of November, 1999 by and among ROOMSYSTEMS, INC., a Nevada corporation (RSi"), ROOMSYSTEMS...Equipment Transfer Agreement • April 14th, 2000 • Eroom System Technologies Inc
Exhibit 10.13 EQUIPMENT TRANSFER AGREEMENT THIS EQUIPMENT TRANSFER AGREEMENT ("Agreement") is entered into effective as of the 28th day of September, 1999, by and among ROOMSYSTEMS, INC., a Nevada corporation ("RSi"), ROOMSYSTEMS INTERNATIONAL...Equipment Transfer Agreement • April 14th, 2000 • Eroom System Technologies Inc • Idaho
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE, OF ---------------------------------------------------------------------------- ---- eRoom System Technologies, Inc. ------------------------------------------...Common Stock Common Stock • April 14th, 2000 • Eroom System Technologies Inc
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES FILED UNDER THE ACT, OR ANY EXEMPTION FROM REGISTRATION, AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THEREOF THAT SUCH REGISTRATIONS NOT REQUIRED AND THAT SUCH LAWS ARE COMPLIED WITH.
Exhibit 10.19 NONCOMPETITION AND NONDISCLOSURE AGREEMENT THIS NONCOMPETITON AND NONDISCLOSURE AGREEMENT (this "Agreement") is entered into as of ______________________ by and between eRoom System Technologies, Inc., a Nevada corporation ("Company"),...Noncompetition and Nondisclosure Agreement • April 14th, 2000 • Eroom System Technologies Inc • Nevada
RECITALS:Shareholders' Agreement and Proxy • April 14th, 2000 • Eroom System Technologies Inc • Utah
Exhibit 10.10 FIRST AMENDMENT TO AGREEMENT OF UNDERSTANDING THIS FIRST AMENDMENT TO AGREEMENT OF UNDERSTANDING (this "First Amendment") is made as of the 30th day of September 1999, by and between Ash Capital, LLC, a Utah limited liability company...Eroom System Technologies Inc • April 14th, 2000
Exhibit 10.17 LIST OF AGENCY SERVICES AND FEES This LETTER OF AGREEMENT is entered into by and between Hall Communications, Inc., a Nevada Corporation ("Agency") and eRoom System Technologies, Inc., a Nevada Corporation ("Client"), effective March 30,...List of Agency Services and Fees • April 14th, 2000 • Eroom System Technologies Inc
W I T N E S S E T H:Agreement and Plan of Reorganization • April 14th, 2000 • Eroom System Technologies Inc • Nevada
Exhibit 10.09 AGREEMENT OF UNDERSTANDING "THIS AGREEMENT OF UNDERSTANDING" (this "Agreement") made as of the 17th day of August 1999, by and between Ash Capital, LLC ("Ash Capital") and RoomSystems, Inc., a Nevada corporation (the "Corporation"). R E...Agreement of Understanding • April 14th, 2000 • Eroom System Technologies Inc • Utah
Exhibit 2.02 TRANSFER PRICING AGREEMENT This Transfer pricing Agreement (this "AGREEMENT") is entered into as of this 31st day of December 1999 by and between RoomSystems, Inc. ("RSI") and RoomSystem Technologies, Inc. ("RST"). W I T N E S S E T H:...Transfer Pricing Agreement • April 14th, 2000 • Eroom System Technologies Inc • Nevada
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SUNYICHPromissory Note Repurchase Agreement • April 14th, 2000 • Eroom System Technologies Inc • Nevada
Exhibit 10.04 MASTER CORPORATE AGREEMENT This "Master Corporate Agreement" (this "Agreement") is entered into as of the Execution Date set forth on Exhibit 1, attached hereto and incorporated herein by reference, hereto by and between INNCO...Master Corporate Agreement • April 14th, 2000 • Eroom System Technologies Inc • Arizona
RECITALSLoan and Security Agreement • April 14th, 2000 • Eroom System Technologies Inc • Nevada
Exhibit 10.21 SALES REPRESENTATION AGREEMENT THIS SALES REPRESENTATION AGREEMENT (this "Agreement") is dated this _______ day of ___________________ by and between eRoom System Technologies, Inc. ("Company"), a Nevada Corporation, and...Sales Representation Agreement • April 14th, 2000 • Eroom System Technologies Inc • Nevada
