200,000 Units, each Unit Consisting of One (1) Share of Common Stock and One Redeemable Class A Common Stock Purchase Warrant of PELION SYSTEMS, INC. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • New York
Pelion Systems, Inc., a Colorado corporation (the ”Company”), proposes to issue and sell 200,000 units (the “Units”), each Unit comprised of one (1) share (“Share”) of the Company’s common stock (the “Common Stock”) and one (1) Redeemable Common Stock Purchase Warrant (the “Warrants”) in a public offering (“Offering”) under Section 5 of the Securities Act of 1933, as amended. The aforesaid 200,000 Units (referred to as the “Firm Securities”) and together with all or any part of the up to 30,000 additional Units subject to the over allotment option described in Section 2(b) hereof (the ”Over allotment Securities”) are hereinafter collectively referred to as the ”Securities.” This agreement confirms the agreement by the underwriters named in Schedule I (“Underwriters”) to purchase, jointly and not severally, the Firm Securities from the Company upon the terms and conditions contained herein. Kashner Davidson Securities Corporation shall act as managing underwriter and shall act as repres
AGREEMENT RESTRICTING SALE OF STOCKAgreement Restricting Sale of Stock • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software
This Agreement Restricting Sale of Stock (this “Agreement”) is entered into as of the day of , 2002, by and between , a resident (the “Stockholder”), Kashner Davidson Securities Corporation, a corporation (the “Underwriter”), and Pelion Systems, Inc., a Colorado corporation (the “Company”).
CHANNEL PARTNER AGREEMENTChannel Partner Agreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
This agreement is entered into by Pelion Systems, Inc. (“Pelion”) with primary offices located at 1455 Dixon Avenue, Suite 300, Lafayette, CO and_________________________________________________________________________________(“Partner”) with primary offices located at _________________________________________________________, under the terms and conditions set forth below.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
This Consulting Agreement dated as of , 2002 is entered into by and between Pelion Systems, Inc. (the “Company”) and Kashner Davidson Securities Corporation (the “Consultant”).
AGREEMENTConsulting Agreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS AGREEMENT (this “Agreement”) is entered into on September 30, 2002 (the “Effective Date”) by and between BOB R. PERRY, a Texas resident (the “Consultant”), and PELION SYSTEMS, INC., a Colorado corporation (“Pelion”). The Consultant and Pelion are referred to together herein as the “Parties.”
AGREEMENTConsulting Agreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS AGREEMENT (this “Agreement”) is entered into on September 30, 2002 (the “Effective Date”) by and between DEAN LEFFINGWELL, a Colorado resident (the “Consultant”), and PELION SYSTEMS, INC., a Colorado corporation (“Pelion”). The Consultant and Pelion are referred to together herein as the “Parties.”
AGREEMENTConsulting Agreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS AGREEMENT (this “Agreement”) is entered into on September 30, 2002 (the “Effective Date”) by and between ROBERT M. GELLER, a Colorado resident (the “Consultant”), and PELION SYSTEMS, INC., a Colorado corporation (“Pelion”). The Consultant and Pelion are referred to together herein as the “Parties.”
PELION SYSTEMS, INC. AND KASHNER DAVIDSON SECURITIES CORPORATION FORM OF UNDERWRITER’S OPTION AGREEMENT FOR UNITS DATED AS OF , 2002Underwriter’s Option Agreement for Units • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • New York
UNDERWRITER’S OPTION AGREEMENT FOR UNITS dated as of , 2002 among PELION SYSTEMS, INC., a Colorado corporation (the “Company”) and Kashner, Davidson Securities Corporation, the representative of the underwriters, a Delaware corporation (hereinafter referred to variously as the “Holder” or the “Underwriter”).
WAIVER AGREEMENTWaiver Agreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS WAIVER AGREEMENT (this “Agreement”) is entered into on September 30, 2002 (the “Effective Date”), by and between ARTHUR K. STONE, III, a Colorado resident (“Stone”), and PELION SYSTEMS, INC., a Colorado corporation (“Pelion”).
AGREEMENTDeferred Salary Agreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS AGREEMENT (this “Agreement”) is entered into on September 30, 2002 (the “Effective Date”) by and between DAVID GLEDITSCH, a Colorado resident (the “Employee”), and PELION SYSTEMS, INC., a Colorado corporation (“Pelion”). The Employee and Pelion are referred to together herein as the “Parties.”
AGREEMENTDeferred Salary Agreement • October 4th, 2002 • Pelion Systems Inc • Services-prepackaged software • Colorado
THIS AGREEMENT (this “Agreement”) is entered into on September 30, 2002 (the “Effective Date”) by and between THOMAS PLUNKETT, a Colorado resident (the “Employee”), and PELION SYSTEMS, INC., a Colorado corporation (“Pelion”). The Employee and Pelion are referred to together herein as the “Parties.”
