EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
This Employment Agreement (the “Agreement”) by and between COAD SOLUTIONS, INC., a Texas Corporation (the “Company”), a wholly owned subsidiary of DESIGN AUTOMATION SYSTEMS, INC. (“Design”), and MARK D. SLOSBERG (“Employee”) is hereby entered into and effective as of the 30 day of November, 1999.
WARRANTWarrant Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (“ACT”) OR APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.
ContractConvertible Note • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design • Texas
NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK INTO WHICH IT IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATES SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THIS NOTE MAY CONSTITUTE A “SECURITY” FOR THE PURPOSES OF SUCH LAWS, AND, AS SUCH, MAY NOT BE FURTHER SOLD OR TRANSFERRED BY THE HOLDER IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION THEREUNDER APPLICABLE TO SUCH SALE OR TRANSFER.
SECOND AMENDMENT TO LEASELease • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
THIS SECOND AMENDMENT TO LEASE is made as of the 22nd day of September, 2000, between TRANSWESTERN WESTCHASE III, L.P. (“Lessor”) and EpicEdge, Inc., f/k/a DESIGN AUTOMATION SYSTEMS, INC. (“Lessee”).
TRANSACTION AGREEMENTTransaction Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design • Texas
WHEREAS, the Company anticipates closing a debt and equity financing concurrent with or soon after the date hereof (the “Financing”); and
TERMINATION AGREEMENTTermination Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design • Illinois
THIS TERMINATION AGREEMENT (this “Agreement”) is entered into as of April , 2002, by and among EpicEdge, Inc. (the “Company”), Carl Rose (“Rose”), Charles Leaver (“Leaver”), Jeff Sexton (“Sexton”), Edgewater Private Equity Fund III, L.P. (“Edgewater”), Aspen Finance Investors I, LLC (“Aspen”), Fleck T.I.M.E. Fund, LP (“TIME”), Fleck Family Partnership II, LP (“Fleck Family”; and, together with Rose, Leaver, Sexton, Edgewater, Aspen and TIME, the “Shareholders”).
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
This AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made this 20th day of July, 2001, between EpicEdge, Inc., a Texas corporation (“Maker”), and Edgewater Private Equity Fund III, L.P. (“Payee”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
This AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is made this 31st day of August 2001, between EpicEdge, Inc., a Texas corporation (“Maker”), and Carl R. Rose (“Payee”).
TRANSACTION AGREEMENTTransaction Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design • Texas
WHEREAS, the Company anticipates closing a debt and equity financing concurrent with or soon after the date hereof (the “Financing”); and
NOTE AND PREFERRED STOCK PURCHASE AGREEMENT DATED APRIL , 2002 AMONG EPICEDGE, INC., EDGEWATER PRIVATE EQUITY FUND III, L.P. AND CERTAIN OTHER PARTIES NAMED HEREINNote and Preferred Stock Purchase Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design • Illinois
THIS NOTE AND PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April , 2002, among EpicEdge, Inc., a Texas corporation (“Company”), Edgewater Private Equity Fund III, L.P., a Delaware limited partnership (“Edgewater”), Fleck T.I.M.E. Fund, L.P., a Connecticut limited partnership (“TIME”), John Paul DeJoria, an individual (“DeJoria”), Patrick Loche, an individual (“Loche”) and certain other Persons (as defined herein) that may become a party hereto from time to time in accordance with Section 2.4 hereof, if any (Edgewater, TIME, DeJoria, Loche and such other Persons are sometimes referred to herein collectively as the “Purchasers” and individually as a “Purchaser”). Each of Edgewater and TIME, in its capacity as a holder of the Convertible Debt (as defined below) shall from time to time be referred to herein as an “Investor” and collectively as the “Investors”. Each of Loche, DeJoria, Edgewater, TIME and certain other Persons (as defined herein) that may become a part
EPICEDGE, INC. VOTING AGREEMENTVoting Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design • Illinois
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of April , 2002, by and among Carl Rose (“Rose”); Jenta Rose (“Mrs. Rose”); Charles Leaver (“Leaver”); Kelly Knake (“Knake”); Gerald Allen (“Allen”); John Paul DeJoria (“DeJoria”); Edgewater Private Equity Fund III, L.P., a Delaware limited partnership (“Edgewater”); and Fleck T.I.M.E. Fund, LP, a Connecticut limited partnership (“TIME”), each in his, her or its capacity as a shareholder of EPICEDGE, INC., a Texas corporation (the “Company”). Edgewater, Rose, Mrs. Rose, Leaver, Knake, Allen, DeJoria, and TIME shall be referred to herein individually from time to time as a “Shareholder” and collectively as the “Shareholders”.
SECURITY AGREEMENTSecurity Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design • Illinois
THIS SECURITY AGREEMENT (this “Agreement”) dated as of April , 2002, is between EPICEDGE, INC., a Texas corporation (the “Company” or the “Debtor”), and Edgewater Private Equity Fund III, L.P., a Delaware limited partnership, as agent (“Agent”) on behalf of the lenders (together with their successors and assigns, the “Lenders”) party to the Purchase Agreement (as defined below).
WARRANT AGREEMENTWarrant Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
This Warrant and the Shares of common stock issuable upon the exercise hereof have not been registered under either the Securities Act of 1933 (“Act”) or applicable state securities laws (“State Acts”) and shall not be sold, pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to the Company of a favorable opinion of counsel or submission to the Company of such evidence as may be satisfactory to counsel to the Company, in each such case, to the effect that any such transfer shall not be in violation of the Act and the State Acts.
TRANSACTION AGREEMENTTransaction Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design • Texas
WHEREAS, the Company anticipates closing a debt and equity financing concurrent with or soon after the date hereof (the “Financing”); and
February 7, 2002 Patrick Loche c/o Gerald C. Allen Houston, TX 77057 John Paul Deloria Las Vegas, NV 89133 Fleck T.I.M.E. Fund, LP Greenwich, CT 06830 Attn: Kathryn Fleck Gentlemen:Letter Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design • Texas
EpicEdge, Inc. (“EpicEdge”) would like to inform you of renegotiated terms, which will allow EpicEdge to complete the funding contemplated in our June 21, 2001 letter agreement (the “Letter Agreement”). In light of EpicEdge’s need to satisfy immediate cash requirements, EpicEdge has worked with Edgewater to produce what we hope will be mutually beneficial terms to all parties.
SEATTLE DESIGN CENTER LEASELease Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
This Lease made this 23rd day of March, 2000, by and between Bay West Design Center, LLC, a Delaware limited liability company, hereinafter called Lessor, and EpicEdge, Inc., a Texas corporation, hereinafter called Lessee.
AMENDMENT TO REGISTRATION AGREEMENTRegistration Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
THIS AMENDMENT TO REGISTRATION AGREEMENT (this “Amendment”) is made as of April , 2002, by and among EpicEdge, Inc., a Texas corporation (the “Company”), Edgewater Private Equity Fund III, L.P., a Delaware limited partnership (“Edgewater”), Fleck T.I.M.E. Fund, LP, a Connecticut limited partnership (“TIME”), all of the parties that shall become the holders of the Series B Preferred Stock (as defined herein) in accordance with the terms and conditions set forth in the Preferred Purchase Agreement (as defined herein) (the “Series B Holders”), and all of the parties that shall become the holders of the Series A Preferred Stock (as defined herein) in accordance with the terms and conditions set forth in the Preferred Purchase Agreement (as defined herein) (the “Series A Holders” and, together with Edgewater, TIME and the Series B Holders are sometimes collectively referred to herein as the “Investors” and individually as an “Investor”). Any person or entity that is not already a party to t
SECURITY AGREEMENTSecurity Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design • Illinois
THIS SECURITY AGREEMENT (this “Agreement”) dated as of February , 2002, is between EPICEDGE, INC., a Texas corporation (the “Company” or the “Debtor”), and Edgewater Private Equity Fund III, L.P., a Delaware limited partnership (the “Lender”).
SUBORDINATION AGREEMENTSubordination Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
THIS SUBORDINATION AGREEMENT (this “Agreement”), dated as of April , 2002, is between EDGEWATER PRIVATE EQUITY FUND III, L.P., a Delaware limited partnership, as agent (“Agent”) on behalf of certain Lenders party to the Purchase Agreement (as defined below) (“Lenders”), and MRA SYSTEMS, INC., a Colorado corporation d/b/a GE ACCESS (“Creditor”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
This AMENDMENT TO PROMISSORY NOTE (the “Second Amendment”) is made this day of April 2002, between EpicEdge, Inc., a Texas corporation (“Maker”), and Carl R. Rose (“Payee”).
TRADEMARK AND LICENSE SECURITY AGREEMENTTrademark and License Security Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design • Illinois
TRADEMARK AND LICENSE SECURITY AGREEMENT (“Agreement”) dated as of February , 2002, is between EPICEDGE, INC., a Texas corporation (the “Company”), and Edgewater Private Equity Fund III, L.P., a Delaware limited partnership(the “Lender”).
April , 2002Waiver Letter • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
Reference is hereby made to that certain (a) Stock Purchase Agreement dated as of February 18, 2000, among the Company, Edgewater Private Equity Fund III, L.P. (“Edgewater”), Fleck T.I.M.E. Fund, LP (“TIME”) and certain other parties thereto (the “February Purchase Agreement”), (b) Convertible Bridge Loan Agreement dated as of July 21, 2000, among the Company, Edgewater and TIME (the “July Loan Agreement”), (c) Stock Purchase Agreement dated as of September 29, 2000, among the Company, Edgewater and TIME (the “September Purchase Agreement”), and (d) Amendment to Convertible Promissory Note dated as of July 20, 2001, between the Company and Edgewater (the “Amendment to Note”; and, together with the February Purchase Agreement, the September Purchase Agreement and the July Loan Agreement, the “Investor Documents”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Investor Documents, as appropriate.
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENTShareholders Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
This Amendment No. 1 dated June 21, 2000 (“Amendment”) amends the Shareholders Agreement, dated February 18, 2000 (“Agreement”), by and among EpicEdge, a Texas corporation (the “Company”), Carl Rose, Charles Leaver, Jeff Sexton and Kelly Knake, Edgewater Private Equity Fund III, L.P., Aspen Finance Investors I, LLC, Fleck T.I.M.E. Fund LP, Fleck Family Partnership II, LP, LJH Partners LP, Wain Investment, LLC, Gerald C. Allen, and John Paul DiJoria, (collectively, the “Shareholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
This Employment Agreement (this “Agreement”) is made effective as of April 15, 2000 by and between EpicEdge, Inc., (“the Company”), of 1150 Lakeway Drive, Austin, Texas 78734 and Sam DiPaola, (“the Employee”) 911 South Charles Street, Baltimore, MD 21230.
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is entered into as of the day of March, 2002, by and between EPICEDGE, INC., a Texas corporation (the “Company”), and EDGEWATER PRIVATE EQUITY FUND III, L.P., a Delaware limited partnership (the “Lender”).
EpicEdge Letterhead]Termination of Lease Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
As we have previously discussed, this letter is to confirm our understanding regarding the termination of that certain Lease, by and between [S.D.S.] [Fill in Proper Legal Name], as successor in interest to Ferrari Partners, L.P., (collectively, the “Landlord”), and EpicEdge, Inc., a Texas corporation, as successor in interest to Connected Software Solutions, LLC, (collectively, the “Tennant”), dated December 7, 1998, as amended (the “Lease”) .
TRADEMARK AND LICENSE SECURITY AGREEMENTTrademark and License Security Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design • Illinois
TRADEMARK AND LICENSE SECURITY AGREEMENT (“Agreement”) dated as of April , 2002, is between EPICEDGE, INC., a Texas corporation (the “Company”), and Edgewater Private Equity Fund III, L.P., a Delaware limited partnership, as agent (“Agent”) on behalf of the lenders (together with their successors and assigns, the “Lenders”) party to the Purchase Agreement (as defined below).
TRANSACTION AGREEMENTTransaction Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design • Texas
WHEREAS, the Company anticipates closing a debt and equity financing concurrent with or soon after the date hereof (the “Financing”); and
EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
EMPLOYMENT AGREEMENT, dated this 28th day of February, 2000, between Design Automation Systems, Inc., a Texas company, currently having its principal place of business at 3200 Wilcrest, Suite 370, Houston, Texas 77042 (the “Company”), and Peter Davis (the “Executive”) an individual.
FIRST AMENDMENT TO TRADEMARK AND LICENSE SECURITY AGREEMENTTrademark and License Security Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
THIS FIRST AMENDMENT TO TRADEMARK AND LICENSE SECURITY AGREEMENT (this “Amendment”) is entered into as of the day of March, 2002, by and between EPICEDGE, INC., a Texas corporation (the “Company”), and EDGEWATER PRIVATE EQUITY FUND III, L.P., a Delaware limited partnership (the “Lender”).
SUBORDINATION AGREEMENTSubordination Agreement • April 17th, 2002 • Epicedge Inc • Services-computer integrated systems design
THIS SUBORDINATION AGREEMENT (this “Agreement”), dated as of February , 2002, is between EDGEWATER PRIVATE EQUITY FUND III, L.P., a Delaware limited partnership (“Lender”), and MRA SYSTEMS, INC., a Colorado corporation d/b/a GE ACCESS (“Creditor”).
