FORM AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • August 17th, 2010 • Avatech Solutions Inc • Services-prepackaged software • New York
THIS AMENDED AND RESTATED WARRANT (THIS “WARRANT”) AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 17th, 2010 • Avatech Solutions Inc • Services-prepackaged software • Maryland
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of the 17th day of August, 2010 (the “Effective Date”) by and between Lawrence Rychlak (the “Executive”) and Avatech Solutions, Inc., a Delaware corporation (“Avatech”).
FIFTH MODIFICATION AGREEMENTModification Agreement • August 17th, 2010 • Avatech Solutions Inc • Services-prepackaged software • Maryland
THIS FIFTH MODIFICATION AGREEMENT (“AGREEMENT”) is made as of August 17, 2010, by and among AVATECH SOLUTIONS, INC., a Delaware corporation (“AVATECH”), and AVATECH SOLUTIONS SUBSIDIARY, INC., a Delaware corporation, jointly and severally (“AVATECH SUBSIDIARY”), and PNC BANK, NATIONAL ASSOCIATION, successor by merger to Mercantile-Safe Deposit and Trust Company (“LENDER”). AVATECH and AVATECH SUBSIDIARY are collectively referred to herein as the “BORROWERS”.
AVATECH SOLUTIONS, INC. FIRST AMENDMENT TO STOCK OPTIONStock Option • August 17th, 2010 • Avatech Solutions Inc • Services-prepackaged software • Delaware
THIS FIRST AMENDMENT TO STOCK OPTION (this “First Amendment”) is entered into on this 17th day of August, 2010 by and between AVATECH SOLUTIONS, INC., a Delaware corporation, and the Optionee named above. Capitalized terms used but not defined herein shall have the meanings given such terms in the Company’s 2002 Stock Option Plan (the “Plan”) and the Option (as defined below).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • August 17th, 2010 • Avatech Solutions Inc • Services-prepackaged software • Delaware
This Stockholders’ Agreement (this “Agreement”), dated as of August 17, 2010, is made by and among Avatech Solutions, Inc., a Delaware corporation (the “Company”), RWWI Holdings LLC, a Delaware limited liability company (the “Designator”), and the holders identified on Annex I (together with their respective successors and assigns, the “Holders”; the Holders are each individually referred to herein as a “Holder”).
AGREEMENT AND PLAN OF MERGER among: AVATECH SOLUTIONS, INC., a Delaware corporation; ASRW ACQUISITION SUB, INC., a Delaware corporation; RAND WORLDWIDE, INC., a Delaware corporation; and RWWI HOLDINGS LLC, a Delaware limited liability companyAgreement and Plan of Merger • August 17th, 2010 • Avatech Solutions Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 17, 2010, by and among Avatech Solutions, Inc., a Delaware corporation (“Avatech”); ASRW Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Avatech (“Merger Sub”); Rand Worldwide, Inc., a Delaware corporation (“Merger Partner”); and RWWI Holdings LLC, a Delaware limited liability company and sole stockholder of Merger Partner (the “Designator”), with its principal office located in Massachusetts. Certain capitalized terms used in this Agreement are defined in Exhibit A hereto.
