Exhibit A VOTING AGREEMENT VOTING AGREEMENT, dated as of April 24, 2006 (this "Agreement"), among the stockholders listed on the signature page(s) hereto (collectively, the "Stockholders" and each individually, a "Stockholder"), Manugistics Group,...Voting Agreement • April 27th, 2006 • Jda Software Group Inc • Services-computer programming services • Delaware
1 Exhibit 1.1 2,400,000 SHARES JDA SOFTWARE GROUP, INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT Morgan Stanley & Co. Incorporated Donaldson, Lufkin & Jenrette Securities Corporation Hambrecht & Quist LLC c/o Morgan Stanley & Co....Underwriting Agreement • May 5th, 1998 • Jda Software Group Inc • Services-computer programming services • New York
LEASE 3 OFFICE LEASELease Agreement • November 6th, 1996 • Jda Software Group Inc • Services-computer programming services
ANDRights Agreement • October 28th, 1998 • Jda Software Group Inc • Services-computer programming services • Delaware
RECITALSAsset Purchase Agreement • February 20th, 2001 • Jda Software Group Inc • Services-computer programming services
EXHIBIT 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("AGREEMENT") is made effective as of January 22, 2003 ("EFFECTIVE DATE"), by and between JDA Software Group, Inc., a Delaware corporation ("COMPANY") and Hamish N. Brewer...Executive Employment Agreement • March 12th, 2004 • Jda Software Group Inc • Services-computer programming services • Arizona
EXHIBIT 4.1 CREDIT AGREEMENT Dated as of July 5, 2006Credit Agreement • July 6th, 2006 • Jda Software Group Inc • Services-computer programming services • New York
03/25/98 JBC 04/02/98 JBC 04/17/98 JBC 04/20/98 JBC 04/26/98 JBC OFFICE LEASE SCOTTSDALE NORTHSIGHTOffice Lease • August 13th, 2003 • Jda Software Group Inc • Services-computer programming services • Arizona
RECITALSEmployment Agreement • November 12th, 1999 • Jda Software Group Inc • Services-computer programming services • Arizona
1 EXHIBIT 10.10 LEASE AGREEMENT TENANT JDA SOFTWARE SERVICE LTD. Property: LANSING SQUARE, PHASE II Building: 2 LANSING SQUARE, SUITE 904 Location: CITY OF NORTH YORK, PROVINCE OF ONTARIOLease Agreement • November 6th, 1996 • Jda Software Group Inc • Services-computer programming services
1 EXHIBIT 10.20 Bank of America Business Loan Agreement This Agreement dated as of September 30, 1998 is among Bank of America National Trust and Savings Association (the "Bank") JDA Software, Inc. ("Borrower 1"), JDA International Ltd. ("Borrower...Business Loan Agreement • March 31st, 1999 • Jda Software Group Inc • Services-computer programming services • Arizona
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • September 21st, 2001 • Jda Software Group Inc • Services-computer programming services • Delaware
RECITALSExecutive Employment Agreement • November 12th, 2002 • Jda Software Group Inc • Services-computer programming services • Arizona
EXHIBIT 10.13 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is made as of February 5, 2004, by and between OPUS REAL ESTATE ARIZONA II, L.L.C., a Delaware limited liability company ("Seller") and JDA SOFTWARE GROUP, INC., a Delaware...Purchase Agreement • March 12th, 2004 • Jda Software Group Inc • Services-computer programming services • Arizona
RECITALSEmployment Agreement • August 14th, 1998 • Jda Software Group Inc • Services-computer programming services • Arizona
1 EXHIBIT 2.2 SOFTWARE LICENSE AGREEMENT This Software License Agreement ("Agreement") is entered into as of June 4, 1998 ("Effective Date") by and between Comshare, Incorporated, a Michigan corporation, having its principal place of business at 555...Software License Agreement • June 19th, 1998 • Jda Software Group Inc • Services-computer programming services • Arizona
EXHIBIT 10.1 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • April 27th, 2006 • Jda Software Group Inc • Services-computer programming services • Delaware
1 2 The Company and each of the Selling Stockholders hereby confirms their respective agreements with respect to the purchase of the Common Shares by the Underwriters as follows:Underwriting Agreement • November 19th, 1996 • Jda Software Group Inc • Services-computer programming services • California
RECITALS:Secured Loan Agreement • May 10th, 2005 • Jda Software Group Inc • Services-computer programming services • New York
R E C I T A L SRegistration Rights Agreement • September 21st, 2001 • Jda Software Group Inc • Services-computer programming services • Delaware
INDEMNITY AGREEMENTIndemnity Agreement • November 16th, 2007 • Jda Software Group Inc • Services-computer programming services • Delaware
This Indemnity Agreement, dated as of , 2007, is made by and between JDA Software Group, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
1 2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 1st, 2000 • Jda Software Group Inc • Services-computer programming services • Delaware
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made as of April 23, 2006, between JDA Software Group, Inc., a Delaware corporation (the "Company"), and the Investors (the "Investors") listed on the Schedule of...Registration Rights Agreement • April 27th, 2006 • Jda Software Group Inc • Services-computer programming services • Delaware
INDEMNITY AGREEMENTIndemnity Agreement • March 16th, 2010 • Jda Software Group Inc • Services-computer programming services • Delaware
This Indemnity Agreement, dated as of , 20___, is made by and between JDA Software Group, Inc., a Delaware corporation (the “Company”), and , an individual (the “Indemnitee”).
FIRST LIEN CREDIT AGREEMENT dated as of December 14, 2012, among RP CROWN HOLDING, LLC, as Holdings, RP CROWN PARENT, LLC as Borrower, The Lenders Party Hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, BANK OF AMERICA, N.A....First Lien Credit Agreement • December 14th, 2012 • Jda Software Group Inc • Services-computer programming services • New York
FIRST LIEN CREDIT AGREEMENT, dated as of December 14, 2012 (this “Agreement”), among RP CROWN HOLDING, LLC, a Delaware limited liability company (“Holdings”), RP CROWN PARENT, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent.
AGREEMENT AND PLAN OF MERGER Dated as of November 4, 2009 Among JDA SOFTWARE GROUP, INC., ALPHA ACQUISITION CORP. And I2 TECHNOLOGIES, INC.Merger Agreement • November 5th, 2009 • Jda Software Group Inc • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 4, 2009 (this “Agreement”), is among JDA Software Group, Inc., a Delaware corporation (“Parent”), Alpha Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and i2 Technologies, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.13.
AMENDMENT OFStock Option Agreement • August 14th, 1998 • Jda Software Group Inc • Services-computer programming services • Delaware
EXHIBIT 10.16 JDA SOFTWARE GROUP, INC. NON-PLAN STOCK OPTION AGREEMENT JDA Software Group, Inc. has granted to William C. Keiper (the "OPTIONEE") an option (the "Option") to purchase certain shares of Stock upon the terms and conditions set forth in...Non-Plan Stock Option Agreement • May 10th, 2004 • Jda Software Group Inc • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER Dated as of August 10, 2008 Among JDA SOFTWARE GROUP, INC., ICEBERG ACQUISITION CORP. And I2 TECHNOLOGIES, INC.Merger Agreement • August 11th, 2008 • Jda Software Group Inc • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2008 (this “Agreement”), is among JDA Software Group, Inc., a Delaware corporation (“Parent”), Iceberg Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and i2 Technologies, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.13.
WITNESSETHSettlement Agreement • March 15th, 2005 • Jda Software Group Inc • Services-computer programming services • Illinois
AMENDMENT OFStock Option Agreement • March 16th, 2000 • Jda Software Group Inc • Services-computer programming services • Delaware
Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("AGREEMENT") is made effective as of January 22, 2003 ("EFFECTIVE DATE"), by and between JDA Software Group, Inc., a Delaware corporation ("COMPANY") and Hamish N. Brewer...Executive Employment Agreement • March 19th, 2003 • Jda Software Group Inc • Services-computer programming services • Arizona
2 3 Agent of this executed Agreement, Escrow Agent is instructed to open an escrow and to deliver copies of the executed Agreement to Optionor and Optionee. This Agreement, and the exhibits attached hereto, shall constitute escrow instructions to...Real Estate Option Agreement • August 14th, 1998 • Jda Software Group Inc • Services-computer programming services • Arizona
SPONSORED BY U.S. BANK, N.A.Nonstandardized Adoption Agreement • March 12th, 2004 • Jda Software Group Inc • Services-computer programming services
Exhibit 10.1 JDA SOFTWARE GROUP, INC. RESTRICTED STOCK AGREEMENT (BREWER)Restricted Stock Agreement • March 17th, 2006 • Jda Software Group Inc • Services-computer programming services • Arizona
