EXHIBIT 2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 30th, 1998 • Flexiinternational Software Inc/Ct • Services-prepackaged software • Delaware
1 Exhibit 10.20 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL...Flexiinternational Software Inc/Ct • November 12th, 1997 • Services-prepackaged software • Delaware
2 3 share (appropriately adjusted to reflect any stock dividend, stock split, combination or other similar recapitalization affecting such shares) and resulting in at least $10,000,000 of gross proceeds to the Company (the "Initial Public Offering"),...Registration Rights Agreement • October 21st, 1997 • Flexiinternational Software Inc/Ct • Delaware
Common StockUnderwriting Agreement • December 3rd, 1997 • Flexiinternational Software Inc/Ct • Services-prepackaged software • Maryland
2 3 share (appropriately adjusted to reflect any stock dividend, stock split, combination or other similar recapitalization affecting such shares) and resulting in at least $10,000,000 of gross proceeds to the Company (the "Initial Public Offering"),...Registration Rights Agreement • November 12th, 1997 • Flexiinternational Software Inc/Ct • Services-prepackaged software • Delaware
1 Exhibit 10.22 PARTICIPATION AGREEMENT This Agreement dated as of May 7, 1996 is entered into by and among FlexiInternational Software, Inc., a Delaware corporation (the "Company") and the persons listed on EXHIBIT A hereto (the "Purchasers"). As...Participation Agreement • December 3rd, 1997 • Flexiinternational Software Inc/Ct • Services-prepackaged software • Delaware
1 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE...Flexiinternational Software Inc/Ct • October 21st, 1997 • Delaware
2 3 Series A Preferred Stock and Series B Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in Exhibit C hereto or provided in this Agreement, the Company's Certificate of...Series C Preferred Stock Purchase Agreement • October 21st, 1997 • Flexiinternational Software Inc/Ct • Delaware
1- 2 Agreement without thereby waiving any other rights it may have by reason of such failure or such non-fulfillment.Series B Preferred Stock Purchase Agreement • October 21st, 1997 • Flexiinternational Software Inc/Ct • Delaware
1 Exhibit 10.1 SEVERANCE AND SETTLEMENT AGREEMENT AND RELEASE AGREEMENT made as of the 2ND day of February, 1999 by and between FlexiInternational Software, Inc. (the "Company") and Jennifer Cheng (the "Employee"). WHEREAS, the parties wish to resolve...Severance and Settlement Agreement and Release • May 14th, 1999 • Flexiinternational Software Inc/Ct • Services-prepackaged software • Connecticut
RECITALSReceivables Loan and Security Agreement • October 21st, 1997 • Flexiinternational Software Inc/Ct • Illinois
2- 3 5.3 ASSIGNMENT BY LESSOR. The terms and conditions of each Schedule have been fixed by Lessor in order to permit Lessor to sell and/or assign or transfer its interest or grant a security interest in each Schedule and/or the Equipment to a Secured...Master Lease Agreement • October 21st, 1997 • Flexiinternational Software Inc/Ct • Illinois
1 Exhibit 10.19 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement ("this Agreement") is made as of January 30, 1998 between FlexInternational Software, Inc., a Delaware corporation (the "Borrower") and Fleet National Bank (the "Bank"). For...Loan Modification Agreement • March 31st, 1998 • Flexiinternational Software Inc/Ct • Services-prepackaged software
AMENDMENT OF OPTIONS This Amendment of Options is made this 12th day of May, 1999 between FlexiInternational Software, Inc. (the "Company") and Jennifer V. Cheng (the "Optionholder"). For good and valuable consideration, the receipt and sufficiency of...Flexiinternational Software Inc/Ct • May 14th, 1999 • Services-prepackaged software
2- 3 FREE RENT/SPECIAL RENT PROVISIONS: Notwithstanding any other term or provision herein, Rent for the first 31 days of the Term shall be abated for the duration of the Term and, provided that Sublessee timely performs all of its obligations set...Sublease Agreement • October 21st, 1997 • Flexiinternational Software Inc/Ct
LOAN AGREEMENT AND CONVERTIBLE PROMISSORY NOTELoan Agreement and Convertible Promissory Note • April 1st, 2002 • Flexiinternational Software Inc/Ct • Services-prepackaged software
1 Exhibit 10.4 AMENDMENT OF OPTIONS This Amendment of Options is made this 12th day of May, 1999 between FlexiInternational Software, Inc. (the "Company") and James W. Schenck (the "Optionholder"). For good and valuable consideration, the receipt and...Flexiinternational Software Inc/Ct • May 14th, 1999 • Services-prepackaged software
2 3 3.1 Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to conduct its business as presently conducted and...Preferred Stock Purchase Agreement • October 21st, 1997 • Flexiinternational Software Inc/Ct • Delaware
1 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE...Flexiinternational Software Inc/Ct • October 21st, 1997 • Delaware
1 Exhibit 10.21 STOCKHOLDERS' VOTING AGREEMENT Agreement made this 7th day of May, 1996, by and among FlexiInternational Software, Inc., a Delaware corporation (the "Company"), William Blair Capital Partners V, L.P. ("WBC"), Menlo Ventures VI, L.P....Stockholders' Voting Agreement • December 3rd, 1997 • Flexiinternational Software Inc/Ct • Services-prepackaged software • Delaware
1 ACCOUNTS RECEIVABLE SECURITY AGREEMENTAccounts Receivable Security Agreement • October 21st, 1997 • Flexiinternational Software Inc/Ct • Massachusetts
4- 5 7. As long as any of the Senior Debt shall be outstanding or any agreement by the Bank as to the advance of funds or other extension of credit to the Borrower shall be in effect:Subordination Agreement • October 21st, 1997 • Flexiinternational Software Inc/Ct • Massachusetts
1 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE...Flexiinternational Software Inc/Ct • October 21st, 1997 • Delaware
