ARTICLE I. DEFINITIONSSecurities Purchase Agreement • July 16th, 2003 • Ultimate Software Group Inc • Services-prepackaged software • New York
Exhibit 10.3 ASSET PURCHASE AGREEMENT Asset Purchase Agreement (this "Agreement") by and among The Ultimate Software Group of the Carolinas, Inc., a North Carolina corporation ("Assignor"), The Ultimate Software Group, Inc., a Delaware corporation...Asset Purchase Agreement • March 13th, 1998 • Ultimate Software Group Inc • Delaware
AGGREGATE NUMBER OF SHARES VESTED VESTING DATES AND EXERCISABLE PURSUANT TO WARRANT ------------- ----------------------------------- October 22, 1999 12,500 January 22, 2000 25,000 April 22, 2000 37,500 July 22, 2000 50,000 October 22, 2000 62,500...Warrant Agreement • November 15th, 1999 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
i) The solicitation, review, and delivery of mutually agreed to functional or performance requirements from Ceridian for releases being developed for Ultimate products during the period of the Services Agreement. (ii) Assistance with the...Services Agreement • March 31st, 2003 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
THE ULTIMATE SOFTWARE GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENT This AGREEMENT, made as of this day of , 199 , by and between The Ultimate Software Group, Inc. (the "Company") and (the "Optionee"); WHEREAS, the Company has adopted a Nonqualified...Nonqualified Stock Option Agreement • June 4th, 1998 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
EXHIBIT 99.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July 15, 2003, by and among The Ultimate Software Group, Inc., a Delaware corporation (the "Company"), and the investors...Registration Rights Agreement • July 16th, 2003 • Ultimate Software Group Inc • Services-prepackaged software • New York
b) Charter and By-laws. The Certificate of Incorporation of the Operating Company, as in effect immediately prior to the Closing Date, shall be the initial Certificate of Incorporation of the Surviving Corporation. The by-laws of the Operating...Merger Agreement • March 13th, 1998 • Ultimate Software Group Inc • Delaware
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • May 12th, 2004 • Ultimate Software Group Inc • Services-prepackaged software • New York
BY AND BETWEENLoan and Security Agreement • April 1st, 2002 • Ultimate Software Group Inc • Services-prepackaged software • Florida
EXHIBIT 10.10 FOURTH LOAN MODIFICATION AGREEMENT THIS FOURTH LOAN MODIFICATION AGREEMENT (this "Agreement") is entered into as of April 29, 2003 by and between SILICON VALLEY BANK ("Bank"), whose address is 3003 Tasman Drive, Santa Clara, California...Loan Modification Agreement • May 14th, 2003 • Ultimate Software Group Inc • Services-prepackaged software
EXHIBIT 99.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of May ___, 2004, by and among The Ultimate Software Group, Inc., a Delaware corporation (the "COMPANY"), and the investors...Registration Rights Agreement • May 12th, 2004 • Ultimate Software Group Inc • Services-prepackaged software • New York
Rights Agreement Dated as of October 22, 1998Rights Agreement • October 23rd, 1998 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • April 24th, 1998 • Ultimate Software Group Inc • Services-prepackaged software • New York
ESCROW AGREEMENTEscrow Agreement • July 16th, 2003 • Ultimate Software Group Inc • Services-prepackaged software • New York
The Ultimate Software Group, Inc. And Computershare Trust Company, N.A. As Rights Agent Amended and Restated Rights Agreement Dated as of October 19, 2018Rights Agreement • October 19th, 2018 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
Amended and Restated Rights Agreement, dated as of October 19, 2018 (the “Rights Agreement”), between The Ultimate Software Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., successor rights agent to BankBoston, N.A. (the “Rights Agent”).
EXHIBIT 10.9 EXTENSION AGREEMENT Borrower: The Ultimate Software Group, Inc. Address: 3111 Stirling Road, Suite 308 Ft. Lauderdale, FL 33312 Date: November 24, 1998 THIS EXTENSION AGREEMENT (this "Agreement") is entered into between GREYROCK CAPITAL,...Extension Agreement • March 31st, 1999 • Ultimate Software Group Inc • Services-prepackaged software
GALLERIA ATLANTAOffice Lease Agreement • August 8th, 2006 • Ultimate Software Group Inc • Services-prepackaged software
FORM OF] THE ULTIMATE SOFTWARE GROUP, INC. WARRANTWarrant Agreement • July 31st, 2003 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
Exhibit 10.4 ASSET ACQUISITION AGREEMENT Asset Acquisition Agreement (this "Agreement") by and among The Ultimate Software Group of Northern California, Inc., an Illinois corporation ("Assignor"), The Ultimate Software Group, Inc., a Delaware...Asset Acquisition Agreement • March 13th, 1998 • Ultimate Software Group Inc • Delaware
AGREEMENT AND PLAN OF MERGER by and among UNITE PARENT CORP., UNITE MERGER SUB CORP. and THE ULTIMATE SOFTWARE GROUP, INC. Dated as of February 3, 2019Merger Agreement • February 4th, 2019 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 3, 2019 (this “Agreement”), by and among Unite Parent Corp., a Delaware corporation (“Parent”), Unite Merger Sub Corp., a Delaware corporation and indirect wholly owned Subsidiary of Parent (“Merger Sub”), and The Ultimate Software Group, Inc., a Delaware corporation (the “Company”).
REVOLVING PROMISSORY NOTE Exhibit 10.17 ------------------------- -------------Revolving Promissory Note • April 1st, 2002 • Ultimate Software Group Inc • Services-prepackaged software
RECITALS:Shareholders Rights Agreement • March 13th, 1998 • Ultimate Software Group Inc • New York
EXHIBIT 10.11 COMMERCIAL OFFICE LEASE BY AND BETWEEN ULTILAND, LTD., A FLORIDA LIMITED PARTNERSHIP ("LANDLORD")Commercial Office Lease • March 31st, 1999 • Ultimate Software Group Inc • Services-prepackaged software • Florida
October 21, 1999 Steven F. Graver Gordon S. Rubenstein Aberdeen Strategic Capital LP 100 South Wacker Drive Suite 2100 Chicago, Illinois 60606 Re: CONSULTING ARRANGEMENT Dear Messrs. Graver and Rubenstein: This is to confirm our agreement, effective...Consulting Agreement • November 15th, 1999 • Ultimate Software Group Inc • Services-prepackaged software
2,500,000 Reston, VA November 29, 2001 FOR VALUE RECEIVED, the undersigned, THE ULTIMATE SOFTWARE GROUP, INC., a Delaware corporation ("Borrower") promises to pay to the order of SILICON VALLEY BANK, a California-chartered bank ("Bank"), at such place...Equipment Term Note • April 1st, 2002 • Ultimate Software Group Inc • Services-prepackaged software
EXHIBIT 10.1 COMMERCIAL OFFICE LEASECommercial Office Lease • August 16th, 1999 • Ultimate Software Group Inc • Services-prepackaged software • Florida
FORM OF] REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2003 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • September 25th, 2003 • Ultimate Software Group Inc • Services-prepackaged software
HarbourVest Partners, LLC, Edward W. Kane and D. Brooks Zug agree that the Schedule 13G, to which this Agreement is attached, relating to the Common Stock of The Ultimate Software Group, Inc., is filed on behalf of each of them.
STOCK UNIT AWARD AGREEMENT The Ultimate Software Group, Inc. Amended and Restated 2005 Equity and Incentive PlanStock Unit Award Agreement • May 16th, 2007 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
This STOCK UNIT AWARD AGREEMENT (this “Agreement”) made as of this ___ day of __________________, 20___, between The Ultimate Software Group, Inc., a Delaware corporation (the “Company”), and __________________ (the “Participant”), is made pursuant to the terms of The Ultimate Software Group, Inc. Amended and Restated 2005 Equity and Incentive Plan (the “Plan”).
DIRECTOR FEE OPTION AWARD AGREEMENT The Ultimate Software Group, Inc. 2005 Equity and Incentive PlanDirector Fee Option Award Agreement • January 3rd, 2006 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
This Award Agreement (the “Agreement”) made as of this [___] day of [___], 20[___], between The Ultimate Software Group, Inc., a Delaware corporation (the “Company”), and ___ (the “Optionee”), is made pursuant to the terms of The Ultimate Software Group, Inc. 2005 Equity and Incentive Plan (the “Plan”). This Agreement and the benefits conferred hereunder shall be subject to the approval of the Plan by the Company’s stockholders at the Company’s 2005 Annual Meeting of Stockholders. Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
OFFICE LEASE RT TWENTY-SIXTH PENSION PROPERTIES LIMITED (Landlord) - and - ULTIMATE SOFTWARE GROUP OF CANADA, INC. (Tenant) - and - ULTIMATE SOFTWARE GROUP, INC. (Indemnifier) Suite 801 277 Wellington Street West Toronto, Ontario Rentable Area:...Office Lease • November 9th, 2009 • Ultimate Software Group Inc • Services-prepackaged software • Ontario
RESTRICTED STOCK AWARD AGREEMENT The Ultimate Software Group, Inc. 2005 Equity and Incentive PlanRestricted Stock Award Agreement • May 18th, 2005 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) made as of this ___day of ___, 20___, between The Ultimate Software Group, Inc., a Delaware corporation (the “Company”), and ___(the “Grantee”), is made pursuant to the terms of The Ultimate Software Group, Inc. 2005 Equity and Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
Quality Technology Services Metro, LLC Master Space AgreementMaster Space Agreement • August 9th, 2010 • Ultimate Software Group Inc • Services-prepackaged software
This Master Space Agreement (“Agreement”) between Quality Technology Services Metro, LLC (“QUALITYTECH”) and (“Customer”) Ultimate Software is made effective as of 6\1\09 (“Effective Date”) and governs Service(s) purchased by Customer under an Order. Capitalized terms used herein shall have the meaning given in the definition section on the last page of this Agreement.
RESTRICTED STOCK UNIT AWARD AGREEMENT The Ultimate Software Group, Inc.Restricted Stock Unit Award Agreement • August 8th, 2018 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) made as of this _____ day of _______________, 20___, between The Ultimate Software Group, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Participant”), is made pursuant to the terms of The Ultimate Software Group, Inc. Amended and Restated 2005 Equity and Incentive Plan (the “Plan”) and the French Addendum.
RESTRICTED STOCK AWARD AGREEMENT The Ultimate Software Group, Inc. Amended and Restated 2005 Equity and Incentive PlanRestricted Stock Award Agreement • August 5th, 2016 • Ultimate Software Group Inc • Services-prepackaged software • Delaware
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) made as of this _____ day of _______________, 20___, between The Ultimate Software Group, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Grantee”), is made pursuant to the terms of The Ultimate Software Group, Inc. Amended and Restated 2005 Equity and Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
