EXHIBIT 10.16 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between PROBUSINESS SERVICES, INC., a Delaware corporation and COAST BUSINESS CREDIT, a division of Southern Pacific Bank Dated as of June 30, 1998 COAST BUSINESS CREDIT LOAN AND...Loan and Security Agreement • September 23rd, 1998 • Probusiness Services Inc • Services-computer processing & data preparation • California
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BY AND AMONGAgreement and Plan of Merger • January 6th, 2003 • Probusiness Services Inc • Services-computer processing & data preparation • Delaware
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ANDAgreement and Plan of Reorganization • March 12th, 1997 • Probusiness Services Inc • California
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ISDA LOGO]Master Agreement • August 14th, 1997 • Probusiness Services Inc • Services-computer processing & data preparation • New York
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EXHIBIT 4.2 PROBUSINESS SERVICES, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "AGREEMENT") is made as of April 27, 1999, between ProBusiness Services, Inc., a Delaware corporation ("PARENT" or "PROBUSINESS"), and the...Registration Rights Agreement • May 12th, 1999 • Probusiness Services Inc • Services-computer processing & data preparation • New York
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COMMON STOCKProbusiness Services Inc • March 12th, 1997 • California
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RECITALSCommon Stock Purchase Agreement • February 19th, 2002 • Probusiness Services Inc • Services-computer processing & data preparation • California
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EXHIBIT 10.5 LOAN AND SECURITY AGREEMENT dated December 21, 2001Loan and Security Agreement • September 30th, 2002 • Probusiness Services Inc • Services-computer processing & data preparation • California
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1 EXHIBIT 10.20 PROBUSINESS, INC. SERIES F PREFERRED STOCK PURCHASE AGREEMENT MARCH 12, 1997 TABLE OF CONTENTSPreferred Stock Purchase Agreement • March 12th, 1997 • Probusiness Services Inc • California
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LINC CAPITAL MANAGEMENT, A DIVISION OF Linc Capital Management, SCIENTIFIC LEASING INC. EQUIPMENT SCHEDULE a division of Scientific Leasing Inc. 303 East Wacker Drive Chicago, Illinois 60601 Equipment Location: 5934 Gibraltar Drive (312) 946-1000...Probusiness Services Inc • March 12th, 1997
Company FiledMarch 12th, 1997
SUBLEASE AGREEMENTSublease Agreement • February 16th, 1999 • Probusiness Services Inc • Services-computer processing & data preparation
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RECITALS:Registration Rights Agreement • January 7th, 2002 • Probusiness Services Inc • Services-computer processing & data preparation • California
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Exhibit 1.1 ProBusiness Services, Inc. _____ Shares Common Stock (1) UNDERWRITING AGREEMENTProbusiness Services Inc • August 5th, 1998 • Services-computer processing & data preparation • Illinois
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RECITALSRegistration Rights Agreement • March 12th, 1997 • Probusiness Services Inc • California
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Exhibit 4.2(a) PROBUSINESS SERVICES, INC. AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT The undersigned, being parties to that certain Amended and Restated Registration Rights Agreement (the "Agreement") dated March 12, 1997, by and...Registration Rights Agreement • September 28th, 2000 • Probusiness Services Inc • Services-computer processing & data preparation
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1 EXHIBIT 10.12 LOAN AGREEMENT This LOAN AGREEMENT, dated as of October 20, 1995 (the "Agreement"), is made by and among ProBusiness, Inc., a California corporation ("Borrower") with its principal office at 5934 Gibraltar Drive, Pleasanton, California...Loan Agreement • March 12th, 1997 • Probusiness Services Inc • California
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2- 3 (b) Benefit Plans. Employee will be entitled to participate in or receive benefits under ProBusiness's employee benefit plans and policies as in effect from time to time in which Employee is eligible to participate, subject to the applicable...Employment and Non-Competition Agreement • March 12th, 1997 • Probusiness Services Inc • California
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PAGE ---- Article 1 LEASE OF PREMISES . . . . . . . . . . . . . . . . . . . . 1 Article 2 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . 1 Article 3 EXHIBITS AND ADDENDA . . . . . . . . . . . . . . . . . . 2 Article 4 DELIVERY OF POSSESSION...Probusiness Services Inc • March 12th, 1997
Company FiledMarch 12th, 1997
1 Exhibit 10.11 PROBUSINESS SERVICES, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of this ___ day of ____, 1996, by and between ProBusiness Services, Inc., a Delaware corporation (the "Company"), and...Indemnification Agreement • March 12th, 1997 • Probusiness Services Inc • Delaware
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Exhibit 2.2 STOCKHOLDER SUPPORT AGREEMENT THIS STOCKHOLDER SUPPORT AGREEMENT, dated as of January 5, 2003 (this "AGREEMENT"), by and between Automatic Data Processing, Inc., a Delaware corporation ("PARENT") and the stockholders of the Company listed...Stockholder Support Agreement • January 6th, 2003 • Probusiness Services Inc • Services-computer processing & data preparation • Delaware
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1 2 immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. The foregoing...Registration Rights Agreement • March 12th, 1997 • Probusiness Services Inc • California
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1 EXHIBIT 10.1 [CB LOGO] OFFICE BUILDING LEASE CB COMMERCIAL REAL ESTATE GROUP, INC. BROKERAGE AND MANAGEMENT LICENSED REAL ESTATE BROKER TABLE OF CONTENTSLease Termination Agreement • March 12th, 1997 • Probusiness Services Inc
Contract Type FiledMarch 12th, 1997 Company
ANDPreferred Stock Rights Agreement • January 8th, 2002 • Probusiness Services Inc • Services-computer processing & data preparation • Delaware
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STANDARD SUBLEASE SUBLEASEProbusiness Services Inc • September 23rd, 1998 • Services-computer processing & data preparation
Company FiledSeptember 23rd, 1998 Industry
1 EXHIBIT 4.6(b) THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN...Probusiness Services Inc • March 12th, 1997 • California
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NOTENote • March 12th, 1997 • Probusiness Services Inc
Contract Type FiledMarch 12th, 1997 Company
1 Exhibit 10.6 OFFICE LEASEOffice Lease • March 12th, 1997 • Probusiness Services Inc • Washington
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2- 3 1.7.4 Purchase Right. Notwithstanding the foregoing, at the election of Holder, the Company shall purchase the unexercised portion of this Warrant for cash upon the closing of any Acquisition for an amount equal to (a) the fair market value of...Antidilution Agreement • March 12th, 1997 • Probusiness Services Inc • California
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2- 3 (ii) Adjustment of Number of Shares. Upon each adjustment in the Warrant Price, the number of Shares of Common Stock purchasable hereunder shall, in the case of an increase in the Warrant Price, be proportionately decreased or, in the case of a...Probusiness Services Inc • March 12th, 1997 • California
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FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 30th, 2002 • Probusiness Services Inc • Services-computer processing & data preparation
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2- 3 (ii) Adjustment of Number of Shares. Upon each adjustment in the Warrant Price, the number of Shares of Series E Preferred Stock purchasable hereunder shall, in the case of an increase in the Warrant Price, be proportionately decreased or, in the...Probusiness Services Inc • March 12th, 1997 • California
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EXHIBIT 10.21 ============================================================================== STOCKHOLDERS AGREEMENTStockholders Agreement • March 12th, 1997 • Probusiness Services Inc • California
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AMONGStock Acquisition Agreement • March 12th, 1997 • Probusiness Services Inc • California
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AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PROBUSINESS SERVICES, INC. RUNWAY ACQUISITION CORP., CLEMCO, INC., AND, WITH RESPECT TO ARTICLE VII ONLY, THOMAS CLEMENTS AND CHARLES JOHNSON, AS STOCKHOLDER REPRESENTATIVES, AND, WITH RESPECT TO...Agreement and Plan of Reorganization • May 12th, 1999 • Probusiness Services Inc • Services-computer processing & data preparation • Illinois
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EXHIBIT 4.1 WAIVER AND AMENDMENTRegistration Rights Agreement • May 12th, 1999 • Probusiness Services Inc • Services-computer processing & data preparation • California
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