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
BY AND AMONGMerger Agreement • January 6th, 2003 • Probusiness Services Inc • Services-computer processing & data preparation • Delaware
ANDAgreement and Plan of Reorganization • March 12th, 1997 • Probusiness Services Inc • California
PROMISSORY NOTEPromissory Note • March 12th, 1997 • Probusiness Services Inc • California
Exhibit 1.1 ProBusiness Services, Inc. _____ Shares Common Stock (1) UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 1998 • Probusiness Services Inc • Services-computer processing & data preparation • Illinois
COMMON STOCKUnderwriting Agreement • March 12th, 1997 • Probusiness Services Inc • California
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
RECITALSCommon Stock Purchase Agreement • February 19th, 2002 • Probusiness Services Inc • Services-computer processing & data preparation • California
SUBLEASE AGREEMENTSublease Agreement • February 16th, 1999 • Probusiness Services Inc • Services-computer processing & data preparation
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
ISDA LOGO]Master Agreement • August 14th, 1997 • Probusiness Services Inc • Services-computer processing & data preparation • New York
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...Warrant Agreement • March 12th, 1997 • Probusiness Services Inc • California
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...Warrant Agreement • March 12th, 1997 • Probusiness Services Inc • California
STANDARD SUBLEASE SUBLEASESublease • September 23rd, 1998 • Probusiness Services Inc • Services-computer processing & data preparation
RECITALS:Registration Rights Agreement • January 7th, 2002 • Probusiness Services Inc • Services-computer processing & data preparation • California
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
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
RECITALSRegistration Rights Agreement • March 12th, 1997 • Probusiness Services Inc • California
ASAP OFFICE SERVICES LEASEOffice Lease Agreement • September 23rd, 1998 • Probusiness Services Inc • Services-computer processing & data preparation
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 Agreement • March 12th, 1997 • Probusiness Services Inc • California
EXHIBIT 4.1 WAIVER AND AMENDMENTRegistration Rights Agreement • May 12th, 1999 • Probusiness Services Inc • Services-computer processing & data preparation • California
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...Warrant Agreement • March 12th, 1997 • Probusiness Services Inc • California
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
1 EXHIBIT 10.1 [CB LOGO] OFFICE BUILDING LEASE CB COMMERCIAL REAL ESTATE GROUP, INC. BROKERAGE AND MANAGEMENT LICENSED REAL ESTATE BROKER TABLE OF CONTENTSOffice Building Lease • March 12th, 1997 • Probusiness Services Inc
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
1- 2 Build-to-Suit Lease dated September 27, 1996 between Landlord and the Company (the "Lease Agreement") on the shell and core of the Building (as that term is defined in the Lease Agreement) and the first phase of the interior improvements of the...Warrant Agreement • March 12th, 1997 • Probusiness Services Inc • California
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...Equipment Lease Agreement • March 12th, 1997 • Probusiness Services Inc
ANDPreferred Stock Rights Agreement • January 8th, 2002 • Probusiness Services Inc • Services-computer processing & data preparation • Delaware
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...Warrant Agreement • March 12th, 1997 • Probusiness Services Inc • California
1 Exhibit 10.6 OFFICE LEASEOffice Lease • March 12th, 1997 • Probusiness Services Inc • Washington
1 EXHIBIT 10.20 PROBUSINESS, INC. SERIES F PREFERRED STOCK PURCHASE AGREEMENT MARCH 12, 1997 TABLE OF CONTENTSSeries F Preferred Stock Purchase Agreement • March 12th, 1997 • Probusiness Services Inc • California
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 30th, 2002 • Probusiness Services Inc • Services-computer processing & data preparation
OFFICE BUILDING LEASE BETWEEN KOLL CENTER IRVINE NUMBER TWO LANDLORD AND PRO BUSINESS, INC. TENANT 2 STANDARD LEASE [SHORT FORM]Office Building Lease • March 12th, 1997 • Probusiness Services Inc
EXHIBIT 10.21 ============================================================================== STOCKHOLDERS AGREEMENTStockholders Agreement • March 12th, 1997 • Probusiness Services Inc • California
AMONGStock Acquisition Agreement • March 12th, 1997 • Probusiness Services Inc • California
