EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 1997 • TSW International Inc • Georgia
TWO INTERNATIONAL, INC.Non-Qualified Stock Option Agreement • May 6th, 1997 • TSW International Inc • New York
EXHIBIT 10.2.2 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement"), dated this 20TH day of June, 1994, among Warburg, Pincus Investors, L.P., a Delaware limited partnership having its...Stockholders Agreement • May 6th, 1997 • TSW International Inc • Georgia
TSW INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement"), is made and entered into as of 12/11/96, between TSW INTERNATIONAL, INC., a Georgia corporation (the "Company"), and Chris Lane...Incentive Stock Option Agreement • May 6th, 1997 • TSW International Inc • Georgia
EXHIBIT 10.12.4 THE SYSTEM WORKS, INC. NONQUALIFIED STOCK OPTION AGREEMENT No. of Shares subject to option: 112,430. Option No. ___________. This THE SYSTEM WORKS, INC. NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and entered into...Nonqualified Stock Option Agreement • May 6th, 1997 • TSW International Inc • Georgia
RECITALSSeverance Agreement • May 6th, 1997 • TSW International Inc • Georgia
EXHIBIT 10.2.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 20th, 1994, by and among The System Works, Inc., a Georgia corporation (the "Company"),...Registration Rights Agreement • May 6th, 1997 • TSW International Inc • Georgia
LEASE AGREEMENT by and between COUSINS PROPERTIES INCORPORATED ("Landlord") andLease Agreement • May 6th, 1997 • TSW International Inc • Georgia
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 6th, 1997 • TSW International Inc
WITNESSETH:Employment Agreement • May 6th, 1997 • TSW International Inc • Georgia
EXHIBIT 10.1.8 Greyrock Business Credit A NationsBank Company SECOND AMENDMENT TO LOAN DOCUMENTS BORROWER: TSW INTERNATIONAL, INC. ADDRESS: 3301 WINDY RIDGE PARKWAY ATLANTA, GEORGIA 30339 DATE: APRIL 3, 1997 THIS AMENDMENT TO LOAN DOCUMENTS (this...Loan Agreement • May 6th, 1997 • TSW International Inc
EXHIBIT 10.1.6 DATED 6 November 1996Guarantee • May 6th, 1997 • TSW International Inc
December 16, 1996Preferred Stock Purchase Agreement • May 6th, 1997 • TSW International Inc • Georgia
LOAN AGREEMENTLoan Agreement • May 6th, 1997 • TSW International Inc • Georgia
EXHIBIT 10.4.1 TSW International, Inc. 3301 Windy Ridge Parkway Atlanta, Georgia 30339 NOTE AND WARRANT PURCHASE AGREEMENT Dated as of May 5, 1995 To: Warburg, Pincus Investors, L.P. 466 Lexington Avenue New York, New York 10017 Dear Sirs: TSW...Note and Warrant Purchase Agreement • May 6th, 1997 • TSW International Inc • Georgia
RECITALSSecurity Agreement • May 6th, 1997 • TSW International Inc • California
EXHIBIT 10.1.4 AMENDMENT TO LOAN DOCUMENTS BORROWER: TSW INTERNATIONAL, INC. ADDRESS: 3301 WINDY RIDGE PARKWAY ATLANTA, GEORGIA 30339 DATE: AUGUST 1, 1996 THIS AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is entered into between GREYROCK BUSINESS...Loan Agreement • May 6th, 1997 • TSW International Inc • California
THE SYSTEM WORKS, INC. AGREEMENTEmployment Agreement • May 6th, 1997 • TSW International Inc • Georgia
RECITALSPatent and Trademark Security Agreement • May 6th, 1997 • TSW International Inc • California
EXHIBIT 10.12.2 STOCK OPTION AGREEMENT Number of Shares subject to option: 63,251. Option No.: __________. This STOCK OPTION AGREEMENT (the "Agreement") is made and entered into this 7th day of January, 1986, between The System Works, Inc., a Georgia...Stock Option Agreement • May 6th, 1997 • TSW International Inc • Georgia
EXHIBIT 10.2.1 The System Works, Inc. 3301 Windy Ridge Parkway Marietta, Georgia 30067 SECURITIES PURCHASE AGREEMENT Dated as of June 20, 1994 To Warburg, Pincus Investors, L.P. 466 Lexington Avenue New York, New York 10017 Dear Sirs: The System...Securities Purchase Agreement • May 6th, 1997 • TSW International Inc • Georgia
COLLATERAL ASSIGNMENTCollateral Assignment • May 6th, 1997 • TSW International Inc
EXHIBIT 10.1.7 DEED OF GUARANTEE AND INDEMNITY Date: 14 November 1996 GREYROCK BUSINESS CREDIT a Division of NationsCredit Commercial CorporationDeed of Guarantee and Indemnity • May 6th, 1997 • TSW International Inc • Queensland
THE CORPORATE PLAN FOR RETIREMENT PROFIT SHARING/401(K) PLAN ARTICLE 1 ADOPTION AGREEMENT ARTICLE 2 DEFINITIONS 2.01 - Definitions ARTICLE 3 PARTICIPATION 3.01 - Date of Participation 3.02 - Resumption of Participation Following Reemployment 3.03 -...Profit Sharing/401(k) Plan • May 6th, 1997 • TSW International Inc • Massachusetts
3 MARCH 1995 SOCOTEC SA SOCOTEC INDUSTRIE SA MR JACKY TALET MR JEAN-JACQUES MAZE TSW INTERNATIONAL INCShare Purchase Agreement • May 6th, 1997 • TSW International Inc
ARTICLE I DEFINITIONSNon-Qualified Stock Option Agreement • May 6th, 1997 • TSW International Inc • Georgia
Greyrock EXHIBIT 10.1.1 Business Credit LOAN AND SECURITY AGREEMENT A NationsBank Company BORROWER: TSW INTERNATIONAL, INC. ADDRESS: 3301 WINDY RIDGE PARKWAY ATLANTA, GEORGIA 30339 DATE: NOVEMBER 17, 1995 This Loan and Security Agreement is entered...Loan and Security Agreement • May 6th, 1997 • TSW International Inc • California
W I T N E S S E T H:Collateral Assignment and Agreement • May 6th, 1997 • TSW International Inc • Georgia
DUE MAY 5, 2000Subordinated Floating Rate Note • May 6th, 1997 • TSW International Inc • Georgia
W I T N E S S E T H:Nonrecourse Loan Agreement • May 6th, 1997 • TSW International Inc • Georgia
W I T N E S S E T H:Stockholder's Rights Agreement • May 6th, 1997 • TSW International Inc • Georgia
EXHIBIT 10.4.3 This Warrant will be void after 5:00 p.m. Eastern Daylight Time, May 5, 2000 NEITHER THIS WARRANT NOR THE SHARES USABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT AND MAY NOT...Stock Purchase Warrant • May 6th, 1997 • TSW International Inc
AGREEMENT FOR THE SALE AND PURCHASE OF THE BUSINESS OF SQL SYSTEMS INTERNATIONAL PLC FRESHFIELDSAgreement for the Sale and Purchase of the Business • May 6th, 1997 • TSW International Inc • England
