EXHIBIT D REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 26, 1997, by and between Software AG Systems, Inc., a Delaware corporation (the "Company"), and Thayer Equity...Registration Rights Agreement • December 4th, 1997 • Thayer Equity Investors Iii Lp • Services-prepackaged software • New York
1 EXHIBIT 2 COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 15th, 1998 • Thayer Equity Investors Iii Lp • Finance lessors • Delaware
RECITALS:Joinder Agreement • August 14th, 1998 • Thayer Equity Investors Iii Lp • Transportation services • New York
1 EXHIBIT 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 1st, 2001 • Thayer Equity Investors Iii Lp • Services-prepackaged software • Delaware
RECITALSThayer Equity Investors Iii Lp • November 13th, 2001 • Transportation services • Delaware
EXHIBIT 2 RECAPITALIZATION AGREEMENTRecapitalization Agreement • August 14th, 1998 • Thayer Equity Investors Iii Lp • Transportation services • New York
RECITALS:Shareholders Agreement • June 23rd, 2000 • Thayer Equity Investors Iii Lp • Transportation services • New York
EXHIBIT 1 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of April 11, 2000Stockholders Agreement • July 20th, 2001 • Thayer Equity Investors Iii Lp • Finance lessors • Delaware
1 EXHIBIT 4 THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS OR "BLUE SKY" LAWS, AND MAY NOT BE TRANSFERRED UNLESS SO...Exercise Agreement • November 2nd, 1998 • Thayer Equity Investors Iii Lp • Finance lessors • Delaware
EXHIBIT (D)(4) AMENDMENT TO CAPITAL CONTRIBUTION AGREEMENT This is an agreement (the "Amendment") dated December 26, 2001, that amends a Capital Contribution Agreement (the "Agreement") dated November 2, 2001 among CVG Investment LLC (the "Company"),...Capital Contribution Agreement • December 27th, 2001 • Thayer Equity Investors Iii Lp • Transportation services
BETWEENEquity Purchase Agreement • August 14th, 1998 • Thayer Equity Investors Iii Lp • Transportation services • New York
EXHIBIT 3 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the amendment to the Statement on Schedule 13D with respect to the securities of...Joint Filing Agreement • January 11th, 2002 • Thayer Equity Investors Iii Lp • Finance lessors
Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the amendment to the Statement on Schedule 13D with respect to the securities of ePlus, Inc. to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
JOINT FILING AGREEMENTJoint Filing Agreement • December 15th, 1998 • Thayer Equity Investors Iii Lp • Finance lessors
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including...Joint Filing Agreement • August 14th, 1998 • Thayer Equity Investors Iii Lp • Transportation services
JOINT FILING AGREEMENTJoint Filing Agreement • December 4th, 1997 • Thayer Equity Investors Iii Lp • Services-prepackaged software
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock of Software AG Systems, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such statement.
EXECUTION COPY STOCKHOLDER AGREEMENTStockholder Agreement • November 6th, 2000 • Thayer Equity Investors Iii Lp • Services-prepackaged software • Delaware
AGREEMENT dated as of November 1, 2000, among Software AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Parent”), Software AG Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Buyer”), Thayer Equity Investors III, L.P., a Delaware limited partnership (“Thayer Equity”), TC Co-Investors, LLC, a Delaware limited liability company (“TC Co-Investors” and, together with Thayer Equity, the “Thayer Stockholders”) and Daniel F. Gillis, an individual residing in Bethesda, MD (“Daniel F. Gillis”; each of the Thayer Stockholders and Daniel F. Gillis being referred to in this Agreement as a “Stockholder”).
DATEDNote Purchase Agreement • November 13th, 2001 • Thayer Equity Investors Iii Lp • Transportation services • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • July 1st, 2003 • Thayer Equity Investors Iii Lp • Services-business services, nec
Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the amendment to the Statement on Schedule 13D with respect to the securities of Aegis Communications Group, Inc. to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
June 12, 1998 SMITH BARNEY INC. NATIONSBANC MONTGOMERY SECURITIES LLC BANCAMERICA ROBERTSON STEPHENS c/o SMITH BARNEY INC. 388 Greenwich Street New York, NY 10013 Dear Sirs: The undersigned understands that you and certain other firms propose to enter...Thayer Equity Investors Iii Lp • August 14th, 1998 • Transportation services
JOINT FILING AGREEMENTJoint Filing Agreement • October 1st, 2002 • Thayer Equity Investors Iii Lp • Services-business services, nec
Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the amendment to the Statement on Schedule 13D with respect to the securities of Aegis Communications Group, Inc. to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
JOINT FILING AGREEMENTJoint Filing Agreement • November 20th, 2003 • Thayer Equity Investors Iii Lp • Services-business services, nec
Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the amendment to the Statement on Schedule 13D with respect to the securities of Aegis Communications Group, Inc. to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
NOTEHOLDER AGREEMENTNoteholder Agreement • November 20th, 2003 • Thayer Equity Investors Iii Lp • Services-business services, nec • Delaware
Notwithstanding the foregoing, the undersigned may transfer any or all of the Lock-up Shares (i) as a bona fide gift or gifts or (ii) as a distribution to limited partners or shareholders of such person; provided the transferee or transferees thereof...Thayer Equity Investors Iii Lp • June 17th, 1998 • Services-prepackaged software
BancAmerica Robertson Stephens Donaldson, Lufkin & Jenrette Securities Corporation Smith Barney Inc. EVEREN Securities, Inc. As Representatives of the several Underwriters Named in Schedule A to the Underwriting Agreement c/o BancAmerica Robertson Stephens 555 California Street, Suite 2600 San Francisco, California 94104
