ARTICLE 1. AMENDMENTS TO CREDIT AGREEMENTCredit Agreement • December 15th, 2000 • Optio Software Inc • Wholesale-computers & peripheral equipment & software • Georgia
BY AND AMONGAsset Purchase Agreement • April 10th, 2000 • Optio Software Inc • Wholesale-computers & peripheral equipment & software • Georgia
OPTIO SOFTWARE, INC. (a Georgia corporation) ____ Shares of Common Stock PURCHASE AGREEMENT Dated: ______________, 1999 TABLE OF CONTENTSPurchase Agreement • October 15th, 1999 • Optio Software Inc • New York
AGREEMENTLoan and Security Agreement • May 1st, 2001 • Optio Software Inc • Services-prepackaged software • Georgia
SUBLEASESublease • October 15th, 1999 • Optio Software Inc
EXHIBIT 10.12 CREDIT AGREEMENT dated as of April 14, 2000Credit Agreement • April 28th, 2000 • Optio Software Inc • Wholesale-computers & peripheral equipment & software • Georgia
LEASE AGREEMENTLease Agreement • October 15th, 1999 • Optio Software Inc
BY AND AMONGStock Purchase Agreement • April 10th, 2000 • Optio Software Inc • Wholesale-computers & peripheral equipment & software • Georgia
SECURITY AGREEMENT (Inventory)Security Agreement • October 15th, 1999 • Optio Software Inc • Georgia
AGREEMENTStock Option Agreement • June 9th, 2000 • Optio Software Inc • Wholesale-computers & peripheral equipment & software • Georgia
BUSINESS CONSULTING AGREEMENTBusiness Consulting Agreement • May 1st, 2003 • Optio Software Inc • Services-prepackaged software • Georgia
This Agreement is entered into between Optio Software, Inc., a Georgia corporation with its principal place of business at 3015 Windward Plaza, Windward Fairways II, Alpharetta, GA 30005 hereinafter referred to as “Company”, and Steven Kaye, with his principal place of business at 171 Hightower Lake Trail, Ball Ground, GA 30107 hereinafter referred to as “Consultant”.
EMPLOYMENT AGREEMENTEmployment Agreement • September 15th, 2003 • Optio Software Inc • Services-prepackaged software • Georgia
THIS EMPLOYMENT AGREEMENT (the “Agreement”) by and between Optio Software, Inc. (“Company”), and C. Wayne Cape (“You” or “Your”) (collectively referred to as the “Parties”), is entered into and effective as of the 1st of August, 2003 (the “Effective Date”).1
AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 3, 2008 AMONG BOTTOMLINE TECHNOLOGIES (de), INC.,Merger Agreement • March 5th, 2008 • Optio Software Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of the 3rd day of March, 2008, by and among Bottomline Technologies (de), Inc., a Delaware corporation (“Parent”), Olive Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Optio Software, Inc., a Georgia corporation (“Company”).
VOTING AGREEMENTVoting Agreement • March 5th, 2008 • Optio Software Inc • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of March 3, 2008 by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), Optio Software, Inc., a Georgia corporation (the “Company”), and Bottomline Technologies (de), Inc., a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.
SECURITY AGREEMENT (Equipment) FOR VALUE RECEIVED, Optic Software, Inc., a Georgia corporation, with its principal place of business and chief executive offices located at 4800 River Green Parkway, Duluth, Georgia 30096 (together with its successors...Security Agreement • October 15th, 1999 • Optio Software Inc • Georgia
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 14th, 2001 • Optio Software Inc • Services-prepackaged software • Florida
This STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of December 4, 2001, by and between Optio Software, Inc., a Georgia corporation (the "Seller), and M2 Systems Corporation, a Florida corporation (the "Purchaser").
February 11, 2003Separation Agreement • May 1st, 2003 • Optio Software Inc • Services-prepackaged software • Georgia
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 1st, 2006 • Optio Software Inc • Services-prepackaged software
THIS EIGHTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 21st day of April 2006, by and between Silicon Valley Bank (“Bank”) and Optio Software, Inc., a Georgia corporation (“Borrower”) whose address is 3015 Windward Plaza, Windward Fairways II, Alpharetta, Georgia 30005.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • December 15th, 2005 • Optio Software Inc • Services-prepackaged software • Georgia
This Amendment No. 1 to Agreement and Plan of Reorganization (the “Amendment”) is made and entered into as of the 1st day of August, 2005, by and among Optio Software, Inc. (“Optio”), Optio Software II, Inc. (“Merger Sub”) by Optio as a successor-in-interest, VertiSoft Corporation (“VertiSoft”) by Optio as a successor-in-interest, and Donald H. French (“French”), on behalf of himself and pursuant to Section 11.12 of the Agreement (as defined below), on behalf of all the Other Shareholders (as defined in the Agreement).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2008 • Optio Software Inc • Services-prepackaged software • Georgia
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between Optio Software, Inc. (“Company”), and C. Wayne Cape (“You” or “Your”) (collectively referred to as the “Parties”), is entered into and effective as of the 29th of February, 2008 (the “Effective Date”) and amends and restates that certain Employment Agreement dated August 1, 2003.(1)
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 14th, 2001 • Optio Software Inc • Services-prepackaged software • Georgia
THIS TRANSITION SERVICES AGREEMENT (the "Agreement") by and between Optio Software, Inc. ("Company"), and C. Wayne Cape ("You" or "Your")(collectively referred to as the "Parties"), is entered into and effective as of the 1st of August, 2001 (the "Effective Date").1
SIXTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • April 29th, 2005 • Optio Software Inc • Services-prepackaged software
This Sixth Loan Modification Agreement is entered into as of April 22, 2005, by and between Optio Software, Inc. (“Borrower”) and Silicon Valley Bank (“Bank”).
THIRD LOAN MODIFICATION AGREEMENTLoan Modification Agreement • September 15th, 2003 • Optio Software Inc • Services-prepackaged software
This Third Loan Modification Agreement is entered into as of June 4, 2003, by and between Optio Software, Inc. (“Borrower”) and Silicon Valley Bank (“Bank”).
FOURTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • April 21st, 2004 • Optio Software Inc • Services-prepackaged software
This Fourth Loan Modification Agreement is entered into as of December 4, 2003, by and between Optio Software, Inc. (“Borrower”) and Silicon Valley Bank (“Bank”).
Exhibit 10.10 STOCK OPTION PLEDGE AND SECURITY AGREEMENT THIS STOCK OPTION PLEDGE AND SECURITY AGREEMENT ("Agreement"), dated as of October 13, 1999, is entered into by and between David Dunn-Rankin, a natural resident of Georgia ("Pledgor") and OPTIO...Stock Option Pledge and Security Agreement • November 19th, 1999 • Optio Software Inc • Wholesale-computers & peripheral equipment & software • Georgia
LOAN AND SECURITY AGREEMENT OPTIO SOFTWARE, INC.Loan and Security Agreement • May 1st, 2002 • Optio Software Inc • Services-prepackaged software
This LOAN AND SECURITY AGREEMENT dated April 25, 2002, between SILICON VALLEY BANK (“Bank”), whose address is 3343 Peachtree Rd., Suite 312, Atlanta, GA 30326 and OPTIO SOFTWARE, INC. (“Borrower”), whose address is 3015 Windward Plaza, Fairways II, Alpharetta, GA 30005, provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
FIRST LOAN MODIFICATION AGREEMENTLoan Modification Agreement • September 13th, 2002 • Optio Software Inc • Services-prepackaged software
This First Loan Modification Agreement is entered into as of September 12, 2002, by and between Optio Software, Inc. (“Borrower”) and Silicon Valley Bank (“Bank”).
OFFICE LEASE AGREEMENT BETWEEN GATEWAY WINDWARD, INC. AS LANDLORD AND OPTIO SOFTWARE, INC. AS TENANT DATED December 21, 2005Office Lease Agreement • December 23rd, 2005 • Optio Software Inc • Services-prepackaged software
Operating Costs shall not include costs for: (1) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (2) interest, amortization or other payments on loans to Landlord; (3) depreciation; (4) leasing commissions; (5) legal expenses for services, other than those that benefit the Project tenants, as applicable (e.g., tax disputes); (6) renovating or otherwise improving leased premises of the Project or vacant space in the Project; (7) Taxes and Insurance that are paid separately pursuant to Sections 3 and 4 below; (8) federal income taxes imposed on or measured by the income of Landlord from the operation of the Project; (9) capital improvements made to the Project, other than capital improvements described in Section 2 of this Exhibit and except for items which are generally considered maintenance and repair items, such as painting of Common Areas, and the like; (10) the cost of installing, operating and maintaining any specialt
SEVENTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • April 29th, 2005 • Optio Software Inc • Services-prepackaged software
This Seventh Loan Modification Agreement is entered into as of April 27, 2005, by and between Optio Software, Inc. (“Borrower”) and Silicon Valley Bank (“Bank”), and shall be effective as of April 22, 2005.
SECOND LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 1st, 2003 • Optio Software Inc • Services-prepackaged software
This Second Loan Modification Agreement is entered into as of April 24, 2003, by and between Optio Software, Inc. (“Borrower”) and Silicon Valley Bank (“Bank”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT OPTIO SOFTWARE, INC.Loan and Security Agreement • May 1st, 2007 • Optio Software Inc • Services-prepackaged software
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of April 20, 2007, between SILICON VALLEY BANK (“Bank”), a California corporation whose address is 3353 Peachtree Rd., Suite M-10, Atlanta, GA 30326 and OPTIO SOFTWARE, INC. (“Borrower”), a Georgia corporation whose address is 3015 Windward Plaza, Fairways II, Alpharetta, GA 30005, provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. This Loan Agreement amends and restates that certain Loan and Security Agreement between the parties, dated April 25, 2002 in its entirety. The parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2004 • Optio Software Inc • Services-prepackaged software • Georgia
THIS EMPLOYMENT AGREEMENT (the “Agreement”) by and between Optio Software, Inc. (“Company”), and Donald H. French (“You” or “Your”) (collectively referred to as the “Parties”), is entered into and effective as of the 10th of August, 2004 (the “Effective Date”).1
OPTIO SOFTWARE, INC. VOTING AGREEMENTVoting Agreement • May 29th, 2007 • Optio Software Inc • Services-prepackaged software • Georgia
THIS VOTING AGREEMENT (the “Agreement”) is made by and among Wayne Cape and Diane Cape (the “Stockholders”) and effective as of January 8, 2007.
AGREEMENT FOR PURCHASE AND SALE OF ASSETSPurchase and Sale Agreement • December 14th, 2001 • Optio Software Inc • Services-prepackaged software • Florida
THIS AGREEMENT (this "Agreement"), dated as of the 4th day of December, 2001, is made by and among OPTIO SOFTWARE, INC., a Georgia corporation (hereinafter collectively referred to as "Seller"), and M2 SYSTEMS CORPORATION, a Florida corporation (hereinafter "Purchaser").
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • June 14th, 2006 • Optio Software Inc • Services-prepackaged software • Georgia
This Amendment No. 2 to Agreement and Plan of Reorganization (the “Amendment”) is made and entered into as of the 19th day of May, 2006, by and among Optio Software, Inc. (“Optio”), Optio Software II, Inc. (“Merger Sub”) by Optio as a successor-in-interest, VertiSoft Corporation (“VertiSoft”) by Optio as a successor-in-interest, and Donald H. French (“French”), on behalf of himself and pursuant to Section 11.12 of the Agreement (as defined below), on behalf of all the Other Shareholders (as defined in the Agreement).
