CREDIT AGREEMENT dated as ofCredit Agreement • September 28th, 2005 • Ssa Global Technologies, Inc • Services-computer programming services • New York
Exhibit B-1 — Form of Opinion of Kirk Isaacson, Executive Vice President, General Counsel and the Company Secretary of the Borrower
GUARANTEE AND COLLATERAL AGREEMENT dated as of September 22, 2005, among SSA GLOBAL TECHNOLOGIES, INC., THE SUBSIDIARIES OF SSA GLOBAL TECHNOLOGIES, INC. IDENTIFIED HEREINGuarantee and Collateral Agreement • October 21st, 2005 • Ssa Global Technologies, Inc • Services-computer programming services • New York
SSA GLOBAL TECHNOLOGIES, INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • November 15th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • Delaware
This Indemnification Agreement (“Agreement”) is made as of this _____ day of ___________ 2004, by and between SSA Global Technologies, Inc, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
SSA Global Technologies, Inc. Management Lock-Up Agreement April 25, 2005Management Lock-Up Agreement • April 27th, 2005 • Ssa Global Technologies, Inc • Services-computer programming services • New York
In connection with the public offering of shares of common stock, par value $.01 per share, of SSA Global Technologies, Inc. (the “Company”) (the “Common Stock”), pursuant to a Registration Statement on Form S-1 (File No. 333-116156) originally filed with the Securities and Exchange Commission (the “SEC”) on June 3, 2004 (as amended, the “Registration Statement”), the undersigned agrees that, commencing on the date that the Registration Statement is declared effective by the SEC (the “Effective Date”), and during the period specified below (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). This Lock-Up Agreement shal
SSA GLOBAL TECHNOLOGIES, INC. LETTERHEAD]Employment Agreement • April 27th, 2005 • Ssa Global Technologies, Inc • Services-computer programming services • New York
This letter constitutes an agreement between SSA Global Technologies, Inc. (the “Company”) and you (the “Executive”) regarding certain terms and conditions related to your continued employment with the Company and its subsidiaries. The terms of this letter shall only become effective on the effective date of the Company’s initial public offering (the “Effective Date”). By signing this letter agreement (“Agreement”), the Executive agrees to the terms and conditions set forth herein.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SSA GLOBAL TECHNOLOGIES, INC., SSA-E MERGER SUBSIDIARY INC., SSA-E ACQUISITION SUBSIDIARY INC. AND E.PIPHANY, INC. Dated as of August 3, 2005Merger Agreement • August 4th, 2005 • Ssa Global Technologies, Inc • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 3, 2005, is made by and among SSA Global Technologies, Inc., a Delaware corporation (“Parent”), SSA-E Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), SSA-E Acquisition Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Subsidiary”), and E.piphany, Inc., a Delaware corporation (the “Company”). Parent, Merger Subsidiary, Acquisition Subsidiary and the Company are each individually referred to herein as a “Party” and together collectively referred to herein as the “Parties”.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SSA GLOBAL TECHNOLOGIES, INC., GLOBETROT MERGER SUB, INC., AND MAGELLAN HOLDINGS, INC.Merger Agreement • May 15th, 2006 • Ssa Global Technologies, Inc • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 14, 2006, is made by and among Magellan Holdings, Inc., a Georgia corporation (“Parent”), Globetrot Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”), and SSA Global Technologies, Inc., a Delaware corporation (the “Company”). Parent, Merger Subsidiary and the Company are each individually referred to herein as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • Illinois
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into by and between SSA Global Technologies, Inc., a Delaware corporation (“Company”), and Michael Greenough (“Executive”), and sets forth the terms of Executive’s employment with the Company, as well as the parties’ understanding with respect to any future termination of that employment relationship.
VOTING AGREEMENTVoting Agreement • May 15th, 2006 • Ssa Global Technologies, Inc • Services-computer programming services • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2006, by and among Magellan Holdings, Inc., a Georgia corporation (“Parent”), Globetrot Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and each undersigned stockholder (each, a “Stockholder”) of SSA Global Technologies, Inc., a Delaware corporation (the “Company”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.
VOTING AGREEMENTVoting Agreement • May 15th, 2006 • Ssa Global Technologies, Inc • Services-computer programming services • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2006, by and among Magellan Holdings, Inc., a Georgia corporation (“Parent”), Globetrot Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and each undersigned stockholder (each, a “Stockholder”) of SSA Global Technologies, Inc., a Delaware corporation (the “Company”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.
AGREEMENT GOVERNING SEVERANCE OBLIGATIONS AND TERMINATION OF EMPLOYMENTSeverance Agreement • March 1st, 2005 • Ssa Global Technologies, Inc • Services-computer programming services • Illinois
This Agreement is made and entered into by and between SSA Global Technologies, Inc., N/A [insert subsidiary name for non-US based executives] (collectively and singularly “SSA”) and JOHN WALLES (“You”), and sets forth the terms and conditions governing SSA’s severance obligations and termination of employment.
AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 15, 2003 BY AND AMONG SSA GLOBAL TECHNOLOGIES, INC., RUSH MERGER SUBSIDIARY, INC. AND EXE TECHNOLOGIES, INC.Merger Agreement • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 15, 2003 (this “Agreement”), by and among SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (“Parent”), RUSH MERGER SUBSIDIARY, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and EXE TECHNOLOGIES, INC., a Delaware corporation (the “Company”).
COMBINATION AGREEMENT BY AND AMONG SSA GLOBAL TECHNOLOGIES INC., 36338 YUKON INC. IRONSIDE TECHNOLOGIES INC. AND JOEL KALLETT Dated as of June 17, 2003Combination Agreement • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • Ontario
This COMBINATION AGREEMENT (this “Agreement”), dated as of June 17, 2003, is made by and among SSA Global Technologies Inc., a Delaware corporation (“Parent”), 36338 Yukon Inc., a corporation incorporated under the laws of the Yukon Territory and a direct wholly-owned subsidiary of Parent (“Subco”), Ironside Technologies Inc., a corporation continued under the laws of the Yukon Territory (the “Company”) and Joel Kallett, in his capacity as the Shareholders’ Representative. Parent, Subco, the Company and the Shareholders’ Representative are each individually referred to herein as a “Party” and together collectively referred to herein as the “Parties”.
Employment Agreement Graeme CooksleyEmployment Agreement • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services
In consideration of the mutual covenants and conditions contained herein, the parties intending to be legally bound, agree as follows:
GENERAL RELEASE AND ADDITIONAL TERMSGeneral Release • November 4th, 2005 • Ssa Global Technologies, Inc • Services-computer programming services
This General Release and Additional Terms (“General Release”) is made as of this 4th day of November, 2005, by and between SSA Global Technologies, Inc. (“Company”) and John Walles (“You”).
FORM OF SSA GLOBAL TECHNOLOGIES, INC. 2003 EQUITY INCENTIVE PLAN STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • February 7th, 2006 • Ssa Global Technologies, Inc • Services-computer programming services • Illinois
This Stock Unit Award Agreement (“Agreement”) is made and entered into, as of the Grant Date set forth on the signature page hereto, by and between SSA Global Technologies, Inc., a Delaware Corporation (“Company”), and [ ] (“Grantee”).
ASSET PURCHASE AGREEMENT among ARZOON, INC. ARZOON ACQUISITION, INC. ARZOON ASSET ACQUISITION, INC. collectively, as Seller andAsset Purchase Agreement • October 22nd, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 4, 2004, by and among ARZOON, INC., a Delaware corporation (“Parent”), ARZOON ACQUISITION, INC., a Florida corporation (“Acquisition Subsidiary”), and ARZOON ASSET ACQUISITION, INC., a Delaware corporation (“Asset Acquisition Subsidiary”, and together with Acquisition Subsidiary, collectively the “Subsidiary Sellers”). Parent and Subsidiary Sellers shall hereinafter be collectively referred to as the “Seller”.), and SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (“Purchaser”).
Chicago, IL 60661 USA F +1-312-474-7500Employment Agreement • April 4th, 2006 • Ssa Global Technologies, Inc • Services-computer programming services • New York
SSA Global Technologies, Inc. Management Lock-Up Agreement March 28, 2006Management Lock-Up Agreement • April 4th, 2006 • Ssa Global Technologies, Inc • Services-computer programming services • New York
REGISTRATION RIGHTS AGREEMENT among SSA GLOBAL TECHNOLOGIES, INC., GENERAL ATLANTIC PARTNERS 76 L.P., GAP COINVESTMENT PARTNERS II, L.P., GAPSTAR, LLC, GAPCO GMBH & CO. KG, SSA INVESTOR, LLC, SSA WARRANT HOLDINGS, LLC, ABLECO, L.L.C., CERBERUS...Registration Rights Agreement • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • New York
WHEREAS, pursuant to the Securities Exchange Agreement dated as of April 2, 2003, by and among SSA Investor, Senior Warrantholder, Ableco, Cerberus Partners, Cerberus Institutional Partners, Madeleine and the Company, SSA Investor, Senior Warrantholder, Ableco, Cerberus Partners, Cerberus Institutional Partners and Madeleine have agreed to exchange all of the existing equity securities and $10,000,000 of indebtedness of the Company for an aggregate of 2,250,000 shares of Series A Preferred Stock;
SUPPLEMENTAL AGREEMENT REGARDING AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2005 • Ssa Global Technologies, Inc • Services-computer programming services
This Supplemental Agreement Regarding Amended and Restated Employment Agreement (“Supplemental Amendment”) is made and entered into as of the Effective Date (as defined below), by and between SSA Global Technologies, Inc., a Delaware corporation (“Company”), and Michael Greenough (“Executive”).
ContractWarrant Agreement • November 15th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • New York
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2005 • Ssa Global Technologies, Inc • Services-computer programming services • Illinois
This Employment Agreement (the “Agreement”) is made and entered into as of the 24th day of February, 2005, by and between SSA Global Technologies, Inc., a Delaware corporation (hereinafter the “Company”), and Ross Garrity (hereinafter the “Employee”).
INVENSYS HOLDINGS LIMITED INVENSYS INC. INVENSYS TWENTY-ONE LIMITED (as the Vendors) and GAC BAAN ACQUISITION LLC (as the Purchaser) SALE AND PURCHASE AGREEMENT for the sale and purchase of the Baan Business FRESHFIELDS BRUCKHAUS DERINGERSale and Purchase Agreement • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services
GENERAL RELEASE AND ADDITIONAL TERMSGeneral Release • February 17th, 2006 • Ssa Global Technologies, Inc • Services-computer programming services
This General Release and Additional Terms (“General Release”) is made as of this 15th day of February, 2006, by and between SSA Global Technologies, Inc. (“Company”) and Ross Garrity (“You”).
INVENSYS HOLDINGS LIMITED INVENSYS INC. INVENSYS TWENTY-ONE LIMITED GAC BAAN ACQUISITION LLC INVENSYS PLC GENERAL ATLANTIC PARTNERS (BERMUDA), L.P. CERBERUS CAPITAL MANAGEMENT II, L.P. SSA GLOBAL TECHNOLOGIES, INC. SSA CARIBBEAN HARFSEN HOLDING B.V....Supplementary Agreement • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services
SSA Global Technologies, Inc.Foreign Subsidiary Letter • October 21st, 2005 • Ssa Global Technologies, Inc • Services-computer programming services
Reference is made to (i) the Credit Agreement dated as of September 22, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SSA Global Technologies, Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Agent”), and (ii) the Guarantee and Collateral Agreement, dated as of September 22, 2005 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”), among SSA Global Technologies, Inc. (the “Borrower”), each other Subsidiary of the Borrower identified therein and JPMorgan Chase Bank, N.A., as collateral agent. All other capitalized terms used in this Foreign Subsidiary Letter and not otherwise defined herein have the meanings assigned to them in the Credit Agreement and the Collateral Agreement, as the case may be.
UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2005 • Ssa Global Technologies, Inc • Services-computer programming services • New York
STOCK PURCHASE AGREEMENT among SSA GLOBAL TECHNOLOGIES, INC., CERBERUS CAPITAL MANAGEMENT, L.P. GENERAL ATLANTIC PARTNERS 76, L.P., GAP COINVESTMENT PARTNERS II, L.P., GAPSTAR, LLC and GAPCO GMBH & CO. KGStock Purchase Agreement • November 15th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • New York
STOCK PURCHASE AGREEMENT, dated March 10, 2003 (this “Agreement”), among SSA Global Technologies, Inc., a Delaware corporation (the “Company”), Cerberus Capital Management, L.P., a Delaware limited partnership (“Cerberus”), General Atlantic Partners 76, L.P., a Delaware limited partnership (“GAP LP”), GAP Coinvestment Partners II, L.P., a Delaware limited partnership (“GAP Coinvestment”), GapStar, LLC, a Delaware limited liability company (“GapStar”), and GAPCO GmbH & Co. KG, a German limited partnership (“GmbH Coinvestment” and, collectively with GAP LP, GAP Coinvestment, and GapStar, the “Purchasers”).
Employment Agreement Kirk IsaacsonEmployment Agreement • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • California
In consideration of the mutual covenants and conditions contained herein, the parties intending to be legally bound, agree as follows:
SSA Global Technologies, Inc. Chicago, IL 60661Credit Agreement • October 21st, 2005 • Ssa Global Technologies, Inc • Services-computer programming services
Reference is made to (i) the Credit Agreement dated as of September 22, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SSA Global Technologies, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and (ii) the Guarantee and Collateral Agreement, dated as of September 22, 2005 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”), among SSA Global Technologies, Inc. (the “Borrower”), each other Subsidiary of the Borrower identified therein and JPMorgan Chase Bank, N.A., as collateral agent. All other capitalized terms used in this Post-Closing Letter and not otherwise defined herein have the meanings assigned to them in the Credit Agreement and the Collateral Agreement, as the case may be.
VOTING AGREEMENTVoting Agreement • August 4th, 2005 • Ssa Global Technologies, Inc • Services-computer programming services • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of August 3, 2005, is made by and among SSA Global Technologies, Inc., a Delaware corporation (“Parent”), and the Stockholders Listed on Schedule 1 attached hereto (each individually a “Stockholder” and collectively the “Stockholders”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 22nd, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • New York
STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • October 22nd, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • New York
STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 27, 2004 between SSA GLOBAL TECHNOLOGIES, INC. (the “Company”) and BLI-8787, LTD. (the “Recipient”).
SSA GLOBAL TECHNOLOGIES, INC.Stock Option Agreement • December 20th, 2005 • Ssa Global Technologies, Inc • Services-computer programming services
This Amendment To Stock Option Agreement is made and entered into as December 31, 2005, by and between SSA Global Technologies, Inc., a Delaware corporation (“Company”), and the undersigned current employee of Company (“Optionee”).
