November 23, 2005Activant Solutions Holdings Inc. • February 1st, 2006 • Services-computer integrated systems design • Texas
This is to confirm our agreements relating to the repurchase of stock related to your currently exercisable stock options and your separation from employment. For purposes of this Stock Repurchase, Separation Agreement and General Release (the “Agreement”), the terms “You” or “Your” shall refer to Mr. Aviles and the “Company” shall refer collectively to Activant Solutions Inc., formerly known as Cooperative Computing, Inc., and Activant Solutions Holdings Inc.
ACTIVANT SOLUTIONS HOLDINGS INC. $40,000,000 Senior Floating Rate PIK Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • November 14th, 2005 • Activant Solutions Holdings Inc. • Services-computer integrated systems design • New York
Activant Solutions Holdings Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell (the “Offering”) $40,000,000 aggregate principal amount of the Company’s Senior Floating Rate PIK Notes due 2011 (the “Securities”). The Securities will be issued pursuant to an indenture dated October 17, 2005, (the “Indenture”), between the Company, and Wells Fargo Bank, N.A., as trustee (the “Trustee”). The Company hereby confirms its agreement with Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. (each an “Initial Purchaser”, and together the “Initial Purchasers”) concerning the purchase of the Securities from the Company by the Initial Purchasers.
ACTIVANT SOLUTIONS HOLDINGS INC. Senior Floating Rate PIK Notes due 2011 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • November 14th, 2005 • Activant Solutions Holdings Inc. • Services-computer integrated systems design • New York
Activant Solutions Holdings Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Deutsche Bank Securities Inc. (the “Representative”) and J.P. Morgan Securities Inc. (each an “Initial Purchaser”, and together the “Initial Purchasers”), upon the terms and subject to the conditions set forth in a purchase agreement dated October 17, 2005 (the “Purchase Agreement”) between the Issuer and the Initial Purchasers, $40,000,000 aggregate principal amount of its Senior Floating Rate PIK Notes due 2011 (the “Notes”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
