EXHIBIT 1 ________ SHARES/1/ SOFTWARE AG SYSTEMS, INC. COMMON STOCK UNDERWRITING AGREEMENT ---------------------- BANCAMERICA ROBERTSON STEPHENS DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION As Representatives of the several Underwriters c/o...Underwriting Agreement • April 21st, 1998 • Software Ag Systems Inc • Services-prepackaged software • California
EXHIBIT 10.14 ADMINISTRATIVE SERVICES AGREEMENT --------------------------------- This Administrative Services Agreement ("Agreement") is made as of March 31, 1997 (the "Effective Date") by and between Software AG ("SAG"), a German corporation, with...Administrative Services Agreement • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software • Virginia
WITNESSETH:Shareholder Agreement • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software • Virginia
EXHIBIT 10.15 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 • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software • New York
MEMORANDUM OF UNDERSTANDING Employment of Derek M. Brigden ---------------- Title: Vice President Operations and Chief Information Officer ------------------------------------------------------- 1. INTENT & PURPOSE ------------------- Software AG...Memorandum of Understanding • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software
Exhibit 2.1 CONFORMED COPY AGREEMENT AND PLAN OF MERGER dated as of November 1, 2000Merger Agreement • November 3rd, 2000 • Saga Systems Inc /De/ • Services-prepackaged software • Delaware
ARTICLE 1. PURCHASE AND SALE OF THE SHARESSubscription Agreement • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software • Virginia
ARTICLE 1. DEFINITIONSRecapitalization Agreement • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software • Virginia
REVOLVING CREDIT LOAN AGREEMENT executed by and between SAGA SOFTWARE, INC., as the BorrowerRevolving Credit Loan Agreement • November 12th, 1999 • Saga Systems Inc /De/ • Services-prepackaged software • New York
April 1, 1997Management and Consulting Agreement • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software
This letter will confirm the agreement between TC Management L.L.C., a Delaware limited liability company ("Thayer"), and Software AG Americas, Inc., a Virginia corporation (the "Company"), pursuant to which Thayer will render to the Company certain management and consulting services in connection with the operation and conduct of the Company's business. Thayer shall commence providing these services as of the date of this letter agreement (this "Agreement"). Thayer and the Company shall agree on the specific type and extent of services to be provided pursuant to this Agreement.
EXHIBIT 10.12 DEFERRED COMPENSATION AGREEMENT -------------------------------Deferred Compensation Agreement • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software • Virginia
EXHIBIT 10.11 DEFERRED COMPENSATION AGREEMENT ------------------------------- THIS DEFERRED COMPENSATION AGREEMENT ("Agreement") is made and entered into as of the 1st day of July, 1995 (the "Effective Date"), by and between Software AG Americas,...Deferred Compensation Agreement • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software • Virginia
EXHIBIT 10.1 AMENDED AND RESTATED COOPERATION AGREEMENT ------------------------------------------Cooperation Agreement • November 12th, 1999 • Saga Systems Inc /De/ • Services-prepackaged software • Virginia
EXHIBIT 10.3 SHARE PURCHASE AGREEMENT THIS AGREEMENT is entered into this 26/th/ day of September, 1997, among Software AG Americas, Inc., a corporation incorporated under the laws of the Commonwealth of Virginia (the "Guarantor"), Software AG Systems...Share Purchase Agreement • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software • Ontario
