AGREEMENT OF MERGER BETWEEN W3 GROUP, INC., A DELAWARE DOMESTIC CORPORATION AND W3 GROUP, INC., A COLORADO CORPORATIONMerger Agreement • February 16th, 2007 • Aftersoft Group • Blank checks
Exhibit 10.1 Dated 4th August, 2006 (1) AUTO DATA NETWORK, INC (2) AFTERSOFT GROUP, INC (3) AFTERSOFT DEALER SOFTWARE LIMITED SHARE SALE AGREEMENT relating to EXP DEALER SOFTWARE LIMITED -------------------------------- SHARE SALE AGREEMENT Date: 4...Share Sale Agreement • August 31st, 2006 • Aftersoft Group • Blank checks
W3 GROUP, INC., A DELAWARE DOMESTIC CORPORATION AND W3 GROUP, INC., A COLORADO CORPORATIONMerger Agreement • May 19th, 2003 • W3 Group Inc • Blank checks
CREDIT AGREEMENT dated as of March 1, 2017 among MAM SOFTWARE GROUP, INC. and UNIVEST BANK AND TRUST CO.Credit Agreement • March 8th, 2017 • Mam Software Group, Inc. • Services-prepackaged software • Pennsylvania
CREDIT AGREEMENT dated as of March 1, 2017 (as it may be amended or modified from time to time, this “Agreement”), among MAM SOFTWARE GROUP, INC., a Delaware corporation, as Borrower, the other Loan Parties party hereto, and UNIVEST BANK AND TRUST CO., as Lender.
EMPLOYMENT AGREEMENT BETWEEN AFTERSOFT GROUP, INC. And CHARLES TRAPP (Executive)Employment Agreement • December 5th, 2008 • Aftersoft Group • Services-prepackaged software • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 1, 2008 (the “Effective Date”) is entered into by and between Aftersoft Group, Inc., a Delaware corporation (the “Company”), and Charles Trapp, an individual with a physical address at 1158 Staffler Road, Bridgewater, NJ 08807 (the “Executive”) (collectively, the “Parties,” individually, a “Party”).
REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • March 7th, 2011 • Mam Software Group, Inc. • Services-prepackaged software
AGREEMENT (this “Agreement”) is made and entered into as of the 21st day of December, 2007, by and between COMVEST CAPITAL, LLC , a Delaware limited liability company (the “ Lender ”), and AFTERSOFT GROUP, INC. , a Delaware corporation (the “ Borrower ”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 31st, 2007 • Aftersoft Group • Blank checks
This Registration Rights Agreement (this “Agreement”) is made as of December 21, 2007 by Aftersoft Group Inc., a Delaware corporation (the “Company”), for the benefit of the Holders (as such term is hereinafter defined). The Company hereby confirms that the rights granted under this Agreement constitute a material inducement to the Holders to enter into the Loan Agreement (as such term is hereinafter defined), make Loans from time to time thereunder, and/or acquire or hold Conversion Shares and/or Warrant Shares (as such terms are hereinafter defined). Each Holder, by its participation or request to participate in any Registration effected pursuant to this Agreement, shall be deemed to have confirmed such Holder’s agreement to comply with the applicable provisions of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2015 • Mam Software Group, Inc. • Services-prepackaged software • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 16, 2015 (the “Effective Date”) is entered into by and between MAM Software Group, Inc., a Delaware corporation (the “Company”), and Brian Callahan, an individual with a physical address at 1222 Tressler Drive, Ft. Washington, PA 19034, USA (the “Executive”) (collectively, the “Parties,” individually, a “Party”).
CONVERTIBLE TERM NOTEConvertible Term Note • December 31st, 2007 • Aftersoft Group • Blank checks • New York
This Note and the Common Stock issuable upon conversion hereof (until such time, if any, as such Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and may not be sold, offered for sale of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Maker receives an opinion, in form and from counsel reasonably acceptable to the Maker, that registration, qualification or other such actions are not required under any such laws.
EMPLOYMENT AGREEMENT BETWEEN AFTERSOFT GROUP, INC. And SIMON CHADWICK (Executive)Employment Agreement • March 7th, 2011 • Mam Software Group, Inc. • Services-prepackaged software • Delaware
ContractGuaranty Agreement • December 31st, 2007 • Aftersoft Group • Blank checks • New York
GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Guaranty” or this “Agreement”), dated as of December 21, 2007, is made by AFTERSOFT NETWORK N.A., INC., a Delaware corporation, MAM SOFTWARE LTD., a limited liability company formed under the laws of England and Wales, AFTERSOFT GROUP (UK) LTD., a limited liability company formed under the laws of England and Wales, AFS WAREHOUSE DISTRIBUTION MANAGEMENT, INC., a Delaware corporation, AFS TIRE MANAGEMENT, INC., a Delaware corporation, and AFS AUTOSERVICE INC., a Delaware corporation (each a “Guarantor” and collectively the “Guarantors”), in favor of COMVEST CAPITAL, LLC, a Delaware limited liability company (the “Lender”).
ContractCollateral Agreement • December 31st, 2007 • Aftersoft Group • Blank checks • New York
COLLATERAL AGREEMENT, dated as of December 21, 2007, by and among AFTERSOFT GROUP, INC., a Delaware corporation (the “Borrower”), AFTERSOFT NETWORK N.A., INC., a Delaware corporation, MAM SOFTWARE LTD., a limited liability company formed under the laws of England and Wales, AFTERSOFT GROUP (UK) LTD., a limited liability company formed under the laws of England and Wales, AFS WAREHOUSE DISTRIBUTION MANAGEMENT, INC., a Delaware corporation, AFS TIRE MANAGEMENT, INC., a Delaware corporation, AFS AUTOSERVICE INC., a Delaware corporation, and any and all Additional Grantors who may become party to this Agreement (the Borrower, such other named entities, and such Additional Grantors are hereinafter referred to each as a “Grantor” and collectively as the “Grantors”), and COMVEST CAPITAL, LLC (the “Secured Party”) as Lender under the Revolving Credit and Term Loan Agreement of even date herewith (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreem
FISCAL YEAR 2011 FORMAL BONUS PLAN BETWEEN MAM SOFTWARE GROUP, INC. And MICHAEL JAMIESON (Executive)Bonus Plan • July 21st, 2010 • Mam Software Group, Inc. • Services-prepackaged software
THIS FISCAL YEAR 2011 BONUS PLAN (this “Plan”), dated as of July 1, 2010 (the “Effective Date”) is entered into by and between MAM Software Group, Inc., a Delaware corporation (the “Company”), and Michael Jamieson, an individual with a physical address at Units 5, 6, & 7, Maple Park, Maple Court, Tankersley, Barnsley, S75 3DP, UK (the “Executive”) (collectively, the “Parties,” individually, a “Party”).
GUARANTY OF PAYMENT AGREEMENTGuaranty of Payment Agreement • March 8th, 2017 • Mam Software Group, Inc. • Services-prepackaged software • Pennsylvania
THIS GUARANTY OF PAYMENT AGREEMENT (this “Agreement”) is made as of March 1, 2017, by MAM SOFTWARE, INC., a Delaware corporation (the “Guarantor”), in favor of UNIVEST BANK AND TRUST CO., its successors and assigns (the “Lender”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 8th, 2017 • Mam Software Group, Inc. • Services-prepackaged software • Pennsylvania
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of March 1, 2017 by and between MAM SOFTWARE GROUP, INC., a Delaware corporation (the “Borrower”), and UNIVEST BANK AND TRUST CO., (the “Lender”), on behalf of the Lender and the other Secured Parties.
MAM SOFTWARE GROUP, INC. MAM SOFTWARE LIMITEDDeed of Negative Pledge Agreement • December 7th, 2015 • Mam Software Group, Inc. • Services-prepackaged software
AFTERSOFT GROUP, INC. Second Floor, 9 Lower Bridge Street Chester, UK CH1 1RSSeparation Agreement • January 22nd, 2010 • Aftersoft Group • Services-prepackaged software • Delaware
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 20th, 2018 • Mam Software Group, Inc. • Services-prepackaged software • Pennsylvania
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is made effective as of September 19, 2018 by and between MAM SOFTWARE GROUP, INC., a Delaware corporation (“Borrower”) and UNIVEST BANK AND TRUST CO. (“Lender”).
TERM NOTETerm Note • March 8th, 2017 • Mam Software Group, Inc. • Services-prepackaged software • Pennsylvania
FOR VALUE RECEIVED, MAM SOFTWARE GROUP, INC., a Delaware corporation (the “Borrower”), promises to pay to the order of UNIVEST BANK AND TRUST CO., its successors and assigns (the “Lender”), the principal sum of EIGHT MILLION SEVEN HUNDRED FIFTY THOUSAND and NO/100 DOLLARS ($8,750,000.00) (the “Principal Sum”), together with interest thereon at the rate or rates hereinafter provided, in accordance with the following:
TERM NOTETerm Note • December 7th, 2015 • Mam Software Group, Inc. • Services-prepackaged software • New York
FOR VALUE RECEIVED, MAM SOFTWARE GROUP, INC., a Delaware corporation (the “Borrower”), promises to pay to the order of JP MORGAN CHASE BANK, N.A., a national banking association, its successors and assigns (the “Lender”), the principal sum of NINE MILLION FIVE HUNDRED THOUSAND and NO/100 DOLLARS ($9,500,000.00) (the “Principal Sum”), together with interest thereon at the rate or rates hereinafter provided, in accordance with the following:
March 27, 2017Employment Agreement • March 28th, 2017 • Mam Software Group, Inc. • Services-prepackaged software
Reference is made to that certain Employment Agreement, dated as of July 1, 2010, as amended effective July 1, 2012, between MAM Software Group, Inc. (the “Company”) and Michael Jamieson (the “Executive”) (the “Agreement”). (Together, the Company and the Executive may be referred to as the “Parties,” or in the singular, each a “Party.”) This letter agreement (the “Letter Agreement”) is being used to amend certain provisions of the Agreement and to supplement certain terms of the Agreement as provided herein. All other terms of the Agreement not amended by this Letter Agreement remain in full force and effect. All capitalized terms in this Letter Agreement that are used herein and not expressly defined herein have the definitions specified in the Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2007 • Aftersoft Group • Blank checks • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June ___, 2007, by and among Aftersoft Group, Inc a Delaware corporation, (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
AGREEMENT AND PLAN OF MERGER by and among KERRIDGE COMMERCIAL SYSTEMS GROUP LIMITED, as Parent, CHICKADEE HOLDINGS INC., as Merger Sub and MAM SOFTWARE GROUP, INC. as the Company DATED AS OF AUGUST 30, 2019Merger Agreement • September 3rd, 2019 • Mam Software Group, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 30, 2019 (the “Agreement Date”), by and among Kerridge Commercial Systems Group Limited, an English private limited company (“Parent”), Chickadee Holdings Inc., a Delaware corporation and wholly-owned indirect subsidiary of Parent (“Merger Sub”), and MAM Software Group, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Annex I.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2007 • Aftersoft Group • Blank checks • New York
This Registration Rights Agreement (“Agreement”), dated as of June __, 2007, is made by and between AFTERSOFT GROUP, INC., a Delaware corporation (“Company”), and the investors identified on Schedule A (each such investor is an “Investor,” and all such investors are, collectively, the “Investors”).
Dated 1st February, 2007Share Sale Agreement • February 7th, 2007 • Aftersoft Group • Blank checks
ComVest Capital LLC letterhead]Revolving Credit and Term Loan Agreement • March 27th, 2009 • Aftersoft Group • Services-prepackaged software
Reference is made to (a) the Revolving Credit and Term Loan Agreement dated as of December 21, 2007 (the “Loan Agreement”) by and between ComVest Capital, LLC (the “Lender”) and Aftersoft Group, Inc. (the “Borrower”), and (b) Warrant No. CV-1 issued by the Borrower to the Lender as of December 21, 2007 (the “Warrant”). All capitalized terms used herein without definition have the respective meanings ascribed to them in the Loan Agreement.
REVOLVING CREDIT NOTERevolving Credit Note • December 7th, 2015 • Mam Software Group, Inc. • Services-prepackaged software • New York
FOR VALUE RECEIVED, MAM SOFTWARE GROUP, INC., a Delaware corporation (the “Borrower”), promises to pay to the order of JP MORGAN CHASE BANK, N.A., a national banking association, its successors and assigns (the “Lender”), the principal sum of TWO MILLION FIVE HUNDRED THOUSAND and NO/100 DOLLARS ($2,500,000.00) (the “Principal Sum”), or so much thereof as has been or may be advanced/readvanced to or for the account of the Borrower pursuant to the terms and conditions of the Credit Agreement (as hereinafter defined) under the Revolving Credit Facility (as that term is defined in the Credit Agreement), together with interest thereon at the rate or rates hereinafter provided, in accordance with the following:
February 10, 2009Revolving Credit and Term Loan Agreement • March 27th, 2009 • Aftersoft Group • Services-prepackaged software
Reference is made to (a) the Revolving Credit and Term Loan Agreement dated as of December 21, 2007 (the “Loan Agreement”) by and between ComVest Capital, LLC (the “Lender”) and Aftersoft Group, Inc. (the “Borrower”), and (b) the Revolving Credit Note dated December 21, 2007 in the maximum principal amount of $1,000,000 issued by the Borrower to the Lender (the “Revolving Credit Note”). All capitalized terms used herein without definition have the respective meanings ascribed to them in the Loan Agreement.
FORM OF VALIDITY GUARANTYValidity Guaranty • December 31st, 2007 • Aftersoft Group • Blank checks
VALIDITY GUARANTY (this “Agreement”) is made as of the 21st day of December, 2007, by and among COMVEST CAPITAL, LLC, a Delaware limited liability company having offices at One North Clematis, Suite 300, West Palm Beach, Florida 33401 (the “Lender”), AFTERSOFT GROUP, INC., a Delaware corporation having offices at Regus House, Heronsway Chester Business Park, Chester, CH4 9QR United Kingdom (the “Borrower”), and _____________, an individual residing at _____________________________ (the “Principal”);
REVOLVING CREDIT NOTERevolving Credit Note • December 31st, 2007 • Aftersoft Group • Blank checks
FOR VALUE RECEIVED, the undersigned, AFTERSOFT GROUP, INC., a Delaware corporation (the “Maker”), hereby promises to pay to COMVEST CAPITAL, LLC, a Delaware limited liability company (“ComVest”), or registered assigns (hereinafter, collectively with ComVest, referred to as the “Payee”), on November 30, 2009 (subject to extension pursuant to Section 2.01(h) of the Loan Agreement hereinafter described, or sooner by reason of an Event of Default or required prepayment in accordance with the Loan Agreement hereinafter described), the principal sum of One Million ($1,000,000) Dollars or, if less, the aggregate unpaid principal amount of all Revolving Credit Advances made by the Payee to the Maker pursuant to that certain Revolving Credit and Term Loan Agreement of even date herewith by and between ComVest and the Maker (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”), together with interest (computed as hereinafter provided) on any and
September 23, 2008Loan Agreement • March 27th, 2009 • Aftersoft Group • Services-prepackaged software • New York
Reference is made to the Revolving Credit and Term Loan Agreement dated as of December 21, 2007 (the “Loan Agreement”), by and between ComVest Capital, LLC (the “Lender”) and Aftersoft Group, Inc. (the “Borrower”). All capitalized terms used herein without definition have the respective meanings ascribed to them in the Loan Agreement.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 8th, 2017 • Mam Software Group, Inc. • Services-prepackaged software • Pennsylvania
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of March 1, 2017 by and between MAM SOFTWARE, INC., a Delaware corporation (the “Grantor”), and UNIVEST BANK AND TRUST CO. (the “Lender”), on behalf of the Secured Parties.
April 14, 2009Loan Agreement • April 23rd, 2009 • Aftersoft Group • Services-prepackaged software
Reference is made to the Revolving Credit and Term Loan Agreement dated as of December 21, 2007, as amended by Amendment No. 1 dated September 23, 2008 (collectively, the "Loan Agreement"), by and between ComVest Capital, LLC (the "Lender") and Aftersoft Group, Inc. (the "Borrower"). All capitalized terms used herein without definition have the respective meanings ascribed to them in the Loan Agreement.
EMPLOYMENT AGREEMENT BETWEEN AFTERSOFT GROUP, INC. And IAN WARWICK (Executive)Employment Agreement • December 5th, 2008 • Aftersoft Group • Services-prepackaged software • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 1, 2008 (the “Effective Date”) is entered into by and between Aftersoft Group, Inc., a Delaware corporation (the “Company”), and Ian Warwick, an individual with a physical address at The Dovecotes, Plas Devon Court, Rossett Road, Holt LL13 9SY, United Kingdom, (the “Executive”) (collectively, the “Parties,” individually, a “Party”).
MAM Software Letterhead] October 19, 2015Employment Agreement • February 16th, 2016 • Mam Software Group, Inc. • Services-prepackaged software
Reference is made to that certain Employment Agreement between MAM Software Group, Inc. and Charles Trapp, dated as of July 1, 2010 (the “Agreement”). All capitalized terms not defined in this letter agreement (the “Letter Agreement”) shall have the meanings ascribed to them in the Agreement.
