EXHIBIT 10.4 AMENDMENT NO. 1 TO DECEMBER 29, 1995 SUBSCRIPTION AGREEMENT AND JUNE 28, 1996 SUBSCRIPTION AGREEMENT This Amendment No. 2 dated June 10, 1997 ("Amendment No. 2") to Subscription Agreement dated December 29, 1995 (the "December 29, 1995...Subscription Agreement • September 29th, 1997 • Ross Systems Inc/Ca • Services-prepackaged software • New York
Contract Type FiledSeptember 29th, 1997 Company Industry Jurisdiction
Exhibit 10.9 LOAN AND SECURITY AGREEMENT BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK Silicon Valley Bank Loan and Security Agreement Borrower: Ross Systems, Inc.; Ross Systems (UK) Ltd. Address: Two Concourse Parkway, Suite 800 Atlanta, GA...Loan and Security Agreement • October 2nd, 2002 • Ross Systems Inc/Ca • Services-prepackaged software • Georgia
Contract Type FiledOctober 2nd, 2002 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 5th, 2003 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
Contract Type FiledSeptember 5th, 2003 Company Industry Jurisdiction
ANDRights Agreement • October 3rd, 2001 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
Contract Type FiledOctober 3rd, 2001 Company Industry Jurisdiction
THIRD AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 4th, 2003 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
Contract Type FiledSeptember 4th, 2003 Company Industry Jurisdiction
Exhibit 99.1 FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 13th, 2004 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
Contract Type FiledMay 13th, 2004 Company Industry Jurisdiction
AGREEMENT ---------Stockholder Agreement • September 5th, 2003 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
Contract Type FiledSeptember 5th, 2003 Company Industry Jurisdiction
RIGHTS AGREEMENTRights Agreement • September 4th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
Contract Type FiledSeptember 4th, 1998 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGER OF ROSS SYSTEMS, INC. A DELAWARE CORPORATION AND A CALIFORNIA CORPORATIONMerger Agreement • July 24th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software
Contract Type FiledJuly 24th, 1998 Company Industry
AMENDMENT TO RIGHTS AGREEMENT The amended Rights Agreement dated July 6, 2001 between Ross Systems, Inc. and Bank Boston, NA is hereby further amended as follows: 1. Registrar and Transfer Company, a New Jersey corporation ("R&T"), is hereby appointed...Rights Agreement • September 4th, 2003 • Ross Systems Inc/Ca • Services-prepackaged software
Contract Type FiledSeptember 4th, 2003 Company Industry
Exhibit 10.9 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT is dated as of the 29th day of June, 2001 by and between Ross Systems, Inc., a Delaware corporation ("Company"), and Benjamin W. Griffith,...Convertible Preferred Stock Purchase Agreement • September 27th, 2001 • Ross Systems Inc/Ca • Services-prepackaged software • Georgia
Contract Type FiledSeptember 27th, 2001 Company Industry Jurisdiction
Exhibit 10.6 EXECUTIVE COMPENSATION AGREEMENT THIS EXECUTIVE COMPENSATION AGREEMENT is entered into as of September 13, 1999, and renewed as modified on March 24, 2003 by and between ROBERT B. WEBSTER (the "Employee") and ROSS SYSTEMS, INC., a...Executive Compensation Agreement • May 14th, 2003 • Ross Systems Inc/Ca • Services-prepackaged software • Georgia
Contract Type FiledMay 14th, 2003 Company Industry Jurisdiction
CONVERTIBLE SECURITIES SUBSCRIPTION AGREEMENTConvertible Securities Subscription Agreement • February 12th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software • New York
Contract Type FiledFebruary 12th, 1998 Company Industry Jurisdiction
EXHIBIT 10.5(c) FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This first amendment ("First Amendment") to the Loan and Security Agreement dated October 11, 1994 is entered into between CoastFed Business Credit Corporation ("Coast") and Ross Systems,...Loan and Security Agreement • April 30th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software
Contract Type FiledApril 30th, 1998 Company Industry
AMENDMENT NUMBER 1 TO ROSS SYSTEMS, INC. CONVERTIBLE SUBORDINATED DEBENTUREConvertible Subordinated Debenture • April 6th, 1999 • Ross Systems Inc/Ca • Services-prepackaged software
Contract Type FiledApril 6th, 1999 Company Industry
10.1 CONFORMED COPY SUBSCRIPTION AGREEMENT This Subscription Agreement (the "Subscription Agreement"), dated June 28, 1996, is entered into by and between Ross Systems, Inc., a California corporation ("Ross"), and Fletcher International Limited, a...Subscription Agreement • November 8th, 1996 • Ross Systems Inc/Ca • Services-prepackaged software • New York
Contract Type FiledNovember 8th, 1996 Company Industry Jurisdiction
LEASE AGREEMENT CONCOURSELease Agreement • May 15th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software • Georgia
Contract Type FiledMay 15th, 1998 Company Industry Jurisdiction
EXHIBIT 4.4 PURSUANT TO A DEBT SUBORDINATION AGREEMENT DATED FEBRUARY 6, 1998, IN FAVOR OF COAST BUSINESS CREDIT, THIS DEBENTURE IS SUBORDINATED TO THE COAST DEBT (AS DEFINED IN THE DEBT SUBORDINATION AGREEMENT). THESE SECURITIES HAVE NOT BEEN...Convertible Subordinated Debenture • April 6th, 1999 • Ross Systems Inc/Ca • Services-prepackaged software • New York
Contract Type FiledApril 6th, 1999 Company Industry Jurisdiction
EXHIBIT 10.5(b) COAST EXTENSION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS BORROWER: ROSS SYSTEMS, INC. ADDRESS: 555 TWIN DOLPHIN DR. REDWOOD CITY, CALIFORNIA DATE: AUGUST 18, 1995 THIS EXTENSION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS is entered...Extension Agreement and Amendment to Loan Documents • April 30th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software
Contract Type FiledApril 30th, 1998 Company Industry
AMENDMENT NO. 1 TO DECEMBER 29, 1995 SUBSCRIPTION AGREEMENT AND JUNE 28, 1996 SUBSCRIPTION AGREEMENTSubscription Agreement • November 8th, 1996 • Ross Systems Inc/Ca • Services-prepackaged software • New York
Contract Type FiledNovember 8th, 1996 Company Industry Jurisdiction
PURSUANT TO A DEBT SUBORDINATION AGREEMENT DATED FEBRUARY 6, 1998, IN FAVOR OF COAST BUSINESS CREDIT, THIS DEBENTURE IS SUBORDINATED TO THE COAST DEBT (AS DEFINED IN THE DEBT SUBORDINATION AGREEMENT). THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER...Convertible Subordinated Debenture • February 12th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software • New York
Contract Type FiledFebruary 12th, 1998 Company Industry Jurisdiction
Exhibit 10.4 EXECUTIVE COMPENSATION AGREEMENT THIS EXECUTIVE COMPENSATION AGREEMENT is entered into as of January 7, 1999, by and between DENNIS V. VOHS (the "Employee") and ROSS SYSTEMS, INC., a Delaware corporation (the "Company"). 1. TERM OF...Executive Compensation Agreement • May 17th, 1999 • Ross Systems Inc/Ca • Services-prepackaged software • Georgia
Contract Type FiledMay 17th, 1999 Company Industry Jurisdiction
AGREEMENT ---------Preferred Stockholder Agreement • September 5th, 2003 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
Contract Type FiledSeptember 5th, 2003 Company Industry Jurisdiction
EXHIBIT 10.5(d) COAST LOAN AND SECURITY AGREEMENT BORROWER: ROSS SYSTEMS, INC. ADDRESS: 555 TWIN DOLPHIN DR. REDWOOD CITY, CALIFORNIA DATE: OCTOBER 11, 1994 THIS LOAN AND SECURITY AGREEMENT ("Loan Agreement"), dated the above date, is entered into at...Loan and Security Agreement • April 30th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software • California
Contract Type FiledApril 30th, 1998 Company Industry Jurisdiction
Exhibit 10.3 EXECUTIVE COMPENSATION AGREEMENT THIS EXECUTIVE COMPENSATION AGREEMENT is entered into as of January 7, 1999, by and between J. PATRICK TINLEY (the "Employee") and ROSS SYSTEMS, INC., a Delaware corporation (the "Company"). 1. TERM OF...Executive Compensation Agreement • May 17th, 1999 • Ross Systems Inc/Ca • Services-prepackaged software • Georgia
Contract Type FiledMay 17th, 1999 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Registration Rights Agreement"), entered into as of February 6, 1998, between the Subscribers named in that Convertible Securities Subscription Agreement of even date herewith...Registration Rights Agreement • February 12th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software • New York
Contract Type FiledFebruary 12th, 1998 Company Industry Jurisdiction