EXHIBIT 10.21 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BY AND AMONG SILICON VALLEY BANK, COMERICA BANK-TEXASLoan and Security Agreement • November 5th, 1999 • Vtel Corp • Radio & tv broadcasting & communications equipment
EXHIBIT 99.2Stock Option Agreement • January 15th, 1997 • Vtel Corp • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG VTEL CORPORATION, VTEL-SUB, INC.Agreement and Plan of Merger • January 15th, 1997 • Vtel Corp • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 4.8Vtel Corp • January 20th, 1998 • Radio & tv broadcasting & communications equipment
RECITALSAsset Purchase Agreement • November 30th, 2004 • Forgent Networks Inc • Services-computer integrated systems design • Delaware
LEASE AGREEMENT by and between 2800 INDUSTRIAL, INC., a Texas corporation as LandlordLease Agreement • June 15th, 1998 • Vtel Corp • Radio & tv broadcasting & communications equipment • Texas
RIGHTS AGREEMENT Between FORGENT NETWORKS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Agent December 19, 2005Rights Agreement • December 19th, 2005 • Forgent Networks Inc • Services-computer integrated systems design • Delaware
RIGHTS AGREEMENT, dated as of December 19, 2005 (the "Agreement"), between Forgent Networks, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York corporation (the "Rights Agent").
2,500,000 Shares ASURE SOFTWARE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2018 • Asure Software Inc • Services-computer integrated systems design • New York
RecitalsLease Agreement • June 15th, 1998 • Vtel Corp • Radio & tv broadcasting & communications equipment
THIRD AMENDED AND RESTATED CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and ASURE SOFTWARE, INC. as Borrower Dated as of December 31, 2019Credit Agreement • January 3rd, 2020 • Asure Software Inc • Services-computer integrated systems design • California
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), is entered into as of December 31, 2019, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), and ASURE SOFTWARE, INC., a Delaware corporation ("Borrower").
EXHIBIT 4.2 CORPDAL:52067.3 22768-00001 VTEL CORPORATION INCENTIVE STOCK OPTION AGREEMENT VTEL CORPORATION, a Delaware corporation (the "Company"), hereby grants to Optionee this Incentive Stock Option to acquire ( ) Shares pursuant to the Plan, WHICH...Incentive Stock Option Agreement • June 4th, 1997 • Vtel Corp • Radio & tv broadcasting & communications equipment
2,600,000 Shares ASURE SOFTWARE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 18th, 2020 • Asure Software Inc • Services-computer integrated systems design • New York
The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules”) adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (No. 333-224068), which became effective as of April 16, 2018, including a base prospectus (the “Base Prospectus”) relating to debt securities, preferred stock, common stock, debt warrants, equity warrants, rights and units of the Company that may be sold from time to time by the Company in accordance with Rule 415 of the Securities Act, and such amendments thereof as may have been required to the date of this Agreement. (such registration statement, including all exhibits and all documents and information deemed to be part of the registration statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in th
FORGENT NETWORKS, INC. AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of October 28, 2009Rights Agreement • October 28th, 2009 • Forgent Networks Inc • Services-computer integrated systems design • Delaware
This AMENDED AND RESTATED RIGHTS AGREEMENT (the “AGREEMENT”) is dated as of October 28, 2009, by and between FORGENT NETWORKS, INC., a Delaware corporation (the “COMPANY”), and AMERICAN STOCK TRANSFER & TRUST COMPANY LLC (the “RIGHTS AGENT”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and ASURE SOFTWARE, INC.Credit Agreement • April 2nd, 2018 • Asure Software Inc • Services-computer integrated systems design • California
GUARANTY AND SECURITY AGREEMENTPatent Security Agreement • March 25th, 2014 • Asure Software Inc • Services-computer integrated systems design • California
This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of March 20, 2014, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 21st, 2017 • Asure Software Inc • Services-computer integrated systems design • Delaware
This Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between Asure Software, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
LEASEAsure Software Inc • March 14th, 2022 • Services-computer integrated systems design • Texas
(n)“Permittable” means that the applicable plan meets the requirements necessary to obtain a building permit from the city or county (as applicable) in which the Building is located.
ContractAsure Software Inc • November 14th, 2011 • Services-computer integrated systems design
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
ASSET PURCHASE AGREEMENT AMONG EVOLUTION PAYROLL PROCESSING LLC, USA PROCESSING, INC. MARY VANWYK-FIANNACA AND FRANK FIANNACA DATED EFFECTIVE AS OF SEPTEMBER 30, 2021Asset Purchase Agreement • October 6th, 2021 • Asure Software Inc • Services-computer integrated systems design • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated effective as of September 30, 2021 (the “Closing Date”), is entered into among EVOLUTION PAYROLL PROCESSING LLC, a Delaware limited liability company (“Buyer”), USA PROCESSING, INC., a New Jersey corporation doing business as USA Payroll (“Seller”), MARY VANWYK-FIANNACA, a New Jersey resident (“M. Fiannaca”) and FRANK FIANNACA, a New Jersey resident (“F. Fiannaca” and together with M. Fiannaca, the “Benefited Parties” and each a “Benefited Party”). Seller and the Benefited Parties are each a “Seller Party” and collectively the “Seller Parties.”
ASSET PURCHASE AGREEMENT by and between ASURE SOFTWARE, INC.Asset Purchase Agreement • January 5th, 2017 • Asure Software Inc • Services-computer integrated systems design • Texas
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made as of the 1st day of January, 2017, by and between Asure Software, Inc., a Delaware corporation (“Purchaser”), Corporate Payroll, Inc., an Ohio Corporation (“Seller”), CPI-HR Holdings, Inc., an Ohio corporation (“Seller Parent”), and James D. Hopkins, individually (“Seller Principal”).
LOAN AGREEMENT by and among ASURE SOFTWARE, INC. as the Company ADI SOFTWARE, LLC ASURE LEGIANT, LLC MEETING MAKER – UNITED STATES, INC. AND THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO DEERPATH FUNDING, LP as Agent and THE LENDERS FROM TIME TO...Loan Agreement • July 6th, 2012 • Asure Software Inc • Services-computer integrated systems design
THIS LOAN AGREEMENT (this “Agreement”) is dated effective as of July 1, 2012 (the “Closing Date”), by and among Asure Software, Inc., a Delaware corporation (the “Company”), ADI Software, LLC, a Delaware limited liability company (“ADI”), Asure Legiant, LLC, a Delaware limited liability company (“Legiant”), from and after the consummation of the PeopleCube Acquisition, Meeting Maker – United States, Inc., a Delaware corporation doing business as PeopleCube (“PeopleCube”), and the other borrowers from time to time party to this Agreement (together with the Company, ADI, Legiant and PeopleCube, each, a “Borrower” and collectively, “Borrowers”); Deerpath Funding, LP, a Delaware limited partnership (“Deerpath Funding”), and the other lenders from time to time party to this Agreement (together with Deerpath, each a “Lender”, and collectively, the “Lenders”); and Deerpath Funding, as administrative agent and collateral agent for itself and the other Lenders (in such capacity, “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2007 • Forgent Networks Inc • Services-computer integrated systems design • Texas
This Employment Agreement (the “Agreement”) is between Forgent Networks, Inc. d/b/a Asure Software (“Employer” or the “Company”) and Snehal Shah (“Executive”). Employer and Executive are collectively referred to herein as the “Parties.” The Effective Date of this Agreement is October 5, 2007.
PATENT LICENSE AND SETTLEMENT AGREEMENTPatent License and Settlement Agreement • October 30th, 2006 • Forgent Networks Inc • Services-computer integrated systems design
LEGAL SERVICES FEE AGREEMENTLegal Services Fee Agreement • October 31st, 2005 • Forgent Networks Inc • Services-computer integrated systems design • Texas
This Legal Services Fee Agreement (this “Agreement”) is made and entered into effective as of the 26th day of October, 2005, by and among Forgent Networks, Inc. and its wholly owned subsidiary Compression Labs, Inc. (collectively, the “Client”), and Susman Godfrey, LLP (the “Law Firm”). The Law Firm and the Client are sometimes collectively hereinafter referred to as the “Parties.” Any one of the Parties may be sometimes hereinafter referred to as a “Party.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2012 • Asure Software Inc • Services-computer integrated systems design • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 10, 2012, by and among Asure Software, Inc., a Delaware corporation (the "Company") and the undersigned buyers (each, a "Holder").
RESOLUTION AGREEMENT PartiesResolution Agreement • March 15th, 2005 • Forgent Networks Inc • Services-computer integrated systems design • Texas
The parties to this agreement (the “Agreement”), dated this 21st day of December, 2004, are Jenkens & Gilchrist, a Professional Corporation, a Texas professional corporation (“Jenkens”), Forgent Networks, Inc. (“Forgent”), a Delaware corporation, and Compression Labs, Inc. (“CLI”), a Delaware corporation, who are, hereinafter, collectively called the “Parties” or, individually, a “Party” as the context requires.
SEPARATION AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMSSeparation Agreement And • May 31st, 2005 • Forgent Networks Inc • Services-computer integrated systems design • Texas
This Separation Agreement and Full and Final Release of Claims (“Agreement”) is by and between KEN KALINOSKI (“Employee” or “you”), and FORGENT NETWORKS, INC., a Delaware corporation (“Forgent” or “Company”) (collectively referred to herein as the “Parties). This Agreement shall be effective as of seven (7) days following its execution by Employee (the “Effective Date”) unless Employee exercises his right of revocation pursuant to Paragraph 14 of this Agreement.
CONSENT AND AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 7th, 2019 • Asure Software Inc • Services-computer integrated systems design • California
THIS CONSENT AND AMENDMENT No. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated January 2, 2019 (effective as of January 1, 2019), is made and entered into by and among ASURE SOFTWARE, INC., a Delaware corporation ("Borrower"), the Guarantors party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent") and the Lenders party hereto.
ASSET PURCHASE AGREEMENT by and between ASURE SOFTWARE, INC. and ROOMTAG, LLC Dated as of August 8, 2014Asset Purchase Agreement • August 11th, 2014 • Asure Software Inc • Services-computer integrated systems design • Delaware
TABLE OF CONTENTS Page SECTION 1. SALE AND PURCHASE OF ASSETS AND CLOSING 1 1.1. Sale and Purchase. 1 1.2. Excluded Assets. 3 1.3. Purchase Price. 3 1.4. Allocation of Purchase Price. 3 1.5. Purchase Price Adjustment. 4 1.6. Assumption of Seller Liabilities. 4 1.7. Excluded Liabilities. 4 1.8. Closing. 5 SECTION 2. REPRESENTATIONS AND WARRANTIES OF SELLER 6 2.1. Organization and Qualification. 6 2.2. Authority. 6 2.3. No Conflicts; Consents. 6 2.4. Financial Statements. 7 2.5. Undisclosed Liabilities. 7 2.6. Customer Accounts and Billings. 7 2.7. Title to Purchased Assets. 7 2.8. Material Contracts. 7 2.9. Intellectual Property. 8 2.10. Employees. 10 2.11. Service Warranties. 11 2.12. Litigation. 11 2.13. Customers and Suppliers. 12 2.14. Taxes. 12 2.15. Absence of Certain Changes. 13 2.16. Compliance with Laws. 14 2.17. Employee Benefit Plans. 14 2.18. Insurance. 14 2.19. Finders’ Fees. 14 2.20. Data Privacy. 14 2.21. Completeness. 14 SECTION 3. REPRESENTATIONS AND WARRANTIES OF PURCH
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • May 25th, 2005 • Forgent Networks Inc • Services-computer integrated systems design • Texas
This Amended and Restated Agreement (this “Agreement”) is made and entered into effective as of the 1st day of May, 2005, by and among Forgent Networks, Inc. and its wholly owned subsidiary Compression Labs, Inc. (collectively, the “Client”), and Godwin Gruber, LLP (the “Law Firm”). The Law Firm and the Client are sometimes collectively hereinafter referred to as the “Parties.” Any one of the Parties may be sometimes hereinafter referred to as a “Party.”
SETTLEMENT AND PATENT LICENSE AGREEMENTSettlement and Release • June 14th, 2007 • Forgent Networks Inc • Services-computer integrated systems design • Texas
This Settlement and Patent License Agreement (“Agreement”) is entered into as of April 25, 2007 (“the Effective Date”), by and between Forgent Networks, Inc. (hereinafter referred to as “Forgent” and more fully defined below), Motorola, Inc., a Delaware corporation (hereinafter referred to as “Motorola” and more fully defined below), and Digeo, Inc., a Delaware corporation (hereinafter referred to as “Digeo” and more fully defined below) by and through their duly authorized representatives. This Agreement is intended to finally and completely dispose of the lawsuit and all related claims as to these parties as more fully described herein.
EQUITY PURCHASE AGREEMENT AMONG ASURE SOFTWARE, INC., ISYSTEMS HOLDINGS, LLC, AND ISYSTEMS INTERMEDIATE HOLDCO, INC., DATED AS OF May 25, 2017Equity Purchase Agreement • May 26th, 2017 • Asure Software Inc • Services-computer integrated systems design • Delaware
This Equity Purchase Agreement (this “Agreement”), dated as of May 25, 2017, is entered into among ASURE SOFTWARE, INC., a Delaware corporation (“Buyer”), iSYSTEMS HOLDINGS, LLC, a Delaware limited liability company (the “Seller”), and iSYSTEMS INTERMEDIATE HOLDCO, INC., a Delaware corporation (the “Company”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 16th, 2021 • Asure Software Inc • Services-computer integrated systems design
This Loan and Security Agreement (this “Agreement”) is entered into as of September 10, 2021 (the “Closing Date”), by and among Structural Capital Investments III, LP, a Delaware limited partnership (“SCI”, and together with any other lenders now or hereafter a party hereto, collectively, “Lenders” and each a “Lender”), Ocean II PLO LLC, a California limited liability company, as administrative and collateral agent for Lenders (“Agent”) and Asure Software, Inc., a Delaware corporation (“Borrower”).
EXECUTION COPY STOCK PURCHASE AGREEMENT between Meeting Maker Holding B.V. and PeopleCube Holding B.V. and Asure Software, Inc. dated as of July 1, 2012Stock Purchase Agreement • July 6th, 2012 • Asure Software Inc • Services-computer integrated systems design • Delaware
This Stock Purchase Agreement (this “Agreement”), dated as of July 1, 2012, is entered into between Meeting Maker Holding B.V., a besloten vennootschap organized under the laws of the Netherlands (“Seller”), PeopleCube Holding B.V., a besloten vennootschap organized under the laws of the Netherlands (“Parent”), and Asure Software, Inc., a Delaware corporation (“Buyer”).
3,333,333 Shares ASURE SOFTWARE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 2023 • Asure Software Inc • Services-computer integrated systems design • New York
Asure Software, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,333,333 shares (the “Firm Shares”) of the common stock, $0.01 par value per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 500,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
