ESCROW AGREEMENT dated as of December 12, 1996 among SystemSoft Corporation, a Delaware corporation ("SystemSoft"), James E. Cowie (the ---------- "Stockholder Representative"), as representative of the Major Stockholders (as...Escrow Agreement • January 3rd, 1997 • Systemsoft Corp • Services-prepackaged software • Massachusetts
1 2 Loan Documents, (including fees and expenses of appeal or review, or those incurred in any Insolvency Proceeding) whether or not suit is brought.Loan and Security Agreement • May 1st, 1998 • Systemsoft Corp • Services-prepackaged software
EXHIBIT 2.3 PARTICIPATION AGREEMENTParticipation Agreement • January 3rd, 1997 • Systemsoft Corp • Services-prepackaged software • Delaware
AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • December 23rd, 1996 • Systemsoft Corp • Services-prepackaged software
STOCK PURCHASE AGREEMENT BETWEEN SYSTEMSOFT CORPORATION AND SYKES ENTERPRISES, INCORPORATEDStock Purchase Agreement • May 20th, 1997 • Systemsoft Corp • Services-prepackaged software • Delaware
1 LOAN AGREEMENT --------------Loan Agreement • September 15th, 1997 • Systemsoft Corp • Services-prepackaged software
LEASE BETWEENLease • May 1st, 1997 • Systemsoft Corp • Services-prepackaged software • Massachusetts
EXHIBIT 2.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 1997 • Systemsoft Corp • Services-prepackaged software • Delaware
1 EXHIBIT 10.32 SEVERANCE AND RELEASE AGREEMENT This SEVERANCE AND RELEASE AGREEMENT (the "Agreement") is entered into between SystemSoft Corporation, on its own behalf and on behalf of its officers, agents, directors, employees, subsidiaries,...Severance and Release Agreement • May 1st, 1998 • Systemsoft Corp • Services-prepackaged software • Massachusetts
3- 4 position such as independent contractor for, owner of, consultant to, or partner with or of another entity. Notwithstanding anything to the contrary in this Agreement, your failure to attempt to find other employment will not entitle the Company...Employment Agreement • May 1st, 1998 • Systemsoft Corp • Services-prepackaged software • Massachusetts
1 EXHIBIT 2.01 ASSET PURCHASE AND LICENSE AGREEMENT THIS ASSET PURCHASE AND LICENSE AGREEMENT (THE "AGREEMENT"), dated and made effective as of September 1, 1998, is by and among SYSTEMSOFT CORPORATION, a Delaware corporation with its principal place...Asset Purchase and License Agreement • November 9th, 1998 • Systemsoft Corp • Services-prepackaged software • Massachusetts
EXHIBIT 10.28 AGREEMENT28 Agreement • May 1st, 1998 • Systemsoft Corp • Services-prepackaged software • Delaware
WITNESSETH:Non-Qualified Stock Option Agreement • September 10th, 1998 • Systemsoft Corp • Services-prepackaged software • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan • January 3rd, 1997 • Systemsoft Corp • Services-prepackaged software • Delaware
EXHIBIT 99.01 REPRESENTATIVE AGREEMENT AND LICENSE THIS REPRESENTATIVE AGREEMENT AND LICENSE (the "Agreement") is entered into and made effective as of September 1, 1998, (the "Effective Date") between SystemSoft Corporation, a Delaware corporation...Representative Agreement and License • November 9th, 1998 • Systemsoft Corp • Services-prepackaged software • Massachusetts
EXHIBIT 4.5 AMENDMENT TO AMENDED AND RESTATEDNon-Qualified Stock Option Agreement • December 23rd, 1996 • Systemsoft Corp • Services-prepackaged software
Agreement ---------Agreement • May 1st, 1997 • Systemsoft Corp • Services-prepackaged software • Massachusetts
1 EXHIBIT 10.34 [LOGO] February 26, 1998 Mr. William J. O'Connell 18 Cole Drive Medfield, MA 02052 Dear Bill: We have reached the following agreement as an amendment to the terms of your status with SystemSoft Corporation. - Your permanent employment...Systemsoft Corp • May 1st, 1998 • Services-prepackaged software
1 EXHIBIT 10.20 EMPLOYMENT AGREEMENT This Agreement, dated as of the 8th day of January, 1998, is between SystemSoft Corporation, a Delaware Corporation having its principal place of business at One Innovation Drive, Natick, Massachusetts 01760 (the...Employment Agreement • May 1st, 1998 • Systemsoft Corp • Services-prepackaged software • Massachusetts
1 EXHIBIT 10.35 EMPLOYMENT AGREEMENT This Agreement, dated as of the 8th day of January, 1998, is between SystemSoft Corporation, a Delaware Corporation having its principal place of business at One Innovation Drive, Natick, Massachusetts 01760 (the...Employment Agreement • May 1st, 1998 • Systemsoft Corp • Services-prepackaged software • Massachusetts
