2- 3 2. Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the "PROXY"), which shall be irrevocable, with respect to the Shares.Voting Agreement • November 19th, 1998 • Platinum Software Corp • Services-prepackaged software • Delaware
EXHIBIT 10.26 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement") is entered into by and between Platinum Software Corporation (the "Parent"), a Delaware corporation, and Stuart W. Clifton ("Executive"), effective as...Executive Employment Agreement • November 19th, 1998 • Platinum Software Corp • Services-prepackaged software • California
1 EXHIBIT 10.72 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2000 • Epicor Software Corp • Services-prepackaged software • California
May 21, 2001Loan and Security Agreement • August 14th, 2001 • Epicor Software Corp • Services-prepackaged software
EAGLE PARENT, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 8 5/8% Senior Notes due 2019 INDENTURE Dated as of May 16, 2011Indenture • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
INDENTURE dated as of May 16, 2011, among EAGLE PARENT, INC., a Delaware corporation (the “Issuer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
RECITALSNoncompetition Agreement • November 19th, 1998 • Platinum Software Corp • Services-prepackaged software • California
BACKGROUNDTrademark License Agreement • May 17th, 1999 • Epicor Software Corp • Services-prepackaged software • Illinois
REGISTRATION RIGHTS AGREEMENT by and among EAGLE PARENT, INC. and Merrill Lynch, Pierce, Fenner & Smith Incorporated RBC Capital Markets, LLC Dated as of May 16, 2011Registration Rights Agreement • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 16, 2011, by and among Eagle Parent, Inc., a Delaware corporation (the “Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, as representatives for the several Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), all of whom have agreed to purchase the Company’s 8 5/8% Senior Notes due 2019 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).
R E C I T A L SConsulting Agreement • September 29th, 1997 • Platinum Software Corp • Services-prepackaged software • California
Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 7 SECTION 103. Form of Documents Delivered to Trustee 8 SECTION 104. Acts of Holders; Record Dates...Indenture • May 1st, 2007 • Epicor Software Corp • Services-prepackaged software • New York
INDENTURE, dated as of , 20 , between Epicor Software Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal executive office at 18200 Von Karman Avenue, Suite 1000, Irvine, California 92612, and U.S. Bank National Association, as Trustee (herein called the “Trustee”).
RECITALSOption Agreement • February 17th, 1998 • Platinum Software Corp • Services-prepackaged software • Kentucky
1 EXHIBIT 1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 23rd, 1998 • Platinum Software Corp • Services-prepackaged software • Delaware
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER DATED AS OF JUNE 27, 1997Agreement and Plan of Reorganization and Merger • July 11th, 1997 • Platinum Software Corp • Services-prepackaged software • California
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • November 26th, 1997 • Platinum Software Corp • Services-prepackaged software • California
ANDPreferred Stock Rights Agreement • November 21st, 2001 • Epicor Software Corp • Services-prepackaged software • Delaware
LEASE OF COMMERCIAL PREMISES AT BLOCK C THE ARENA DOWNSHIRE WAY, BRACKNELL CONTENTSLease Agreement • August 16th, 1999 • Epicor Software Corp • Services-prepackaged software
EPICOR SOFTWARE CORPORATION and MELLON INVESTOR SERVICES LLC as Rights Agent AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT Dated as of October 27, 2004Preferred Stock Rights Agreement • November 1st, 2004 • Epicor Software Corp • Services-prepackaged software • Delaware
This Amended and Restated Preferred Stock Rights Agreement (this “Agreement”), is dated as of October 27, 2004, between Epicor Software Corporation (the “Company”), a Delaware corporation, and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).
CREDIT AGREEMENT Dated as of December 16, 2007 among EPICOR SOFTWARE CORPORATION, as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, THE LENDERS PARTY HERETO, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and...Credit Agreement • March 11th, 2008 • Epicor Software Corp • Services-prepackaged software • New York
This CREDIT AGREEMENT is entered into as of December 16, 2007 among EPICOR SOFTWARE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
RECITALSCompany Voting Agreement • November 19th, 1998 • Platinum Software Corp • Services-prepackaged software • Delaware
CREDIT AGREEMENT Dated as of May 16, 2011 among EAGLE PARENT, INC., as the Borrower, EGL HOLDCO, INC., as Holdings, ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO MERRILL LYNCH, PIERCE, FENNER &...Credit Agreement • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 16, 2011, among EAGLE PARENT, INC., a Delaware corporation (the “Borrower”), EGL HOLDCO, INC., a Delaware corporation (“Holdings”), ROYAL BANK OF CANADA (“RBC”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • March 11th, 2008 • Epicor Software Corp • Services-prepackaged software
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of December 16, 2007 among the parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (each individually an “Obligor” and collectively the “Obligors”), and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations (defined below).
EXHIBIT 10.76 AMENDMENT TO UNSECURED NOTEUnsecured Note • April 1st, 2002 • Epicor Software Corp • Services-prepackaged software
EXHIBIT 10.71 NONQUALIFIED OPTION AGREEMENT THIS NONQUALIFIED OPTION AGREEMENT (the "Agreement"), made as of November 16, 1999, between EPICOR SOFTWARE CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), and Richard L....Nonqualified Option Agreement • March 29th, 2000 • Epicor Software Corp • Services-prepackaged software
NON-TENDER AND SUPPORT AGREEMENTNon-Tender and Support Agreement • April 7th, 2011 • Epicor Software Corp • Services-prepackaged software • Delaware
THIS NON-TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated April 4, 2011, is by and among Eagle Parent, Inc., a Delaware Corporation (“Parent”), Element Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”) and the undersigned shareholders (each a “Shareholder”).
AGREEMENTManagement Retention Agreement • April 1st, 2002 • Epicor Software Corp • Services-prepackaged software • California
Epicor Software Corporation $200,000,000 Principal AmountUnderwriting Agreement • May 8th, 2007 • Epicor Software Corp • Services-prepackaged software • New York
The Notes are to be issued pursuant to an indenture (the “Indenture”) to be dated as of May 8, 2007, between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be convertible in accordance with their terms and the terms of the Indenture into cash and, if applicable, shares of the common stock (the “Common Stock”) of the Company, $0.001 par value per share (the “Shares”).
R E C I T A L SExecutive Employment Agreement • March 29th, 2000 • Epicor Software Corp • Services-prepackaged software
SECURITY AGREEMENT dated as of May 16, 2011 among EAGLE PARENT, INC., and EGL HOLDCO, INC., and CERTAIN SUBSIDIARIES IDENTIFIED HEREIN, collectively, the Initial Grantors, and ROYAL BANK OF CANADA, as Collateral AgentSecurity Agreement • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
SECURITY AGREEMENT dated as of May 16, 2011, among EAGLE PARENT, INC., a Delaware corporation, EGL HOLDCO, INC., a Delaware corporation, and the other Persons listed on the signature pages hereof (collectively, the “Initial Grantors”), certain subsidiaries of the Borrower from time to time party hereto and ROYAL BANK OF CANADA (“RBC”), as Collateral Agent for the Secured Parties.
1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION This AMENDMENT No. 1 TO AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of October 30, 1998, among Platinum Software Corporation, a Delaware corporation ("PARENT"), Zoo...Agreement and Plan of Reorganization • November 6th, 1998 • Platinum Software Corp • Services-prepackaged software
EPICOR SOFTWARE CORPORATION 2007 STOCK INCENTIVE PLAN2007 Stock Incentive Plan • June 10th, 2009 • Epicor Software Corp • Services-prepackaged software • California
SINGLE-TENANT LEASE (TRIPLE NET) LANDLORD:Single-Tenant Lease • March 30th, 1999 • Platinum Software Corp • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGER BY AND AMONG EAGLE PARENT, INC., SUN5 MERGER SUB, INC., ACTIVANT GROUP INC. and THE STOCKHOLDERS’ REPRESENTATIVE NAMED HEREIN Dated as of April 4, 2011Merger Agreement • April 6th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
This AGREEMENT AND PLAN OF MERGER, dated as of April 4, 2011 (this “Agreement”), by and among Eagle Parent, Inc., a Delaware corporation (“Parent”), Sun5 Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Activant Group Inc., a Delaware corporation (the “Company”) and Hellman & Friedman Capital Partners V, L.P., a Delaware limited partnership, solely in its capacity as agent and attorney-in-fact for the Company’s Stockholders and Common Optionholders (as defined herein) (the “Stockholders’ Representative”).
SECURITY AND PLEDGE AGREEMENT (Stock)Security and Pledge Agreement • April 4th, 2005 • Epicor Software Corp • Services-prepackaged software
THIS SECURITY AND PLEDGE AGREEMENT (Stock) (the “Pledge Agreement”), is made as of March 29, 2005, by and between EPICOR SOFTWARE CORPORATION, a Delaware corporation (“Debtor”), and KEYBANK NATIONAL ASSOCIATION as Administrative Agent (the “Agent”) for all the parties identified as “Lenders” (the “Lenders”) under that certain Credit Agreement of even date between Debtor, Agent and Lenders (the “Credit Agreement”).
BYLAWS OFBylaws • November 21st, 2001 • Epicor Software Corp • Services-prepackaged software
RECITALSSoftware Distribution License Agreement • November 12th, 1998 • Platinum Software Corp • Services-prepackaged software • Colorado
