Timeline Inc Sample Contracts

RECITALS
Lease • June 13th, 2000 • Timeline Inc • Services-prepackaged software
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OFFICE LEASE
Office Lease • June 17th, 1997 • Timeline Inc • Services-prepackaged software
ARTICLE 1
Patent License Agreement • August 7th, 2001 • Timeline Inc • Services-prepackaged software
RECITALS
Stock Purchase Agreement • December 18th, 2000 • Timeline Inc • Services-prepackaged software • Washington
UNCONDITIONAL GUARANTY
Unconditional Guaranty • September 29th, 2004 • Timeline Inc • Services-prepackaged software

In consideration of Silicon Valley Bank’s (“Bank”) loan to Timeline, Inc. (“Borrower”), under the Loan and Security Agreement dated the Effective Date (as defined therein) (the “Agreement”), Analyst Financials, Ltd (UK) (“Guarantor”) unconditionally and irrevocably guarantees payment of all amounts Borrower owes Bank and Borrower’s performance of the Agreement and any other agreements between Borrower and Bank, as amended from time to time (collectively the “Agreements”), according to their terms.

SECURITY AGREEMENT
Security Agreement • June 7th, 2005 • Timeline Inc • Services-prepackaged software • North Carolina

THIS SECURITY AGREEMENT (this “Agreement”) is entered into to be effective by June 1, 2005, by and among Global Software Inc., a North Carolina corporation (“Buyer”), and Timeline, Inc., a Washington corporation (“Seller”).

G l o b a l S o f t w a r e , I n c .
Timeline Inc • June 7th, 2005 • Services-prepackaged software

This letter sets forth the terms and conditions upon which: (i) Global Software, Inc., through a subsidiary or subsidiaries (the “Buyer”), is prepared to acquire certain assets of Timeline, Inc. and subsidiaries (the “Seller”) in an asset purchase and license transaction (the “Acquisition”) and (ii) the Buyer is willing to provide a loan of up to $250,000 to cover operating expenses of the Seller while the parties negotiate and close the Acquisition (the “Bridge Loan”).

ASSET PURCHASE AGREEMENT among GLOBAL SOFTWARE, INC., TIMELINE ACQUISITION LLC, TIMELINE, INC. and WORKWISE SOFTWARE, INC. effective as of July 20, 2005 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 25th, 2005 • Timeline Inc • Services-prepackaged software • North Carolina

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of July 20, 2005 by and among Global Software, Inc., a North Carolina corporation (“Global”), Timeline Acquisition LLC, a North Carolina limited liability company and wholly-owned subsidiary of Global (the “Buyer”), Timeline, Inc., a Washington corporation (“Timeline”) and WorkWise Software, Inc., a Delaware corporation (“WorkWise”). Global, the Buyer, Timeline and WorkWise are sometimes referred to collectively herein as the “Parties” and each individually as a “Party.”

RECITALS
Share Purchase Agreement • August 2nd, 2000 • Timeline Inc • Services-prepackaged software
PATENT LICENSE AGREEMENT
Patent License Agreement • September 2nd, 2005 • Timeline Inc • Services-prepackaged software • Washington

This Patent License Agreement (the “Agreement”) is entered into as of August 31, 2005 (the “Effective Date”) by and between Timeline, Inc., a Washington corporation (“Timeline”), WorkWise Software, Inc, a Washington corporation (“WorkWise”) (Timeline and WorkWise together “Licensor”), and Global Software, Inc, a North Carolina corporation (“Licensee”).

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • September 29th, 2004 • Timeline Inc • Services-prepackaged software • California

This Intellectual Property Security Agreement (this “IP Agreement”) is made as of the Effective Date by and between Timeline, Inc. (“Grantor”), and Silicon Valley Bank, a California banking corporation (“Bank”).

SILICON VALLEY BANK SPECIALTY FINANCE DIVISION ACCOUNTS RECEIVABLE FINANCING AGREEMENT
Accounts Receivable Financing Agreement • September 29th, 2004 • Timeline Inc • Services-prepackaged software

This ACCOUNTS RECEIVABLE FINANCING AGREEMENT (the “Agreement”), dated as of the Effective Date is between Silicon Valley Bank, Specialty Finance Division of (“Bank”), and Timeline, Inc. a Washington corporation (“Borrower”), whose address is 3055 112th Avenue NE, Suite 106, Seattle, WA 98004 and with a FAX number of 425-822-1120.

RECITALS
Calahan Agreement • June 17th, 1998 • Timeline Inc • Services-prepackaged software • Washington
SVB Securities Securities Account Control Agreement
Securities Account Control Agreement • September 29th, 2004 • Timeline Inc • Services-prepackaged software • California

This Securities Account Control Agreement entered into as of the above date (this “Agreement”) is among SVB Securities, (“SVBS”), Bane of America BrokerDealer Services, a division of Banc of America Securities LLC (“BA-BDS” or “Clearing Broker”), the Customer identifed above (“Customer”), and the Creditor identified above (“Creditor”).

RECITALS
Accounts Receivable Purchase Agreement • June 18th, 1999 • Timeline Inc • Services-prepackaged software • California
Security Agreement
Security Agreement • August 21st, 2006 • Timeline Inc • Patent owners & lessors

This Security Agreement is made this August 15, 2006, by and between Timeline, Inc., a Washington corporation, having its principal office at 1700 7th Avenue, Suite 2100, Seattle, Washington 98101 (“Grantor”), and Rohde & Van Kampen PLLC (“RV”), a Washington professional limited liability company, having its principal office at 1001 4th Avenue, Suite 4050, Seattle, Washington 98154 and Susman Godfrey L.L.P. (“SG”)1, a limited liability partnership registered in Washington, having its principal office at 1000 Louisiana, Suite 5100, Houston, Texas 77002 ( RV and SG are collectively “Grantees”).

SOURCE CODE LICENSE AGREEMENT
Source Code License Agreement • July 25th, 2005 • Timeline Inc • Services-prepackaged software • Washington

This Source Code License Agreement (“Agreement”) is made and entered into this 20th day of July, 2005 (“Effective Date”), by and between Timeline, Inc., a Washington corporation (“Licensor”), and Global Software, Inc., a North Carolina corporation (“Licensee”).

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Contract
Antidilution Agreement • September 29th, 2004 • Timeline Inc • Services-prepackaged software • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

AMENDMENT
Timeline Inc • June 5th, 2008 • Patent owners & lessors

This Amendment (the “Amendment”) to the Agreement dated April 7, 2008 (the “Agreement”) by and between Timeline, Inc. (“Assignor”) and Acacia Patent Acquisition LLC (“APAC”) (collectively referred to herein as the “Parties”) is effective as of the date on which the last Party executes this Amendment below (the “Amendment Date”). Capitalized terms used herein shall have the same meaning as those terms defined in the Agreement.

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