EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • February 1st, 2002 • Ecometry Corp • Services-prepackaged software • Florida
RECITALSIncentive Stock Option Agreement • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software • Delaware
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • January 27th, 1999 • Smith Gardner & Associates Inc • Services-prepackaged software • Maryland
RECITALSAgreement and Plan of Merger • February 1st, 2002 • Ecometry Corp • Services-prepackaged software • Florida
1 EXHIBIT 10.13 REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is dated as of the 19th day of December, 1994, by and among Smith-Gardner & Associates, Inc., a Florida corporation (the "Company"), Wilburn Smith and Allan Gardner (each a "Founder" and...Registration Rights Agreement • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software • Massachusetts
BETWEENLease Agreement • January 11th, 1999 • Smith Gardner & Associates Inc • Services-prepackaged software
Exhibit D(7) SECURITY AGREEMENT 1. DEBTOR: Syngistix, Inc., a Delaware corporation 5340 South Quebec Street, Suite 300 Englewood, Colorado 80111 2. SECURED PARTIES: The persons listed on the attached SCHEDULE 1 c/o Roser Ventures Limited Liability...Security Agreement • April 22nd, 2002 • Ecometry Corp • Services-prepackaged software • Colorado
RECITALSNote Purchase Agreement • April 22nd, 2002 • Ecometry Corp • Services-prepackaged software • Colorado
1 EXHIBIT 10.10 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM SUCH REGISTRATION. CONVERTIBLE...Convertible Debenture • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software
ARTICLE I TERMINATION OF S CORPORATION STATUSTax Indemnification Agreement • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software • Florida
1 EXHIBIT 10.22 SECOND AMENDMENT TO LEASE AGREEMENT The parties to this Second Amendment to Lease Agreement (the "Amendment") are ARBORS ASSOCIATES, LTD., a Florida limited partnership (the "Landlord") and SMITH-GARDNER & ASSOCIATES, INC., a Florida...Lease Agreement • March 29th, 2000 • Smith Gardner & Associates Inc • Services-prepackaged software
R E C I T A L S:Distribution Agreement • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software
R E C I T A L SNon-Compete Agreement • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software • Florida
1 EXHIBIT 10.14 NON-COMPETITION AGREEMENT THIS AGREEMENT is dated as of December 19, 1994 between Smith-Gardner & Associates, Inc., a Florida corporation (together with any successor entity hereinafter referred to as the "Company") and Wilburn Smith...Non-Competition Agreement • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software • Florida
1 EXHIBIT 10.19 POWERHOUSE VALUE-ADDED RESELLER AGREEMENTPowerhouse Value-Added Reseller Agreement • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software • Massachusetts
1 Exhibit 10.6 SMITH-GARDNER & ASSOCIATES, INC. $12,000,000 CONVERTIBLE SUBORDINATED DEBENTURES DUE DECEMBER 1, 2000 DEBENTURE PURCHASE AGREEMENT AS OF DECEMBER 19, 1994 Smith-Gardner & Associates, Inc. Debenture Purchase Agreement As of December 19, 1994Debenture Purchase Agreement • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software • Massachusetts
AGREEMENT AND PLAN OF MERGER Among SG MERGER CORP. and ECOMETRY CORPORATION and with respect to Section 5.2(c) only, WILBURN W. SMITH and ALLAN J. GARDNER Dated as of October 25, 2001Merger Agreement • October 26th, 2001 • Ecometry Corp • Services-prepackaged software • Florida
AGREEMENT AND PLAN OF MERGER (this “Agreement”) made and entered into as of the 25th day of October, 2001, among SG MERGER CORP., a Florida corporation (“SG”), and ECOMETRY CORPORATION, a Florida corporation (the “Company”), and with respect to Section 5.2(c) only WILBURN W. SMITH and ALLAN J. GARDNER.
1 EXHIBIT 23.3 September 4, 1998 Smith-Gardner & Associates, Inc. 1615 S. Congress Avenue Delray Beach, Florida 33445 Gentlemen: I hereby agree to become a director of Smith-Gardner & Associates, Inc. (the "Company") upon the consummation of the...Director Agreement • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software
