SECURITY AGREEMENTSecurity Agreement • November 14th, 2003 • Catalyst International Inc • Services-prepackaged software • Delaware
THIS SECURITY AGREEMENT, is made as of September 30, 2003, by and among CATALYST INTERNATIONAL, INC., a Delaware corporation (the “Debtor”), each of the persons or entities who may purchase 12% Notes (as defined below) from the Debtor and who may execute a counterpart signature page hereto (individually, a “Secured Party” and collectively, the “Secured Parties”) and TERRENCE L. MEALY, for himself as one of the Secured Parties and as agent for each of the other Secured Parties (the “Agent”).
ContractWarrant Agreement • November 14th, 2003 • Catalyst International Inc • Services-prepackaged software • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK OF CATALYST INTERNATIONAL, INC. PURCHASABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE. THE HOLDER HEREOF, BY ACCEPTING THESE SECURITIES, AGREES FOR THE BENEFIT OF CATALYST INTERNATIONAL, INC. THAT THESE SECURITIES MAY BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED ONLY (I) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. CATALYST INTERNATIONAL, INC. MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT THAT ANY TRANSFER IS IN COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS AS A CONDITION TO ANY TRANSFER OF THESE SECURITIES.
