ASSET PURCHASE AGREEMENT Dated as of October 17, 2002 By and Between EPICOR SOFTWARE CORPORATION AND CLARUS CORPORATIONAsset Purchase Agreement • October 18th, 2002 • Clarus Corp • Services-prepackaged software • Georgia
EXHIBIT H ESCROW AGREEMENTEscrow Agreement • October 18th, 2002 • Clarus Corp • Services-prepackaged software • Georgia
THIS ESCROW AGREEMENT (this “Escrow Agreement) is made and entered into as of , 2002, by and between Epicor Software Corporation, a Delaware corporation (“Buyer”), Clarus Corporation, a Delaware corporation (“Seller”), and Branch Bank & Trust Company, Inc. (the “Escrow Agent”), with reference to the following facts:
EXHIBIT D NONCOMPETITION AGREEMENTNoncompetition Agreement • October 18th, 2002 • Clarus Corp • Services-prepackaged software
THIS NONCOMPETITION AGREEMENT (this “Agreement”) is made and entered into as of , 2002, by and among EPICOR SOFTWARE CORPORATION, a Delaware corporation (“Company”) and CLARUS CORPORATION, a Delaware corporation (“Covenantor”). Capitalized terms used in this Agreement are used as defined in the Purchase Agreement described below unless specifically defined otherwise herein.
EXHIBIT B TRADEMARK ASSIGNMENTTrademark Assignment • October 18th, 2002 • Clarus Corp • Services-prepackaged software
This Trademark Assignment (the “Assignment”) is made as of October ___, 2002, by Clarus Corporation, a Delaware corporation (Assignor”), in favor of Epicor Software Corporation, a Delaware corporation (“Assignee”).
EXHIBIT F TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 18th, 2002 • Clarus Corp • Services-prepackaged software • Georgia
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of , 2002 (the “Effective Date”), by and between Epicor Software Corporation, a Delaware corporation (“Buyer), and Clarus Corporation, a Delaware corporation (“Seller”).
EXHIBIT A BILL OF SALE AND ASSUMPTION AGREEMENTBill of Sale and Assumption Agreement • October 18th, 2002 • Clarus Corp • Services-prepackaged software
This Bill of Sale and Assumption Agreement (this “Bill of Sale”) is entered into as of October , 2002 by and between Epicor Software Corporation, a Delaware corporation (“Purchaser”), and Clarus Corporation, a Delaware corporation (“Seller”). [ADD SUBSIDIARIES]
Exhibit E Form of Opinion Letter [WCSR LETTERHEAD]Asset Purchase Agreement • October 18th, 2002 • Clarus Corp • Services-prepackaged software
EXHIBIT G SOURCE CODE SUBLICENSE AGREEMENTSource Code Sublicense Agreement • October 18th, 2002 • Clarus Corp • Services-prepackaged software • Georgia
This Source Code Sublicense Agreement (this “Agreement”) is entered into as of the ____ day of ______________, 2002, by and between ___________, a _____________ corporation with principal offices at ________ (“Sublicensee”) and Clarus Corporation, a Delaware corporation with principal offices at 3970 Johns Creek Court, Suwanee, GA 30024 (“Clarus”). For and in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
