0000950109-97-006356 Sample Contracts

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WITNESSETH:
Shareholders Agreement • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software • Virginia
ARTICLE 1. PURCHASE AND SALE OF THE SHARES
Subscription Agreement • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software • Virginia
ARTICLE 1. DEFINITIONS
Recapitalization Agreement • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software • Virginia
April 1, 1997
Management and Consulting Agreement • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software

This letter will confirm the agreement between TC Management L.L.C., a Delaware limited liability company ("Thayer"), and Software AG Americas, Inc., a Virginia corporation (the "Company"), pursuant to which Thayer will render to the Company certain management and consulting services in connection with the operation and conduct of the Company's business. Thayer shall commence providing these services as of the date of this letter agreement (this "Agreement"). Thayer and the Company shall agree on the specific type and extent of services to be provided pursuant to this Agreement.

EXHIBIT 10.12 DEFERRED COMPENSATION AGREEMENT -------------------------------
Compensation Agreement • October 15th, 1997 • Software Ag Systems Inc • Services-prepackaged software • Virginia
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