PURCHASE AGREEMENT by and among AETHER SYSTEMS, INC., as Seller, and TSYS Acquisition Corp. as Buyer and TeleCommunication Systems, Inc. as Parent, dated as of December 18, 2003Purchase Agreement • January 23rd, 2004 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
This PURCHASE AGREEMENT (“Agreement”), is made and entered into as of December 18, 2003, by and among Aether Systems, Inc., a Delaware corporation (“Aether” or “Seller”), and TSYS Acquisition Corp., a Maryland corporation (“Buyer”), and wholly owned subsidiary of TeleCommunication Systems, Inc., a Maryland corporation (“Parent”). Buyer, Parent and Seller are referred to collectively herein as the “Parties” and each is individually, a “Party.”
DEAL LICENSE AGREEMENTDeal License Agreement • January 23rd, 2004 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
This Deal License Agreement (this “Agreement”) is made and entered into as of this 13th day of January, 2004, by and between: Aether Systems, Inc., a Delaware corporation (“Licensor”); and TSYS Acquisition Corporation, a Maryland corporation, and TeleCommunication Systems, Inc., a Maryland corporation (collectively, “Licensee”). Licensor and Licensee may be referred to in this Agreement individually as a “Party” or collectively as the “Parties”.
COPYRIGHT ASSIGNMENTCopyright Assignment • January 23rd, 2004 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software
This Copyright Assignment is delivered pursuant to the Closing under that certain Purchase Agreement (the “Agreement”) dated as of December 18, 2003, between Aether Systems, Inc., as the “Seller”, and TSYS Acquisition Corp., as the “Purchaser”. Capitalized terms used in this Copyright Assignment have the same meanings given to them in the Agreement.
AMENDMENT NO. 1 TO PURCHASE AGREEMENTPurchase Agreement • January 23rd, 2004 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
This AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of January 13, 2004, by and among Aether Systems, Inc., a Delaware corporation (“Seller”), TeleCommunication Systems, Inc., a Maryland corporation (“Parent”), TSYS Acquisition Corp., a Maryland corporation and a wholly owned subsidiary of Parent (“TSYS”), and TeleCommunication Systems Limited, a company organized under the laws of England and a wholly owned subsidiary of Parent (“TCS Ltd.”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2004 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of January 13, 2004, between TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), and Aether Systems, Inc., a Delaware corporation (the “Shareholder”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • January 23rd, 2004 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
This Trademark License Agreement (this “Agreement”) is made and entered into as of this 13th day of January, 2004, by and between: Aether Systems, Inc., a Delaware corporation (“Licensor”); and TSYS Acquisition Corporation, a Maryland corporation, and TeleCommunication Systems, Inc., a Maryland corporation (collectively, “Licensee”). Licensor and Licensee may be referred to in this Agreement individually as a “Party” or collectively as the “Parties”.
DOMAIN NAME ASSIGNMENTDomain Name Assignment • January 23rd, 2004 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software
This Domain Name Assignment is delivered pursuant to the Closing under that certain Purchase Agreement (the “Agreement”) dated as of December 18, 2003, between Aether Systems, Inc., as the “Seller”, and TSYS Acquisition Corp., as the “Purchaser”. Capitalized terms used in this Domain Name Assignment have the same meanings given to them in the Agreement.
PATENT ASSIGNMENTPatent Assignment • January 23rd, 2004 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software
This Patent Assignment is delivered pursuant to the Closing under that certain Purchase Agreement (the “Agreement”) dated as of December 18, 2003, between Aether Systems, Inc., as the “Seller”, and TSYS Acquisition Corp., as the “Purchaser”. Capitalized terms used in this Patent Assignment have the same meanings given to them in the Agreement.
AETHER BUSINESS SYSTEMS SEPARATION: COST SHARING AGREEMENTCost Sharing Agreement • January 23rd, 2004 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
This AETHER BUSINESS SYSTEMS SEPARATION: COST SHARING AGREEMENT (this “Agreement”) is made as of January 13, 2004, by and among Aether Systems, Inc., a Delaware corporation (“Aether”), TSYS Acquisition Corp, a Maryland corporation (“TSYS”), TeleCommunication Systems Limited, a corporation formed under the laws of the United Kingdom and a wholly owned subsidiary of Parent (“TCS Ltd.” and together with TSYS, the “Buyer”), and TeleCommunication Systems, Inc., a Maryland corporation (“TCS”). Terms used but not otherwise defined herein, shall have the meaning ascribed such term in the Purchase Agreement, as defined below.
TRADEMARK ASSIGNMENTTrademark Assignment • January 23rd, 2004 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software
This Trademark Assignment is delivered pursuant to the Closing under that certain Purchase Agreement (the “Agreement”) dated as of December 18, 2003, between Aether Systems, Inc., as the “Seller”, and TSYS Acquisition Corp., as the “Purchaser”. Capitalized terms used in this Trademark Assignment have the same meanings given to them in the Agreement.
AMENDMENT AND CONSENT AGREEMENTAmendment and Consent Agreement • January 23rd, 2004 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • New York
This AMENDMENT AND CONSENT AGREEMENT (this “Agreement”) is made and entered into as of January 13, 2004 by and among TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), and each of the investors listed on the signature pages hereto (the “Investors”).
