RECITALSIncentive Stock Option Agreement • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software • Delaware
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...Smith Gardner & Associates Inc • December 21st, 1998 • Services-prepackaged software
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
R E C I T A L S:Distribution Agreement • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software
1 EXHIBIT 10.12 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...Smith Gardner & Associates Inc • December 21st, 1998 • Services-prepackaged software
1 EXHIBIT 10.19 POWERHOUSE VALUE-ADDED RESELLER AGREEMENTAdded Reseller Agreement • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software • Massachusetts
ARTICLE I TERMINATION OF S CORPORATION STATUSSmith Gardner & Associates Inc • December 21st, 1998 • 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
R E C I T A L SForm of Non-Compete Agreement • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software • Florida
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
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...Smith Gardner & Associates Inc • December 21st, 1998 • Services-prepackaged software
1 EXHIBIT 10.15 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 Allan Gardner...Non-Competition Agreement • December 21st, 1998 • Smith Gardner & Associates Inc • Services-prepackaged software • Florida
