AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software • California
This Amended and Restated Change of Control Agreement (this “Agreement”) is made as of May 17, 2004 by and between Primal Solutions, Inc., a Delaware corporation, and Joseph R. Simrell (the “Executive”).
LANDLORD CONSENT TO SUBLEASELandlord Consent to Sublease • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software
THIS LANDLORD CONSENT TO SUBLEASE (“Consent Agreement”) is entered into as of the 27th day of February, 2004, by and among CA-TOWER 17 LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), LIGHTBRIDGE, INC., a Delaware corporation (“Sublandlord”), and PRIMAL SOLUTIONS, INC., a Delaware corporation (“Subtenant”).
ASSIGNMENT, ASSUMPTION AND CONSENT Assignment of LeaseAssignment of Lease • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software
For valuable consideration, the receipt of which is hereby acknowledged, the undersigned Corsair Communications, Inc., a Delaware corporation (“Assignor”), hereby assigns and transfers to Lightbridge, Inc., a Delaware corporation (“Assignee”), all of its right, title and interest in and to that certain Lease dated December 21, 1995, by and between Spieker Properties, L.P., a California limited partnership successor in interest to McDonnell Douglas Realty Company, a California corporation, and Corsair Communications, a Delaware corporation successor in interest to Subscribing Computing, Inc., a California corporation as amended by the First Amendment dated May 16, 1998 and the Lease dated October 31, 2000 (the “Lease”) by and between SPIEKER PROPERTIES, L.P., a California limited partnership (“Landlord”), as Landlord, and Assignor, as Tenant, leasing those certain premises described as approximately 13,680 rentable square feet located on the 10th floor, Suite 1000 and Suite 1050. Assign
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software • California
THIS COMMERCIAL SECURITY AGREEMENT dated April 8, 2002, is made and executed among WIRELESS BILLING SYSTEMS (“Grantor”); PRIMAL SOLUTIONS, INC.; and WIRELESS BILLING SYSTEMS (“Borrower”); and SUNWEST BANK (“Lender”).
AGREEMENT OF SUBLEASESublease Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software • California
THIS AGREEMENT OF SUBLEASE (this “Sublease”), is dated as of the day of January, 2004, between Lightbridgc, Inc., a Delaware corporation (“Sublandlord”), and Primal Solutions, Inc., a Delaware corporation having an office at 18881 Von Karman Avenue, Suite 500, Irvine, CA 92612, as subtenant (“Subtenant”).
SUBORDINATION AGREEMENTSubordination Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software • California
THIS SUBORDINATION AGREEMENT dated April 8, 2002, is made and executed among WIRELESS BILLING SYSTEMS, 18881 VON KARMAN, SUITE 450, IRVINE, CA 92612 (“Borrower”); CORSAIR COMMUNICATION, INC. (“Creditor”); and SUNWEST BANK, Commercial Banking Department, 17542 EAST 17th STREET, TUSTIN, CA 92780 (“Lender”).
Agreement and Plan of Merger By and Among Avery Communications, Inc. ACI Telecommunications Financial Services Corporation Primal Systems, Inc. Mark J. Nielsen John Faltys Joseph R. Simrell and David HaynesMerger Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”)is made as of March 19, 1999, by and among Avery Communications, Inc., a Delaware corporation (“Avery”), ACI Telecommunications Financial Services Corporation, a Delaware corporation and wholly owned subsidiary of Avery (“Merger Sub”), Primal Systems, Inc., a California corporation (the “Primal”), Mark J. Nielsen, an individual resident in San Juan Capistrano, California (“Nielsen”), John Faltys, an individual resident in Orange, California (“Faltys”), Joseph R. Simrell, an individual resident in Aliso Viejo, California (“Simrell”), and David Haynes, an individual resident in Irvine, California (“Haynes,” and, collectively with Nielsen, Faltys, and Simrell, the “Stockholders”).
PRIMAL SOLUTIONS, INC. PRELIMINARY DISTRIBUTION AGREEMENTPreliminary Distribution Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software • Delaware
This Primal Solutions, Inc. Preliminary Distribution Agreement (this “Agreement”) is dated as of July 31, 2000, and is entered by and among Avery Communications, Inc., a Delaware corporation (“Avery”), Primal Solutions, Inc., a Delaware corporation and wholly owned subsidiary of Avery (“New Primal”), John Faltys (“Faltys”), Joseph R. Simrell (“Simrell”), David Haynes (“Haynes”), Mark J. Nielsen (“Nielsen”), Arun Anand (“Anand”), Murari Cholappadi (“Cholappadi”), Sanjay Gupta (“Gupta”), Thurston Group Inc., a Delaware corporation (the “Thurston Group”), Patrick J. Haynes, III (“Haynes III”), and Scot M. McCormick (“McCormick”). Faltys, Simrell, Haynes and Nielsen are hereinafter referred to collectively as the “Old Primal Majority Stockholders”; Anand, Cholappadi and Gupta are hereinafter referred to collectively as the “Old Primal Minority Stockholders”; the Old Primal Majority Stockholders and the Old Primal Minority Stockholders are hereinafter referred to collectively as the “Old Pr
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software
THIS BUSINESS LOAN AGREEMENT dated April 8, 2002, is made and executed between PRIMAL SOLUTIONS, INC.; and WIRELESS BILLING SYSTEMS (“Borrower”) and SUNWEST BANK (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to thisAgreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
