REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design • Massachusetts
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 8, 2011, by and among SofTech, Inc., a Massachusetts corporation (the “Company”), and each purchaser signatory hereto (each, including its successors and permitted assigns, an “Investor” and collectively the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design • Massachusetts
defaults under the (a) $3,000,000 Promissory Note (Revolving Line of Credit) made by the Company in favor of Greenleaf, dated as of March 25, 2009, as amended, and the (b) $8,910,528.11 Promissory Note (Term Note) made by the Company in favor of Greenleaf, dated as of March 25, 2009
DEBT FORGIVENESS AGREEMENTDebt Forgiveness Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design • Michigan
This Debt Forgiveness Agreement (the "Agreement") is entered into effective March 8, 2011, by and among SOFTECH, INC., a Massachusetts corporation ("Borrower"), WORKGROUP TECHNOLOGY CORPORATION, a wholly owned subsidiary of Borrower and a Delaware corporation, INFORMATION DECISIONS INCORPORATED, a wholly owned subsidiary of Borrower and a Michigan corporation (Workgroup Technology Corporation and Information Decisions Incorporated shall be referred to collectively as “Guarantors”), and GREENLEAF CAPITAL, INC., a Michigan corporation ("Lender"), in reference to the following:
STOCKHOLDER’S AGREEMENTStockholder Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design • Massachusetts
STOCKHOLDER’S AGREEMENT, dated as of March 8, 2011 (this “Agreement”), by and between SofTech, Inc., a Massachusetts corporation (“Company”), and Greenleaf Capital, Inc., a Michigan corporation (“Stockholder”) of the Company.
MEMORANDUM OF AGREEMENTMemorandum of Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design • Massachusetts
THIS AGREEMENT (“Agreement”), made and entered into this 11th day of April, 2011, by and between SofTech, Inc., a Massachusetts corporation (“SofTech” or “Seller”), and Victor G. Bovey, on behalf of an entity to be formed (“Buyer”);
TERM NOTETerm Note • June 9th, 2011 • Softech Inc • Services-computer integrated systems design
FOR VALUE RECEIVED, SOFTECH, INC., a Massachusetts corporation with offices at 59 Lowes Way, Suite 401, Lowell, Massachusetts (the "Borrower"), promises to pay to the order of ONE CONANT CAPITAL, LLC, with One Post Office Square, Boston, Massachusetts (the “Lender”), or at such other place as the holder hereof may from time to time designate in writing, the Principal sum of Two Million, Nine Hundred Thousand Dollars and 00/100 ($2,900,000.00) (the “Term Note”), plus interest which accrues in accordance with the terms herein, plus all other fees and charges set forth herein and that certain Loan, Security and Pledge Agreement, dated as of the date hereof, by and between Lender and Borrower (as amended and in effect from time to time the “Loan Agreement”).
ContractSubordination Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design • Massachusetts
This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as the same may be amended or otherwise modified from time to time pursuant to the terms thereof, the "Subordination Agreement"), dated as of March 8, 2011 between and among SofTech, Inc. (the “Borrower”), One Conant Capital (the “Senior Lender”) and Greenleaf Capital, Inc. (the “Subordinate Lender”), to the indebtedness (including interest) owed by the Borrower pursuant to that certain Loan Agreement, dated as of March 8, 2010 among the Borrower and Lender (the “Loan Agreement”), and certain guarantees of the indebtedness evidenced thereby, as such Loan Agreement and such guarantees have been and hereafter may be amended, restated, supplemented or otherwise modified from time to time (the “Loan Agreement”); and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the p
FIRST AMENDMENT TO SECURITY AGREEMENT (SofTech, Inc.)Security Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design
Greenleaf Capital, Inc., a Michigan corporation (“Creditor”), and SofTech, Inc., a Massachusetts corporation (“Debtor”), enter into this First Amendment to Security Agreement (this “Amendment”) as of this 8th day of March, 2011.
AMENDMENT TO MEMORANDUM OF AGREEMENTMemorandum of Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design
THIS AMENDMENT (“Amendment”), made and entered into this 24th day of May 2011, by and between SofTech, Inc., a Massachusetts corporation (“SofTech” or “Seller”), and Victor G. Bovey, on behalf of AMT Software, LLC, a newly formed Michigan entity (“Buyer”);
LOAN, PLEDGE AND SECURITY AGREEMENTLoan, Pledge and Security Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design • Massachusetts
THIS LOAN, PLEDGE AND SECURITY AGREEMENT (the “Loan Agreement”) is entered into this 8th day of March, 2011, by and among SOFTECH, INC., a Massachusetts corporation with offices at 59 Lowes Way, Suite 401, Lowell, Massachusetts (the “Borrower") and ONE CONANT CAPITAL, LLC, with offices at One Post Office Square, Boston, Massachusetts (the "Lender").
REVOLVING LINE OF CREDIT NOTERevolving Line of Credit Note • June 9th, 2011 • Softech Inc • Services-computer integrated systems design
FOR VALUE RECEIVED, the undersigned, SOFTECH, INC., a Massachusetts corporation with offices at 59 Lowes Way, Suite 401, Lowell, Massachusetts (the "Borrower") promises to pay ONE CONANT CAPITAL, LLC, with offices at One Post Office Square, Boston, Massachusetts (the "Lender"), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of Three Hundred Thousand Dollars ($300,000) or, if less, the aggregate unpaid Principal amount of all Advances made hereunder, pursuant to and in accordance with that certain Loan, Security and Pledge Agreement, dated as of the date hereof, by and between the Borrower and Lender, as amended and in effect from time to time (the "Loan Agreement"), together with all interest which accrues in accordance with the terms herein, plus all other fees and charges set forth herein and the Loan Agreement.
FORBEARANCE AGREEMENTForbearance Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design • Michigan
THIS FORBEARANCE AGREEMENT (the “Agreement”) is made and entered into on this 26th day of August, 2010, by and among SofTech, Inc., a Massachusetts corporation (Borrower), Information Decisions, Inc., a Michigan corporation and a wholly-owned subsidiary of Borrower, Workgroup Technology Corporation, a Delaware corporation and a wholly-owned subsidiary of Borrower (each a Guarantor, collectively the Guarantors), and Greenleaf Capital, Inc., a Michigan corporation (Lender).
