AMENDMENT NO. 1 TO SECURITY AGREEMENT July 30, 2004Security Agreement • August 11th, 2004 • Artemis International Solutions Corp • Services-prepackaged software
Reference is made to that certain Security Agreement dated August 14, 2003, made by and between Artemis International Solutions Corporation, a Delaware corporation (the “Borrower”) Artemis International Solutions Ltd. a United Kingdom corporation (“Guarantor Subsidiary”) and LAURUS MASTER FUND, LTD., c/o Ogier Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands (the “Laurus”“) (the “Security Agreement”) pursuant to which, among other things, the Borrower issued a note in the original principal amount of Five Million Dollars ($5,000,000) (the “Note”) to Laurus. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement.
RESTRUCTURING AGREEMENT July 30, 2004Restructuring Agreement • August 11th, 2004 • Artemis International Solutions Corp • Services-prepackaged software
Reference is made to (i) that certain Security Agreement dated as of August 14, 2003 (the “Security Agreement”) among Artemis International Solutions Corporation, a Delaware corporation (the “Company”), Artemis International Solutions, Ltd., a wholly owned subsidiary of the Company (the “Guarantor Subsidiary”) and LAURUS MASTER FUND, LTD., c/o Ironshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands (“Laurus”) and (ii) any and all related Ancillary Agreements, as defined pursuant to the Security Agreement (“Ancillary Agreements”), including but not limited to that certain Secured Convertible Note of the Company dated August 14, 2003 issued to Laurus in the original principal amount of Five Million Dollars ($5,000,000) (the “Note”) and that certain Registration Rights Agreement dated August 14, 2003 (“Registration Rights Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to such
ContractSecured Revolving Note • August 11th, 2004 • Artemis International Solutions Corp • Services-prepackaged software • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT July 30, 2004Registration Rights Agreement • August 11th, 2004 • Artemis International Solutions Corp • Services-prepackaged software
Reference is made to that certain Registration Rights Agreement dated August 14, 2003 (the “Agreement”) by and between Artemis International Solutions Corporation, a Delaware corporation (the “Company”) and Laurus Master Fund, Ltd. (the “Purchaser” or “Laurus”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Agreement.
WAIVER AND RELEASEWaiver and Release • August 11th, 2004 • Artemis International Solutions Corp • Services-prepackaged software
This Waiver and Release (this “Waiver and Release”) is made pursuant to the Restructuring Agreement (the “Restructuring Agreement”), dated as of July 30, 2004, by and among Artemis International Solutions Corporation, a Delaware corporation (the “Company”), Artemis International Solutions, Ltd., a wholly owned subsidiary of the Company (the “Guarantor Subsidiary”) and Laurus Master Fund, Ltd., c/o Ironshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands (“Laurus”). Capitalized terms used and not otherwise defined in this Consent are used herein as defined in the Restructuring Agreement.
ContractSecured Convertible Minimum Borrowing Note • August 11th, 2004 • Artemis International Solutions Corp • Services-prepackaged software • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
