0001104659-05-026227 Sample Contracts

Contract
Sale Agreement • June 1st, 2005 • Qad Inc • Services-prepackaged software • New York

SALE AGREEMENT AND AMENDMENT (this “Agreement”) dated as of May 24, 2005, by and among QAD INC., a Delaware corporation (“QAD”), RECOVERY EQUITY INVESTORS II, L.P., a Delaware limited partnership (“REI”), PAMELA M. LOPKER, KARL F. LOPKER and THE LOPKER LIVING TRUST DATED MARCH 23, 1993, a trust formed under California law (the “Lopker Trust”; Pamela M. Lopker, Karl F. Lopker and the Lopker Trust being collectively referred to herein as the “Lopker Parties”).

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