SETTLEMENT AND MUTUAL RELEASE AGREEMENTSettlement and Mutual Release Agreement • April 15th, 2008 • Primal Solutions Inc • Services-prepackaged software • California
This SETTLEMENT AND MUTUAL GENERAL RELEASE AGREEMENT (“Agreement”) is entered into by and among Wireless Billing Systems, a California corporation (hereafter referred to as “Wireless”), Primal Solutions, Inc., a Delaware corporation (hereafter referred to as “Primal”), and CyberSource Corporation (hereafter referred to as “CyberSource”), a Delaware corporation and the successor by merger to Authorize.Net Holdings, Inc. (hereafter referred to as “Authorize.Net”), a Delaware corporation formerly known as Lightbridge, Inc. (hereafter referred to as “Lightbridge”), a Delaware corporation, and the successor by merger to Corsair Communications, Inc. (hereafter referred to as “Corsair”). Wireless and Primal are collectively the “Primal Parties” and are each a “Primal Party”, and CyberSource on behalf of itself as well as its predecessors Authorize.Net, Lightbridge, and Corsair are collectively the “CyberSource Parties” and each is a “CyberSource Party.” Each of the Primal Parties and the Cybe
MASTER SOFTWARE LICENSE AGREEMENT (Monthly)Master Software License Agreement • April 15th, 2008 • Primal Solutions Inc • Services-prepackaged software • California
THIS MASTER SOFTWARE LICENSE AGREEMENT (“Agreement”) is made and entered into as of December 11, 2002 (the “Effective Date”), by and between Primal Solutions, Inc., a Delaware corporation, with its principal place of business located at 18881 Von Karman Avenue, Suite 500, Irvine, California 92612 (“Primal”), and Time Warner Cable Information Services (Maine), LLC, a Limited Liability Company organized under the laws of the State of Delaware with its principle place of business located at 290 Harbor Drive, Stamford, CT 06902 (“Licensee”).
ContractSettlement Agreement • April 15th, 2008 • Primal Solutions Inc • Services-prepackaged software • California
March 31, 2008 Special Situations Fund III QP, L.P. Special Situations Fund III, L.P. Special Situations Private Equity Fund, L.P. Special Situations Technology Fund, L.P. Special Situations Technology Fund II, L.P. New York, NY 10022 Attention:...Subordination Agreement • April 15th, 2008 • Primal Solutions Inc • Services-prepackaged software • New York
Reference is hereby made to (i) the Purchase Agreement, dated as of March 31, 2006 (the “Purchase Agreement”), by and among Primal Solutions, Inc. (the “Company”), Wireless Billing Systems (“WBS”) and Special Situations Fund III QP, L.P., Special Situations Fund III, L.P., Special Situations Private Equity Fund, L.P., Special Situations Technology Fund, L.P. and Special Situations Technology Fund II, L.P. (collectively “SSF”), (ii) the Registration Rights Agreement, dated as of March 31, 2006 (the “Registration Rights Agreement”), by and between the Company and SSF, (iii) $1,500,000 in aggregate principal amount of 5% Senior Secured Convertible Notes, dated March 31, 2006 (the “Notes”), made by the Company and WBS in favor of SSF, (iv) the Pledge and Security Agreement, dated as of March 31, 2006 (the “Security Agreement”), by and among the Company, WBS and SSF, (v) the Amended and Restated Subordination Agreement, dated as of March 31, 2006 (as amended and restated as of March 29, 200
