ASSIGNMENT OF ROYALTIES AND RIGHTSAssignment of Royalties and Rights • January 20th, 2009 • Primal Solutions Inc • Services-prepackaged software • California
THIS ASSIGNMENT OF ROYALTIES AND RIGHTS (this “Assignment”) is dated as of January 15, 2009, and is entered into by PRIMAL SOLUTIONS, INC., a Delaware corporation with an address at 19732 MacArthur Boulevard, Suite 100, Irvine, California 92612 (“Primal”), and WIRELESS BILLING SYSTEMS, a California corporation with an address at 19732 MacArthur Boulevard, Suite 100, Irvine, California 92612 (“WBS”; Primal and WBS hereinafter collectively “Assignor”), in favor of the parties indicating their acceptance below, each with an address at 527 Madison Avenue, Suite 2600, New York, New York 10022 (collectively “Assignee”).
January 15, 2009 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, New York 10022 Attn:...Purchase Agreement • January 20th, 2009 • Primal Solutions Inc • Services-prepackaged software • California
Reference is hereby made to the following, each as amended and/or restated from time to time through and including the date hereof: (a) that certain Purchase Agreement, dated as of June 8, 2004 (the “Purchase Agreement”), by and among Primal Solutions, Inc. (“Primal”) and the investors party thereto, (b) the Registration Rights Agreement, dated as of June 8, 2004 (the “Registration Rights Agreement”), among Primal and the investors party thereto, (c) the Warrants, dated as of June 15, 2004 (the “Warrants”), issued by Primal in connection with the transactions contemplated by the Purchase Agreement, (d) that certain Purchase Agreement, dated as of March 31, 2006 (the “Purchase Agreement II”), by and among Primal, Wireless Billing Systems (“WBS”), and the investors party thereto (the “Senior Lenders”), (e) the Amended and Restated 10% Senior Secured Convertible Notes due December 31, 2009 (the “Notes”) issued by Primal and WBS to the Senior Lenders pursuant to the terms of Purchase Agree
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 20th, 2009 • Primal Solutions Inc • Services-prepackaged software • California
This Asset Purchase Agreement (the “Agreement”) is entered into effective as of January 1, 2009 (the “Effective Date”), by and among Primal Solutions, Inc., a Delaware corporation (“Primal”), Wireless Billing Systems, a California corporation (“WBS”; together with Primal, “Sellers” and each is a “Seller”) and BillWise, Inc., a California corporation (“Purchaser”). Purchaser, on the one hand, and Sellers, on the other hand, shall hereinafter individually be referred to as a “Party” and collectively be referred to as the “Parties.”
LICENSE AGREEMENTLicense Agreement • January 20th, 2009 • Primal Solutions Inc • Services-prepackaged software • California
This License Agreement (“Agreement”) is effective as of January 1, 2009 (the “Effective Date”) by and between, on one hand, Primal Solutions, Inc, a Delaware corporation (“Primal”), and Wireless Billing Systems, a California corporation (“WBS”) (WBS and Primal, collectively, “Licensee”), and, on the other hand, BillWise, Inc., a California corporation (“BillWise”) (BillWise and Licensee, each a “Party” and collectively the “Parties”), with respect to the following facts:
