SECURITY AGREEMENTSecurity Agreement • July 14th, 2005 • Axeda Systems Inc • Services-prepackaged software • Massachusetts
This Security Agreement, dated as of July 8, 2005 (the “Security Agreement”), by and among Axeda Systems, Inc., a Delaware corporation (the “Company”), Axeda Systems Operating Company, Inc., a Massachusetts corporation (the “Guarantor” and together with the Company, the “Obligors”), and the purchasers named in Schedule 1 hereto (the “Purchasers”).
SENIOR SECURED BRIDGE NOTE PURCHASE AGREEMENTSenior Secured Bridge Note Purchase Agreement • July 14th, 2005 • Axeda Systems Inc • Services-prepackaged software • Massachusetts
This Senior Secured Bridge Note Purchase Agreement, dated as of July 8, 2005 (the “Agreement”), by and among Axeda Systems, Inc., a Delaware corporation (the “Company”), Axeda Systems Operating Company, Inc., a Massachusetts corporation and an indirect wholly owned subsidiary of the Company (the “Guarantor”), and the persons listed on Schedule 1 hereto (the “Purchasers”).
AMENDMENT NO. 1 TO SUBSIDIARY GUARANTYSubsidiary Guaranty • July 14th, 2005 • Axeda Systems Inc • Services-prepackaged software • Massachusetts
THIS AMENDMENT NO. 1 to the Subsidiary Guaranty (the “Amendment”) is entered into effective as of July 14, 2005, by and among Axeda Systems Operating Company, Inc., a Massachusetts corporation (“ASOC”), Axeda IP, Inc., a Nevada corporation (the “Subsidiary”), and JMI Equity Fund V, L.P., a Delaware limited partnership, and JMI Equity Fund V (AI), L.P., a Delaware limited partnership (collectively, the “Purchasers”).
SUBSIDIARY GUARANTYAxeda Systems Inc • July 14th, 2005 • Services-prepackaged software • Massachusetts
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended to or for the account of Axeda Systems Inc., a Delaware corporation (the “Company”) by the persons identified as “Purchasers” (the “Purchasers”) in that certain Senior Secured Bridge Note Purchase Agreement, dated as of July 8, 2005, among the Company, the Guarantor (defined below) and the Purchasers (as may be hereafter amended, modified, substituted, extended or restated from time to time, including any replacement agreement therefore, the “Purchase Agreement”), from time to time and at any time and for other good and valuable consideration and to induce the Purchasers, in their discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as the Purchasers may deem advisable, Axeda Systems Operating Company, Inc., a Massachusetts
SUBORDINATION AGREEMENTSubordination Agreement • July 14th, 2005 • Axeda Systems Inc • Services-prepackaged software • Massachusetts
This Subordination Agreement, dated as of July 8, 2005 (the “Subordination Agreement”), by and among Axeda Systems, Inc., a Delaware corporation, the several Purchasers listed in Schedule 1 to the Senior Secured Bridge Note Purchase Agreement, dated as of July 8, 2005 (as may be hereafter amended, modified, substituted, extended or restated from time to time, including any replacement agreement therefore, the “Purchase Agreement”), by and among the Company (defined below) and the Purchasers (together with any subsequent holders of the Notes (as defined in the Purchase Agreement), the “Senior Holders”) and Laurus Master Fund, Ltd. and its successors and assigns of the notes and other securities issued under the Securities Purchase Agreement referenced below (each a “Subordinated Creditor” and collectively, the “Subordinated Creditors”).
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • July 14th, 2005 • Axeda Systems Inc • Services-prepackaged software • Massachusetts
THIS AMENDMENT NO. 1 to the Security Agreement (the “Amendment”) is entered into effective as of July 14, 2005, by and among Axeda Systems Inc. a Delaware corporation (the “Company”), Axeda Systems Operating Company, Inc., a Massachusetts corporation (“ASOC”), Axeda IP, Inc., a Nevada corporation (the “Subsidiary”), and JMI Equity Fund V, L.P., a Delaware limited partnership, and JMI Equity Fund V (AI), L.P., a Delaware limited partnership (collectively, the “Purchasers”).
