AMENDED AND RESTATED SUBSIDIARY GUARANTYSubsidiary Guaranty • September 8th, 2005 • Axeda Systems Inc • Services-prepackaged software • Massachusetts
Reference is made to (i) the Senior Secured Bridge Note Purchase Agreement, dated as of July 8, 2005, among Axeda Systems Inc., a Delaware corporation (the “Company”), certain direct and indirect wholly owned subsidiaries of the Company and persons identified therein as “Purchasers” (the “Purchasers”) (as may be hereafter amended, modified, substituted, extended or restated from time to time, including any replacement agreement therefore, the “Senior Purchase Agreement”) and (ii) the Senior Subordinated Secured Bridge Note Purchase Agreement, dated as of September 1, 2005, among the Company, certain direct and indirect wholly owned subsidiaries of the Company and the Purchasers (as may be hereafter amended, modified, substituted, extended or restated from time to time, including any replacement agreement therefore, the “Senior Subordinated Purchase Agreement,” and together with the Senior Purchase Agreement, the “Purchase Agreements”).
ContractAsset Purchase Agreement • September 8th, 2005 • Axeda Systems Inc • Services-prepackaged software • Massachusetts
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • September 8th, 2005 • Axeda Systems Inc • Services-prepackaged software • Massachusetts
This Amended and Restated Security Agreement, dated as of September 1, 2005 (the “Security 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 (“ASOC”), and Axeda IP, Inc., a Nevada corporation and an indirect wholly owned subsidiary of the Company (“AIP” and together with ASOC and AIP, the “Guarantors”) (the Guarantors together with the Company, the “Obligors”), and the purchasers named in Schedule 1 hereto (the “Purchasers”):
AMENDMENT NO. 1 TO SENIOR SECURED BRIDGE NOTE PURCHASE AGREEMENTSenior Secured Bridge Note Purchase Agreement • September 8th, 2005 • Axeda Systems Inc • Services-prepackaged software • Massachusetts
THIS AMENDMENT NO. 1 to the Senior Secured Bridge Note Purchase Agreement (the “Amendment”) is entered into effective as of September 1, 2005, by and among Axeda Systems Inc., a Delaware corporation (the “Company”), Axeda Systems Operating Company, Inc., a Massachusetts corporation (“ASOC”), 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”).
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • September 8th, 2005 • Axeda Systems Inc • Services-prepackaged software • Massachusetts
This Amended and Restated Subordination Agreement, dated as of September 1, 2005 (the “Subordination Agreement”), by and among (i) Axeda Systems Inc., a Delaware corporation (“Axeda”), (ii) JMI Equity Fund V, L.P. and JMI Equity Fund V (AI), L.P. (the “Purchasers”), and (iii) Laurus Master Fund, Ltd. (“Laurus”):
VOTING AGREEMENTVoting Agreement • September 8th, 2005 • Axeda Systems Inc • Services-prepackaged software
This Voting Agreement (the “Agreement”) dated as of September 1, 2005 by and between ASOC Acquisition Corp., a Delaware corporation (the “Buyer”), and the undersigned holder (the “Stockholder”) of shares (the “Shares”) of common stock, par value $0.001 per share, of Axeda Systems Inc., a Delaware corporation (the “Company”).
SENIOR SUBORDINATED SECURED BRIDGE NOTE PURCHASE AGREEMENTSenior Subordinated Secured Bridge Note Purchase Agreement • September 8th, 2005 • Axeda Systems Inc • Services-prepackaged software • Massachusetts
This Senior Subordinated Secured Bridge Note Purchase Agreement, dated as of September 1, 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 (“ASOC”), and Axeda IP, Inc., a Nevada corporation and an indirect wholly owned subsidiary of the Company (“AIP” and, together with ASOC, the “Guarantors”), and the persons listed on Schedule 1 hereto (the “Purchasers”):
