REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • December 31st, 2007 • Aftersoft Group • Blank checks
AGREEMENT (this “Agreement”) is made and entered into as of the 21st day of December, 2007, by and between COMVEST CAPITAL, LLC, a Delaware limited liability company (the “Lender”), and AFTERSOFT GROUP, INC., a Delaware corporation (the “Borrower”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 31st, 2007 • Aftersoft Group • Blank checks
This Registration Rights Agreement (this “Agreement”) is made as of December 21, 2007 by Aftersoft Group Inc., a Delaware corporation (the “Company”), for the benefit of the Holders (as such term is hereinafter defined). The Company hereby confirms that the rights granted under this Agreement constitute a material inducement to the Holders to enter into the Loan Agreement (as such term is hereinafter defined), make Loans from time to time thereunder, and/or acquire or hold Conversion Shares and/or Warrant Shares (as such terms are hereinafter defined). Each Holder, by its participation or request to participate in any Registration effected pursuant to this Agreement, shall be deemed to have confirmed such Holder’s agreement to comply with the applicable provisions of this Agreement.
CONVERTIBLE TERM NOTEConvertible Term Note • December 31st, 2007 • Aftersoft Group • Blank checks • New York
This Note and the Common Stock issuable upon conversion hereof (until such time, if any, as such Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and may not be sold, offered for sale of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Maker receives an opinion, in form and from counsel reasonably acceptable to the Maker, that registration, qualification or other such actions are not required under any such laws.
ContractGuaranty Agreement • December 31st, 2007 • Aftersoft Group • Blank checks • New York
GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Guaranty” or this “Agreement”), dated as of December 21, 2007, is made by AFTERSOFT NETWORK N.A., INC., a Delaware corporation, MAM SOFTWARE LTD., a limited liability company formed under the laws of England and Wales, AFTERSOFT GROUP (UK) LTD., a limited liability company formed under the laws of England and Wales, AFS WAREHOUSE DISTRIBUTION MANAGEMENT, INC., a Delaware corporation, AFS TIRE MANAGEMENT, INC., a Delaware corporation, and AFS AUTOSERVICE INC., a Delaware corporation (each a “Guarantor” and collectively the “Guarantors”), in favor of COMVEST CAPITAL, LLC, a Delaware limited liability company (the “Lender”).
ContractCollateral Agreement • December 31st, 2007 • Aftersoft Group • Blank checks • New York
COLLATERAL AGREEMENT, dated as of December 21, 2007, by and among AFTERSOFT GROUP, INC., a Delaware corporation (the “Borrower”), AFTERSOFT NETWORK N.A., INC., a Delaware corporation, MAM SOFTWARE LTD., a limited liability company formed under the laws of England and Wales, AFTERSOFT GROUP (UK) LTD., a limited liability company formed under the laws of England and Wales, AFS WAREHOUSE DISTRIBUTION MANAGEMENT, INC., a Delaware corporation, AFS TIRE MANAGEMENT, INC., a Delaware corporation, AFS AUTOSERVICE INC., a Delaware corporation, and any and all Additional Grantors who may become party to this Agreement (the Borrower, such other named entities, and such Additional Grantors are hereinafter referred to each as a “Grantor” and collectively as the “Grantors”), and COMVEST CAPITAL, LLC (the “Secured Party”) as Lender under the Revolving Credit and Term Loan Agreement of even date herewith (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreem
FORM OF VALIDITY GUARANTYValidity Guaranty • December 31st, 2007 • Aftersoft Group • Blank checks
VALIDITY GUARANTY (this “Agreement”) is made as of the 21st day of December, 2007, by and among COMVEST CAPITAL, LLC, a Delaware limited liability company having offices at One North Clematis, Suite 300, West Palm Beach, Florida 33401 (the “Lender”), AFTERSOFT GROUP, INC., a Delaware corporation having offices at Regus House, Heronsway Chester Business Park, Chester, CH4 9QR United Kingdom (the “Borrower”), and _____________, an individual residing at _____________________________ (the “Principal”);
REVOLVING CREDIT NOTERevolving Credit Note • December 31st, 2007 • Aftersoft Group • Blank checks
FOR VALUE RECEIVED, the undersigned, AFTERSOFT GROUP, INC., a Delaware corporation (the “Maker”), hereby promises to pay to COMVEST CAPITAL, LLC, a Delaware limited liability company (“ComVest”), or registered assigns (hereinafter, collectively with ComVest, referred to as the “Payee”), on November 30, 2009 (subject to extension pursuant to Section 2.01(h) of the Loan Agreement hereinafter described, or sooner by reason of an Event of Default or required prepayment in accordance with the Loan Agreement hereinafter described), the principal sum of One Million ($1,000,000) Dollars or, if less, the aggregate unpaid principal amount of all Revolving Credit Advances made by the Payee to the Maker pursuant to that certain Revolving Credit and Term Loan Agreement of even date herewith by and between ComVest and the Maker (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”), together with interest (computed as hereinafter provided) on any and
