STOCK PURCHASE AGREEMENT BY AND AMONG EPICOR SOFTWARE CORPORATION COUGAR ACQUISITION CORPORATION CRS RETAIL TECHNOLOGY GROUP, INC. STOCKHOLDERS LISTED ON EXHIBIT A AND THE OTHER PARTIES SIGNATORY HERETO Dated as of December 6, 2005Stock Purchase Agreement • December 12th, 2005 • Epicor Software Corp • Services-prepackaged software • Utah
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of December 6, 2005, by and among Epicor Software Corporation, a Delaware corporation (“Parent”), Cougar Acquisition Corporation, a Utah corporation and a wholly owned subsidiary of Parent (the “Acquisition Sub”), CRS Retail Technology Group, Inc., a Utah corporation (the “Company”), each of the stockholders of the Company listed on Exhibit A (the “Principal Stockholders”), and, with respect to Article VIII and Article IX only, Accel-KKR Company, LLC, as Stockholder Representative and U.S. Bank National Association, as the escrow agent (the “Escrow Agent”). Capitalized terms used and not otherwise defined herein have the meanings given to them in Article X.
