REDACTED. Neither party hereto shall be liable to the other for any failure, delay or interruption in the performance of any of the terms or conditions contained in this Agreement due to causes entirely beyond the control of that party, including, without limiting the generality of the foregoing, strikes, boycotts, labor disputes, embargoes, acts of God, acts of public enemy, acts of governmental authority, floods, riots or rebellion. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF SOUTH AFRICA. SAVE AS OTHERWISE PROVIDED HEREIN OR IN THE ADDENDA, THE PARTIES CONSENT AND SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE WITWATERSRAND LOCAL DIVISION OF THE HIGH COURT OF THE REPUBLIC OF SOUTH AFRICA FOR THE PURPOSE OF ALL OR ANY LEGAL PROCEEDINGS ARISING FROM OR CONCERNING THIS AGREEMENT. All notices which either party hereto is required or may desire to give the other herein shall be given by addressing the communication to the address set forth on the first page of this Agreement, and shall be given by certified or registered mail. The effective date of this Agreement shall be the date this Agreement is signed by i2 ("Agreement Date"). THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT, UNDERSTANDING AND REPRESENTATIONS, EXPRESSED OR IMPLIED, BETWEEN CUSTOMER AND i2 WITH RESPECT TO THE SYSTEM, CONSULTING AND MAINTENANCE TO BE FURNISHED HEREIN. THIS AGREEMENT SUPERSEDES ALL PRIOR COMMUNICATIONS BETWEEN THE PARTIES INCLUDING, BUT NOT LIMITED TO, COMMUNICATIONS WITH i2's SALES REPRESENTATIVES. IF ANY PORTION OF THIS AGREEMENT IS DETERMINED TO BE OR BECOMES UNENFORCEABLE OR ILLEGAL, SUCH PORTION SHALL BE DEEMED TO BE ELIMINATED AND THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN EFFECT IN ACCORDANCE WITH ITS TERMS AS MODIFIED BY SUCH DELETION. AGREEMENT VALID ONLY IF EXECUTED BY CUSTOMER BY: December 15, 1999. The prices specified in the Agreement assume acceptance by Customer of the terms and conditions set forth herein. Accepted: Accepted: i2 TECHNOLOGIES (Netherlands), B.V. UNION TRANSPORT INCORPORATED By: /s/ Jan Van den Broeck By: /s/ M.J. ▇▇▇▇▇▇▇ Authorized Signature Authorized Signature Title: European Controller Title: Chairman Date: 15 December 1999 Date: 15 December 1999 SOFTWARE LICENSE ADDENDUM A (CONTINUES ON NEXT PAGE) LICENSED SOFTWARE Customer Name: UNION TRANSPORT INCORPORATED 9 Columbus Centre Pelican Drive Road Town Tortola British Virgin Islands ATTACHED TO AND MADE PART OF THE SOFTWARE LICENSE AGREEMENT BETWEEN i2 AND CUSTOMER. LICENSED SOFTWARE: GROUP A PRODUCTS: RHYTHM Transportation Optimizer RHYTHM Transportation Manager RHYTHM Transportation Modeler RHYTHM Carrier Bid Optimizer RHYTHM Load Configuration, including RHYTHM Load Viewer RHYTHM Global Logistics Manager RHYTHM Supply Chain Planner, including RHYTHM Strategy Drive Planner RHYTHM Rhythm Inventory Planning Extension RHYTHM Supply Chain Architect RhythmLlink RHYTHM Active Data Warehouse including the Common Data Model
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REDACTED. Neither party hereto shall be liable to the other for any failure, delay or interruption in the performance of any of the terms or conditions x Notwithstanding anything contained in this Agreement due to causes entirely beyond the control of that partycontrary, including, without limiting by checking this box (i) the generality obligations of the foregoingabove-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, strikesand the obligations of the Company to sell such securities to the above-signed, boycotts, labor disputes, embargoes, acts of God, acts of public enemy, acts of governmental authority, floods, riots or rebellion. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF SOUTH AFRICA. SAVE AS OTHERWISE PROVIDED HEREIN OR IN THE ADDENDA, THE PARTIES CONSENT AND SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE WITWATERSRAND LOCAL DIVISION OF THE HIGH COURT OF THE REPUBLIC OF SOUTH AFRICA FOR THE PURPOSE OF ALL OR ANY LEGAL PROCEEDINGS ARISING FROM OR CONCERNING THIS AGREEMENT. All notices which either party hereto is required or may desire to give the other herein shall be given by addressing unconditional and all conditions to Closing shall be disregarded, (ii) the communication to the address set forth Closing shall occur on the first page of this Agreement, and shall be given by certified or registered mail. The effective second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date this Agreement is signed by i2 first indicated above. Name of Purchaser: REDACTED Signature of Authorized Signatory of Purchaser: /s/”REDACTED” Name of Authorized Signatory: REDACTED Title of Authorized Signatory: REDACTED Email Address of Authorized Signatory: REDACTED Facsimile Number of Authorized Signatory: REDACTED Address for Notice to Purchaser: REDACTED Address for Delivery of Securities to Purchaser ("Agreement Date"). THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT, UNDERSTANDING AND REPRESENTATIONS, EXPRESSED OR IMPLIED, BETWEEN CUSTOMER AND i2 WITH RESPECT TO THE SYSTEM, CONSULTING AND MAINTENANCE TO BE FURNISHED HEREIN. THIS AGREEMENT SUPERSEDES ALL PRIOR COMMUNICATIONS BETWEEN THE PARTIES INCLUDING, BUT NOT LIMITED TO, COMMUNICATIONS WITH i2's SALES REPRESENTATIVES. IF ANY PORTION OF THIS AGREEMENT IS DETERMINED TO BE OR BECOMES UNENFORCEABLE OR ILLEGAL, SUCH PORTION SHALL BE DEEMED TO BE ELIMINATED AND THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN EFFECT IN ACCORDANCE WITH ITS TERMS AS MODIFIED BY SUCH DELETION. AGREEMENT VALID ONLY IF EXECUTED BY CUSTOMER BYif not same as address for notice): Subscription Amount: December 15, 1999. The prices specified in the Agreement assume acceptance by Customer of the terms and conditions set forth herein. Accepted$ REDACTED Shares: Accepted180,132 Warrant Shares: i2 TECHNOLOGIES (Netherlands), B.V. UNION TRANSPORT INCORPORATED By: /s/ Jan Van den Broeck By: /s/ M.J. ▇▇▇▇▇▇▇ Authorized Signature Authorized Signature Title: European Controller Title: Chairman Date: 15 December 1999 Date: 15 December 1999 SOFTWARE LICENSE ADDENDUM A (CONTINUES ON NEXT PAGE) LICENSED SOFTWARE Customer Name: UNION TRANSPORT INCORPORATED 9 Columbus Centre Pelican Drive Road Town Tortola British Virgin Islands ATTACHED TO AND MADE PART OF THE SOFTWARE LICENSE AGREEMENT BETWEEN i2 AND CUSTOMER. LICENSED SOFTWARE: GROUP A PRODUCTS: RHYTHM Transportation Optimizer RHYTHM Transportation Manager RHYTHM Transportation Modeler RHYTHM Carrier Bid Optimizer RHYTHM Load Configuration, including RHYTHM Load Viewer RHYTHM Global Logistics Manager RHYTHM Supply Chain Planner, including RHYTHM Strategy Drive Planner RHYTHM Rhythm Inventory Planning Extension RHYTHM Supply Chain Architect RhythmLlink RHYTHM Active Data Warehouse including the Common Data Model135,099 Beneficial Ownership Blocker x 4.99% or o 9.99%
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REDACTED. Neither party hereto shall be liable to the other for any failure, delay or interruption in the performance of any of the terms or conditions x Notwithstanding anything contained in this Agreement due to causes entirely beyond the control of that partycontrary, including, without limiting by checking this box (i) the generality obligations of the foregoingabove-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, strikesand the obligations of the Company to sell such securities to the above-signed, boycotts, labor disputes, embargoes, acts of God, acts of public enemy, acts of governmental authority, floods, riots or rebellion. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF SOUTH AFRICA. SAVE AS OTHERWISE PROVIDED HEREIN OR IN THE ADDENDA, THE PARTIES CONSENT AND SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE WITWATERSRAND LOCAL DIVISION OF THE HIGH COURT OF THE REPUBLIC OF SOUTH AFRICA FOR THE PURPOSE OF ALL OR ANY LEGAL PROCEEDINGS ARISING FROM OR CONCERNING THIS AGREEMENT. All notices which either party hereto is required or may desire to give the other herein shall be given by addressing unconditional and all conditions to Closing shall be disregarded, (ii) the communication to the address set forth Closing shall occur on the first page of this Agreement, and shall be given by certified or registered mail. The effective second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: REDACTED Signature of Authorized Signatory of Purchaser: /s/”REDACTED” Name of Authorized Signatory: REDACTED Title of Authorized Signatory: REDACTED Email Address of Authorized Signatory: REDACTED Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: REDACTED Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: REDACTED Shares: 90,068 Warrant Shares: 67,551 Beneficial Ownership Blocker x 4.99% or o 9.99% EIN Number: REDACTED o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement is and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed by i2 of any agreement, instrument, certificate or the like or purchase price ("Agreement Date"). THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT, UNDERSTANDING AND REPRESENTATIONS, EXPRESSED OR IMPLIED, BETWEEN CUSTOMER AND i2 WITH RESPECT TO THE SYSTEM, CONSULTING AND MAINTENANCE TO BE FURNISHED HEREIN. THIS AGREEMENT SUPERSEDES ALL PRIOR COMMUNICATIONS BETWEEN THE PARTIES INCLUDING, BUT NOT LIMITED TO, COMMUNICATIONS WITH i2's SALES REPRESENTATIVES. IF ANY PORTION OF THIS AGREEMENT IS DETERMINED TO BE OR BECOMES UNENFORCEABLE OR ILLEGAL, SUCH PORTION SHALL BE DEEMED TO BE ELIMINATED AND THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN EFFECT IN ACCORDANCE WITH ITS TERMS AS MODIFIED BY SUCH DELETION. AGREEMENT VALID ONLY IF EXECUTED BY CUSTOMER BY: December 15, 1999. The prices specified in the Agreement assume acceptance by Customer as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the terms and conditions set forth herein. Accepted: Accepted: i2 TECHNOLOGIES Company or the above-signed (Netherlands)as applicable) to deliver such agreement, B.V. UNION TRANSPORT INCORPORATED By: /s/ Jan Van den Broeck By: /s/ M.J. ▇▇▇▇▇▇▇ Authorized Signature Authorized Signature Title: European Controller Title: Chairman instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date: 15 December 1999 Date: 15 December 1999 SOFTWARE LICENSE ADDENDUM A (CONTINUES ON NEXT PAGE) LICENSED SOFTWARE Customer Name: UNION TRANSPORT INCORPORATED 9 Columbus Centre Pelican Drive Road Town Tortola British Virgin Islands ATTACHED TO AND MADE PART OF THE SOFTWARE LICENSE AGREEMENT BETWEEN i2 AND CUSTOMER. LICENSED SOFTWARE: GROUP A PRODUCTS: RHYTHM Transportation Optimizer RHYTHM Transportation Manager RHYTHM Transportation Modeler RHYTHM Carrier Bid Optimizer RHYTHM Load Configuration, including RHYTHM Load Viewer RHYTHM Global Logistics Manager RHYTHM Supply Chain Planner, including RHYTHM Strategy Drive Planner RHYTHM Rhythm Inventory Planning Extension RHYTHM Supply Chain Architect RhythmLlink RHYTHM Active Data Warehouse including the Common Data Model.
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REDACTED. Neither party hereto shall be liable to the other for any failure, delay or interruption in the performance of any of the terms or conditions o Notwithstanding anything contained in this Agreement due to causes entirely beyond the control of that partycontrary, including, without limiting by checking this box (i) the generality obligations of the foregoingabove-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, strikesand the obligations of the Company to sell such securities to the above-signed, boycotts, labor disputes, embargoes, acts of God, acts of public enemy, acts of governmental authority, floods, riots or rebellion. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF SOUTH AFRICA. SAVE AS OTHERWISE PROVIDED HEREIN OR IN THE ADDENDA, THE PARTIES CONSENT AND SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE WITWATERSRAND LOCAL DIVISION OF THE HIGH COURT OF THE REPUBLIC OF SOUTH AFRICA FOR THE PURPOSE OF ALL OR ANY LEGAL PROCEEDINGS ARISING FROM OR CONCERNING THIS AGREEMENT. All notices which either party hereto is required or may desire to give the other herein shall be given by addressing unconditional and all conditions to Closing shall be disregarded, (ii) the communication to the address set forth Closing shall occur on the first page of this Agreement, and shall be given by certified or registered mail. The effective second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: REDACTED Signature of Authorized Signatory of Purchaser: /s/”REDACTED” Name of Authorized Signatory: REDACTED Title of Authorized Signatory: REDACTED Email Address of Authorized Signatory: REDACTED Facsimile Number of Authorized Signatory: REDACTED Address for Notice to Purchaser: REDACTED Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: REDACTED Common Shares: 750,000 Warrant Shares: 562,500 EIN Number: REDACTED o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement is and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed by i2 of any agreement, instrument, certificate or the like or purchase price ("Agreement Date"). THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT, UNDERSTANDING AND REPRESENTATIONS, EXPRESSED OR IMPLIED, BETWEEN CUSTOMER AND i2 WITH RESPECT TO THE SYSTEM, CONSULTING AND MAINTENANCE TO BE FURNISHED HEREIN. THIS AGREEMENT SUPERSEDES ALL PRIOR COMMUNICATIONS BETWEEN THE PARTIES INCLUDING, BUT NOT LIMITED TO, COMMUNICATIONS WITH i2's SALES REPRESENTATIVES. IF ANY PORTION OF THIS AGREEMENT IS DETERMINED TO BE OR BECOMES UNENFORCEABLE OR ILLEGAL, SUCH PORTION SHALL BE DEEMED TO BE ELIMINATED AND THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN EFFECT IN ACCORDANCE WITH ITS TERMS AS MODIFIED BY SUCH DELETION. AGREEMENT VALID ONLY IF EXECUTED BY CUSTOMER BY: December 15, 1999. The prices specified in the Agreement assume acceptance by Customer as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the terms and conditions set forth hereinCompany or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. AcceptedIN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: AcceptedREDACTED Signature of Authorized Signatory of Purchaser: i2 TECHNOLOGIES /s/”REDACTED” Name of Authorized Signatory: REDACTED Title of Authorized Signatory: REDACTED Email Address of Authorized Signatory: REDACTED Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: REDACTED Address for Delivery of Securities to Purchaser (Netherlands), B.V. UNION TRANSPORT INCORPORATED Byif not same as address for notice): Subscription Amount: /s/ Jan Van den Broeck ByREDACTED Shares: /s/ M.J. ▇▇▇▇▇▇▇ Authorized Signature Authorized Signature Title90,068 Warrant Shares: European Controller Title: Chairman Date: 15 December 1999 Date: 15 December 1999 SOFTWARE LICENSE ADDENDUM A (CONTINUES ON NEXT PAGE) LICENSED SOFTWARE Customer Name: UNION TRANSPORT INCORPORATED 9 Columbus Centre Pelican Drive Road Town Tortola British Virgin Islands ATTACHED TO AND MADE PART OF THE SOFTWARE LICENSE AGREEMENT BETWEEN i2 AND CUSTOMER. LICENSED SOFTWARE: GROUP A PRODUCTS: RHYTHM Transportation Optimizer RHYTHM Transportation Manager RHYTHM Transportation Modeler RHYTHM Carrier Bid Optimizer RHYTHM Load Configuration, including RHYTHM Load Viewer RHYTHM Global Logistics Manager RHYTHM Supply Chain Planner, including RHYTHM Strategy Drive Planner RHYTHM Rhythm Inventory Planning Extension RHYTHM Supply Chain Architect RhythmLlink RHYTHM Active Data Warehouse including the Common Data Model67,551 Beneficial Ownership Blocker x 4.99% or o
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