Artemis International Solutions Corp Sample Contracts

Artemis International Solutions Corp – AGREEMENT AND PLAN OF MERGER AMONG ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION, TRILOGY, INC. AND RCN ACQUISITION, INC. dated as of March 10, 2006 (March 14th, 2006)

AGREEMENT AND PLAN OF MERGER, dated as of March 10, 2006 (this “Agreement”) by and among Artemis International Solutions Corporation, a Delaware corporation (the “Company”), Trilogy, Inc., a Delaware corporation (“Parent”)and RCN Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Newco”).

Artemis International Solutions Corp – Contract (March 14th, 2006)

STOCKHOLDERS AGREEMENT dated as of March 10, 2006 (this “Agreement”), between RCN Acquisition, Inc., a Delaware corporation (“Newco”), and the entities listed on Schedule A attached hereto (the “Stockholder”).

Artemis International Solutions Corp – Re: Waiver Letter and Amendment (April 1st, 2005)

Reference is hereby made to (i) that certain Security Agreement dated August 14, 2003, by and between Laurus Master Fund, Ltd. (“Laurus”) and Artemis International Solutions Corporation, a Delaware corporation (the “Company”) and Artemis International Solutions Ltd., a United Kingdom corporation and wholly owned subsidiary of the Company (as amended, modified and/or supplemented from time to time, the “Security Agreement”) and (ii) the secured convertible minimum borrowing note, dated as of August 14, 2003 and issued by the Company to Laurus pursuant to the terms of the Security Agreement (as amended, modified and/or supplemented from time to time, the “Minimum Borrowing Note”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Security Agreement. Laurus is hereby notifying you of its decision to exercise the discretion granted to it pursuant to Section 2(ii) of the Security Agreement to make a Revolving Credit Advance to the Company in the amou

Artemis International Solutions Corp – January 28, 2005 (January 28th, 2005)

We have acted as counsel to Artemis International Solutions Corporation, a Delaware corporation (the "Registrant"), in connection with the preparation of a Registration Statement on Form S-1 (the "Initial Registration Statement") filed on November 3, 2004, Amendment No. 1 filed on December 3, 2004 and Amendment No. 2 filed on January 10, 2005 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") and Amendment No. 3 thereto to be filed on or about the date hereof ("Amendment No. 3" and together with the "Initial Registration Statement, the "Registration Statement"), relating to the registration of (i) 7,977,062 shares of the Company's common stock, par value $.001 per share (the "Common Stock") previously issued to Proha, Oy (the "Proha Common Stock"), (ii) 903,308 shares of Common Stock issuable upon the conversion of the Minimum Borrowing Note (the "Note") and (iii) 156,250 shares of Common Stock issuable upo

Artemis International Solutions Corp – PAYMENT SCHEDULE AGREEMENT (January 14th, 2005)

THIS PAYMENT SCHEDULE AGREEMENT (this “Agreement”), dated as of 11th of January, 2005, is made by and between Artemis Finland Oy (the “Debtor”) and Proha Plc. (“Proha”).

Artemis International Solutions Corp – January 10, 2005 (January 10th, 2005)

We have acted as counsel to Artemis International Solutions Corporation, a Delaware corporation (the "Registrant"), in connection with the preparation of a Registration Statement on Form S-1 (the "Initial Registration Statement") filed on November 3, 2004 and amendment No. 1 filed on December 3, 2004 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") and Amendment No. 2 thereto to be filed on or about the date hereof ("Amendment No. 2" and together with the "Initial Registration Statement, the "Registration Statement"), relating to the registration of (i) 7,977,062 shares of the Company's common stock, par value $.001 per share (the "Common Stock") previously issued to Proha, Oy (the "Proha Common Stock"), (ii) 903,308 shares of Common Stock issuable upon the conversion of the Minimum Borrowing Note (the "Note") and (iii) 156,250 shares of Common Stock issuable upon the exercise of the warrants (the "Warran

Artemis International Solutions Corp – December 3, 2004 (December 3rd, 2004)

We have acted as counsel to Artemis International Solutions Corporation, a Delaware corporation (the "Registrant"), in connection with the preparation of a Registration Statement on Form S-1 (the "Initial Registration Statement") filed on November 3, 2004 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") and Amendment No. 1 thereto to be filed on or about the date hereof ("Amendment No. 1" and together with the "Initial Registration Statement, the "Registration Statement"), relating to the registration of (i) 7,977,062 shares of the Company's common stock, par value $.001 per share (the "Common Stock") previously issued to Proha, Oy (the "Proha Common Stock"), (ii) 903,308 shares of Common Stock issuable upon the conversion of the Minimum Borrowing Note (the "Note") and (iii) 156,250 shares of Common Stock issuable upon the exercise of the warrants (the "Warrants").

Artemis International Solutions Corp – EMPLOYMENT AGREEMENT (November 12th, 2004)

EMPLOYMENT AGREEMENT (the “Agreement”), dated as of January 23rd, 2004 (the “Effective Date”) by and between Artemis International Solutions Corporation, a Delaware corporation (the “Company,” “Artemis” or the “Employer”) and Patrick TERNIER(the “Employee”).

Artemis International Solutions Corp – LEGAL OPINION [LETTERHEAD OF THELEN REID & PRIEST LLP] November 3, 2004 (November 3rd, 2004)

We have acted as counsel to Artemis International Solutions Corporation, a Delaware corporation (the "Registrant"), in connection with the preparation of a Registration Statement on Form S-1 filed on November 3, 2004 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of (i) 903,308 shares of the Company's common stock, par value $.001 per share (the "Common Stock"), issuable upon the conversion of the Secured Convertible Minimum Borrowing Note (the "Note") and (ii) 156,250 shares of Common Stock issuable upon the exercise of the Laurus Warrant (the "Warrant").

Artemis International Solutions Corp – LEGAL OPINION [LETTERHEAD OF THELEN REID & PRIEST LLP] October 29, 2004 (October 29th, 2004)

We have acted as counsel to Artemis International Solutions Corporation, a Delaware corporation (the "Registrant"), in connection with the preparation of a Registration Statement on Form S-1 No. 333-117487 (the "Initial Registration Statement") filed on July 19, 2004, Amendment No. 1 filed on August 24, 2004 and Amendment No. 2 filed on October 19, 2004 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), and Amendment No. 3 thereto to be filed on or about the date hereof ("Amendment No. 3" and together with the Initial Registration Statement the "Registration Statement"), relating to the registration of (i) 5,113,635 shares of the Company's common stock, par value $.001 per share (the "Common Stock") issuable upon the conversion of the Company's Series A Convertible Preferred Stock, par value $.001 per share ("Preferred Shares") and (ii) up to 1,833,858 shares of Common Stock issuable upon the exercise of (

Artemis International Solutions Corp – LEGAL OPINION [LETTERHEAD OF THELEN REID & PRIEST LLP] October 19, 2004 (October 19th, 2004)

We have acted as counsel to Artemis International Solutions Corporation, a Delaware corporation (the "Registrant"), in connection with the preparation of a Registration Statement on Form S-1 No. 333-117487 (the "Initial Registration Statement") filed on July 19, 2004 and Amendment No. 1 filed on August 24, 2004 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), and Amendment No. 2 thereto to be filed on or about the date hereof ("Amendment No. 2" and together with the Initial Registration Statement the "Registration Statement"), relating to the registration of (i) 5,113,635 shares of the Company's common stock, par value $.001 per share (the "Common Stock") issuable upon the conversion of the Company's Series A Convertible Preferred Stock, par value $.001 per share ("Preferred Shares") and (ii) up to 1,833,858 shares of Common Stock issuable upon the exercise of (x) the Initial Warrants and (y) the Additio

Artemis International Solutions Corp – LEGAL OPINION [LETTERHEAD OF THELEN REID & PRIEST LLP] August 24, 2004 (August 24th, 2004)

We have acted as counsel to Artemis International Solutions Corporation, a Delaware corporation (the "Registrant"), in connection with the preparation of a Registration Statement on Form S-1 No. 333-117487 (the "Initial Registration Statement") filed on July 19, 2004 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), and Amendment No. 1 thereto to be filed on or about the date hereof ("Amendment No. 1" and together with the Initial Registration Statement the "Registration Statement"), relating to the registration of (i) 5,113,635 shares of the Company's common stock, par value $.001 per share (the "Common Stock") issuable upon the conversion of the Company's Series A Convertible Preferred Stock, par value $.001 per share ("Preferred Shares"), (ii) 903,308 shares of Common Stock issuable upon the conversion of the Secured Convertible Minimum Borrowing Note (the "Note") and (iii) up to 1,990,107 shares of Co

Artemis International Solutions Corp – AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT July 30, 2004 (August 11th, 2004)

Reference is made to that certain Registration Rights Agreement dated August 14, 2003 (the “Agreement”) by and between Artemis International Solutions Corporation, a Delaware corporation (the “Company”) and Laurus Master Fund, Ltd. (the “Purchaser” or “Laurus”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Agreement.

Artemis International Solutions Corp – RESTRUCTURING AGREEMENT July 30, 2004 (August 11th, 2004)

Reference is made to (i) that certain Security Agreement dated as of August 14, 2003 (the “Security Agreement”) among Artemis International Solutions Corporation, a Delaware corporation (the “Company”), Artemis International Solutions, Ltd., a wholly owned subsidiary of the Company (the “Guarantor Subsidiary”) and LAURUS MASTER FUND, LTD., c/o Ironshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands (“Laurus”) and (ii) any and all related Ancillary Agreements, as defined pursuant to the Security Agreement (“Ancillary Agreements”), including but not limited to that certain Secured Convertible Note of the Company dated August 14, 2003 issued to Laurus in the original principal amount of Five Million Dollars ($5,000,000) (the “Note”) and that certain Registration Rights Agreement dated August 14, 2003 (“Registration Rights Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to such

Artemis International Solutions Corp – WAIVER AND RELEASE (August 11th, 2004)

This Waiver and Release (this “Waiver and Release”) is made pursuant to the Restructuring Agreement (the “Restructuring Agreement”), dated as of July 30, 2004, by and among Artemis International Solutions Corporation, a Delaware corporation (the “Company”), Artemis International Solutions, Ltd., a wholly owned subsidiary of the Company (the “Guarantor Subsidiary”) and Laurus Master Fund, Ltd., c/o Ironshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands (“Laurus”). Capitalized terms used and not otherwise defined in this Consent are used herein as defined in the Restructuring Agreement.

Artemis International Solutions Corp – AMENDMENT NO. 1 TO SECURITY AGREEMENT July 30, 2004 (August 11th, 2004)

Reference is made to that certain Security Agreement dated August 14, 2003, made by and between Artemis International Solutions Corporation, a Delaware corporation (the “Borrower”) Artemis International Solutions Ltd. a United Kingdom corporation (“Guarantor Subsidiary”) and LAURUS MASTER FUND, LTD., c/o Ogier Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands (the “Laurus”“) (the “Security Agreement”) pursuant to which, among other things, the Borrower issued a note in the original principal amount of Five Million Dollars ($5,000,000) (the “Note”) to Laurus. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement.

Artemis International Solutions Corp – Contract (August 11th, 2004)

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Artemis International Solutions Corp – Contract (August 11th, 2004)

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Artemis International Solutions Corp – LEGAL OPINION [LETTERHEAD OF THELEN REID & PRIEST LLP] July 19, 2004 (July 19th, 2004)

We have acted as counsel to Artemis International Solutions Corporation, a Delaware corporation (the "Registrant"), in connection with the preparation of a Registration Statement on Form S-1 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), on or about the date hereof, relating to the registration of (i) 5,113,635 shares of the Company's common stock, par value $.001 per share (the "Common Stock") issuable upon the conversion of the Company's Series A Convertible Preferred Stock, par value $.001 per share ("Preferred Shares"), (ii) 511,363 shares of Common Stock issuable upon the exercise of presently exercisable warrants (the "Initial Warrants") and (iii) up to 1,322,495 shares of Common Stock issuable upon the exercise of the price protection warrants (the "Additional Warrants" and together with the Initial Warrants, the "Warrants")

Artemis International Solutions Corp – SECURITIES PURCHASE AGREEMENT (June 18th, 2004)

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2004, by and among Artemis International Solutions Corporation, a Delaware corporation, with headquarters located at 4041 MacArthur Boulevard, Suite 260, Newport Beach, California 92660 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

Artemis International Solutions Corp – CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION (June 18th, 2004)

Artemis International Solutions Corporation (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Certificate of Incorporation, as amended, of the Company, and pursuant to Sections 151 and 141 of the DGCL, the Board of Directors of the Company adopted resolutions (i) designating a series of the Company’s previously authorized preferred stock, par value $.001 per share, and (ii) providing for the designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of Four Million Ninety Thousand Nine Hundred and Nine (4,090,909) shares of Series A Convertible Preferred Stock of the Company, as follows:

Artemis International Solutions Corp – [FORM OF WARRANT] (June 18th, 2004)

Artemis International Solutions Corporation, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including all Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof, but not after 11:59 P.M., New York Time, on the Expiration Date (as defined below), [ ( )(2)] fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is one of the Warrants to Purchase Commo

Artemis International Solutions Corp – ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION WARRANT TO PURCHASE COMMON STOCK (June 18th, 2004)

Artemis International Solutions Corporation, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, including, but not limited to the satisfaction of the condition set forth in Section 2(a) hereof, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including all Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof, but not after 11:59 P.M., New York Time, on the Expiration Date (as defined below), fully paid nonassessable shares, in such amount as calculated pursuant to §2(a) hereof, of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined

Artemis International Solutions Corp – ESCROW AGREEMENT (June 18th, 2004)

THIS ESCROW AGREEMENT, dated as of June 16, 2004 (“Escrow Agreement”), is by and among EMANCIPATION CAPITAL LP, a Delaware limited partnership, as representative of certain investors, including the Depositor (collectively, the “Investors”) pursuant to the Underlying Agreement (as defined below) (“Depositor”); ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION, a Delaware corporation (“Recipient”); and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent hereunder (“Escrow Agent”).

Artemis International Solutions Corp – REGISTRATION RIGHTS AGREEMENT (June 18th, 2004)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 16, 2004, by and among Artemis International Solutions Corporation, a Delaware corporation, with headquarters located at 4041 MacArthur Boulevard, Suite 260, Newport Beach, California 92660 (the “Company”), and the undersigned buyers (each, a “Buyer” and collectively, the “Buyers”).

Artemis International Solutions Corp – LOAN AGREEMENT Companies and institutions (May 24th, 2004)
Artemis International Solutions Corp – Contract (March 30th, 2004)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT between Artemis International Solutions Corporation, a Delaware corporation (the “Company”), and Robert Stefanovich (the “Employee”) (the “First Amendment”), dated as of March , 2004, amending the Employment Agreement dated as of October 9, 2002, between the Company and Employee (the “Original Agreement,” and as amended by this First Amendment, the “Agreement”).

Artemis International Solutions Corp – AMENDMENT NO. 1 TO SECURED CONVERTIBLE NOTE December 2, 2003 (March 30th, 2004)

Reference is made to that certain Security Agreement and that certain related Secured Convertible Note, both dated August 14, 2003, between Artemis International Solutions Corporation, a Delaware corporation (the “Company”) and Artemis International Solutions, Ltd. and LAURUS MASTER FUND, LTD., c/o Ironshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands (“Laurus”)(respectively, the “Security Agreement” and the “Note”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement.

Artemis International Solutions Corp – SEPARATION AGREEMENT AND MUTUAL RELEASE (March 30th, 2004)

This Separation Agreement and Mutual Release (this “Agreement and Release”) is entered into effective as of January 22, 2004 (the “Effective Date”) by and between Michael J. Rusert (“Mr. Rusert”) and Artemis International Solutions Corporation (the “Company”).

Artemis International Solutions Corp – FOR IMMEDIATE RELEASE PRESS RELEASE (November 13th, 2003)

NEWPORT BEACH, CA — November 13, 2003 — Artemis International Solutions Corporation (OTCBB: AMSI), one of the leading providers of enterprise portfolio and project management software solutions, today reported its financial results for the third quarter 2003.

Artemis International Solutions Corp – Contract (August 21st, 2003)

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ARTEMIS INTERNATIONAL SOLUTIONS CORP., THAT SUCH REGISTRATION IS NOT REQUIRED.

Artemis International Solutions Corp – LAURUS MASTER FUND, LTD. and ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION (August 21st, 2003)

This Security Agreement is made as of August 14, 2003 by and between LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”) Artemis International Solutions Corporation, a Delaware corporation (the “Company”) and Artemis International Solutions Ltd., a United Kingdom corporation (the “Guarantor Subsidiary”).

Artemis International Solutions Corp – Contract (August 21st, 2003)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ARTEMIS INTERNATIONAL SOLUTIONS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

Artemis International Solutions Corp – REGISTRATION RIGHTS AGREEMENT (August 21st, 2003)

This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, between the Purchaser and the Company (the “Purchase Agreement”), and pursuant to the Notes, Warrant and the Additional Warrants (as defined in the Warrant).

Artemis International Solutions Corp – FOR IMMEDIATE RELEASE PRESS RELEASE (August 15th, 2003)

NEWPORT BEACH, CA — August 14, 2003 — Artemis International Solutions Corporation (OTCBB: AMSI), one of the leading providers of enterprise portfolio and project management software solutions, today reported its financial results for the second quarter 2003.