Demandstar Com Inc – MODIFICATION TO PROMISSORY NOTE (November 14th, 2000)1 Exhibit 10.1 MODIFICATION TO PROMISSORY NOTE This Modification to Promissory Note ("Modification Agreement ") is entered into as of October 31, 2000, by and between HTE, Inc., a Florida corporation ("HTE"), and DemandStar.com, Inc., f/k/a Information on Demand, Inc., a Florida corporation ("DSI"). RECITALS WHEREAS, HTE loaned DSI $1,750,000, pursuant to DSI's promissory note dated October 31, 1999, a copy of which is attached as Exhibit "A" hereto ("DSI Note"); and WHEREAS, the DSI Note provides for payment of principal in the amount of $200,000, plus interest accrued at the annual rate of 8%, by DSI to HTE on October 31, 2000 ("DSI 10-31-00 Note Payment"); and WHEREAS, DSI has requested that HTE defer payment of the DSI 10-31-00 Note Payment and accept in satisfaction of the DSI 10-31-00 Note Payment certain
Demandstar Com Inc – SUBLEASE AGREEMENT (August 14th, 2000)1 EXHIBIT 10.1 SUBLEASE AGREEMENT This Sublease Agreement is made and entered into on this the 31st day of May, 2000, between MEDPARTNERS ACQUISITION CORPORATION, a Delaware corporation (hereinafter called "Sublandlord") whose address for purposes hereof is 3000 Galleria Tower, Birmingham, Alabama 35244, Attention: Real Estate Department, and DEMANDSTAR.COM, Inc., a Florida corporation (hereinafter called "Subtenant"). Subtenant's address for notice purposes shall be 1200 South Pine Island Road, Sixth Floor, Plantation, FL 33324, with copy to L.A. Gornto, Jr., General Counsel, 149 South Ridgewood Avenue, Suite 300, Daytona Beach, FL 32214. WITNESSETH: 1. SUBLEASED PREMISES. 1.1 DEMISE OF SUBLEASED PREMISES. Subject to and upon the terms, provisions and conditions hereinafter set forth, and
Demandstar Com Inc – AGREEMENT OF COMMITMENT TO EXERCISE RIGHTS (March 8th, 2000)1 EXHIBIT 10.17.2 SECOND AMENDED AND RESTATED AGREEMENT OF COMMITMENT TO EXERCISE RIGHTS THIS AGREEMENT is entered into this as of the 7th day of March, 2000 by and among DemandStar.com, Inc., a Florida corporation (the "Company") and O. F. Ramos ("Ramos"), L. A. Gornto, Jr. ("Gornto"), Bernard B. Markey ("Markey"), William Knox North ("North"), Edward S. Jordan ("Jordan") and Edward A. Moses ("Moses") (each of Ramos, Gornto, Markey, North, Jordan and Moses a "Purchaser" and collectively the "Purchasers"). RECITALS: WHEREAS, the Company proposes to issue rights to purchase its common stock, par value $.0001 per share (the "Common Stock"), pursuant to a registration statement on Form S-1 filed with the Securities and Exchange Commission in December 1999 (the "Rights Offering"); WHEREAS, the Company and the
Demandstar Com Inc – SUBSCRIPTION AGENT AGREEMENT (February 10th, 2000)1 EXHIBIT 4.4 FORM OF SUBSCRIPTION AGENT AGREEMENT THIS AGREEMENT is entered into as of _________, 2000 by and between DemandStar.com, Inc., a Florida corporation (the "Company") and Continental Stock Transfer and Trust Company (the "Subscription Agent"). WHEREAS, the Company is a subsidiary of H.T.E., Inc., a Florida corporation ("HTE"); WHEREAS, the Company intends to issue (the "Rights Offering") to (i) holders of HTE's common stock as of _________, 2000 ("Eligible HTE Shareholders"), (ii) holders of HTE stock options as of December 16, 1999 who are also employees or directors of HTE (or a subsidiary) as of February 1, 2000 ("Eligible HTE Optionholders"), and (iii) employees of HTE (or a subsidiary) as of February 1, 2000 ("Eligible HTE Employees" and, collectively with (i) and (ii) above, the "Eligible Rights Holders")
Demandstar Com Inc – OFFICE LEASE (February 10th, 2000)1 Exhibit 10.18 OFFICE LEASE (1551 SANDSPUR ROAD, MAITLAND, FLORIDA) DATED: AUGUST 6, 1999 BY AND AMONG CONCORD MANAGEMENT, LTD., CED CONSTRUCTION PARTNERS, LTD. AND ASSOCIATED HOUSING DEVELOPMENT PARTNERS V, LTD. ("LANDLORD") AND H.T.E., INC. ("TENANT") 2 TABLE OF CONTENTS PAGE ---- ARTICLE 1 PREMISES, TERM..................................................
Demandstar Com Inc – INVESTMENT AND DISTRIBUTION AGREEMENT (February 10th, 2000)1 EXHIBIT 10.2.1 AMENDED AND RESTATED INVESTMENT AND DISTRIBUTION AGREEMENT This AMENDED AND RESTATED INVESTMENT AND DISTRIBUTION AGREEMENT ("Agreement") is entered into as of February 3, 2000, by and between H.T.E., INC., a Florida corporation ("HTE"), and DemandStar.com, Inc., a Florida corporation ("DSI" or the "Company"). R E C I T A L S: A. HTE, a public company whose common shares are traded on the Nasdaq National Market System, owns 1,250,000 shares of DSI's common stock, $.0001 par value, constituting all of the issued and outstanding common stock of DSI. B. HTE and DSI entered into that certain Investment and Distribution Agreement, dated as of December 21, 1999, and wish to amend and restate such agreement pursuant to the terms hereof. C. In consideration for HT
Demandstar Com Inc – SPECIAL NOTICE TO HOLDERS OF COMMON STOCK OF H.T.E., INC. OR HOLDERS (February 10th, 2000)1 EXHIBIT 99.6 FORM OF LETTER TO INTERNATIONAL SHAREHOLDERS SPECIAL NOTICE TO HOLDERS OF COMMON STOCK OF H.T.E., INC. OR HOLDERS OF STOCK OPTIONS OF H.T.E., INC. WHOSE ADDRESSES ARE OUTSIDE THE UNITED STATES Dear Shareholder/Optionholder/Employee: Enclosed you will find materials relating to the offering (the "Rights Offering") by DemandStar.com, Inc. ("DemandStar"), a subsidiary of H.T.E., Inc. ("HTE"), to (i) holders of record of HTE's common stock as of the close of business ___________, 2000 (the "Record Date"), (ii) holders of HTE stock options as of December 16, 1999 who are also employees or directors of HTE (or a subsidiary) as of February 1, 2000, and (iii) employees of HTE (or a subsidiary) as of February 1, 2000, of non-transferable rights ("Rights") to purchase shares of common stock, par value $.0001 per share (the "Co
Demandstar Com Inc – AGREEMENT OF COMMITMENT TO EXERCISE RIGHTS (February 10th, 2000)1 EXHIBIT 10.17.1 AMENDED AND RESTATED AGREEMENT OF COMMITMENT TO EXERCISE RIGHTS THIS AGREEMENT is entered into this as of the 7th day of February, 2000 by and among DemandStar.com, Inc., a Florida corporation (the "Company") and O. F. Ramos ("Ramos"), L. A. Gornto, Jr. ("Gornto"), Bernard B. Markey ("Markey"), William Knox North ("North"), Edward S. Jordan ("Jordan") and Edward A. Moses ("Moses") (each of Ramos, Gornto, Markey, North, Jordan and Moses a "Purchaser" and collectively the "Purchasers"). RECITALS: WHEREAS, the Company proposes to issue rights to purchase its common stock, par value $.0001 per share (the "Common Stock"), pursuant to a registration statement on Form S-1 filed with the Securities and Exchange Commission in December 1999 (the "Rights Offering"); and WHEREAS, the Company and
Demandstar Com Inc – FORM OF SERVICES AGREEMENT (February 10th, 2000)1 EXHIBIT 10.3 FORM OF SERVICES AGREEMENT This SERVICES AGREEMENT ("Agreement") is entered into as of __________, 2000 (the "Effective Date") by and between H.T.E., INC., a Florida corporation ("HTE"), and DEMANDSTAR.COM, INC., a Florida corporation ("DSI"). R E C I T A L S: A. Prior to execution of this Agreement, DSI was a wholly-owned subsidiary of HTE. B. HTE and DSI have commenced on this date a Rights Offering and, as a result of the Rights Offering, DSI expects to become a publicly traded company, with HTE as a significant stockholder. The Rights Offering is more fully described in DSI's registration statement on Form S-1 (Registration No. 333-93445) filed with the Securities and Exchange Commission (the "Rights Offering"). C. During the period when DSI was a wholly owned subsidiary of HTE
Demandstar Com Inc – PROMISSORY NOTE (February 10th, 2000)1 EXHIBIT 10.19 FORM OF PROMISSORY NOTE DATE OF NOTE: ____________, 2000 PRINCIPAL AMOUNT: $17,805,105 MATURITY DATE: ____________, 2000 PAYMENT DATE: Shall be the Date of Note stated above. INTEREST RATE: No interest shall accrue. BORROWER: H.T.E., INC. BORROWER'S ADDRESS: 1000 Business Center Drive, Lake Mary, Florida 32746 LENDER: DEMANDSTAR.COM, INC. LENDER'S ADDRESS: 1551 Sandspur Road, Suite B, Maitland, Florida 32714 FOR VALUE RECEIVED, the Borrower does hereby covenant and promise to pay to the order of the Lender or to its successors and assigns, at the Lender's Address or at such other place as the Lender may designate to the Borrower in writing from time to time, in legal tender of the United States
Demandstar Com Inc – WARRANT AGREEMENT (February 10th, 2000)1 EXHIBIT 4.3 FORM OF WARRANT AGREEMENT To Purchase _________ Shares of Common Stock Dated as of January 1, 2000 DEMANDSTAR.COM, INC. a Florida Corporation Issue Date: January 1, 2000 THIS CERTIFIES THAT, [NAME OF HOLDER] ("Warrant Holder"), with an address at _____________________________________, is entitled, upon the terms and subject to the conditions of this Warrant Agreement (the "Warrant Agreement"), to warrants granting the right to subscribe for and purchase fully-paid and non-assessable shares of common stock, par value $.0001 per share (the "Common Stock"), of DemandStar.com, Inc., a Florida corporation (the "Company"). 1. ISSUANCE OF WARRANTS. On the Issue Date, the Company will issue
Demandstar Com Inc – EMPLOYMENT AGREEMENT (December 22nd, 1999)1 Exhibit 10.10 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of December 1, 1999, by and between INFORMATION ON DEMAND, INC., a Florida corporation (the "Company"), and WILLIAM KNOX NORTH (hereinafter called the "Executive"). R E C I T A L S The Executive and the Company have agreed that the Executive shall be employed by the Company pursuant to the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows: 1. Employment. 1.1 Employment and Term. The Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company on the terms and conditions set forth herein.
Demandstar Com Inc – WARRANT AGREEMENT (December 22nd, 1999)1 EXHIBIT 4.3 FORM OF WARRANT AGREEMENT To Purchase _________ Shares of Common Stock Dated as of December 21, 1999 DEMANDSTAR.COM, INC. a Florida Corporation Issue Date: December 21, 1999 THIS CERTIFIES THAT, [NAME OF HOLDER] ("Warrant Holder"), with an address at _____________________________________, is entitled, upon the terms and subject to the conditions of this Warrant Agreement (the "Warrant Agreement"), to warrants granting the right to subscribe for and purchase fully-paid and non-assessable shares of common stock, par value $.0001 per share (the "Common Stock"), of DemandStar.com, Inc., a Florida corporation (the "Company"). 1. ISSUANCE OF WARRANTS. On the Issue Date, the Company will i
Demandstar Com Inc – FORM OF SERVICES AGREEMENT (December 22nd, 1999)1 EXHIBIT 10.3 FORM OF SERVICES AGREEMENT This SERVICES AGREEMENT ("Agreement") is entered into as of __________, 2000 (the "Effective Date") by and between H.T.E., INC., a Florida corporation ("HTE"), and DEMANDSTAR.COM, INC., a Florida corporation ("DSI"). R E C I T A L S: A. Prior to execution of this Agreement, DSI was a wholly-owned subsidiary of HTE. B. HTE and DSI have commenced on this date a Rights Offering and, as a result of the Rights Offering, DSI expects to become a publicly traded company, with HTE as a significant stockholder. The Rights Offering is more fully described in DSI's registration statement on Form S-1 (Registration No. ) filed with the Securities and Exchange Commission (the "Rights Offering"). C. During the period when DSI was a wholly owned subsidiary of HTE, DSI r
Demandstar Com Inc – INVESTMENT AND DISTRIBUTION AGREEMENT (December 22nd, 1999)1 EXHIBIT 10.2 INVESTMENT AND DISTRIBUTION AGREEMENT This INVESTMENT AND DISTRIBUTION AGREEMENT ("Agreement") is entered into as of December 21, 1999, by and between H.T.E., INC., a Florida corporation ("HTE"), and DemandStar.com, Inc., a Florida corporation ("DSI" or the "Company"). R E C I T A L S: A. HTE, a public company whose common shares are traded on the Nasdaq National Market System, owns 1,250,000 shares of DSI's common stock, $.0001 par value, constituting all of the issued and outstanding common stock of DSI. B. In addition to (i) the consideration contributed to DSI for the DSI common stock owned by HTE, and (ii) the credit facility in the principal amount of $1,750,000 made available by HTE to DSI, which has an available borrowing balance of $1,012,952, HTE will on or before January 31, 2000 have inves
Demandstar Com Inc – EMPLOYMENT AGREEMENT (December 22nd, 1999)1 EXHIBIT 10.9 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of December 17, 1999, by and between INFORMATION ON DEMAND, INC., a Florida corporation (the "Company"), and EDWARD S. JORDAN (hereinafter called the "Executive"). R E C I T A L S The Executive and the Company have agreed that the Executive shall be employed by the Company pursuant to the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows: 1. Employment. 1.1 Employment and Term. The Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company on the terms and conditions set forth herein.
Demandstar Com Inc – ARTICLES OF INCORPORATION (December 22nd, 1999)1 EXHIBIT 3.1 FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF INFORMATION ON DEMAND, INC. (HEREIN AMENDING ITS NAME TO: DEMANDSTAR.COM, INC.) O. F. Ramos, being the President of Information on Demand, Inc., a Florida corporation, hereby certifies that: 1. The name of the corporation is Information on Demand, Inc. The corporation was incorporated as HTE-IOD, Inc. in the State of Florida on June 2, 1999. 2. An amendment to the corporation's Articles of Incorporation was filed on August 23, 1999, changing the corporation's name to Information on Demand, Inc. 3. Pursuant to Sections 607.0704, 607.1003 and 607.1007 of the Florida Business Corporation Act, the text of the A
Demandstar Com Inc – CONSULTING AGREEMENT (December 22nd, 1999)1 EXHIBIT 10.11 CONSULTING AGREEMENT This CONSULTING AGREEMENT dated as of December 15, 1999 (the "Effective Date") between EDWARD MOSES (the "Consultant"), with an address at 1281 Prince Court, Heathrow, Florida 32746 and DEMANDSTAR.COM, INC., a Florida corporation ("DSI"), which has its principal office located at 1551 Sandspur Road, Suite B, Maitland, Florida 32751 R E C I T A L S A. DSI desires to retain Consultant to render consulting services with respect to its Internet business; and B. Consultant is willing to render such services on the terms and conditions hereinafter provided. P R O V I S I O N S NOW, THEREFORE, in consideration of the mutual agreements set forth in this Agreement and for good and valuable consideration, the receipt and sufficiency of which is hereby
Demandstar Com Inc – SPECIAL NOTICE TO HOLDERS OF COMMON STOCK OF H.T.E., INC. OR HOLDERS (December 22nd, 1999)1 EXHIBIT 99.6 FORM OF LETTER TO INTERNATIONAL SHAREHOLDERS SPECIAL NOTICE TO HOLDERS OF COMMON STOCK OF H.T.E., INC. OR HOLDERS OF STOCK OPTIONS OF H.T.E., INC. WHOSE ADDRESSES ARE OUTSIDE THE UNITED STATES Dear Shareholder/Optionholder/Employee: Enclosed you will find materials relating to the offering (the "Rights Offering") by DemandStar.com, Inc. ("DSI"), a wholly-owned subsidiary of H.T.E., Inc. ("HTE"), to (i) holders of record of HTE's common stock as of the close of business ___________, 2000 (the "Record Date"), (ii) holders of HTE stock options as of December 16, 1999 who are also employees or directors of HTE (or a wholly-owned subsidiary) as of ____________, 2000, and (iii) employees of HTE (or a wholly-owned subsidiary) as of _____________, 2000, of non-transferable rights ("Rights") to purchase shares of common stock
Demandstar Com Inc – CONDITIONAL SERIES B STOCK PURCHASE AGREEMENT (December 22nd, 1999)1 EXHIBIT 10.15 CONDITIONAL SERIES B STOCK PURCHASE AGREEMENT THIS CONDITIONAL SERIES B STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of December 21, 1999, by and between DEMANDSTAR.COM, INC., a Florida corporation (the "Company") and H.T.E., INC., a Florida corporation ("HTE"), O.F. RAMOS, L.A. GORNTO, BERNARD B. MARKEY AND EDWARD A. MOSES (HTE and each individual, individually and collectively, the "Purchaser"). W I T N E S S E T H: WHEREAS, the Company proposes to issue rights to purchase its common stock, par value $.0001 per share (the "Common Stock"), pursuant to a registration statement on Form S-1 filed with the Securities and Exchange Commission in December 1999 (the "Rights Offering"); WHEREAS, in the event that at least $5,000,000 in rights (the "Threshold Amount") are not exercised in the aggregate pursuant to the Rig
Demandstar Com Inc – EMPLOYMENT AGREEMENT (December 22nd, 1999)1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of November 1, 1999, by and between INFORMATION ON DEMAND, INC., a Florida corporation (the "Company"), and O. F. RAMOS (hereinafter called the "Executive"). R E C I T A L S The Company and the Executive have agreed that the Executive shall be employed by the Company pursuant to the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows: 1. Employment. 1.1 Employment and Term. The Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company on the terms and conditions set forth herein. This Agreement havin
Demandstar Com Inc – AGREEMENT OF COMMITMENT TO EXERCISE RIGHTS (December 22nd, 1999)1 EXHIBIT 10.17 AGREEMENT OF COMMITMENT TO EXERCISE RIGHTS THIS AGREEMENT is entered into this as of the 21st day of December 1999 by and among DemandStar.com, Inc., a Florida corporation (the "Company") and O. R. Ramos ("Ramos"), L. A. Gornto, Jr. ("Gornto"), Bernard B. Markey ("Markey"), William Knox North ("North"), Edward S. Jordan ("Jordan") and Edward A. Moses ("Moses") (each of Ramos, Gornto, Markey, North, Jordan and Moses a "Purchaser" and collectively the "Purchasers"). RECITALS: WHEREAS, the Company proposes to issue rights to purchase its common stock, par value $.0001 per share (the "Common Stock"), pursuant to a registration statement on Form S-1 filed with the Securities and Exchange Commission in December 1999 (the "Rights Offering"); and WHEREAS, the Company and the Purchasers are entering into this Agreement to
Demandstar Com Inc – NOTICE OF GUARANTEED DELIVERY (December 22nd, 1999)1 EXHIBIT 99.3 FORM OF NOTICE OF GUARANTEED DELIVERY FOR SUBSCRIPTION CERTIFICATES ISSUED BY DEMANDSTAR.COM, INC. ----------------------------------------------------------------------- This form, or one substantially equivalent hereto, must be used to exercise Rights pursuant to the Rights Offering described in the Prospectus dated ____________, 2000 (the "Prospectus"), of DemandStar.com, Inc., a Florida corporation ("DSI"), if a holder of Rights cannot deliver the subscription certificate(s) evidencing the Rights (the "Subscription Certificate(s)") to the Subscription Agent listed below (the "Subscription Agent"), at or prior to 5:00 p.m. Eastern Standard Time, on __________, 2000, unless extended (the "Expiration Time"). Such form must be delivered by hand or sent by facsimile tran
Demandstar Com Inc – EMPLOYMENT AGREEMENT (December 22nd, 1999)1 EXHIBIT 10.8 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of December 15, 1999, by and between INFORMATION ON DEMAND, INC., a Florida corporation (the "Company"), and L.A. GORNTO, JR. (hereinafter called the "Executive"). R E C I T A L S The Company and the Executive have agreed that the Executive shall be employed by the Company pursuant to the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows: 1. Employment. 1.1 Employment and Term. The Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company on the terms and conditions set forth herein. This Agreement having
Demandstar Com Inc – PROMISSORY NOTE (December 22nd, 1999)1 EXHIBIT 10.14 PROMISSORY NOTE DATE OF NOTE: October 31, 1999 PRINCIPAL AMOUNT: ONE MILLION SEVEN HUNDRED FIFTY THOUSAND U.S. DOLLARS AND NO CENTS ($1,750,000.00) MATURITY DATE: October 31, 2004 PAYMENT DATE(S): Shall be the annual anniversary date of the Date of Note, stated above through the Maturity Date. If such annual anniversary date shall fall upon a Saturday, Sunday or nationally recognized holiday, such Payment Date shall be the immediately following working day. INTEREST RATE: Eight Percent (8%) per annum BORROWER:
Demandstar Com Inc – EMPLOYMENT AGREEMENT (December 22nd, 1999)1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of December 15, 1999, by and between INFORMATION ON DEMAND, INC., a Florida corporation (the "Company"), and BERNARD B. MARKEY (hereinafter called the "Executive"). R E C I T A L S The Company and the Executive have agreed that the Executive shall be employed by the Company pursuant to the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows: 1. Employment. 1.1 Employment and Term. The Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company on the terms and conditions set forth herein. This Agreement having
Demandstar Com Inc – FORM OF TAX SHARING AND INDEMNITY AGREEMENT (December 22nd, 1999)1 EXHIBIT 10.4 FORM OF TAX SHARING AND INDEMNITY AGREEMENT This TAX SHARING AND INDEMNITY AGREEMENT (the "Agreement"), dated as of this ___ day of ______, 2000, by and between H.T.E., INC. ("HTE"), a Florida corporation, and DEMANDSTAR.COM, INC.("DSI"), a Florida corporation. R E C I T A L S: A. HTE, a public company, whose common shares are traded on the Nasdaq SmallCap Market, owns 1,250,000 shares of DSI's common stock, par value $.0001 per share, constituting 100% of the issued and outstanding common stock of DSI and 500,000 shares of Series A Preferred Stock. B. HTE is the parent of an affiliated group of corporations, including DSI, that join in filing consolidated federal Tax Returns and certain consolidated, combined or unitary state income Tax Returns; C. HTE owns all of DSI'S Series A preferred s
Demandstar Com Inc – AGREEMENT (December 22nd, 1999)1 EXHIBIT 10.16 AGREEMENT FOR SALE AND PURCHASE OF ASSETS DATED AS OF JUNE 18, 1999 BY AND AMONG INFORMATION ON DEMAND, INC., HTE - IOD, INC. AND RONALD D. BROWN 2 AGREEMENT FOR SALE AND PURCHASE OF ASSETS This AGREEMENT FOR SALE AND PURCHASE OF ASSETS (this "Agreement"), made by and among INFORMATION ON DEMAND, INC., a Florida corporation (hereinafter referred to as "Seller"); HTE-IOD, INC., a Florida corporation (hereinafter referred to as "Buyer"); and RONALD D. BROWN, as the sole shareholder of Seller (hereinafter referred to as "Shareholder"): The undersigned parties her
Demandstar Com Inc – CONSULTING AGREEMENT (December 22nd, 1999)1 EXHIBIT 10.12 CONSULTING AGREEMENT This AGREEMENT ("Agreement") dated as of December 7, 1999 (the "Effective Date") between RONALD D. BROWN (the "Consultant") and Ibis Information Services, Inc. ("Ibis"), both of which with an address at 195 Ibis Road, Longwood, Florida 32779 and INFORMATION ON DEMAND, INC., a Florida corporation ("IOD"), which has its principal office located at 1551 Sandspur Road, Suite B, Maitland, Florida 32751 R E C I T A L S WHEREAS, Consultant entered into an Employment Agreement with IOD as of June 18, 1999 ("Employment Agreement") pursuant to which Consultant was employed as President of IOD; WHEREAS, Consultant informed the Board of Directors of IOD that he wished to voluntarily resign effective December 7, 1999; WHEREAS, the IOD Board of Directors accepted on December 7, 1999, Consul
Demandstar Com Inc – REGISTRATION RIGHTS AGREEMENT (December 22nd, 1999)1 EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 21, 1999, between H.T.E., INC., a Florida corporation ("HTE"), and DEMANDSTAR.COM, INC., a Florida corporation (the "Company"). R E C I T A L S: A. HTE is the record and beneficial owner of 1,250,000 shares of the Company's common stock. B. Pursuant to an Investment and Distribution Agreement of even date herewith between HTE and the Company, HTE has acquired from the Company 500,000 shares of Series A preferred stock. C. Under the Investment and Distribution Agreement the Company is required to enter into this Agreement and to grant to HTE certain registration rights applicable to Registrable Securities (as defined below) held by HTE. NOW, THEREFORE, upon the premi
Demandstar Com Inc – 1999 EMPLOYEE INCENTIVE COMPENSATION PLAN (December 22nd, 1999)1 EXHIBIT 10.1 INFORMATION ON DEMAND, INC. 1999 EMPLOYEE INCENTIVE COMPENSATION PLAN 2 INFORMATION ON DEMAND, INC. 1999 EMPLOYEE INCENTIVE COMPENSATION PLAN 1. Purpose 1 2. Definitions 1 3. Administration 4 (a) Authority of the Committee 4 (b) Manner of Exercise of Committee Authority 5 (c) Limitation of Liability 5 4. Stock
Demandstar Com Inc – INDEMNIFICATION AGREEMENT (December 22nd, 1999)1 EXHIBIT 10.13 FORM OF INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT, effective as of the 15th day of December, 1999 (the "Agreement"), is made and entered into by and between DEMANDSTAR.COM, INC., a Florida corporation (the "Company"), and _______________ (the "Indemnitee"). RECITALS 1. Competent and experienced persons are becoming increasingly reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through liability insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to the corporation; and 2. The current unavailability, inadequacy, and extraordinary cost of adequate insurance and the uncertainties relating to
Demandstar Com Inc – SUBSCRIPTION AGENT AGREEMENT (December 22nd, 1999)1 EXHIBIT 4.4 SUBSCRIPTION AGENT AGREEMENT THIS AGREEMENT is entered into as of _________, 2000 by and between DemandStar.com, Inc., a Florida corporation (the "Company") and Continental Stock Transfer and Trust Company (the "Subscription Agent"). WHEREAS, the Company is a wholly-owned subsidiary of H.T.E., Inc., a Florida corporation ("HTE"); WHEREAS, the Company intends to issue (the "Rights Offering") to (i) holders of HTE's common stock as of _________, 2000 ("Eligible HTE Shareholders"), (ii) holders of HTE stock options as of December 16, 1999 who are also employees or directors of HTE (or a wholly-owned subsidiary) as of ____________, 2000 ("Eligible HTE Optionholders"), and (iii) employees of HTE (or a wholly-owned subsidiary) as of ___________, 2000 ("Eligible HTE Employees" and, collectively with (i) and (ii) above, the "Eligible Rights Holders")
