Warrant AgreementWarrant Agreement • April 9th, 2001 • SCP Private Equity Partners Ii Lp • Services-prepackaged software • Delaware
August 29, 2001 SCP Private Equity Partners II, L.P. Building 300 435 Devon Park Drive Wayne, PA 19087-1993 Attn: Wayne Weisman Re: Breakaway Solutions, Inc. ------------------------- Gentlemen and Ladies: By this Letter Agreement, ICG Holdings, Inc.,...Letter Agreement • September 5th, 2001 • SCP Private Equity Partners Ii Lp • Services-business services, nec
EXHIBIT 2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this 29th day of August, 2001, by and between SCP PRIVATE EQUITY PARTNERS II, L.P., a Delaware limited partnership ("SCP"), ICG HOLDINGS,...Indemnification Agreement • September 5th, 2001 • SCP Private Equity Partners Ii Lp • Services-business services, nec • Pennsylvania
JOINT FILING AGREEMENTJoint Filing Agreement • August 8th, 2001 • SCP Private Equity Partners Ii Lp • Textile mill products
The undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the securities of Breakaway Solutions, Inc., and further agree that this Agreement shall be included as an Exhibit to such filings.
RECITALSRegistration Rights Agreement • September 12th, 2003 • SCP Private Equity Partners Ii Lp • Services-computer integrated systems design • Delaware
WITNESSETH:Assignment Agreement • October 3rd, 2002 • SCP Private Equity Partners Ii Lp • Services-prepackaged software • Pennsylvania
EXHIBIT 1 FIRST AMENDMENT TO THE SERIES C PREFERRED STOCK PURCHASE AGREEMENT THIS FIRST AMENDMENT TO THE SERIES C PREFERRED STOCK PURCHASE AGREEMENT is made as of the 31st day of December, 2001, by and among USDATA Corporation, a Delaware corporation...Preferred Stock Purchase Agreement • May 10th, 2002 • SCP Private Equity Partners Ii Lp • Services-prepackaged software • Delaware
EXHIBIT 1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 18th, 2003 • SCP Private Equity Partners Ii Lp • Radio & tv broadcasting & communications equipment • Delaware
ARTICLE 1 THE SECURITIESStock Purchase Agreement • October 3rd, 2002 • SCP Private Equity Partners Ii Lp • Services-prepackaged software • Pennsylvania
AGREEMENT ---------Investors' Rights Agreement • April 9th, 2001 • SCP Private Equity Partners Ii Lp • Services-prepackaged software • Delaware
EXHIBIT 4 CLOSING AGREEMENT The undersigned are parties to the certain Series A Preferred Stock Purchase Agreement dated as of February 16, 2001 ("Purchase Agreement"). This Closing Agreement ("Agreement") sets forth certain terms under which the...Closing Agreement • April 16th, 2001 • SCP Private Equity Partners Ii Lp • Services-business services, nec
WHEREAS, SCP has agreed to purchase from USDATA Corporation (the "Company"), and the Company has agreed to issue and sell to SCP, shares of the ------- Company's Series C-1 Preferred Stock , $0.01 per share ("Series C-1 Stock"), and ----------------...Right of First Refusal Agreement • April 9th, 2001 • SCP Private Equity Partners Ii Lp • Services-prepackaged software • Delaware
RECITALSSCP Private Equity Partners Ii Lp • September 12th, 2003 • Services-computer integrated systems design • California
JOINT FILING AGREEMENTJoint Filing Agreement • September 12th, 2003 • SCP Private Equity Partners Ii Lp • Services-computer integrated systems design
The undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the securities of INSCI Corp., and further agree that this Agreement shall be included as an Exhibit to such filings.
September 4, 2003 INSCI Corp. Two Westborough Business Park 200 Friberg Parkway, Suite 2000 Westborough, MA 01581 Attn: Mr. Henry F. Nelson, President and Chief Executive Officer Selway Partners, LLC Selway Management, Inc. 52 Forest Avenue Paramus,...SCP Private Equity Partners Ii Lp • September 12th, 2003 • Services-computer integrated systems design
This letter agreement confirms our agreement that following the closing of the transactions contemplated by the Series C Convertible Preferred Stock Purchase Agreement of even date herewith (the "Purchase Agreement"), by and among SCP Private Equity Partner II, L.P. ("SCP") and INSCI Corp. (the "Company"), the Company, Selway Partners, LLC, Selway Management, Inc. and CIP Capital L.P. will take all reasonable action to amend (a) the Certificate of Designations, Number, Powers, Conversion Rights, Preferences and Relative, Participating, Optional, and Other Special Rights and Qualifications, Limitations and Restrictions of Series A Convertible Preferred Stock (the "Series A Designation") and other related documents to change the conversion price of the Series A Preferred Convertible Preferred Stock to $0.11; (b) the Certificate of Designations, Number, Powers, Conversion Rights, Preferences and Relative, Participating, Optional, and Other Special Rights and Qualifications, Limitations an
SCP EQUITY PARTNERS II, L.P. Building 300 435 Devon Park Drive Wayne, PA 19087 As of February 16, 2001 ICG Holdings, Inc. Pencador Corporate Center 100 Lake Drive, Suite 4 Newark, DE 19742 Attention: Henry Nassau Breakaway Solutions, Inc. 3 Clock...Preferred Stock Purchase Agreement • February 26th, 2001 • SCP Private Equity Partners Ii Lp • Services-business services, nec
ARTICLE 1 THE SHARESStock Purchase Agreement • October 3rd, 2002 • SCP Private Equity Partners Ii Lp • Services-prepackaged software • Pennsylvania
EXHIBIT 5 JOINT FILING AGREEMENT The undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the securities of Breakaway Solutions, Inc., and further agree that this...Joint Filing Agreement • February 26th, 2001 • SCP Private Equity Partners Ii Lp • Services-business services, nec
The undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the securities of Breakaway Solutions, Inc., and further agree that this Agreement shall be included as an Exhibit to such filings.
BACKGROUNDRights Agreement • January 17th, 2003 • SCP Private Equity Partners Ii Lp • Services-prepackaged software
EXHIBIT 3 GUARANTEE ISSUANCE AGREEMENT THIS GUARANTEE ISSUANCE AGREEMENT (this "Agreement") is made and entered into this 3rd day of July, 2001, by and among BREAKAWAY SOLUTIONS, INC., a Delaware corporation (the "Company"), and SCP PRIVATE EQUITY...Guarantee Issuance Agreement • August 8th, 2001 • SCP Private Equity Partners Ii Lp • Textile mill products • Pennsylvania
SCP EQUITY PARTNERS II, L.P. Building 300 435 Devon Park Drive Wayne, PA 19087SCP Private Equity Partners Ii Lp • February 26th, 2001 • Services-business services, nec
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 5th, 2003 • SCP Private Equity Partners Ii Lp • Services-prepackaged software • Delaware
This Share Purchase Agreement (hereinafter the “Agreement”) is made as of July 29, 2003, by and between Tecnomatix Technologies Ltd., a company incorporated under the laws of Israel (the “Company”) and SCP Private Equity Partners II, L.P., a Delaware limited partnership (“Purchaser”).
WHEREAS, the Corporation plans to issue and sell up to 75,000 shares of the Parent's Series C-1 Preferred Stock, par value $0.01 per share ("Series ------ C-1 Stock"), to SCP at a purchase price of $40.00 per share and to issue to SCP --------- a...Preferred Stock Purchase Agreement • April 9th, 2001 • SCP Private Equity Partners Ii Lp • Services-prepackaged software
SECOND AMENDED AND RESTATED AGREEMENT AMONG SERIES E, SERIES F AND SERIES G PREFERRED STOCKHOLDERS AND SENIOR REGISTRATION RIGHTS AGREEMENTAgreement • August 18th, 2003 • SCP Private Equity Partners Ii Lp • Radio & tv broadcasting & communications equipment
This Second Amended and Restated Agreement Among Series E, Series F and Series G Preferred Stockholders and Senior Registration Rights Agreement (this “Agreement”) which amends and restates the Amended and Restated Agreement among Series E and Series F Preferred Stockholders and Senior Registration Rights Agreement, dated as of August 28, 1998, as amended as of June 11, 1999 (the “Restated Agreement”) by and among AirNet Communications Corporation, a Delaware corporation (the “Company”), Harris Corporation, a Delaware corporation (“Harris Corporation”), Tandem PCS Investments, L.P., a Delaware limited partnership (“Tandem”), Adams Capital Management, L.P. (“Adams”), SCP Private Equity Partners, L.P. (“SCP”), HVFM-I, L.P. (“HVFM”), APA Excelsior III, L.P. (“APA”) and such other purchasers identified therein (Tandem, Adams, SCP, HVFM, APA and such other Purchasers are collectively, “Purchasers”), the Series E Preferred Stockholders listed on Exhibit A hereto (the “Series E Investors”), t
STOCKHOLDER UNDERTAKINGSCP Private Equity Partners Ii Lp • August 5th, 2003 • Services-prepackaged software • Delaware
This Stockholder Undertaking (the “Undertaking”) dated as of July 29, 2003 is made and given by SCP Private Equity Partners II, L.P. (“Stockholder”) in favor of and for the benefit of Tecnomatix Technologies Ltd., a company incorporated in Israel (“Tecnomatix”).
Waiver of Certain Voting Rights for Preferred StockSCP Private Equity Partners Ii Lp • May 10th, 2002 • Services-prepackaged software • Pennsylvania
EXHIBIT 1 SERIES C PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES C PREFERRED STOCK PURCHASE AGREEMENT is made as of the 14th day of January, 2003, by and among USDATA Corporation, a Delaware corporation (the "Company") and SCP Private Equity Partners...Series C Preferred Stock Purchase Agreement • January 17th, 2003 • SCP Private Equity Partners Ii Lp • Services-prepackaged software • Delaware
September 4, 2003 INSCI Corp. Two Westborough Business Park 200 Friberg Parkway, Suite 2000 Westborough, MA 01581 Attn: Mr. Henry F. Nelson, President and Chief Executive Officer This will confirm our agreement that following the closing of the...SCP Private Equity Partners Ii Lp • September 12th, 2003 • Services-computer integrated systems design
This will confirm our agreement that following the closing of the transactions contemplated by the Series C Convertible Preferred Stock Purchase Agreement (the "Purchase Agreement"), by and among, inter alia, SCP Private Equity Partners II, L.P. ("SCP") and INSCI Corp. ("Insci"):
EXHIBIT 1 SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT is made as of the 4th day of September, 2003, by and among INSCI Corp., a Delaware corporation (the "Company") and SCP...Series C Convertible Preferred Stock Purchase Agreement • September 12th, 2003 • SCP Private Equity Partners Ii Lp • Services-computer integrated systems design • Delaware
DRAFT VOTING AGREEMENTDraft Voting Agreement • June 18th, 2003 • SCP Private Equity Partners Ii Lp • Radio & tv broadcasting & communications equipment • Delaware
