Primal Solutions Inc Sample Contracts

Exhibit 10.2a AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 27th, 2002 • Primal Solutions Inc • Services-prepackaged software
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RECITALS
Employment Agreement • September 25th, 2000 • Primal Solutions Inc
PURCHASE AGREEMENT
Purchase Agreement • May 1st, 2006 • Primal Solutions Inc • Services-prepackaged software • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 27th day of April, 2006 by and among Primal Solutions, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2006 • Primal Solutions Inc • Services-prepackaged software • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 31st day of March, 2006 by and among Primal Solutions, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company, Wireless Billing Systems, a California corporation (“WBS”), and the Investors (the “Purchase Agreement”).

RECITALS
Employment Agreement • March 27th, 2002 • Primal Solutions Inc • Services-prepackaged software • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 18th, 2004 • Primal Solutions Inc • Services-prepackaged software • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 8th day of June, 2004 by and among Primal Solutions, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • April 17th, 2006 • Primal Solutions Inc • Services-prepackaged software • California

This Amended and Restated Change of Control Agreement (this “Agreement”) is made effective as of December 16, 2005 by and between Primal Solutions, Inc., a Delaware corporation (the “Company”), and William C. Bousema (the “Executive”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 18th, 2004 • Primal Solutions Inc • Services-prepackaged software • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 8th day of June, 2004 by and among Primal Solutions, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

ASSIGNMENT OF ROYALTIES AND RIGHTS
Asset Purchase Agreement • January 20th, 2009 • Primal Solutions Inc • Services-prepackaged software • California

THIS ASSIGNMENT OF ROYALTIES AND RIGHTS (this “Assignment”) is dated as of January 15, 2009, and is entered into by PRIMAL SOLUTIONS, INC., a Delaware corporation with an address at 19732 MacArthur Boulevard, Suite 100, Irvine, California 92612 (“Primal”), and WIRELESS BILLING SYSTEMS, a California corporation with an address at 19732 MacArthur Boulevard, Suite 100, Irvine, California 92612 (“WBS”; Primal and WBS hereinafter collectively “Assignor”), in favor of the parties indicating their acceptance below, each with an address at 527 Madison Avenue, Suite 2600, New York, New York 10022 (collectively “Assignee”).

AMENDED AND RESTATED SUBORDINATION AGREEMENT
Subordination Agreement • April 2nd, 2007 • Primal Solutions Inc • Services-prepackaged software • New York

SUBORDINATION AGREEMENT, dated as of March 31, 2006 (as amended and restated as of March 29, 2007), by and among Lightbridge, Inc., a Delaware corporation and the successor by merger to Corsair Communications, Inc. (a “ Subordinated Lender”; collectively, together with any other holders from time to time of the Subordinated Obligations, the “ Subordinated Lenders”), Wireless Billing Systems, a California corporation (together with its successors and assigns, the “ Borrower”), Primal Solutions, Inc., a Delaware corporation (“ Primal”) and the “Investors” named in that certain Purchase Agreement by and among the Borrower and the Investors (the “ Purchase Agreement”) (together with their respective successors and assigns, collectively, the “ Senior Lender”).

LANDLORD CONSENT TO SUBLEASE
Consent Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software

THIS LANDLORD CONSENT TO SUBLEASE (“Consent Agreement”) is entered into as of the 27th day of February, 2004, by and among CA-TOWER 17 LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), LIGHTBRIDGE, INC., a Delaware corporation (“Sublandlord”), and PRIMAL SOLUTIONS, INC., a Delaware corporation (“Subtenant”).

GUARANTY DATED as of December 27, 2002 by PRIMAL SOLUTIONS, INC. in favor of LIGHTBRIDGE, INC.
Primal Solutions Inc • August 14th, 2003 • Services-prepackaged software • California
SETTLEMENT AND MUTUAL RELEASE AGREEMENT
Settlement and Mutual Release Agreement • April 15th, 2008 • Primal Solutions Inc • Services-prepackaged software • California

This SETTLEMENT AND MUTUAL GENERAL RELEASE AGREEMENT (“Agreement”) is entered into by and among Wireless Billing Systems, a California corporation (hereafter referred to as “Wireless”), Primal Solutions, Inc., a Delaware corporation (hereafter referred to as “Primal”), and CyberSource Corporation (hereafter referred to as “CyberSource”), a Delaware corporation and the successor by merger to Authorize.Net Holdings, Inc. (hereafter referred to as “Authorize.Net”), a Delaware corporation formerly known as Lightbridge, Inc. (hereafter referred to as “Lightbridge”), a Delaware corporation, and the successor by merger to Corsair Communications, Inc. (hereafter referred to as “Corsair”). Wireless and Primal are collectively the “Primal Parties” and are each a “Primal Party”, and CyberSource on behalf of itself as well as its predecessors Authorize.Net, Lightbridge, and Corsair are collectively the “CyberSource Parties” and each is a “CyberSource Party.” Each of the Primal Parties and the Cybe

EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2003 • Primal Solutions Inc • Services-prepackaged software • California

This Employment Agreement (this "Agreement") is made as of January 28, 2003 by Primal Solutions, Inc., a Delaware corporation (the "Employer"), and Joseph R. Simrell, an individual resident in Coto de Caza, California (the "Executive").

ASSIGNMENT, ASSUMPTION AND CONSENT Assignment of Lease
Primal Solutions Inc • July 30th, 2004 • Services-prepackaged software

For valuable consideration, the receipt of which is hereby acknowledged, the undersigned Corsair Communications, Inc., a Delaware corporation (“Assignor”), hereby assigns and transfers to Lightbridge, Inc., a Delaware corporation (“Assignee”), all of its right, title and interest in and to that certain Lease dated December 21, 1995, by and between Spieker Properties, L.P., a California limited partnership successor in interest to McDonnell Douglas Realty Company, a California corporation, and Corsair Communications, a Delaware corporation successor in interest to Subscribing Computing, Inc., a California corporation as amended by the First Amendment dated May 16, 1998 and the Lease dated October 31, 2000 (the “Lease”) by and between SPIEKER PROPERTIES, L.P., a California limited partnership (“Landlord”), as Landlord, and Assignor, as Tenant, leasing those certain premises described as approximately 13,680 rentable square feet located on the 10th floor, Suite 1000 and Suite 1050. Assign

EMPLOYMENT TRANSITION AGREEMENT AND GENERAL RELEASE
Transition Agreement and General Release • March 28th, 2003 • Primal Solutions Inc • Services-prepackaged software • California

This Employment Transition Agreement and General Release ("Agreement") is made as of January 27, 2003 by Primal Solutions, Inc. (the "Employer") and William Salway (the "Executive"). The Employer and the Executive are collectively called the "Parties."

CHANGE IN TERMS AGREEMENT
Change in Terms Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation

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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 17th, 2006 • Primal Solutions Inc • Services-prepackaged software • California

This Second Amended and Restated Employment Agreement (this “Agreement”) is made effective as of December 16, 2005 by and between Primal Solutions, Inc., a Delaware corporation (the “Employer”), and Joseph R. Simrell, an individual resident in Coto de Caza, California (the “Executive”).

SOFTWARE LICENSE AND SERVICES AGREEMENT [DOMESTIC]
Software License and Services Agreement • March 31st, 2005 • Primal Solutions Inc • Services-prepackaged software • California

THIS SOFTWARE LICENSE AND SERVICES AGREEMENT (“Agreement”) is made and entered into as of [DATE] (the “Effective Date”), by and between Primal Solutions, Inc., a Delaware corporation, with its principal place of business at 18881 Von Karman Avenue, Suite 500, Irvine, California 92612 (“Primal”), and [COMPANY NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Company”).

THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH BY AND AMONG THE MAKER, THE HOLDER AND OTHERS, AND IS SUBORDINATED AS PROVIDED THEREIN. A COPY OF THE SUBORDINATION AGREEMENT IS ON FILE AT THE...
Primal Solutions Inc • April 2nd, 2007 • Services-prepackaged software • California

WHEREAS, Wireless Billing executed that certain Note Agreement dated as of January 1, 2001 (the “Note Agreement”), and that certain Amended and Restated Secured Promissory Note on January 1, 2001, in the principal amount of One Million Six Hundred Ninety-Six Thousand Three Hundred Ninety-Four Dollars and Eighteen Cents ($1,696,394.18) in favor of Corsair (together, the “January 2001 Amended Note”); and

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2007 • Primal Solutions Inc • Services-prepackaged software • California

This Third Amended and Restated Employment Agreement (this “Agreement”) is made effective as of November 13, 2007 by and between Primal Solutions, Inc., a Delaware corporation (the “Employer”), and Joseph R. Simrell, an individual resident in Coto de Caza, California (the “Executive”).

COMMERCIAL SECURITY AGREEMENT
Security Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software • California

THIS COMMERCIAL SECURITY AGREEMENT dated April 8, 2002, is made and executed among WIRELESS BILLING SYSTEMS (“Grantor”); PRIMAL SOLUTIONS, INC.; and WIRELESS BILLING SYSTEMS (“Borrower”); and SUNWEST BANK (“Lender”).

CONFIRMATION OF GUARANTY BY PRIMAL SOLUTIONS, INC.
Primal Solutions Inc • March 30th, 2004 • Services-prepackaged software • California

THIS CONFIRMATION OF GUARANTY (this "Agreement") is given on this 27th day of March 2004 by PRIMAL SOLUTIONS, INC. ("Guarantor"), to Lightbridge, Inc. ("Beneficiary").

AGREEMENT OF SUBLEASE
Agreement of Sublease • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software • California

THIS AGREEMENT OF SUBLEASE (this “Sublease”), is dated as of the day of January, 2004, between Lightbridgc, Inc., a Delaware corporation (“Sublandlord”), and Primal Solutions, Inc., a Delaware corporation having an office at 18881 Von Karman Avenue, Suite 500, Irvine, CA 92612, as subtenant (“Subtenant”).

March 25, 2005 Mr. Bob Richardson
Primal Solutions Inc • March 31st, 2005 • Services-prepackaged software
Consolidation Agreement
Escrow Agreement • March 28th, 2003 • Primal Solutions Inc • Services-prepackaged software • California

This Agreement, dated as of December 30, 2002 by and between Wireless Billing Systems d.b.a. Primal Billing Solutions ("PBS") and Metrocall, Inc. ("MCLL"), hereinafter known as the "Consolidation Agreement." This Consolidation Agreement replaces any former Consolidation or Program Agreements.

NON-STATUTORY STOCK OPTION AGREEMENT PRIMAL SOLUTIONS, INC. 2006 STOCK OPTION PLAN
Non-Statutory Stock Option Agreement • August 15th, 2006 • Primal Solutions Inc • Services-prepackaged software • Delaware

THIS NON-STATUTORY STOCK OPTION AGREEMENT (the “Agreement”) is effective this day of , , between PRIMAL SOLUTIONS, INC., a Delaware corporation (the “Company”), and , an employee of the Company or one or more of its Subsidiaries (“Optionee”). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Primal Solutions, Inc. 2006 Stock Option Plan (the “Plan”).

MASTER SOFTWARE LICENSE AGREEMENT (Monthly)
Master Software License Agreement • April 15th, 2008 • Primal Solutions Inc • Services-prepackaged software • California

THIS MASTER SOFTWARE LICENSE AGREEMENT (“Agreement”) is made and entered into as of December 11, 2002 (the “Effective Date”), by and between Primal Solutions, Inc., a Delaware corporation, with its principal place of business located at 18881 Von Karman Avenue, Suite 500, Irvine, California 92612 (“Primal”), and Time Warner Cable Information Services (Maine), LLC, a Limited Liability Company organized under the laws of the State of Delaware with its principle place of business located at 290 Harbor Drive, Stamford, CT 06902 (“Licensee”).

Contract
Settlement Agreement • April 15th, 2008 • Primal Solutions Inc • Services-prepackaged software • California
SUBORDINATION AGREEMENT
Subordination Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software • California

THIS SUBORDINATION AGREEMENT dated April 8, 2002, is made and executed among WIRELESS BILLING SYSTEMS, 18881 VON KARMAN, SUITE 450, IRVINE, CA 92612 (“Borrower”); CORSAIR COMMUNICATION, INC. (“Creditor”); and SUNWEST BANK, Commercial Banking Department, 17542 EAST 17th STREET, TUSTIN, CA 92780 (“Lender”).

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