Exhibit 10.2a AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • March 27th, 2002 • Primal Solutions Inc • Services-prepackaged software
Contract Type FiledMarch 27th, 2002 Company Industry
Exhibit 10.9a FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this "First Amendment") is made this 13th day of June 2001 between Spieker Properties, L.P., a California limited partnership, ("Landlord"), and Primal Solutions, Inc., a Delaware...Lease • March 27th, 2002 • Primal Solutions Inc • Services-prepackaged software
Contract Type FiledMarch 27th, 2002 Company Industry
RECITALSEmployment Agreement • September 25th, 2000 • Primal Solutions Inc
Contract Type FiledSeptember 25th, 2000 Company
PURCHASE AGREEMENTPurchase Agreement • May 1st, 2006 • Primal Solutions Inc • Services-prepackaged software • New York
Contract Type FiledMay 1st, 2006 Company Industry JurisdictionTHIS 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”).
Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of December 31, 2001 by Primal Solutions, Inc., a Delaware corporation (the "Employer"), and David Haynes, an individual resident in Irvine, California (the...Employment Agreement • March 27th, 2002 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledMarch 27th, 2002 Company Industry Jurisdiction
EXIHIBT 10.8 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (this "Agreement") is made as of December *1* , 2001 by and between Primal Solutions, Inc., a Delaware corporation, -- -- and *2* (the "Executive"). ---- ----Change of Control Agreement • March 27th, 2002 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledMarch 27th, 2002 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2006 • Primal Solutions Inc • Services-prepackaged software • New York
Contract Type FiledApril 4th, 2006 Company Industry JurisdictionThis 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”).
RECITALSEmployment Agreement • March 27th, 2002 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledMarch 27th, 2002 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2004 • Primal Solutions Inc • Services-prepackaged software • New York
Contract Type FiledJune 18th, 2004 Company Industry JurisdictionThis 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 AGREEMENTChange of Control Agreement • April 17th, 2006 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledApril 17th, 2006 Company Industry JurisdictionThis 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 AGREEMENTRegistration Rights Agreement • June 18th, 2004 • Primal Solutions Inc • Services-prepackaged software • New York
Contract Type FiledJune 18th, 2004 Company Industry JurisdictionThis 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 RIGHTSAsset Purchase Agreement • January 20th, 2009 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledJanuary 20th, 2009 Company Industry JurisdictionTHIS 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”).
EXIHIBT 10.8 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (this "Agreement") is made as of December __*1*__, 2001 by and between Primal Solutions, Inc., a Delaware corporation, and _____*2*_____ (the "Executive").Change of Control Agreement • May 14th, 2002 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledMay 14th, 2002 Company Industry Jurisdiction
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • April 2nd, 2007 • Primal Solutions Inc • Services-prepackaged software • New York
Contract Type FiledApril 2nd, 2007 Company Industry JurisdictionSUBORDINATION 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 SUBLEASEConsent Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software
Contract Type FiledJuly 30th, 2004 Company IndustryTHIS 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
Company FiledAugust 14th, 2003 Industry Jurisdiction
SETTLEMENT AND MUTUAL RELEASE AGREEMENTSettlement and Mutual Release Agreement • April 15th, 2008 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledApril 15th, 2008 Company Industry JurisdictionThis 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 AGREEMENTEmployment Agreement • March 28th, 2003 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledMarch 28th, 2003 Company Industry JurisdictionThis 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 LeasePrimal Solutions Inc • July 30th, 2004 • Services-prepackaged software
Company FiledJuly 30th, 2004 IndustryFor 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 RELEASETransition Agreement and General Release • March 28th, 2003 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledMarch 28th, 2003 Company Industry JurisdictionThis 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 AGREEMENTChange in Terms Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software
Contract Type FiledJuly 30th, 2004 Company IndustryCONTINUING 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
Exhibit 10.12 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this "Agreement") is made and entered into as of April 25, 2001, by and between Primal Solutions, Inc., a Delaware corporation (the "Company"), and Louis A. Delmonico (the...12 Indemnification Agreement • March 27th, 2002 • Primal Solutions Inc • Services-prepackaged software
Contract Type FiledMarch 27th, 2002 Company Industry
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2006 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledApril 17th, 2006 Company Industry JurisdictionThis 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
Contract Type FiledMarch 31st, 2005 Company Industry JurisdictionTHIS 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
Company FiledApril 2nd, 2007 Industry JurisdictionWHEREAS, 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 AGREEMENTEmployment Agreement • November 14th, 2007 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledNovember 14th, 2007 Company Industry JurisdictionThis 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 AGREEMENTSecurity Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledJuly 30th, 2004 Company Industry JurisdictionTHIS 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
Company FiledMarch 30th, 2004 Industry JurisdictionTHIS 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 SUBLEASEAgreement of Sublease • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledJuly 30th, 2004 Company Industry JurisdictionTHIS 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 RichardsonPrimal Solutions Inc • March 31st, 2005 • Services-prepackaged software
Company FiledMarch 31st, 2005 Industry
Consolidation AgreementEscrow Agreement • March 28th, 2003 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledMarch 28th, 2003 Company Industry JurisdictionThis 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 PLANNon-Statutory Stock Option Agreement • August 15th, 2006 • Primal Solutions Inc • Services-prepackaged software • Delaware
Contract Type FiledAugust 15th, 2006 Company Industry JurisdictionTHIS 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
Contract Type FiledApril 15th, 2008 Company Industry JurisdictionTHIS 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”).
ContractSettlement Agreement • April 15th, 2008 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledApril 15th, 2008 Company Industry Jurisdiction
SUBORDINATION AGREEMENTSubordination Agreement • July 30th, 2004 • Primal Solutions Inc • Services-prepackaged software • California
Contract Type FiledJuly 30th, 2004 Company Industry JurisdictionTHIS 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”).