Exhibit 2.2 VOTING AGREEMENT ---------------- VOTING AGREEMENT, dated as of April 12, 2004 (this "Agreement"), by and among Pitney Bowes Inc., a Delaware corporation ("Parent"), Germanium Acquisition Corporation, a Delaware corporation and a...Voting Agreement • April 13th, 2004 • Group 1 Software Inc • Services-prepackaged software • Delaware
BY AND AMONGAgreement and Plan of Merger • April 13th, 2004 • Group 1 Software Inc • Services-prepackaged software • Delaware
RECITALSAsset Purchase Agreement • August 5th, 2003 • Group 1 Software Inc • Services-prepackaged software • New York
AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment"), dated as of July 31, 2003, to the Asset Purchase Agreement (the "Agreement"), dated as of April 15, 2003, by and between Group 1 Software, Inc., a Delaware corporation ("Purchaser") and Sagent Technology, Inc., a Delaware corporation ("Seller").
RECITALSSecurity Agreement • April 17th, 2003 • Group 1 Software Inc • Services-prepackaged software • California
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • April 13th, 2004 • Group 1 Software Inc • Services-prepackaged software • New York
RECITALSNote Purchase Agreement • August 5th, 2003 • Group 1 Software Inc • Services-prepackaged software • California
EXHIBIT 10.4 PLEDGE AGREEMENT ---------------- PLEDGE AGREEMENT, dated as of April 15, 2003 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), made by Sagent Technology, Inc., a Delaware corporation with...Pledge Agreement • April 17th, 2003 • Group 1 Software Inc • Services-prepackaged software • California
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 1998 • Comnet Corp • Services-prepackaged software
1 EXHIBIT 10.56 AGREEMENT FOR PURCHASE AND SALE OF SECURITIES THIS AGREEMENT FOR PURCHASE AND SALE OF SECURITIES (the "Agreement") is made and entered into this 24th day of September, 1998, by and between Merck-Medco Managed Care, LLC, a Delaware...Agreement for Purchase and Sale • July 2nd, 1999 • Group 1 Software Inc • Services-prepackaged software • Delaware
1 EXHIBIT 10.57 SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT This SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT (the "SIXTH Amendment") is made and entered into as of April 1, 1996, by and between Group 1 Software, Inc., a Delaware corporation ("Company") and...Employment Agreement • November 15th, 1999 • Group 1 Software Inc • Services-prepackaged software
1 EXHIBIT (4.16) STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • August 19th, 1999 • Group 1 Software Inc • Services-prepackaged software • New York
1 EXHIBIT 10.58 SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT THIS SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT (the "Seventh Amendment") is made and entered into as of April 1, 1999, by and between Group 1 Software, Inc., a Delaware corporation ("Company")...Employment Agreement • November 15th, 1999 • Group 1 Software Inc • Services-prepackaged software
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT by and between GROUP 1 SOFTWARE, INC.Asset Purchase Agreement • April 17th, 2003 • Group 1 Software Inc • Services-prepackaged software • New York
AGREEMENT FOR PURCHASE AND SALE OF ASSETS THIS AGREEMENT FOR PURCHASE AND SALE OF ASSETS (the "Agreement") is made and entered into effective as of the 4th day of September, 1997 ("the date of this Agreement"), by and between Intertrak Corporation, a...Agreement for Purchase and Sale • June 29th, 1998 • Comnet Corp • Services-prepackaged software • Maryland
ContractAgreement for Purchase and Sale • June 28th, 2002 • Group 1 Software Inc • Services-prepackaged software • Maryland
EXHIBIT 10.20 AGREEMENT FOR PURCHASE AND SALE OF ASSETS THIS AGREEMENT FOR PURCHASE AND SALE OF ASSETS (the “Agreement”) is made and entered into this __ day of December, 2001, by and between Vision-R eTechnologies, Inc., an Ontario provincial corporation (“Vision-R”) and Group 1 Software, Inc., a Delaware corporation (“Group 1”), regarding the acquisition by Group 1 of certain of the assets of Vision-R and other transactions described below. In consideration of the premises and the mutual promises, representations, warranties and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Vision-R and Group 1 intending to be legally bound hereby agree as follows: 1. The Assets. a) Group 1 shall acquire at Closing sole and exclusive right, title and interest, free and clear of any and all claims, liens, encumbrances, security interests, pledges or any other clouds on title of any nature whatsoever, to all
1 EXHIBIT 4.16 STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • November 15th, 1999 • Group 1 Software Inc • Services-prepackaged software • New York
ContractAgreement • June 29th, 2001 • Group 1 Software Inc • Services-prepackaged software
Exhibit 10.18 SIXTH AMENDMENT TO LEASE 1. PARTIES 1.1 THIS AGREEMENT made the 27th day of March, 2001 is between MACK-CALI REALTY L.P. (“Landlord”) whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and GROUP 1 SOFTWARE, INC. (“Tenant”), whose address is 4200 Parliament Place, Lanham, Maryland. 2. STATEMENT OF FACTS 2.1 Landlord’s predecessor in interest, Route 50 Limited Partnership and Comnet Corporation previously entered into a Lease dated September 25, 1992, as amended by First Amendment to Lease dated February 26, 1993, Second Amendment to Lease dated April 28, 1993, Third Amendment to Lease dated February 13, 1996, Fourth Amendment to Lease dated April 7, 1997 and Fifth Amendment to Lease dated June 14, 2000 (hereinafter collectively referred to as the “Lease”) covering approximately 54,566 gross rentable square feet on the fourth (4th), fifth (5th) and sixth (6th) floors (hereinafter referred to as the “Existing Premises’) in the
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • June 30th, 2003 • Group 1 Software Inc • Services-prepackaged software • Delaware
THIS AGREEMENT is entered into as of the _________ day of ______, 2003 by and between Group 1 Software, Inc., a Delaware corporation (the “Company ”), and _______________ (“Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2004 • Group 1 Software Inc • Services-prepackaged software • Maryland
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of April 1, 2003, by and between Group 1 Software, Inc. (f/k/a COMNET Corporation), a Delaware corporation (“Group 1” or the “Company”), and ROBERT S. BOWEN (“Bowen”).
AGREEMENT FOR PURCHASE AND SALE OF ASSETS BY AND BETWEEN TRISENSE SOFTWARE, LTD. AND GROUP 1 SOFTWARE, INC. DATED APRIL 30, 2001Agreement for Purchase and Sale • May 14th, 2001 • Group 1 Software Inc • Services-prepackaged software • Maryland
AGREEMENT FOR PURCHASE AND SALE OF ASSETS THIS AGREEMENT FOR PURCHASE AND SALE OF ASSETS (the “Agreement”) is made and entered into this __ day of April, 2001, by and between TRISENSE Software, Ltd., a Minnesota corporation (“TriSense”) and Group 1 Software, Inc., a Delaware corporation (“Group 1”), regarding the acquisition by Group 1 of all of the assets and the assumption of identified liabilities of TriSense and other transactions described below. In consideration of the premises and the mutual promises, representations, warranties and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TriSense and Group 1 intending to be legally bound hereby agree as follows: 1. ACQUISITION OF THE ASSETS (a) Subject to the terms and conditions of this Agreement, Group 1 shall acquire at Closing (as defined below) and Trisense shall sell to Group 1, all of TriSense’s right, title and interest, and with respect
ContractAgreement for Purchase and Sale • May 25th, 2001 • Group 1 Software Inc • Services-prepackaged software
ContractLetter of Agreement • November 6th, 2001 • Group 1 Software Inc • Services-prepackaged software
Exhibit 99.2 LETTER OF AGREEMENT This Letter of Agreement is entered into this ___ day of October, 2001, by and between Vision-R eTechnologies, Inc., a Canadian corporation (“Vision-R”), and Group 1 Software, Inc., a Delaware corporation (“Group 1”), regarding the proposed acquisition by Group 1 of certain assets of Vision-R and other transactions described below (collectively, the “Transactions”). This Letter of Agreement has been prepared and executed as a binding agreement, and enforceable in accordance with its terms with respect to the subject matter herein as to Vision-R upon execution and delivery of it, and as to Group 1 upon its execution and delivery and the approval of this Letter of Agreement by Group 1’s Board of Directors if Group 1 considers it necessary. In consideration of the foregoing recitals, the mutual covenants contained herein, and for other consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties, intending to be lega
Exhibit 10.10 October 1, 2003Group 1 Software Inc • October 15th, 2003 • Services-prepackaged software • New York
Exhibit 10.59Employment Agreement • August 14th, 2000 • Group 1 Software Inc • Services-prepackaged software • Maryland
Contract19 Agreement • June 29th, 2001 • Group 1 Software Inc • Services-prepackaged software • Maryland
Exhibit 10.19 AGREEMENT This AGREEMENT is made this __ day of May, 2001, by and between Group 1 Software, Inc., a Delaware corporation (the “Company”) and Mr. Ronald F. Friedman (“Mr. Friedman”), superseding all prior employment agreements between the parties hereto. WHEREAS, Mr. Friedman has served as an executive officer and a member of the Board of Directors of the Company for a number of years; and WHEREAS, Mr. Friedman wishes to resign from his employment with and service as a Director of the Company so as to enter into retirement; and WHEREAS, Mr. Friedman and the Company wish to set out the terms and conditions of Mr. Friedman’s remaining employment and his retirement so as to, inter alia, facilitate the transition. NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Mr. Friedman hereby agree as follows: 1. TERM OF EMPLOYMENT. Mr. Friedman sh
