BY AND AMONGAgreement and Plan of Merger • November 15th, 2002 • Softech Inc • Services-computer integrated systems design • Delaware
EXHIBIT 9 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Statement on Schedule 13/A (the "Statement") filed on or about the date hereof is being filed on behalf of the undersigned. Each of the undersigned...Joint Filing Agreement • November 15th, 2002 • Softech Inc • Services-computer integrated systems design
This will confirm the agreement by and among the undersigned that the Statement on Schedule 13/A (the "Statement") filed on or about the date hereof is being filed on behalf of the undersigned. Each of the undersigned hereby acknowledges that pursuant to Rule 13d(k) promulgated under the Securities Exchange Act of 1934, as amended, that each person on whose behalf the Statement is filed is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; and that such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
WITNESSETHAsset Purchase Agreement • November 25th, 1997 • Softech Inc • Services-computer integrated systems design • Massachusetts
WITNESSETH:Stockholders Agreement • November 15th, 2002 • Softech Inc • Services-computer integrated systems design • Delaware
I. DEFINITIONS 1.1. Defined Terms............................................ 1 1.2. Use of Defined Terms..................................... 34 1.3. Cross- References......................................... 34 1.4. Accounting and Financial...Credit Agreement • August 31st, 1998 • Softech Inc • Services-computer integrated systems design
WITNESSETHNoncompetition Agreement • June 30th, 1997 • Softech Inc • Services-computer integrated systems design • Massachusetts
BORROWER: LENDER: SOFTECH, INC. GREENLEAF CAPITAL, INC.Promissory Note • November 15th, 2002 • Softech Inc • Services-computer integrated systems design
FORM OF COMMON STOCK PURCHASE WARRANTSoftech Inc • August 31st, 1998 • Services-computer integrated systems design • Massachusetts
SOFTECH, INC. and REGISTRAR AND TRANSFER COMPANY, as Rights Agent RIGHTS AGREEMENT Dated as of February 3, 2012Rights Agreement • February 3rd, 2012 • Softech Inc • Services-computer integrated systems design • New Jersey
Rights Agreement, dated as of February 3, 2012 (“Agreement”), between SofTech, Inc., a Massachusetts corporation (the “Company”), and Registrar and Transfer Company, as Rights Agent (the “Rights Agent”).
FORM 10QAsset Purchase Agreement • October 16th, 1995 • Softech Inc • Services-computer programming services
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design • Massachusetts
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 8, 2011, by and among SofTech, Inc., a Massachusetts corporation (the “Company”), and each purchaser signatory hereto (each, including its successors and permitted assigns, an “Investor” and collectively the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 26th, 2014 • Softech Inc • Services-computer integrated systems design • Massachusetts
This Securities Purchase Agreement (this “Agreement”) is dated as of June 20, 2014, by and among SofTech, Inc., a Massachusetts corporation (the “Company”), and Joseph P. Daly (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2015 • Softech Inc • Services-computer integrated systems design • Massachusetts
This Securities Purchase Agreement (this “Agreement”) is dated as of September 21, 2015, by and among SofTech, Inc., a Massachusetts corporation (the “Company”), and Robert Anthonyson (the “Purchaser”).
AMENDED AND RESTATED LOAN, PLEDGE AND SECURITY AGREEMENTLoan, Pledge and Security Agreement • January 14th, 2014 • Softech Inc • Services-computer integrated systems design • Massachusetts
THIS AMENDED AND RESTATED LOAN, PLEDGE AND SECURITY AGREEMENT (the “Loan Agreement”) dated as of this 5th day of December, 2013, by and among SOFTECH, INC., a Massachusetts corporation with offices at 650 Suffolk Street, Suite 415, Lowell, Massachusetts (the “Borrower") and PRIDES CROSSING CAPITAL FUNDING, L.P. (the “Lender”), as successor to PRIDES CROSSING CAPITAL, L.P. (“PCC”) and PRIDES CROSSING CAPITAL-A, L.P. (“PCCA”), each with offices at 800 Boylston Street, Suite 2220, Boston, Massachusetts 02199 (PCC and PCCA are collectively the “Original Lenders”) amends and restates in its entirety that certain Loan, Pledge and Security Agreement dated as of May 10, 2013 (as amended, the “Original Loan Agreement”) by and between the Borrower and the Lender (as successor to the Original Lenders).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 29th, 2016 • Softech Inc • Services-computer integrated systems design • Massachusetts
Asset Purchase Agreement (the "Agreement") dated as of August 23, 2016 (the “Effective Date”) by and among SofTech Group Incorporated, a Delaware corporation or its nominee (the “Buyer” or “Essig”) and SofTech, Inc., a Massachusetts corporation including its wholly-owned subsidiaries Workgroup Technology Corporation and Information Decisions, Inc. (collectively, the "Seller" or "SofTech”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • September 27th, 2011 • Softech Inc • Services-computer integrated systems design • Massachusetts
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (the “Subordination Agreement”) is entered into as of March 8, 2011, by and among One Conant Capital, LLC (the “Senior Lender”), Greenleaf Capital, Inc. (the “Subordinate Lender”) and SofTech, Inc. (the “Borrower”).
ContractSoftech Inc • July 12th, 2013 • Services-computer integrated systems design • Delaware
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THIS WARRANT AND SUCH SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
GUARANTY AGREEMENT (Joseph P. Mullaney)Guaranty Agreement • September 27th, 2011 • Softech Inc • Services-computer integrated systems design • Massachusetts
THIS GUARANTY AGREEMENT (the “Personal Guaranty”) is entered into this 8th day of March, 2011, by JOSEPH P. MULLANEY, who resides at 9 Delaware Road, Medfield, Massachusetts (the “Personal Guarantor”), and in favor of ONE CONANT CAPITAL, LLC (the “Lender”), with a place of business at One Post Office Square, Boston, Massachusetts.
ASSET PURCHASE AGREEMENT dated as of August 30, 2013 between MENTOR GRAPHICS CORPORATION and SOFTECH, INC.Asset Purchase Agreement • September 6th, 2013 • Softech Inc • Services-computer integrated systems design • Oregon
This ASSET PURCHASE AGREEMENT (“Agreement”) dated August 30, 2013 (“Effective Date”), is between MENTOR GRAPHICS CORPORATION, an Oregon corporation, at 8005 SW Boeckman Road, Wilsonville, Oregon 97070-7777 (“Purchaser”) and SOFTECH, INC., a Massachusetts corporation, at 59 Lowes Way, Lowell, Massachusetts 01851 (“Seller”).
PLEDGE AND SECURITY AGREEMENT (Joseph P. Mullaney)Pledge and Security Agreement • September 27th, 2011 • Softech Inc • Services-computer integrated systems design • Massachusetts
THIS PLEDGE AND SECURITY AGREEMENT (the "Personal Guarantor Security Agreement") is made this 8th day of March, 2011, by and between JOSEPH P. Mullaney, who resides at 9 Delaware Road, Medfield, Massachusetts (the "Personal Guarantor"), and ONE CONANT CAPITAL, LLC, with offices at One Post Office Square, Boston, Massachusetts (the "Lender").
PROMISSORY NOTESoftech Inc • November 12th, 2009 • Services-computer integrated systems design • Michigan
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design • Massachusetts
defaults under the (a) $3,000,000 Promissory Note (Revolving Line of Credit) made by the Company in favor of Greenleaf, dated as of March 25, 2009, as amended, and the (b) $8,910,528.11 Promissory Note (Term Note) made by the Company in favor of Greenleaf, dated as of March 25, 2009
DEBT FORGIVENESS AGREEMENTDebt Forgiveness Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design • Michigan
This Debt Forgiveness Agreement (the "Agreement") is entered into effective March 8, 2011, by and among SOFTECH, INC., a Massachusetts corporation ("Borrower"), WORKGROUP TECHNOLOGY CORPORATION, a wholly owned subsidiary of Borrower and a Delaware corporation, INFORMATION DECISIONS INCORPORATED, a wholly owned subsidiary of Borrower and a Michigan corporation (Workgroup Technology Corporation and Information Decisions Incorporated shall be referred to collectively as “Guarantors”), and GREENLEAF CAPITAL, INC., a Michigan corporation ("Lender"), in reference to the following:
SECURITY AGREEMENT (Information Decisions, Incorporated and Workgroup Technology Corporation)Security Agreement • September 27th, 2011 • Softech Inc • Services-computer integrated systems design • Massachusetts
This Corporate Guarantor Security Agreement, is entered into this 8th day of March, 2011 (the “Corporate Guarantor Security Agreement”) by and between INFORMATION DECISIONS, INCORPORATED, a Michigan corporation with a place of business at 3001 West Big Beaver Road, Troy, Michigan, and WORKGROUP TECHNOLOGY CORPORATION, a Delaware corporation with a place of business at 59 Lowes Way, Suite 401, Lowell, Massachusetts (each a “Corporate Guarantor” and together the “Corporate Guarantors”) and ONE CONANT CAPITAL, LLC, with a place of business at One Post Office Square, Boston, Massachusetts (the “Lender”).
STOCKHOLDER’S AGREEMENTStockholder’s Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design • Massachusetts
STOCKHOLDER’S AGREEMENT, dated as of March 8, 2011 (this “Agreement”), by and between SofTech, Inc., a Massachusetts corporation (“Company”), and Greenleaf Capital, Inc., a Michigan corporation (“Stockholder”) of the Company.
WITNESSETHNoncompetition Agreement • June 30th, 1997 • Softech Inc • Services-computer integrated systems design • Massachusetts
AMENDMENT No. 8 TO TERM NOTETerm Note • October 17th, 2016 • Softech Inc • Services-computer integrated systems design
This Amendment to the Term Note (“Amendment No. 8”) is dated August 30, 2016 by and among SofTech, Inc., a Massachusetts corporation with offices at 650 Suffolk Street, Suite 415, Lowell, MA 01854 (the “Borrower”) and EssigPR, Inc., a Puerto Rico corporation and Joe Daly (the “Lender”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN, PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 14th, 2015 • Softech Inc • Services-computer integrated systems design
This AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN, PLEDGE AND SECURITY AGREEMENT (“Amendment No. 2”) is dated October 29, 2014 by and among SOFTECH, INC., a Massachusetts corporation (the “Borrower”) and PRIDES CROSSING CAPITAL FUNDING, L.P. (the “Lender”).
Exhibit 1 STOCK PURCHASE AGREEMENT This Agreement is made as of March 28, 2002, by and between J&C RESOURCES, LLC OF 7830 Byron Drive, Suite 10, Riviera Beach, FL 33404 (the "Seller") and Softech, Inc. of 2 Highwood Drive, Tewksbury, MA 01876 (the...Stock Purchase Agreement • April 5th, 2002 • Softech Inc • Services-computer integrated systems design
INTELLECTUAL PROPERTY SECURITY AGREEMENT (SofTech, Inc.)Intellectual Property Security Agreement • September 27th, 2011 • Softech Inc • Services-computer integrated systems design
This Corporate IP Security Agreement is a supplement to that certain Loan, Pledge and Security Agreement, dated as of the date herein, by and between the Borrower and Lender (the “Loan Agreement”).
AMENDMENT No. 2 TO TERM NOTETerm Note • July 21st, 2015 • Softech Inc • Services-computer integrated systems design
This Amendment to the Term Note (“Amendment No. 2”) is dated July 15, 2015 by and among SofTech, Inc., a Massachusetts corporation with offices at 650 Suffolk Street, Suite 415, Lowell, MA 01854 (the “Borrower”) and EssigPR, Inc., a Puerto Rico corporation (the “Lender”).
MEMORANDUM OF AGREEMENTMemorandum of Agreement • June 9th, 2011 • Softech Inc • Services-computer integrated systems design • Massachusetts
THIS AGREEMENT (“Agreement”), made and entered into this 11th day of April, 2011, by and between SofTech, Inc., a Massachusetts corporation (“SofTech” or “Seller”), and Victor G. Bovey, on behalf of an entity to be formed (“Buyer”);
AMENDMENT TO TERM NOTETerm Note • April 14th, 2015 • Softech Inc • Services-computer integrated systems design
This Amendment to the Term Note (“Amendment”) is dated April 2, 2015 by and among SofTech, Inc., a Massachusetts corporation with offices at 650 Suffolk Street, Suite 415, Lowell, MA 01854 (the “Borrower”) and EssigPR, Inc., a Puerto Rico corporation (the “Lender”).
TERM NOTESoftech Inc • June 9th, 2011 • Services-computer integrated systems design
FOR VALUE RECEIVED, SOFTECH, INC., a Massachusetts corporation with offices at 59 Lowes Way, Suite 401, Lowell, Massachusetts (the "Borrower"), promises to pay to the order of ONE CONANT CAPITAL, LLC, with One Post Office Square, Boston, Massachusetts (the “Lender”), or at such other place as the holder hereof may from time to time designate in writing, the Principal sum of Two Million, Nine Hundred Thousand Dollars and 00/100 ($2,900,000.00) (the “Term Note”), plus interest which accrues in accordance with the terms herein, plus all other fees and charges set forth herein and that certain Loan, Security and Pledge Agreement, dated as of the date hereof, by and between Lender and Borrower (as amended and in effect from time to time the “Loan Agreement”).
INTELLECTUAL PROPERTY SECURITY AGREEMENT (Workgroup Technology Corporation)Intellectual Property Security Agreement • September 27th, 2011 • Softech Inc • Services-computer integrated systems design
This Guarantor IP Security Agreement is a supplement to that certain Security Agreement, dated as of the date herein, by and between the Guarantor, Information Decisions, Inc. (“IDI”) and Lender (the “Corporate Guarantor Security Agreement”).
