EXHIBIT 2 [Execution Copy September 18, 1998] ASSET PURCHASE AGREEMENT This Agreement is made and entered into this 18th day of September, 1998 by and between Barco, Inc., a Georgia corporation ("Buyer"), and Xyvision, Inc. a Delaware corporation...Asset Purchase Agreement • October 5th, 1998 • Xyvision Inc • Services-computer integrated systems design • Georgia
Each reference in this Agreement to the following terms shall be deemed to have the following meanings.Security Agreement • February 16th, 1999 • Xyvision Inc • Services-computer integrated systems design • Massachusetts
PROMISSORY NOTEXyvision Inc • February 16th, 1999 • Services-computer integrated systems design
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURED ADVANCE FACILITY LOAN AGREEMENT This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED THE SECURED ADVANCE FACILITY LOAN AGREEMENT (the "Amendment") is entered into as of March 31, 2000 by and...Loan Agreement • August 14th, 2000 • Azul Holdings Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.2 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED ADVANCE FACILITY LOAN AGREEMENT This FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED SECURED ADVANCE FACILITY LOAN AGREEMENT (the "First Amendment") is entered into as of this 31st...Loan Agreement • February 16th, 1999 • Xyvision Inc • Services-computer integrated systems design • Massachusetts
Exhibit 10.1 FIRST AMENDMENT TO SECURED ADVANCE FACILITY LOAN AGREEMENT This FIRST AMENDMENT TO SECURED ADVANCE FACILITY LOAN AGREEMENT (the "First Amendment") is entered into as of this 1st day of July, 1999 (the "First Amendment Date") by and...Loan Agreement • November 15th, 1999 • Azul Holdings Inc • Services-computer integrated systems design • Massachusetts
Exhibit 10.2 XYVISION ENTERPRISE SOLUTIONS, INC. Series A Convertible Preferred Stock Purchase Agreement This Agreement dated as of July 1, 1999 is entered into by and between Xyvision Enterprise Solutions, Inc., a Delaware corporation (the...Convertible Preferred Stock Purchase Agreement • November 15th, 1999 • Azul Holdings Inc • Services-computer integrated systems design • Delaware
EXHIBIT 2.1 AGREEMENT1 Agreement • February 16th, 1999 • Xyvision Inc • Services-computer integrated systems design • Massachusetts
RECITALSShare Purchase and Sale Agreement • July 16th, 2001 • Azul Holdings Inc • Services-computer integrated systems design • Delaware
WITNESSETH:Contribution and Assumption Agreement • February 16th, 1999 • Xyvision Inc • Services-computer integrated systems design
FIFTH AMENDMENT TO AMENDED AND RESTATED SECURED ADVANCE FACILITY LOAN AGREEMENT This FIFTH AMENDMENT TO THE AMENDED AND RESTATED SECURED ADVANCE FACILITY LOAN AGREEMENT (the "Fifth Amendment") is entered into as of this 10th day of November 1997 (the...Loan Agreement • February 13th, 1998 • Xyvision Inc • Services-computer integrated systems design
to RIGHTS AGREEMENT Between XYVISION, INC. and MELLON BANK, N.A.Rights Agreement • February 13th, 1998 • Xyvision Inc • Services-computer integrated systems design
EXHIBIT ESystem Agreement • July 14th, 2000 • Azul Holdings Inc • Services-computer integrated systems design
BETWEENSeries a Preferred • July 16th, 2001 • Azul Holdings Inc • Services-computer integrated systems design • Delaware
Exhibit 10.19 FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SECURED ADVANCE FACILITY LOAN AGREEMENT This FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SECURED ADVANCE FACILITY LOAN AGREEMENT (the "Amendment") is entered into effective as of March...Secured Advance Facility Loan Agreement • July 16th, 2001 • Azul Holdings Inc • Services-computer integrated systems design • Massachusetts
THE EFFECTIVENESS AND ENFORCEABILITY OF THIS SUBLEASE AGREEMENT IS EXPLICITLY CONDITIONED UPON THE RECEIPT BY TASC, INC. OF THE WRITTEN APPROVAL OF THIS DOCUMENT BY THE "LANDLORD" AS HEREIN DEFINED. SUBLEASE BETWEEN TASC, INC AND XYVISION, Inc. Dated...Sublease Agreement • February 13th, 1998 • Xyvision Inc • Services-computer integrated systems design • Massachusetts
AGREEMENTAgreement • July 16th, 2001 • Azul Holdings Inc • Services-computer integrated systems design • Colorado
I. DEFINITIONSAdvance Facility Loan Agreement • November 20th, 2000 • Azul Holdings Inc • Services-computer integrated systems design • Colorado
EXHIBIT 10.3 XYVISION ENTERPRISE SOLUTIONS, INC. Series A Convertible Preferred Stock Purchase Agreement This Agreement dated as of December 31, 1998 is entered into by and between Xyvision Enterprise Solutions, Inc., a Delaware corporation (the...Convertible Preferred Stock Purchase Agreement • February 16th, 1999 • Xyvision Inc • Services-computer integrated systems design • Delaware
ADDENDAAzul Holdings Inc • July 14th, 2000 • Services-computer integrated systems design
TUDOR TRUST 450 N. Roxbury Drive 4th Floor Beverly Hills, CA 90210 December 31, 1998 Xyvision, Inc. 30 New Crossing Road Reading, MA 01867 Ladies and Gentlemen: This letter will set forth our agreement with respect to the following outstanding...Xyvision Inc • February 16th, 1999 • Services-computer integrated systems design
XYVISION, INC. EXCHANGE AGREEMENTExchange Agreement • November 13th, 1996 • Xyvision Inc • Services-computer integrated systems design • New York
EXHIBIT 10.1 SECOND AMENDED AND RESTATED SECURED ADVANCE FACILITY LOAN AGREEMENT This SECOND AMENDED AND RESTATED SECURED ADVANCE FACILITY LOAN AGREEMENT (the "Agreement") is entered into as of this 1st day of July, 1998, by and between XYVISION,...Advance Facility Loan Agreement • November 17th, 1998 • Xyvision Inc • Services-computer integrated systems design • Massachusetts
This Services Agreement is made as of December 31, 1998, by and between Xyvision, Inc., a Delaware corporation ("Xyvision"), and Xyvision Enterprise Solutions, Inc., a Delaware corporation ("XES"). WITNESSETH:6 Services Agreement • February 16th, 1999 • Xyvision Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT AXyvision Systems Agreement • July 14th, 2000 • Azul Holdings Inc • Services-computer integrated systems design
XYVISION, INC. EXCHANGE AGREEMENTExchange Agreement • November 13th, 1996 • Xyvision Inc • Services-computer integrated systems design • California
FOURTH AMENDMENT TO AMENDED AND RESTATED SECURED ADVANCE FACILITY LOAN AGREEMENT This FOURTH AMENDMENT TO THE AMENDED AND RESTATED SECURED ADVANCE FACILITY LOAN AGREEMENT (the "Fourth Amendment") is entered into as of this 22nd day of November, 1996...Loan Agreement • February 13th, 1998 • Xyvision Inc • Services-computer integrated systems design
AMENDMENT This Amendment is made this 19th day of June, 2001 by Azul Holdings Inc. ("Azul") and Tudor Trust (the "Holder") with respect to the Azul Warrant No. A. dated as of March 31, 2000 for the purchase of 500,000 shares of Azul Common Stock as...Azul Holdings Inc • July 16th, 2001 • Services-computer integrated systems design
This Amendment is made this 19th day of June, 2001 by Azul Holdings Inc. ("Azul") and Tudor Trust (the "Holder") with respect to the Azul Warrant No. A. dated as of March 31, 2000 for the purchase of 500,000 shares of Azul Common Stock as follows:
AGREEMENTAgreement • February 16th, 1999 • Xyvision Inc • Services-computer integrated systems design
