EXHIBIT 10.1 ------------ OFFICE BUILDING LEASE BY AND BETWEEN COLONNADE ASHLEY LLC, A DELAWARE LIMITED LIABILITY COMPANYAsa International LTD • August 7th, 2003 • Services-computer integrated systems design • Florida
ARTICLE 1 DEFINITIONSLicense Agreement • August 13th, 2004 • Asa International LTD • Services-computer integrated systems design • Iowa
EXHIBIT 10.5 THIRD AMENDED AND RESTATED SECURITY AGREEMENT This THIRD AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement"), made this ____ day of July 2004, by and among CommercialWare, Inc., a Delaware corporation ("CWI"), Transaction Smartware,...Security Agreement • August 13th, 2004 • Asa International LTD • Services-computer integrated systems design • Massachusetts
andRights Agreement • November 4th, 1998 • Asa International LTD • Services-computer integrated systems design • Delaware
BY AND AMONGAsset Purchase Agreement • October 9th, 2002 • Asa International LTD • Services-computer integrated systems design • Massachusetts
Exhibit 10.7 SECURITY AGREEMENT THIS AGREEMENT is dated as of November 4, 1999, and is entered into by and between SQL Acquisition LLC, a Delaware limited liability company with a principal place of business 2390 East Camelback Road, Suite 210,...Security Agreement • November 15th, 1999 • Asa International LTD • Services-computer integrated systems design • Massachusetts
BY AND AMONGAsset Purchase Agreement • August 13th, 1999 • Asa International LTD • Services-computer integrated systems design • Delaware
17. DEFAULT AND In the event that: BANKRUPTCY (a) The LESSEE shall default in the payment of any installment of rent or other sum herein specified and such default shall continue for ten (10) days after written notice thereof; orAsa International LTD • November 16th, 1998 • Services-computer integrated systems design • Massachusetts
E-20Non-Competition Agreement • August 14th, 2002 • Asa International LTD • Services-computer integrated systems design • Delaware
AGREEMENT FOR PURCHASE AND SALE OF ASSETS AGREEMENT dated as of the 29 day of December, 1995, by and among ASA INTERNATIONAL VENTURES, INC., a Delaware Corporation ("ASA Ventures"); and ASA INCORPORATED, a Massachusetts corporation ("ASA Inc."). W I T...Agreement for Purchase and Sale • March 28th, 1996 • Asa International LTD • Services-computer integrated systems design • Massachusetts
Loan No. 3212462 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT made as of September 21, 1998, by 10 SPEEN STREET, LLC, with a principal place of business at 10 Speen Street, Framingham, Massachusetts 01701 and ASA INTERNATIONAL, LTD., with...Indemnification Agreement • November 16th, 1998 • Asa International LTD • Services-computer integrated systems design
1 EXHIBIT 2 REORGANIZATION AGREEMENT ------------------------ THIS REORGANIZATION AGREEMENT (the "Agreement") is entered into by and among ASA International Ltd., a Delaware corporation ("ASA"), TradePoint Systems LLC ("TradePoint"), a New Hampshire...Reorganization Agreement • January 15th, 1997 • Asa International LTD • Services-computer integrated systems design • Massachusetts
Exhibit 4.5 TRADEMARK SECURITY AGREEMENT WHEREAS, CommercialWare, Inc., a Delaware corporation ("Grantor") and ASA International Ltd., a Delaware corporation ("Secured Party") have entered into that certain Asset Purchase Agreement (the "Asset...Trademark Security Agreement • March 18th, 1999 • Asa International LTD • Services-computer integrated systems design
WHEREAS, CommercialWare, Inc., a Delaware corporation ("Grantor") and ASA International Ltd., a Delaware corporation ("Secured Party") have entered into that certain Asset Purchase Agreement (the "Asset Purchase Agreement") as of March 3, 1999 (the "Time of Closing");
PREMISESAsa International LTD • March 28th, 1996 • Services-computer integrated systems design • Georgia
E-8Stock Repurchase Agreement • August 14th, 2002 • Asa International LTD • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.1 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT is made, executed and delivered as of the 4 day of November 1999 by and between ASA International, Ltd., a Delaware corporation (the "Buyer"), and Design Data...Assignment and Assumption Agreement • November 15th, 1999 • Asa International LTD • Services-computer integrated systems design • Massachusetts
Exhibit 10.1 MANAGEMENT AGREEMENT -------------------- THIS MANAGEMENT AGREEMENT (the "Agreement") is made as of the 3rd day of January, 2002 by and between Rainmaker Software, Inc., a Delaware corporation (the "Purchaser") and ASA International Ltd.,...Management Agreement • January 15th, 2002 • Asa International LTD • Services-computer integrated systems design • Delaware
ARTICLE IIStock Purchase Agreement • June 3rd, 2003 • Asa International LTD • Services-computer integrated systems design • Delaware
December 10, 1996 ASA International Ltd. ASA International Ventures, Inc. 10 Speen Street Framingham, MA 01701 Attn: Alfred C. Angelone, Chief Executive Officer Dear Mr. Angelone: We refer to that certain Loan Agreement dated November 3, 1994, to the...Asa International LTD • March 31st, 1997 • Services-computer integrated systems design
1 SECURITY AGREEMENT (Intangibles, Accounts, Fees, Inventory and Equipment) SECURITY AGREEMENT, dated December 10, 1996 between ASA INTERNATIONAL VENTURES, INC., a Delaware corporation (herein called "Debtor"), with its principal place of business at...Security Agreement • March 31st, 1997 • Asa International LTD • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.8 INTELLECTUAL PROPERTY LICENSE AGREEMENT THIS AGREEMENT, made this 4th day of November 1999, by and between SQL ACQUISITION LLC, a Delaware limited liability company ("SQLALLC"), and ASA INTERNATIONAL LTD., a Delaware corporation ("ASA")....Intellectual Property License Agreement • November 15th, 1999 • Asa International LTD • Services-computer integrated systems design • Delaware
EXHIBIT 10.2 BILL OF SALE AND GENERAL ASSIGNMENT OF ASSETS KNOW ALL MEN AND WOMEN BY THESE PRESENTS THAT: Design Data Systems Corporation, a Florida corporation ("Seller"), pursuant to that certain Asset Purchase Agreement dated as of November 4, 1999...Asa International LTD • November 15th, 1999 • Services-computer integrated systems design
Design Data Systems Corporation, a Florida corporation ("Seller"), pursuant to that certain Asset Purchase Agreement dated as of November 4, 1999 (the "Agreement"), by and between the Seller and ASA International Ltd., a Delaware corporation ("Buyer"), for and in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby grant, bargain, sell, convey, transfer, assign, set over and deliver to Buyer, its successors and assigns, all of Seller's right, title and interest in and to all of the Seller Assets (excluding the Replacement Property, as defined in the Assignment dated November 4, 1999 by and among Seller, Buyer and SQL Acquisition LLC.) Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
Exhibit 10.3 ASA INTERPRO SMARTTIME LLC OPERATING AGREEMENT Limited Liability Company Operating Agreement, effective as of the 2nd day of August, 1999, by and between ASA International Ltd. (the "Member") and InterPro Expense Systems, Inc. (the...Operating Agreement • August 13th, 1999 • Asa International LTD • Services-computer integrated systems design • Delaware
RECITALS: A. 10 Speen Street, LLC, a Delaware limited liability company ("BORROWER") has requested a loan (the "LOAN") from Lender in the amount of $3,000,000.00 to be evidenced by the Mortgage Note of even date herewith executed by Borrower, payable...Guaranty Agreement • November 16th, 1998 • Asa International LTD • Services-computer integrated systems design • Massachusetts
Exhibit 10.1 OPTION TO PURCHASE AGREEMENT This OPTION TO PURCHASE AGREEMENT (the "Agreement") is made and entered into as of August 2, 1999 by and among InterPro Expense Systems, Inc., a Delaware corporation ("Optionee"), ASA InterPro SmartTime LLC, a...Option to Purchase Agreement • August 13th, 1999 • Asa International LTD • Services-computer integrated systems design • Delaware
WHEREASAsa International LTD • January 28th, 1998 • Services-computer integrated systems design
Exhibit 2(b) ------------ SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT -------------------------------------------- This Second Amendment to the Asset Purchase Agreement of August 30, 1996 (the "Agreement") between Progressive Computer Systems, Inc....Asset Purchase Agreement • November 27th, 1996 • Asa International LTD • Services-computer integrated systems design
EXHIBIT 2 ASSET PURCHASE AGREEMENT by and between CommercialWare, Inc., a Delaware corporation,Asset Purchase Agreement • March 18th, 1999 • Asa International LTD • Services-computer integrated systems design
For Bank Use Only -------------- ------------------ ------------------- ----------------------- /s/ R. Thomas Esser -------------- ------------------ ------------------- ----------------------- LIS NO. LOAN NO. BORROWER APPROVAL SIGNATURE...Asa International LTD • March 28th, 1996 • Services-computer integrated systems design • Pennsylvania
E-15Employment Agreement • August 14th, 2002 • Asa International LTD • Services-computer integrated systems design • Massachusetts
EXHIBIT 10-2 ------------ REVOLVING DEMAND NOTEAsa International LTD • August 14th, 2001 • Services-computer integrated systems design
ON DEMAND, for value received, the undersigned, ASA International Ltd., ASA International Ventures, Inc., ASA Tire Systems Inc., ASA Legal Systems Inc. and Khameleon Software Inc. (hereinafter, collectively, the "Borrower"), jointly and severally, promise to pay to Eastern Bank ("Bank"), or order, the principal sum of One Million Five Hundred Thousand ($1,500,000.00) Dollars, or if less, such amount as may be the aggregate unpaid principal amount of all loans or advances made by the Bank to the Borrower, together with interest from the date of the Bank's first advance to the Borrower on the aggregate unpaid principal balance from time to time outstanding.
LOAN AND SECURITY AGREEMENT (ALL ASSETS)Asa International LTD • August 7th, 1997 • Services-computer integrated systems design • Massachusetts
Regions BankAsa International LTD • August 13th, 2004 • Services-computer integrated systems design • Texas
THIS BUSINESS LOAN AGREEMENT dated June 25, 3004, are made and executed between ASA AIRCRAFT LLC, RSR AIRCRAFT LLC and COSMED AVIATION LLC ("Borrower") and REGIONS BANK ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth In this Agreement; (B) the granting. renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
EXHIBIT 10-3 ------------ EASTERN BANK DEMAND LOAN AND SECURITY AGREEMENT (ALL ASSETS)Demand Loan and Security Agreement • August 14th, 2001 • Asa International LTD • Services-computer integrated systems design • Massachusetts
COMMERCIAL PROMISSORY NOTE CoreStates TERM NOTE $1,000,000.00 December 10, 1996 FOR VALUE RECEIVED, each of the undersigned, jointly and severally if more than one (hereinafter collectively referred to as "Borrower"), promises to pay to the order of...Asa International LTD • March 31st, 1997 • Services-computer integrated systems design • Pennsylvania
