EXHIBIT 10.1 ISLAND PACIFIC, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o Ironshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands Date:...Island Pacific Inc • July 21st, 2004 • Services-prepackaged software • New York
April 24, 2001 VIA FACSIMILE AND FIRST-CLASS U.S. MAIL --------------------------------------- SVI Solutions, Inc. 12707 High Bluff Drive Suite 335 San Diego, California 92130 Attention: Mr. Kevin O'Neill Chief Financial Officer Dear Kevin: Reference...Svi Solutions Inc • July 16th, 2001 • Services-prepackaged software
This letter shall confirm that Bank has agreed to extend the term of the Loan Agreement for thirty days, through April 30, 2001. All other terms of the Loan Agreement and the other Loan Documents are unchanged.
RECITALSStock Purchase Agreement • June 18th, 1999 • Svi Holdings Inc • Miscellaneous plastics products • California
EXHIBIT 4.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Island Pacific Inc • June 16th, 2005 • Services-prepackaged software • New York
RECITALSVoting Agreement • June 14th, 2004 • Island Pacific Inc • Services-prepackaged software • Delaware
EXHIBIT 4.2 PLEDGE AGREEMENT This Pledge Agreement ("Pledge Agreement") is executed to be effective as of April 1, 2003 (the "Effective Date") between SVI Solutions, Inc., a Delaware corporation ("SVI"), and Arthur S. Klitofsky, an individual...Pledge Agreement • May 21st, 2003 • Svi Solutions Inc • Services-prepackaged software • California
Exhibit 10.1 OPTION AGREEMENT This Option Agreement (the "Agreement") is entered into as of October 3, 2006 (the "Grant Date") between Island Pacific, Inc., a Delaware corporation (the "Company") and _______________ (the "Optionee") as follows: 1....Option Agreement • October 10th, 2006 • Island Pacific Inc • Services-prepackaged software • California
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT ----------------------------- LV ADMINISTRATIVE SERVICES, INC., AS ADMINISTRATIVE AND COLLATERAL AGENT THE PURCHASERS FROM TIME TO TIME PARTY HERETOSecurities Purchase Agreement • March 10th, 2008 • Retail Pro, Inc. • Services-prepackaged software • New York
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July __, 2004, by and between Island Pacific, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd....Registration Rights Agreement • July 21st, 2004 • Island Pacific Inc • Services-prepackaged software • New York
RECITALSAsset Purchase Agreement • November 5th, 2007 • Island Pacific Inc • Services-prepackaged software • California
1 EXHIBIT 10.4 SHARE PURCHASE AGREEMENT made as of November 4, 1996 (Pacific Standard Time) by SVI Holdings, Inc. a Nevada corporation ("Buyer"), Landreef Pty., Ltd.,Share Purchase Agreement • May 23rd, 1997 • Svi Holdings Inc • Miscellaneous plastics products • California
EXHIBIT 4.7 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Island Pacific Inc • April 20th, 2005 • Services-prepackaged software • New York
DATED 9TH MARCH, 1998Agreement • March 24th, 1998 • Svi Holdings Inc • Miscellaneous plastics products
DATED 25TH AUGUST 1998 ------------------------------------------Svi Holdings Inc • October 30th, 1998 • Miscellaneous plastics products • England
RECITALSAsset Purchase Agreement • July 14th, 2000 • Svi Holdings Inc • Miscellaneous plastics products • California
RECITALSNote Purchase Agreement • April 20th, 2005 • Island Pacific Inc • Services-prepackaged software • Delaware
ESCROW AGREEMENTEscrow Agreement • August 11th, 1997 • Svi Holdings Inc • Miscellaneous plastics products • New South Wales
ARTICLE 1 LEASE OF PREMISESLease Agreement • July 16th, 2001 • Svi Solutions Inc • Services-prepackaged software • California
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of November 16, 2005, by and between Island Pacific, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd....Registration Rights Agreement • November 22nd, 2005 • Island Pacific Inc • Services-prepackaged software • New York
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of November 7, 2003, among Island Pacific, Inc., a Delaware corporation (the "COMPANY"), and the purchasers signatory hereto...Registration Rights Agreement • November 12th, 2003 • Island Pacific Inc • Services-prepackaged software • California
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 8th, 2001 • Svi Holdings Inc • Miscellaneous plastics products • Washington
EXHIBIT 10.4 OMNIBUS AMENDMENT AND WAIVER This OMNIBUS AMENDMENT AND WAIVER (this "AMENDMENT"), dated as of February __, 2008, is entered into by and between RETAIL PRO, INC. (formerly known as ISLAND PACIFIC, INC., a Delaware corporation) (the...Retail Pro, Inc. • March 10th, 2008 • Services-prepackaged software • New York
EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Securities Purchase Agreement • March 28th, 2006 • Island Pacific Inc • Services-prepackaged software
EXHIBIT 10.31 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (this "Agreement") is made as of January 30, 2004 (the "Effective Date") by and between Island Pacific, Inc., a Delaware corporation (the "Company"), and Dave Joseph...Employment Agreement • June 29th, 2004 • Island Pacific Inc • Services-prepackaged software • California
RECITALSSeparation Agreement • August 13th, 2004 • Island Pacific Inc • Services-prepackaged software • California
EXHIBIT 10.3 AMENDMENT AGREEMENT This Amendment ("AMENDMENT") is made to that certain Securities Purchase Agreement ("PURCHASE Agreement") dated as of March 15, 2004 by and between Island Pacific, Inc. (the "COMPANY") and Midsummer Investment, Ltd....Amendment Agreement • March 28th, 2006 • Island Pacific Inc • Services-prepackaged software
RECITALSSecurities Purchase Agreement • November 22nd, 2005 • Island Pacific Inc • Services-prepackaged software • New York
EXHIBIT 10.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Retail Pro, Inc. • March 10th, 2008 • Services-prepackaged software • New York
ARTICLE I INTEREST & AMORTIZATIONIsland Pacific Inc • July 21st, 2004 • Services-prepackaged software • New York
EXHIBIT 4.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO...Island Pacific Inc • April 20th, 2005 • Services-prepackaged software • California
Exhibit 10.37 Services AgreementConfidential Treatment • September 9th, 2003 • Island Pacific Inc • Services-prepackaged software
FOURTH AMENDMENT TO ------------------- AMENDED AND RESTATED TERM LOAN AGREEMENT ---------------------------------------- AND WAIVER AGREEMENT --------------------Term Loan Agreement • February 14th, 2003 • Svi Solutions Inc • Services-prepackaged software
EXHIBIT 4.7 SECURITY AGREEMENT This Security Agreement (this "AGREEMENT") is entered into as of June 1, 2004 (the "EFFECTIVE DATE"), between Island Pacific, Inc. ("IPI"), IPI Merger Sub II, Inc. ("MERGER SUB II"), Retail Technologies International,...Security Agreement • August 13th, 2004 • Island Pacific Inc • Services-prepackaged software • California
OPTIONIsland Pacific Inc • June 16th, 2005 • Services-prepackaged software
EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 15, 2005, by and between Island Pacific, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd....Registration Rights Agreement • June 16th, 2005 • Island Pacific Inc • Services-prepackaged software • New York
