Exhibit 10.9 LOAN AND SECURITY AGREEMENT BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK Silicon Valley Bank Loan and Security Agreement Borrower: Ross Systems, Inc.; Ross Systems (UK) Ltd. Address: Two Concourse Parkway, Suite 800 Atlanta, GA...Loan and Security Agreement • October 2nd, 2002 • Ross Systems Inc/Ca • Services-prepackaged software • Georgia
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 5th, 2003 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
ANDRights Agreement • October 3rd, 2001 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
THIRD AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 4th, 2003 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
EXHIBIT 4.4 PURSUANT TO A DEBT SUBORDINATION AGREEMENT DATED FEBRUARY 6, 1998, IN FAVOR OF COAST BUSINESS CREDIT, THIS DEBENTURE IS SUBORDINATED TO THE COAST DEBT (AS DEFINED IN THE DEBT SUBORDINATION AGREEMENT). THESE SECURITIES HAVE NOT BEEN...Ross Systems Inc/Ca • April 6th, 1999 • Services-prepackaged software • New York
Exhibit 99.1 FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 13th, 2004 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
AGREEMENT ---------Stockholder Agreement • September 5th, 2003 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
EXHIBIT 10.4 AMENDMENT NO. 1 TO DECEMBER 29, 1995 SUBSCRIPTION AGREEMENT AND JUNE 28, 1996 SUBSCRIPTION AGREEMENT This Amendment No. 2 dated June 10, 1997 ("Amendment No. 2") to Subscription Agreement dated December 29, 1995 (the "December 29, 1995...Ross Systems Inc/Ca • September 29th, 1997 • Services-prepackaged software • New York
RIGHTS AGREEMENTRights Agreement • September 4th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER OF ROSS SYSTEMS, INC. A DELAWARE CORPORATION AND A CALIFORNIA CORPORATIONAgreement and Plan of Merger • July 24th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software
AMENDMENT TO RIGHTS AGREEMENT The amended Rights Agreement dated July 6, 2001 between Ross Systems, Inc. and Bank Boston, NA is hereby further amended as follows: 1. Registrar and Transfer Company, a New Jersey corporation ("R&T"), is hereby appointed...Rights Agreement • September 4th, 2003 • Ross Systems Inc/Ca • Services-prepackaged software
THIS THIRD AMENDMENT, dated as of April 29, 2004 (this "Amendment"), to the --------- Agreement and Plan of Merger, dated as of September 4, 2003 and amended as of October 3, 2003 and January 7, 2004 (the "Merger Agreement"), by and among...Agreement and Plan of Merger • April 30th, 2004 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
LEASE AGREEMENT CONCOURSELease Agreement • May 15th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software • Georgia
EXHIBIT 10.5(b) COAST EXTENSION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS BORROWER: ROSS SYSTEMS, INC. ADDRESS: 555 TWIN DOLPHIN DR. REDWOOD CITY, CALIFORNIA DATE: AUGUST 18, 1995 THIS EXTENSION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS is entered...Extension Agreement • April 30th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software
10.1 CONFORMED COPY SUBSCRIPTION AGREEMENT This Subscription Agreement (the "Subscription Agreement"), dated June 28, 1996, is entered into by and between Ross Systems, Inc., a California corporation ("Ross"), and Fletcher International Limited, a...Subscription Agreement • November 8th, 1996 • Ross Systems Inc/Ca • Services-prepackaged software • New York
Exhibit 10.9 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT is dated as of the 29th day of June, 2001 by and between Ross Systems, Inc., a Delaware corporation ("Company"), and Benjamin W. Griffith,...Convertible Preferred Stock Purchase Agreement • September 27th, 2001 • Ross Systems Inc/Ca • Services-prepackaged software • Georgia
Exhibit 10.6 EXECUTIVE COMPENSATION AGREEMENT THIS EXECUTIVE COMPENSATION AGREEMENT is entered into as of September 13, 1999, and renewed as modified on March 24, 2003 by and between ROBERT B. WEBSTER (the "Employee") and ROSS SYSTEMS, INC., a...Executive Compensation Agreement • May 14th, 2003 • Ross Systems Inc/Ca • Services-prepackaged software • Georgia
CONVERTIBLE SECURITIES SUBSCRIPTION AGREEMENTConvertible Securities Subscription Agreement • February 12th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software • New York
EXHIBIT 10.5(c) FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This first amendment ("First Amendment") to the Loan and Security Agreement dated October 11, 1994 is entered into between CoastFed Business Credit Corporation ("Coast") and Ross Systems,...Loan and Security Agreement • April 30th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software
AMENDMENT NUMBER 1 TO ROSS SYSTEMS, INC. CONVERTIBLE SUBORDINATED DEBENTURERoss Systems Inc/Ca • April 6th, 1999 • Services-prepackaged software
AMENDMENT NO. 1 TO DECEMBER 29, 1995 SUBSCRIPTION AGREEMENT AND JUNE 28, 1996 SUBSCRIPTION AGREEMENTSubscription Agreement • November 8th, 1996 • Ross Systems Inc/Ca • Services-prepackaged software • New York
EXHIBIT 10.5(a) COAST EXTENSION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS BORROWER: ROSS SYSTEMS, INC. ADDRESS: 555 TWIN DOLPHIN DR. REDWOOD CITY, CALIFORNIA DATE: MARCH 21, 1997 THIS EXTENSION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS is entered into...Extension Agreement • April 30th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software
PURSUANT TO A DEBT SUBORDINATION AGREEMENT DATED FEBRUARY 6, 1998, IN FAVOR OF COAST BUSINESS CREDIT, THIS DEBENTURE IS SUBORDINATED TO THE COAST DEBT (AS DEFINED IN THE DEBT SUBORDINATION AGREEMENT). THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER...A Debt Subordination Agreement • February 12th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software • New York
Exhibit 10.4 EXECUTIVE COMPENSATION AGREEMENT THIS EXECUTIVE COMPENSATION AGREEMENT is entered into as of January 7, 1999, by and between DENNIS V. VOHS (the "Employee") and ROSS SYSTEMS, INC., a Delaware corporation (the "Company"). 1. TERM OF...Executive Compensation Agreement • May 17th, 1999 • Ross Systems Inc/Ca • Services-prepackaged software • Georgia
AGREEMENT ---------Preferred Stockholder Agreement • September 5th, 2003 • Ross Systems Inc/Ca • Services-prepackaged software • Delaware
EXHIBIT 10.5(d) COAST LOAN AND SECURITY AGREEMENT BORROWER: ROSS SYSTEMS, INC. ADDRESS: 555 TWIN DOLPHIN DR. REDWOOD CITY, CALIFORNIA DATE: OCTOBER 11, 1994 THIS LOAN AND SECURITY AGREEMENT ("Loan Agreement"), dated the above date, is entered into at...Loan and Security Agreement • April 30th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software • California
Exhibit 10.3 EXECUTIVE COMPENSATION AGREEMENT THIS EXECUTIVE COMPENSATION AGREEMENT is entered into as of January 7, 1999, by and between J. PATRICK TINLEY (the "Employee") and ROSS SYSTEMS, INC., a Delaware corporation (the "Company"). 1. TERM OF...Executive Compensation Agreement • May 17th, 1999 • Ross Systems Inc/Ca • Services-prepackaged software • Georgia
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Registration Rights Agreement"), entered into as of February 6, 1998, between the Subscribers named in that Convertible Securities Subscription Agreement of even date herewith...Registration Rights Agreement • February 12th, 1998 • Ross Systems Inc/Ca • Services-prepackaged software • New York
