EXHIBIT 10.26 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement") is entered into by and between Platinum Software Corporation (the "Parent"), a Delaware corporation, and Stuart W. Clifton ("Executive"), effective as...Executive Employment Agreement • November 19th, 1998 • Platinum Software Corp • Services-prepackaged software • California
1 EXHIBIT 10.72 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2000 • Epicor Software Corp • Services-prepackaged software • California
2- 3 2. Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the "PROXY"), which shall be irrevocable, with respect to the Shares.Merger Agreement • November 19th, 1998 • Platinum Software Corp • Services-prepackaged software • Delaware
AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2001 • Epicor Software Corp • Services-prepackaged software • California
BACKGROUNDLicense Agreement • May 17th, 1999 • Epicor Software Corp • Services-prepackaged software • Illinois
RECITALSNoncompetition Agreement • November 19th, 1998 • Platinum Software Corp • Services-prepackaged software • California
Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 7 SECTION 103. Form of Documents Delivered to Trustee 8 SECTION 104. Acts of Holders; Record Dates...Epicor Software Corp • May 1st, 2007 • Services-prepackaged software • New York
INDENTURE, dated as of , 20 , between Epicor Software Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal executive office at 18200 Von Karman Avenue, Suite 1000, Irvine, California 92612, and U.S. Bank National Association, as Trustee (herein called the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among EAGLE PARENT, INC. and Merrill Lynch, Pierce, Fenner & Smith Incorporated RBC Capital Markets, LLC Dated as of May 16, 2011Registration Rights Agreement • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 16, 2011, by and among Eagle Parent, Inc., a Delaware corporation (the “Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, as representatives for the several Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), all of whom have agreed to purchase the Company’s 8 5/8% Senior Notes due 2019 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).
EAGLE PARENT, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 8 5/8% Senior Notes due 2019 INDENTURE Dated as of May 16, 2011Indenture • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
INDENTURE dated as of May 16, 2011, among EAGLE PARENT, INC., a Delaware corporation (the “Issuer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
R E C I T A L SConsulting Agreement • September 29th, 1997 • Platinum Software Corp • Services-prepackaged software • California
RECITALSOption Agreement • February 17th, 1998 • Platinum Software Corp • Services-prepackaged software • Kentucky
CREDIT AGREEMENT Dated as of December 16, 2007 among EPICOR SOFTWARE CORPORATION, as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, THE LENDERS PARTY HERETO, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and...Credit Agreement • March 11th, 2008 • Epicor Software Corp • Services-prepackaged software • New York
This CREDIT AGREEMENT is entered into as of December 16, 2007 among EPICOR SOFTWARE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
RECITALSCompany Voting Agreement • November 19th, 1998 • Platinum Software Corp • Services-prepackaged software • Delaware
ANDPreferred Stock Rights Agreement • November 21st, 2001 • Epicor Software Corp • Services-prepackaged software • Delaware
EPICOR SOFTWARE CORPORATION and MELLON INVESTOR SERVICES LLC as Rights Agent AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT Dated as of October 27, 2004Preferred Stock Rights Agreement • November 1st, 2004 • Epicor Software Corp • Services-prepackaged software • Delaware
This Amended and Restated Preferred Stock Rights Agreement (this “Agreement”), is dated as of October 27, 2004, between Epicor Software Corporation (the “Company”), a Delaware corporation, and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER DATED AS OF JUNE 27, 1997Agreement and Plan of Reorganization and Merger • July 11th, 1997 • Platinum Software Corp • Services-prepackaged software • California
CREDIT AGREEMENT Dated as of May 16, 2011 among EAGLE PARENT, INC., as the Borrower, EGL HOLDCO, INC., as Holdings, ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO MERRILL LYNCH, PIERCE, FENNER &...Credit Agreement • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 16, 2011, among EAGLE PARENT, INC., a Delaware corporation (the “Borrower”), EGL HOLDCO, INC., a Delaware corporation (“Holdings”), ROYAL BANK OF CANADA (“RBC”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EXHIBIT 10.75 AMENDMENT TO NOTE SECURED BY STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 1st, 2002 • Epicor Software Corp • Services-prepackaged software
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • March 11th, 2008 • Epicor Software Corp • Services-prepackaged software
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of December 16, 2007 among the parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (each individually an “Obligor” and collectively the “Obligors”), and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations (defined below).
RECITALSStock Pledge Agreement • November 12th, 1998 • Platinum Software Corp • Services-prepackaged software • Colorado
EXHIBIT 10.71 NONQUALIFIED OPTION AGREEMENT THIS NONQUALIFIED OPTION AGREEMENT (the "Agreement"), made as of November 16, 1999, between EPICOR SOFTWARE CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), and Richard L....Nonqualified Option Agreement • March 29th, 2000 • Epicor Software Corp • Services-prepackaged software
NON-TENDER AND SUPPORT AGREEMENTNon-Tender and Support Agreement • April 7th, 2011 • Epicor Software Corp • Services-prepackaged software • Delaware
THIS NON-TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated April 4, 2011, is by and among Eagle Parent, Inc., a Delaware Corporation (“Parent”), Element Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”) and the undersigned shareholders (each a “Shareholder”).
AGREEMENTManagement Retention Agreement • April 1st, 2002 • Epicor Software Corp • Services-prepackaged software • California
SECURITY AGREEMENT dated as of May 16, 2011 among EAGLE PARENT, INC., and EGL HOLDCO, INC., and CERTAIN SUBSIDIARIES IDENTIFIED HEREIN, collectively, the Initial Grantors, and ROYAL BANK OF CANADA, as Collateral AgentSecurity Agreement • May 17th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
SECURITY AGREEMENT dated as of May 16, 2011, among EAGLE PARENT, INC., a Delaware corporation, EGL HOLDCO, INC., a Delaware corporation, and the other Persons listed on the signature pages hereof (collectively, the “Initial Grantors”), certain subsidiaries of the Borrower from time to time party hereto and ROYAL BANK OF CANADA (“RBC”), as Collateral Agent for the Secured Parties.
EXHIBIT 4.1 NONQUALIFIED OPTION AGREEMENT THIS NONQUALIFIED OPTION AGREEMENT (the "Agreement"), made as of December 31, 1998, between PLATINUM SOFTWARE CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), and Stuart W....Nonqualified Option Agreement • November 23rd, 1999 • Epicor Software Corp • Services-prepackaged software
BYLAWS OFEpicor Software Corp • November 21st, 2001 • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER BY AND AMONG EAGLE PARENT, INC., SUN5 MERGER SUB, INC., ACTIVANT GROUP INC. and THE STOCKHOLDERS’ REPRESENTATIVE NAMED HEREIN Dated as of April 4, 2011Agreement and Plan of Merger • April 6th, 2011 • Epicor Software Corp • Services-prepackaged software • New York
This AGREEMENT AND PLAN OF MERGER, dated as of April 4, 2011 (this “Agreement”), by and among Eagle Parent, Inc., a Delaware corporation (“Parent”), Sun5 Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Activant Group Inc., a Delaware corporation (the “Company”) and Hellman & Friedman Capital Partners V, L.P., a Delaware limited partnership, solely in its capacity as agent and attorney-in-fact for the Company’s Stockholders and Common Optionholders (as defined herein) (the “Stockholders’ Representative”).
EPICOR SOFTWARE CORPORATION 2007 STOCK INCENTIVE PLANAward Agreement • June 10th, 2009 • Epicor Software Corp • Services-prepackaged software • California
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONEmployment Agreement • November 26th, 1997 • Platinum Software Corp • Services-prepackaged software • California
Epicor Software Corporation $200,000,000 Principal AmountUnderwriting Agreement • May 8th, 2007 • Epicor Software Corp • Services-prepackaged software • New York
The Notes are to be issued pursuant to an indenture (the “Indenture”) to be dated as of May 8, 2007, between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be convertible in accordance with their terms and the terms of the Indenture into cash and, if applicable, shares of the common stock (the “Common Stock”) of the Company, $0.001 par value per share (the “Shares”).
OFFICE LEASE AGREEMENT BETWEEN KOLL CENTER IRVINE NUMBER TWO, L.L.C. (“LANDLORD”) AND EPICOR SOFTWARE CORPORATION (“TENANT”) DATE OF LEASE: October 14, 2003 BUILDING: 18200 Von Karman, Suites 550, 600, 1000 and 1100 (collectively “Suite 1000”)Office Lease Agreement • March 15th, 2004 • Epicor Software Corp • Services-prepackaged software
This Office Lease Agreement (the “Lease”) is made and entered into as of the 14th day of October, 2003, between KOLL CENTER IRVINE NUMBER TWO, L.L.C., a Delaware limited liability company (“Landlord”), and EPICOR SOFTWARE CORPORATION, a Delaware corporation (“Tenant”).
EPICOR SOFTWARE CORPORATIONStock Option Agreement • August 8th, 2008 • Epicor Software Corp • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the 2007 Stock Incentive Plan shall have the same defined meanings in this Option Agreement (the “Agreement”).
COMPROMISE AGREEMENTCompromise Agreement • March 16th, 2005 • Epicor Software Corp • Services-prepackaged software
R E C I T A L SExecutive Employment Agreement • March 29th, 2000 • Epicor Software Corp • Services-prepackaged software
CREDIT AGREEMENT among EPICOR SOFTWARE CORPORATION and KEYBANK NATIONAL ASSOCIATION, As Administrative Agent, Sole Book Manager and Letter Of Credit Issuing Lender BANK OF AMERICA, N.A., As Documentation Agent and THE OTHER FINANCIAL INSTITUTIONS...Security Agreement • May 10th, 2006 • Epicor Software Corp • Services-prepackaged software • California
THIS CREDIT AGREEMENT (“Agreement”) is entered into as of March 30, 2006, by and among EPICOR SOFTWARE CORPORATION, a Delaware corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), KEYBANK NATIONAL ASSOCIATION (as “Administrative Agent” and “Issuing Lender”), and BANK OF AMERICA, N.A. (as “Documentation Agent”).
