Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of ______ __, 2004, is entered into by and between LEVEL 8 SYSTEMS, INC., a Delaware corporation (the "Company"), and the investors signatory...Registration Rights Agreement • May 12th, 2004 • Level 8 Systems Inc • Services-computer programming services • Delaware
Exhibit 10.17 L E A S E A G R E E M E N T NORTH CAROLINA COUNTY OF WAKE THIS LEASE AGREEMENT dated the 7th day of November, 2003, and entered into between REGENCY PARK CORPORATION, a North Carolina corporation having its principal place of business in...Lease Agreement • March 30th, 2004 • Level 8 Systems Inc • Services-computer programming services • North Carolina
EXHIBIT 10.1 PURCHASE AGREEMENT dated as of July 31, 2000Purchase Agreement • August 11th, 2000 • Level 8 Systems Inc • Services-computer programming services • New York
Exhibit 4.2 VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON MARCH ___, 2008 (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF) THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS...Level 8 Systems Inc • March 31st, 2003 • Services-computer programming services
STOCK PURCHASE AGREEMENT dated as of September 29, 2000 (this "Agreement") --------- between (i) THE A CONSULTING TEAM, INC., a New York corporation (the "Company"), ------- and (ii) LEVEL 8 SYSTEMS, INC. (the "Investor"). --------Stock Purchase Agreement • November 15th, 2000 • Level 8 Systems Inc • Services-computer programming services • New York
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of OCTOBER 15, 2003, by and between LEVEL 8 SYSTEMS, INC., a Delaware corporation (the "Company"), and the various purchasers listed on...Securities Purchase Agreement • March 30th, 2004 • Level 8 Systems Inc • Services-computer programming services • New York
EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July 20, 2000, among Level 8 Systems, Inc., a Delaware corporation (the "Company"), and the parties who have executed this...Registration Rights Agreement • July 31st, 2000 • Level 8 Systems Inc • Services-computer programming services • New York
EXHIBIT 10.2 ASSET PURCHASE AGREEMENT ------------------------ MADE AS OF MAY 31, 2002Asset Purchase Agreement • June 25th, 2002 • Level 8 Systems Inc • Services-computer programming services • Delaware
ARTICLE I PAYMENT OF PRINCIPAL AND INTERESTLevel 8 Systems Inc • May 12th, 2004 • Services-computer programming services • Delaware
EXHIBIT 10.3 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,...Level 8 Systems Inc • October 17th, 2001 • Services-computer programming services • New York
Exhibit 10.3 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,...Level 8 Systems Inc • November 15th, 2002 • Services-computer programming services • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 5th, 1999 • Level 8 Systems Inc • Services-computer programming services • Virginia
Dated as of December 15, 2000 LOAN AGREEMENT BANK HAPOALIM B.M. 1177 Avenue of the Americas New York, New York 10036 Dear Sirs: This Letter Agreement, including the attached Schedules A-C, and any attached Riders, Exhibits, Supplements and...Level 8 Systems Inc • March 29th, 2001 • Services-computer programming services • New York
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January __, 2002, by and among Level 8 Systems, Inc., a Delaware corporation ("Company"), and MLBC, Inc., a Delaware corporation ("Purchaser"). W I...Registration Rights Agreement • January 11th, 2002 • Level 8 Systems Inc • Services-computer programming services • New York
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT ----------------------------- This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October __, 2003, is entered into by and between LEVEL 8 SYSTEMS, INC., a Delaware corporation (the "Company"),...Registration Rights Agreement • March 30th, 2004 • Level 8 Systems Inc • Services-computer programming services • Delaware
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 14, 2002, by and among Level 8 Systems, Inc., a Delaware corporation (the "Company"), and the investors signatory...Registration Rights Agreement • August 27th, 2002 • Level 8 Systems Inc • Services-computer programming services • New York
Exhibit 10.1 First Amendment to Exchange Agreement THIS FIRST AMENDMENT TO EXCHANGE AGREEMENT (this "Amendment") is dated as of October __, 2002 among Level 8 Systems, Inc., a Delaware corporation (the "Company"), and the various stockholders...Exchange Agreement • November 15th, 2002 • Level 8 Systems Inc • Services-computer programming services • New York
1 EXHIBIT 10.3 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT, dated as of August 23, 2000 (this "Agreement"), by and among Level 8 Systems, Inc., a Delaware corporation having an office at 8000 Regency Parkway, Cary, North Carolina 27511 ("Company"),...Stockholders Agreement • September 11th, 2000 • Level 8 Systems Inc • Services-computer programming services • New York
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of ___________, 2004, by and between LEVEL 8 SYSTEMS, INC., a Delaware corporation (the "Company"), and the various purchasers listed on...Securities Purchase Agreement • May 12th, 2004 • Level 8 Systems Inc • Services-computer programming services • Delaware
LOAN AND SECURITY AGREEMENT BORROWERS: SEER TECHNOLOGIES, INC. ("SEER") LEVEL 8 SYSTEMS, INC. ("LEVEL 8") ADDRESS: 8000 REGENCY PARKWAY CARY, NORTH CAROLINA 27511 DATE: MARCH 31, 1999 This Loan and Security Agreement is entered into on the above date...Loan and Security Agreement • April 1st, 1999 • Level 8 Systems Inc • Services-computer programming services • California
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of __________, 2004, by and between LEVEL 8 SYSTEMS, INC., a Delaware corporation (the "Company"), and the various purchasers listed on...Securities Purchase Agreement • May 12th, 2004 • Level 8 Systems Inc • Services-computer programming services • Delaware
EXHIBIT 10.1 SEPARATION AGREEMENT AND MUTUAL LIMITED RELEASE THIS SEPARATION AGREEMENT AND MUTUAL LIMITED RELEASE (hereinafter referred to as this "Agreement") is made and entered into by and between Paul Rampel (hereinafter referred to as "Employee")...Separation Agreement • June 25th, 2002 • Level 8 Systems Inc • Services-computer programming services • California
EXHIBIT 10.25A STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT, dated as of the ___ day of January 2001, made by Paul Rampel (the "Pledgor") to Level 8 Systems, Inc., a Delaware corporation (the "Secured Party"). Preliminary Statement A. Pledgor...Stock Pledge Agreement • March 29th, 2001 • Level 8 Systems Inc • Services-computer programming services • North Carolina
EXHIBIT 10.30 LOAN AND SECURITY AGREEMENT BORROWERS: SEER TECHNOLOGIES, INC. ("SEER") LEVEL 8 SYSTEMS, INC. ("LEVEL 8") ADDRESS: 8000 REGENCY PARKWAY CARY, NORTH CAROLINA 27511 DATE: MARCH 31, 1999 This Loan and Security Agreement is entered into on...Loan and Security Agreement • May 14th, 1999 • Level 8 Systems Inc • Services-computer programming services • California
DATE: MARCH 31, 1999 This Loan and Security Agreement is entered into on the above date between GREYROCK CAPITAL, a Division of NationsCredit Commercial Corporation ("Greyrock"), whose address is 10880 Wilshire Blvd., Suite 950, Los Angeles, CA 90024 and the borrowers named above (jointly and severally, the "Borrower"), whose chief executive office is located at the above address ("Borrower's Address"). The Schedule to this Agreement (the "Schedule") being signed concurrently is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.) * *AS TO SEER, THIS AGREEMENT AMENDS AND RESTATES IN ITS ENTIRETY THE LOAN AND SECURITY AGREEMENT BETWEEN SEER AND GREYROCK DATED MARCH 26, 1997. ALL OTHER SECURITY AGREEMENTS AND OTHER DOCUMENTS AND AGREEMENTS BETWEEN SEER AND GREYROCK CONTINUE IN FULL FORCE AND EFFECT.
ARTICLE IV REPRESENTATIONS AND WARRANTIES 11 Section 4.1 Representations and Warranties of Company 11 Section 4.2 Representations and Warranties of Parent and 27 Merger SubAgreement and Plan of Merger • November 14th, 2000 • Level 8 Systems Inc • Services-computer programming services • Delaware
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2002 • Level 8 Systems Inc • Services-computer programming services
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2002 • Level 8 Systems Inc • Services-computer programming services • New York
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 19, 2003, by and among Level 8 Systems, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and the...Registration Rights Agreement • March 31st, 2003 • Level 8 Systems Inc • Services-computer programming services • Delaware
Exhibit 10.7 ------------ EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is made and entered into this ____day of March, 2001, by and between LEVEL 8 SYSTEMS, INC., a Delaware corporation (the "Company"), and...Employment Agreement • March 29th, 2001 • Level 8 Systems Inc • Services-computer programming services • California
SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of March 29, 2003, is made by and among Level 8 Systems, Inc., a corporation organized under the laws of the State of Delaware (the "COMPANY"), SDS Merchant...Securities Purchase Agreement • March 31st, 2003 • Level 8 Systems Inc • Services-computer programming services • Delaware
EXHIBIT 10.32 AMENDED SCHEDULE TO LOAN AND SECURITY AGREEMENT BORROWERS: SEER TECHNOLOGIES, INC. LEVEL 8 SYSTEMS, INC. ADDRESS: 8000 REGENCY PARKWAY CARY, NORTH CAROLINA 27511 DATE: APRIL 21, 1999 This Amended Schedule to Loan and Security Agreement...Loan and Security Agreement • May 14th, 1999 • Level 8 Systems Inc • Services-computer programming services
EXHIBIT 10.42 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG LEVEL 8 SYSTEMS, INC., MIDDLEWARE ACQUISITION CORPORATION, MOMENTUM SOFTWARE CORPORATION,Agreement and Plan of Reorganization • March 31st, 1998 • Level 8 Systems • Services-computer programming services • New York
AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 23rd, 2004 • Level 8 Systems Inc • Services-computer programming services • Delaware
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE...Level 8 Systems Inc • August 30th, 2002 • Services-computer programming services • New York
1 EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 23, 2000, by and among Level 8 Systems, Inc., a Delaware corporation ("Company"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated,...Registration Rights Agreement • September 11th, 2000 • Level 8 Systems Inc • Services-computer programming services • New York
