ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 3.1 Organization................................................... 19 Section 3.2 Capitalization................................................. 20 Section 3.3 Authorization; Validity...Agreement and Plan of Merger • February 27th, 1998 • Rose Acquisition Corp • Services-prepackaged software • California
Exhibit (c)(9) DAVID R. BUTLER c/o State Of The Art, Inc. 56 Technology Drive Irvine, California 92618 February 23, 1998 The Sage Group plc Rose Acquisition Corp. Sage House Benton Park Road Newcastle Upon Tyne, NE7 7LZ England Ladies and Gentlemen:...Rose Acquisition Corp • February 27th, 1998 • Services-prepackaged software
ARTICLE IStock Option Agreement • February 27th, 1998 • Rose Acquisition Corp • Services-prepackaged software • California
JOINT FILING AGREEMENTJoint Filing Agreement • February 27th, 1998 • Rose Acquisition Corp • Services-prepackaged software
This will confirm the agreement by and between the undersigned that the Statement on Schedule 13D (the "Statement") filed on or about this date with respect to the beneficial ownership by the undersigned of shares of common stock, no par value, of State Of The Art, Inc., a California corporation, is being filed on behalf of the undersigned.
DATED 27th January 1998 ____________________________________________Facilities Agreement • February 27th, 1998 • Rose Acquisition Corp • Services-prepackaged software • England and Wales
DAVID W. HANNA c/o State Of The Art, Inc. 56 Technology Drive Irvine, California 92618 February 23, 1998 The Sage Group plc Rose Acquisition Corp. Sage House Benton Park Road Newcastle Upon Tyne, NE7 7LZ England Ladies and Gentlemen: Reference is...Rose Acquisition Corp • February 27th, 1998 • Services-prepackaged software
FRESHFIELDS CONTENTSRose Acquisition Corp • February 27th, 1998 • Services-prepackaged software • England
State of the Art, Inc. 56 Technology Drive Irvine, CA 92618 U.S.A.Rose Acquisition Corp • February 27th, 1998 • Services-prepackaged software • California
February 23, 1998 The Sage Group plc Rose Acquisition Corp. Sage House Benton Park Road Newcastle Upon Tyne, NE7 7LZ England Ladies and Gentlemen: Reference is hereby made to the Agreement and Plan of Merger, dated January 27, 1998 (the "Merger...Rose Acquisition Corp • February 27th, 1998 • Services-prepackaged software
Exhibit (c)(7) JEFFREY E. GOLD c/o State Of The Art, Inc. 56 Technology Drive Irvine, California 92618 February 23, 1998 The Sage Group plc Rose Acquisition Corp. Sage House Benton Park Road Newcastle Upon Tyne, NE7 7LZ England Ladies and Gentlemen:...Rose Acquisition Corp • February 27th, 1998 • Services-prepackaged software
GEORGE RIVIERE c/o State Of The Art, Inc. 56 Technology Drive Irvine, California 92618 February 23, 1998 The Sage Group plc Rose Acquisition Corp. Sage House Benton Park Road Newcastle Upon Tyne, NE7 7LZ England Ladies and Gentlemen: Reference is...Rose Acquisition Corp • February 27th, 1998 • Services-prepackaged software
