AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 15, 2003 BY AND AMONG SSA GLOBAL TECHNOLOGIES, INC., RUSH MERGER SUBSIDIARY, INC. AND EXE TECHNOLOGIES, INC.Agreement and Plan of Merger • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 15, 2003 (this “Agreement”), by and among SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (“Parent”), RUSH MERGER SUBSIDIARY, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and EXE TECHNOLOGIES, INC., a Delaware corporation (the “Company”).
COMBINATION AGREEMENT BY AND AMONG SSA GLOBAL TECHNOLOGIES INC., 36338 YUKON INC. IRONSIDE TECHNOLOGIES INC. AND JOEL KALLETT Dated as of June 17, 2003Combination Agreement • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • Ontario
This COMBINATION AGREEMENT (this “Agreement”), dated as of June 17, 2003, is made by and among SSA Global Technologies Inc., a Delaware corporation (“Parent”), 36338 Yukon Inc., a corporation incorporated under the laws of the Yukon Territory and a direct wholly-owned subsidiary of Parent (“Subco”), Ironside Technologies Inc., a corporation continued under the laws of the Yukon Territory (the “Company”) and Joel Kallett, in his capacity as the Shareholders’ Representative. Parent, Subco, the Company and the Shareholders’ Representative are each individually referred to herein as a “Party” and together collectively referred to herein as the “Parties”.
Employment Agreement Graeme CooksleyEmployment Agreement • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services
In consideration of the mutual covenants and conditions contained herein, the parties intending to be legally bound, agree as follows:
REGISTRATION RIGHTS AGREEMENT among SSA GLOBAL TECHNOLOGIES, INC., GENERAL ATLANTIC PARTNERS 76 L.P., GAP COINVESTMENT PARTNERS II, L.P., GAPSTAR, LLC, GAPCO GMBH & CO. KG, SSA INVESTOR, LLC, SSA WARRANT HOLDINGS, LLC, ABLECO, L.L.C., CERBERUS...Registration Rights Agreement • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • New York
WHEREAS, pursuant to the Securities Exchange Agreement dated as of April 2, 2003, by and among SSA Investor, Senior Warrantholder, Ableco, Cerberus Partners, Cerberus Institutional Partners, Madeleine and the Company, SSA Investor, Senior Warrantholder, Ableco, Cerberus Partners, Cerberus Institutional Partners and Madeleine have agreed to exchange all of the existing equity securities and $10,000,000 of indebtedness of the Company for an aggregate of 2,250,000 shares of Series A Preferred Stock;
INVENSYS HOLDINGS LIMITED INVENSYS INC. INVENSYS TWENTY-ONE LIMITED (as the Vendors) and GAC BAAN ACQUISITION LLC (as the Purchaser) SALE AND PURCHASE AGREEMENT for the sale and purchase of the Baan Business FRESHFIELDS BRUCKHAUS DERINGERSale and Purchase Agreement • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services
INVENSYS HOLDINGS LIMITED INVENSYS INC. INVENSYS TWENTY-ONE LIMITED GAC BAAN ACQUISITION LLC INVENSYS PLC GENERAL ATLANTIC PARTNERS (BERMUDA), L.P. CERBERUS CAPITAL MANAGEMENT II, L.P. SSA GLOBAL TECHNOLOGIES, INC. SSA CARIBBEAN HARFSEN HOLDING B.V....Ssa Global Technologies, Inc • August 9th, 2004 • Services-computer programming services
Employment Agreement Kirk IsaacsonEmployment Agreement • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • California
In consideration of the mutual covenants and conditions contained herein, the parties intending to be legally bound, agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • Illinois
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into by and between SSA Global Technologies, Inc., a Delaware corporation (“Company”), and Michael Greenough (“Executive”), and sets forth the terms of Executive’s employment with the Company, as well as the parties’ understanding with respect to any future termination of that employment relationship.
