0001047469-06-012984 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • October 20th, 2006 • Paradigm Ltd. • Services-prepackaged software

THIS EXCHANGE AGREEMENT, dated as of September 20, 2006 (this "Agreement"), is by and among Paradigm Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Company"), and each of the several investors named in Schedule I attached hereto (each, an "Investor" and collectively, the "Investors").

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SECOND SUPPLEMENTAL FACILITY AGREEMENT between PARADIGM GEOTECHNOLOGY BV and others as Borrowers and THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as Agent, Arranger, Issuing Bank, Security Trustee and Lender
Agreement • October 20th, 2006 • Paradigm Ltd. • Services-prepackaged software • England

THIS AGREEMENT is an amended and restated agreement which sets out the terms on which the facility agreement originally dated 12th June 2003 is amended and in its amended and restated form is made between:

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