Artemis International Solutions CorporationArtemis International Solutions Corp • March 14th, 2006 • Services-prepackaged software • New York
In connection with the Agreement and Plan of Merger dated as of March 10, 2006 by and between Artemis International Solutions Corporation, a Delaware corporation (“Artemis”), and Trilogy, Inc., a Delaware corporation (“Parent”) and RCN Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Newco”), pursuant to which Artemis will be acquired by Parent/Newco (the “Merger”), Artemis and Proha Plc. (“Proha”), on behalf of themselves and their respective subsidiaries and affiliates, hereby agree pursuant to this letter (“Proha Agreement”) as follows:
ContractStockholders Agreement • March 14th, 2006 • Artemis International Solutions Corp • Services-prepackaged software • Delaware
STOCKHOLDERS AGREEMENT dated as of March 10, 2006 (this “Agreement”), between RCN Acquisition, Inc., a Delaware corporation (“Newco”), and the entities listed on Schedule A attached hereto (the “Stockholder”).
AGREEMENT AND PLAN OF MERGER AMONG ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION, TRILOGY, INC. AND RCN ACQUISITION, INC. dated as of March 10, 2006Agreement and Plan of Merger • March 14th, 2006 • Artemis International Solutions Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 10, 2006 (this “Agreement”) by and among Artemis International Solutions Corporation, a Delaware corporation (the “Company”), Trilogy, Inc., a Delaware corporation (“Parent”)and RCN Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Newco”).
February 6, 2006 LAURUS MASTER FUND, LTD. c/o Ogier Corporate Services Ltd. Queensgate House South Church Street Grand Cayman, Cayman Islands Attention: Mr. Eugene Grin Re: Laurus Master Fund Credit Facility Dear Mr. Grin:Letter Agreement • March 14th, 2006 • Artemis International Solutions Corp • Services-prepackaged software
Reference is hereby made to (i) that certain Security Agreement dated August 14, 2003, by and between Laurus Master Fund, Ltd. (“Laurus”) and Artemis International Solutions Corporation, a Delaware corporation (the “Company”) and Artemis International Solutions Ltd., a United Kingdom corporation (“AISL”) and wholly owned subsidiary of the Company (as amended, modified and/or supplemented from time to time, the “Security Agreement”), (ii) the Secured Convertible Minimum Borrowing Note, dated as of August 14, 2003 and issued by the Company to Laurus pursuant to the terms of the Security Agreement (as amended, modified and/or supplemented from time to time, the “Minimum Borrowing Note”), (iii) the Waiver Letter and Amendment dated as of March 31, 2005 (the “Initial Waiver Letter”) and (iv) the subsequent waiver letters dated December 29, 2005 and January 16, 2006. (together with the Minimum Borrowing Note, the Security Agreement, the Initial Waiver Letter and any ancillary agreements exec
