Services-computer integrated systems design Sample Contracts

Creative Realities, Inc.SECURITIES PURCHASE AGREEMENT (February 19th, 2021)

This Securities Purchase Agreement (this “Agreement”) is dated as of February 18, 2021, between Creative Realities, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

CERNER CorpCerner Corporation (February 19th, 2021)

Re: Amendment to your Executive Severance Agreement regarding treatment of future equity awards upon a Change in Control

CERNER CorpOctober 28, 2020 (February 19th, 2021)

This letter agreement outlines the terms of the agreement between you and Cerner Corporation (“Cerner”) regarding your departure from Cerner to be effective on March 31, 2021.

CERNER CorpCERNER EXECUTIVE SEVERANCE AGREEMENT (February 19th, 2021)

This Cerner Executive Severance Agreement (this “Executive Severance Agreement”), effective as of June 1, 2020 (the “Effective Date”), is a supplement to and amendment of the employment agreement dated June 1, 2020 between Jerome Labat (“you”/“your”) and Cerner Corporation, a Delaware corporation (“Cerner”).

CERNER CorpCERNER CORPORATION 2011 OMNIBUS EQUITY INCENTIVE PLAN – TIME-BASED RSU AGREEMENT (February 19th, 2021)

WHEREAS, the Compensation Committee of the Board of Directors or its duly appointed subcommittee or authorized delegatee (the “Committee”) of Cerner Corporation (the “Company”) has determined that Grantee (“Participant”) is eligible to receive a Time-Based Restricted Stock Unit ("RSU") Grant under the Company’s 2011 Omnibus Equity Incentive Plan, as Amended & Restated May 22, 2015 (the “Plan”), as so indicated in the Notice of Grant of Award, which together with any RSU Award Agreement and this Time-Based RSU Agreement, constitutes the “Agreement”;

CERNER CorpCERNER CORPORATION 2011 OMNIBUS EQUITY INCENTIVE PLAN – PERFORMANCE-BASED RSU AGREEMENT (February 19th, 2021)

WHEREAS, the Compensation Committee of the Board of Directors or its duly appointed subcommittee or authorized delegatee (the “Committee”) of Cerner Corporation (“the Company”) has determined that Grantee (“Participant”) is eligible to receive a Performance-Based Restricted Stock Unit ("RSU") Grant under the Company’s 2011 Omnibus Equity Incentive Plan, as amended, supplemented, restated or otherwise modified (the “Plan”), as so indicated in the Notice of Grant of Award, which together with the RSU Award Agreement and this Performance Based RSU Agreement, constitutes the “Agreement”;

Henry Jack & Associates IncAIRCRAFT TIME SHARING AGREEMENT (February 9th, 2021)

This Aircraft Time Sharing Agreement (“Agreement”) is effective as of the 10th day of November 2020 (“Effective Date”), by and between Jack Henry and Associates, Inc. (“Lessor”), and David Foss (“Lessee”);

Creative Realities, Inc.TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (February 3rd, 2021)

This TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of January 31, 2021 (this “Amendment”) to the Loan and Security Agreement dated as of August 17, 2016 (as amended by the First Amendment dated as of December 12, 2016, the Second Amendment dated as of November 13, 2017 (including the Allonge dated November 13, 2017 pursuant thereto to the Revolving Note and the Term Note), the Third Amendment dated as of January 16, 2018, the Fourth Amendment dated as of April 27, 2018, the Fifth Amendment dated as of November 14, 2018 and a Joinder Agreement dated as of November 20, 2018, the Sixth Amendment dated as of November 6, 2019, the Seventh Amendment dated as of December 17, 2019, the Eighth Amendment dated as of April 1, 2020, the Ninth Amendment dated as of September 29, 2020, the Tenth Amendment dated as of November 30, 2020, the Eleventh Amendment dated as of December 31, 2020, and as it may be further amended, restated, supplemented, modified or otherwise changed from time to

PARETEUM CorpFebruary 1, 2021 High Trail Investments SA LLC Hoboken, NJ 07030 Attention: Eric Helenek (February 2nd, 2021)

This letter agreement pertains to that certain Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended by that certain Amendment to Senior Secured Convertible Note Due 2025, dated as of July 18, 2020, and as further amended by that certain Forbearance Agreement, dated as of November 30, 2020 (the “Forbearance Agreement”), the “Note”), made by Pareteum Corporation, a Delaware corporation (the “Company”), to High Trail Investments SA LLC (“HT”). All capitalized terms used in this letter agreement, but not defined herein, have the meanings ascribed to such terms in the Forbearance Agreement or, if not defined therein, the Note.

Agilysys IncRESTRICTED STOCK AWARD AGREEMENT (January 27th, 2021)

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of the Grant Date set forth above by and between Agilysys, Inc., an Ohio corporation (the “Company”), and the Participant set forth above (“you” or the “Participant”).

Agilysys IncSTOCK APPRECIATION RIGHTS AGREEMENT (January 27th, 2021)

THIS STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the Grant Date set forth above by and between Agilysys, Inc., an Ohio corporation (the “Company”), and the Participant set forth above (“you” or the “Participant”).

Legion Partners Asset Management, LLCJOINT FILING AGREEMENT (January 27th, 2021)

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of OneSpan Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Agilysys IncRESTRICTED STOCK AWARD AGREEMENT (January 27th, 2021)

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of the Grant Date set forth above by and between Agilysys, Inc., an Ohio corporation (the “Company”), and the Participant set forth above (“you” or the “Participant”).

Agilysys IncSTOCK APPRECIATION RIGHTS AGREEMENT (January 27th, 2021)

THIS STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the Grant Date set forth above by and between Agilysys, Inc., an Ohio corporation (the “Company”), and the Participant set forth above (“you” or the “Participant”).

Simulations Plus IncEMPLOYMENT AGREEMENT (January 11th, 2021)

This Employment Agreement (the “Agreement”) is made as of this 1st day of December, 2020 (the “Effective Date”), by Simulations Plus, Inc., a California corporation (the “Company”) and Will Frederick, an individual (the “Employee”) with reference to the following facts:

Creative Realities, Inc.ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (January 7th, 2021)

This ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of December 31, 2020 (this “Amendment”) to the Loan and Security Agreement dated as of August 17, 2016 (as amended by the First Amendment dated as of December 12, 2016, the Second Amendment dated as of November 13, 2017 (including the Allonge dated November 13, 2017 pursuant thereto to the Revolving Note and the Term Note), the Third Amendment dated as of January 16, 2018, the Fourth Amendment dated as of April 27, 2018, the Fifth Amendment dated as of November 14, 2018 and a Joinder Agreement dated as of November 20, 2018, the Sixth Amendment dated as of November 6, 2019, the Seventh Amendment dated as of December 17, 2019, the Eighth Amendment dated as of April 1, 2020, the Ninth Amendment dated as of September 29, 2020, the Tenth Amendment dated as of November 30, 2020 and as it may be further amended, restated, supplemented, modified or otherwise changed from time to time, the “Loan Agreement”), is by and among Creativ

PARETEUM CorpJanuary 4, 2021 High Trail Investments SA LLC Hoboken, NJ 07030 Attention: Eric Helenek (January 6th, 2021)

This letter agreement pertains to that certain Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended by that certain Amendment to Senior Secured Convertible Note Due 2025, dated as of July 18, 2020, and as further amended by that certain Forbearance Agreement, dated as of November 30, 2020 (the “Forbearance Agreement”), the “Note”), made by Pareteum Corporation, a Delaware corporation (the “Company”), to High Trail Investments SA LLC (“HT”). All capitalized terms used in this letter agreement, but not defined herein, have the meanings ascribed to such terms in the Forbearance Agreement or, if not defined therein, the Note.

DSG Global Inc.Contract (December 31st, 2020)

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

DSG Global Inc.SECURITIES PURCHASE AGREEMENT (December 31st, 2020)

This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2020, between DSG Global, Inc., a Nevada corporation (the “Company”), and GHS Investments, LLC, a Nevada limited liability company (the “Purchaser”).

Caci International Inc /De/AMENDMENT NO. 2 TO MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (December 30th, 2020)

This AMENDMENT NO. 2 to the MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (this “Amendment”), dated as of December 24, 2020, is among CACI INTERNATIONAL INC, a Delaware corporation, as seller representative (in such capacity, the “Seller Representative”), CACI, INC. - FEDERAL, a Delaware corporation (“CACI Federal”), certain of CACI Federal’s Subsidiaries party hereto (collectively with the Seller Representative and CACI Federal, the “Sellers” and each, an “Seller”), and MUFG BANK, LTD. (“MUFG”), as a Purchaser and as administrative agent for the Purchasers (the “Administrative Agent”).

Kubient, Inc.UNDERWRITING AGREEMENT between KUBIENT, INC., and MAXIM GROUP LLC and JOSEPH GUNNAR & CO. LLC as Co-Representatives of the Several Underwriters KUBIENT, INC. UNDERWRITING AGREEMENT (December 28th, 2020)

The undersigned, Kubient, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Kubient, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Maxim Group LLC and Joseph Gunnar & Co. LLC (hereinafter collectively referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

PARETEUM CorpHT Investments SA LLC (December 23rd, 2020)

Reference is made to that certain Forbearance Agreement (the “Forbearance Agreement”) entered into as of November 30, 2020 between Pareteum Corporation, a Delaware corporation (the “Company”) and High Trail Investments SA LLC (“HT”). All capitalized terms used in this letter agreement, but not defined herein, have the meanings ascribed to such terms in the Forbearance Agreement.

PARETEUM CorpDecember 23, 2020 High Trail Investments SA LLC Hoboken, NJ 07030 Attention: Eric Helenek (December 23rd, 2020)

Reference is made to the Deposit Account Control Agreement dated June 8, 2020 entered into by and among Pareteum Corporation, a Delaware corporation (the “Company”), High Trail Investments SA LLC, a Delaware limited liability company, as collateral agent (“High Trail”), and Capital One, National Association (“Capital One”) regarding the Company’s account with Capital One numbered *********** (the “Controlled Account”) and that certain Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended by that certain Amendment to Senior Secured Convertible Note Due 2025, dated as of July 18, 2020, the “Note”). All capitalized terms used but not defined herein, have the meanings ascribed to such terms in that certain Forbearance Agreement, dated as of November 30, 2020 (the “Forbearance Agreement”) entered into by the Company and High Trail. In connection with the release of the sum of One Million Dollars ($1,000,000) from the Controlled Account and the agreement of High Trai

Blgi, Inc.ESCROW AGREEMENT (December 21st, 2020)

THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into this 1st day of September, 2020 by and among Black Cactus Global, Inc., a Florida corporation having an address at 207 W. Division Street, Suite 137, Chicago, Illinois 60622 (the “Company”), Bellridge Capital, L.P., a Delaware limited partnership having an address at 515 E. Las Olas Blve., Suite 120A, Fort Lauderdale, FL 33301 (“Bellridge”) and Sullivan & Worcester LLP (the “Escrow Agent”).

Kubient, Inc.UNDERWRITING AGREEMENT between KUBIENT, INC., and MAXIM GROUP LLC and JOSEPH GUNNAR & CO. LLC as Co-Representatives of the Several Underwriters KUBIENT, INC. UNDERWRITING AGREEMENT (December 21st, 2020)

The undersigned, Kubient, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Kubient, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Maxim Group LLC and Joseph Gunnar & Co. LLC (hereinafter collectively referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

Asure Software Inc2,600,000 Shares ASURE SOFTWARE, INC. Common Stock UNDERWRITING AGREEMENT (December 18th, 2020)

The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules”) adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (No. 333-224068), which became effective as of April 16, 2018, including a base prospectus (the “Base Prospectus”) relating to debt securities, preferred stock, common stock, debt warrants, equity warrants, rights and units of the Company that may be sold from time to time by the Company in accordance with Rule 415 of the Securities Act, and such amendments thereof as may have been required to the date of this Agreement. (such registration statement, including all exhibits and all documents and information deemed to be part of the registration statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in th

Marker II LPTUFIN SOFTWARE TECHNOLOGIES LTD. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (December 14th, 2020)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 6th day of March, 2019, by and among Tufin Software Technologies Ltd., a company incorporated under the laws of the State of Israel, having its main place of business at 5 Shoham Street, Ramat Gan 52521, Israel (the “Company”) and each of the parties set forth in Exhibit I attached hereto (the “Investors” and each an “Investor”), and each of the parties set forth in Exhibit II attached hereto (the “Existing Shareholders” and together with the Investors, the “Shareholders” and each a “Shareholder”).

Catalyst Private Equity Partners (Israel) II LPTUFIN SOFTWARE TECHNOLOGIES LTD. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (December 14th, 2020)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 6th day of March, 2019, by and among Tufin Software Technologies Ltd., a company incorporated under the laws of the State of Israel, having its main place of business at 5 Shoham Street, Ramat Gan 52521, Israel (the “Company”) and each of the parties set forth in Exhibit I attached hereto (the “Investors” and each an “Investor”), and each of the parties set forth in Exhibit II attached hereto (the “Existing Shareholders” and together with the Investors, the “Shareholders” and each a “Shareholder”).

Cleanspark, Inc.CERTAIN INFORMATION, IDENTIFIED BY [*****], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED AGREEMENT AND PLAN OF MERGER by and among CleanSpark, ... (December 10th, 2020)
PARETEUM CorpDecember 8, 2020 High Trail Investments SA LLC Hoboken, NJ 07030 Attention: Eric Helenek (December 9th, 2020)

This letter agreement pertains to that certain Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended by that certain Amendment to Senior Secured Convertible Note Due 2025, dated as of July 18, 2020, and as further amended by that certain Forbearance Agreement, dated as of November 30, 2020 (the “Forbearance Agreement”), the “Note”), made by Pareteum Corporation, a Delaware corporation (the “Company”), to High Trail Investments SA LLC (“HT”). All capitalized terms used in this letter agreement, but not defined herein, have the meanings ascribed to such terms in the Forbearance Agreement or, if not defined therein, the Note.

American Virtual Cloud Technologies, Inc.AMENDMENT AND JOINDER TO REGISTRATION RIGHTS AGREEMENT (December 7th, 2020)

This Amendment and Joinder (this “Amendment and Joinder”), entered into and effective as of December 1, 2020, is made to that certain Registration Rights Agreement, dated as of April 7, 2020, by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), and the other parties thereto (the “RRA”). This Amendment and Joinder is entered into by and among the Company, the undersigned parties listed under the heading “Original Holders” on the signature page hereto, and SPAC Opportunity Partners Investment Sub LLC (the “Initial Investor”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the RRA.

Ribbon Communications Inc.AMENDED AND RESTATED PURCHASE AGREEMENT among RIBBON COMMUNICATIONS INC., RIBBON COMMUNICATIONS OPERATING COMPANY, INC., RIBBON COMMUNICATIONS INTERNATIONAL LIMITED and AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. dated as of December 1, 2020 (December 7th, 2020)

This Amended and Restated Purchase Agreement (this “Agreement”), dated as of December 1, 2020, is entered into by and among Ribbon Communications Inc., a Delaware corporation (“Parent”), Ribbon Communications Operating Company, Inc., a Delaware corporation (“RCOCI”), Ribbon Communications International Limited, an Ireland company (“RCIL”, and together with RCOCI, each a “Seller” and collectively the “Sellers”), and American Virtual Cloud Technologies, Inc., a Delaware corporation (“Buyer”). Sellers and Buyer are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”.

American Virtual Cloud Technologies, Inc.Contract (December 7th, 2020)

THIS DEBENTURE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN SECTION 3 OF THIS DEBENTURE TO THE SENIOR INDEBTEDNESS (AS DEFINED HEREIN), AND EACH HOLDER OF THIS DEBENTURE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF SECTIONS 3 AND 12 OF THIS DEBENTURE.

American Virtual Cloud Technologies, Inc.Employment Agreement (December 7th, 2020)

This Employment Agreement (this "Agreement") is made effective as of December 1, 2020 by and between American Virtual Cloud Technologies, Inc. ("The Company") of 1720 Peachtree Street, Suite 629, Atlanta, Georgia, 30309 and Michael Dennis, ("Mr. Dennis”), of 95 West Main Street, 5-261, Chester, NJ 07930.

American Virtual Cloud Technologies, Inc.Employment Agreement (December 7th, 2020)

This Employment Agreement (this "Agreement") is made effective as of December 1, 2020 by and between American Virtual Cloud Technologies, Inc. ("The Company") of 1720 Peachtree Street, Suite 629, Atlanta, Georgia, 30309 and Thomas King, ("Mr. King”), of 1298 Waterford Green Trail, Marietta, GA 30068. This Agreement replaces all prior employment agreements.