1 EXHIBIT 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 18th, 2000 • Best Software Inc • Services-prepackaged software • Virginia
Confidential material has been omitted and filed separately with the Securities and Exchange Commission. Astericks denote such omissions.License Agreement • August 8th, 1997 • Best Software Inc • New Jersey
1 EXHIBIT 6 SHAREHOLDERS AGREEMENT SHAREHOLDERS AGREEMENT (this "Agreement"), dated January 12, 2000, by and among The Sage Group plc, a company organized under the laws of England ("Parent"), Bobcat Acquisition Corp., a Virginia corporation and a...Shareholders Agreement • January 18th, 2000 • Best Software Inc • Services-prepackaged software • Virginia
1- 2 The term Registration Statement as used in this agreement shall mean such registration statement, including all exhibits and financial statements, all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus...Best Software Inc • September 25th, 1997 • Services-prepackaged software • New York
Special Series Warrant No. __Best Software Inc • August 8th, 1997 • Virginia
1 EXHIBIT 10.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 17th day of May, 1995, is entered into by Best Programs, Inc., a Virginia Corporation with its principal place of business at 11413 Isaac Newton Square,...Employment Agreement • August 8th, 1997 • Best Software Inc
WITNESSETH:Best Software Inc • August 8th, 1997 • Virginia
TOLease Agreement • August 8th, 1997 • Best Software Inc • Virginia
September , 1997Best Software Inc • September 25th, 1997 • Services-prepackaged software
1 EXHIBIT 10.18 STOCKHOLDERS' VOTING AGREEMENT Agreement made this 17th day of May, 1995, by and among Best Programs, Inc., a Virginia corporation (the "Company"), James F. Petersen (the "Founder") and Edison Venture Fund L.P. (the "Investor"). The...Stockholders' Voting Agreement • August 8th, 1997 • Best Software Inc • Virginia
1 EXHIBIT 10.19 January 27, 1999 Mr. James F. Petersen 9706 Carmel Court Bethesda, MD 20817 Dear Jim: This letter is intended to document our agreement to amend the Employment Agreement between you and Best Software, Inc., dated May 17, 1995 (the...Best Software Inc • March 24th, 1999 • Services-prepackaged software
LEASELease Agreement • August 8th, 1997 • Best Software Inc
AMENDMENT NO. 1 TO THE LOAN AND WARRANT PURCHASE AGREEMENT (THE "LENDER")Loan and Warrant Purchase Agreement • September 25th, 1997 • Best Software Inc • Services-prepackaged software
1 EXHIBIT 7 MUTUAL NON-DISCLOSURE AGREEMENT This Agreement is entered into on October 14, 1999 between Best Software, Inc., with its principal place of business at 11413 Issac Newton Square, Reston, VA 20190 and Sage Software, Inc., with its principal...Mutual Non-Disclosure Agreement • January 18th, 2000 • Best Software Inc • Services-prepackaged software • Virginia
ARTICLE I THE OPTIONStock Option Agreement • January 18th, 2000 • Best Software Inc • Services-prepackaged software • Virginia
2- 3 will loan to Borrower at Borrower's request an additional One Million Five Hundred Thousand Dollars ($1,500,000) (but not less than One Million Five Hundred Thousand Dollars ($1,500,000)) (the "Supplemental Loan"). All loans by Lender to Borrower...Loan and Warrant Purchase Agreement • August 8th, 1997 • Best Software Inc • Pennsylvania
Confidential material has been omitted and filed separately with the Securities and Exchange Commission. Astericks denote such omissions.Asset Purchase and Transition Agreement • August 8th, 1997 • Best Software Inc • New Jersey
1 EXHIBIT 10.12 CONSOLIDATING REGISTRATION RIGHTS AGREEMENT This Agreement dated as of June 3, 1993, is entered into by and among Best Programs, Inc., a Virginia corporation (the "Company") PNC Capital Corp., a Delaware corporation ("PNC"), Edison...Consolidating Registration Rights Agreement • August 8th, 1997 • Best Software Inc • Virginia
1 EXHIBIT 10.17 Amendment to Warrant THIS AMENDMENT is entered into by and among PNC Capital Corp. ("PNC"), and Best Software, Inc., previously named Best Programs, Inc. ("Best"). WHEREAS, on March 24, 1993 Best issued to PNC a Best Programs, Inc....Best Software Inc • August 8th, 1997
