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Exhibit 10.1




STOCK PURCHASE AGREEMENT




     This STOCK PURCHASE AGREEMENT, dated as of January 30, 2006 (this “Agreement”), is
entered into by and among Tyler Technologies, Inc., a Delaware corporation (“Tyler”), and
all of the stockholders of MazikUSA, Inc., an Illinois corporation (“M-USA”), consisting of
M.A. “Sid” Siddiqui (“Sid”), Syed Abu Fahad (“Sy”), and Mohammed Asif
(“Mo”) (Sid, Sy, and Mo are sometimes individually referred to herein as a
“Stockholder” and collectively as the “Stockholders”).



Background




     The Stockholders are the record and beneficial owner of all of the issued and outstanding
capital stock of M-USA, consisting of 1000 shares of common stock, $1.00 par value per share (the
“M-USA Shares”).



     M-USA owns 100% of the capital equity interests of Mazik Pakistan, a corporation organized
under the laws of Pakistan (“M-Pak”) with offices located in Karachi, Pakistan. M-USA also
owns 50% of the equity interests of Mazik International, LLC, a Dubai, United Arab Emirate joint
venture company with offices located in Karachi, Pakistan and Dubai, United Arab Emirate
(“M-Int’l”). For purposes of this Agreement, all references to the “Company” shall
mean and include M-USA, M-Pak, and M-Int’l.



     Tyler desires to purchase all, but not less than all, of the M-USA Shares, and Stockholders
desire to sell all of the M-USA Shares, on the terms and subject to the conditions set forth in
this Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the respective representations,
warranties, covenants, and agreements set forth in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which all parties mutually acknowledge, the parties,
intending to be legally bound, agree as follows:



Article I

Purchase and Sale of M-USA Shares




     Section 1.01. Purchase and Sale of M-USA Shares. The Stockholders hereby sell,
transfer, assign, and deliver to Tyler, and Tyler hereby purchases, accepts, assumes, and receives,
good and marketable title and interest in and to the M-USA Shares, free and clear of any liens,
encumbrances, pledges, restrictive agreements, or adverse claims of any nature whatsoever.



     Section 1.02. Purchase Price. The aggregate purchase price for the M-USA Shares is
$12,000,000 (the “Purchase Price”), consisting of a combination of (a) $9,500,000 cash (the
“Cash Purchase Price”) and (b) $2,500,000 of Tyler common stock, $.01 par value per share
(the “Tyler Shares”). The Purchase Price shall be allocated among the Stockholders as
follows:




     (a) Sid shall receive $10,000,000 consisting of (i) $8,500,000 cash and (ii) $1,500,000
of Tyler Shares in exchange for 833.34 M-USA Shares;




     (b) Sy shall receive $1,000,000 consisting of (i) $500,000 cash and (ii) $500,000 of
Tyler Shares in exchange for 83.33 M-USA Shares; and




     (c) Mo shall receive $1,000,000 consisting of (i) $500,000 cash and (ii) $500,000 of
Tyler Shares in exchange for 83.33 M-USA Shares.



 









 





     Section 1.03. Provisions Relating to the Tyler Shares.




     (a) The Tyler Shares shall be valued based on the twenty-day trading average (ending on
the day immediately preceding the date hereof) of Tyler common stock as reported by the New
York Stock Exchange (NYSE:TYL).




     (b) As promptly as practicable but in any event within ten (10) business days following
the date hereof, Tyler shall deliver a certificate or certificates representing the Tyler
Shares to the Stockholders, in such denominations and in such names as each Stockholder may
request. As promptly as practicable following the date hereof, Tyler shall cause the Tyler
Shares to be approved for listing (subject to official notice of issuance, but in any event,
no later than ninety (90) days after the date hereof) on the New York Stock Exchange.




     (c) As of the date hereof and subject to the restrictions set forth in Section
1.03(d), each Stockholder shall have all rights, including voting rights and dividend
rights, as all other holders of Tyler common stock.




     (d) The Tyler Shares issued pursuant to this Agreement shall not be registered under
the Securities Act of 1933, as amended (the “Securities Act”). Any sale,
assignment, gift, pledge, disposal, or other transfer of the Tyler Shares must be made in
compliance with the Securities Act. Each certificate representing Tyler Shares shall bear
substantially the following legend:




THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF
EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF ALL SUCH LAWS.



Article II

The Closing




     Section 2.01. Closing; Closing Date. The transfer of the M-USA Shares and the closing
of the transactions contemplated by this Agreement (the “Closing”) shall take place
concurrently with the execution hereof. The date of this Agreement is referred to from time to
time herein as the “Closing Date.”



     Section 2.02. Deliveries by Tyler. Concurrently herewith, Tyler has delivered or shall
cause to be delivered the following:




     (a) A wire transfer for the Cash Purchase Price in immediately available funds to be
delivered to the accounts specified by each Stockholder in writing to be transmitted to
Tyler under separate cover;




     (b) Certificates representing the Tyler Shares or copies of the written instructions to
Tyler’s transfer agent authorizing the issuance of the Tyler Shares;




     (c) Executed Employment Agreements for each of Sid, Sy, and Mo, substantially in the
form of Exhibits A-1, A-2, and A-3, respectively; and



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     (d) Such other documents and instruments as may be necessary or appropriate to carry
out the transactions contemplated by this Agreement.



     Section 2.03. Deliveries by the Stockholders. Concurrently herewith, the Stockholders
have delivered or shall cause to be delivered the following:




     (a) Certificates, with fully executed stock powers and signature guarantees, evidencing
the M-USA Shares and any other documentation necessary or appropriate to effect the transfer
of ownership thereof to Tyler;




     (b) Executed Employment Agreements for each of Sid, Sy, and Mo, substantially in the
form of Exhibits A-1; A-2; and A-3, respectively;




     (c) Certificate of Corporate Secretary of each of M-USA, M-Pak, and M-Int’l,
substantially in the form of Exhibits B-1, B-2, and B-3,
respectively;




     (d) Executed Assignment of Copyright, substantially in the form of Exhibit C; and




     (e) Such other endorsements, documents, or instruments as may be necessary to carry out
the transactions contemplated by this Agreement.



Article III

Representations and Warranties of the Stockholders




     Except as set forth in the Disclosure Schedule attached to this Agreement, which is
incorporated by reference herein (the “Disclosure Schedule”), the Stockholders hereby
represent and warrant to Tyler as follows:



     Section 3.01. Organization and Qualification; Stockholders.




     (a) Each of M-USA, M-Pak, and M-Int’l is a corporation duly organized, validly
existing, and in good standing under the laws of its state or other jurisdiction of
formation, has all requisite power and authority to own, lease, and operate its properties
and to carry on its business as it is now being conducted, and is duly qualified and in good
standing to do business in each jurisdiction in which the nature of the business conducted
by it or the ownership or leasing of its properties makes such qualification necessary,
other than where the failure to be so duly qualified and in good standing would not have a
Company Material Adverse Effect. “Company Material Adverse Effect” means any
change, effect, or condition that, individually or when taken together with all other such
changes, effects, or conditions of a similar nature, would be materially adverse to the
business, operations, assets, financial condition, or results of operations of M-USA, M-Pak,
and M-Int’l, taken as a whole.




     (b) The Stockholders beneficially and of record own, in the aggregate, 1,000 shares of
M-USA common stock, which represents all of the issued and outstanding capital stock of
M-USA, free and clear of any security interests, liens, claims, pledges, agreements,
limitations on voting rights, charges, and all other adverse claims.




     (c) M-USA beneficially and of record owns all of the issued and outstanding equity
interests of M-Pak, free and clear of any security interests, liens, claims, pledges,
agreements, limitations on voting rights, charges, and all other adverse claims.



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     (d) M-USA beneficially and of record owns 50% of all of the issued and outstanding
equity interests of M-Int’l, free and clear of any security interests, liens, claims,
pledges, agreements, limitations on voting rights, charges, and all other adverse claims.
Schedule 3.01(c) to the Disclosure Schedule sets forth all of the equity interest
holders of M-Int’l, including name, address, and ownership interest.



     Section 3.02. Governing Documents. The Stockholders have furnished to Tyler true,
complete, and correct copies of the organizational and other governing documents of M-USA, M-Pak,
and M-Int’l (including, without limitation, the certificate of incorporation and bylaws), each as
amended or restated to the date of this Agreement. None of M-USA, M-Pak, or M-Int’l is in
violation of any material provision of its respective organizational and governing documents and
such organizational and governing documents remain in full force and effect.



     Section 3.03. Capitalization.




     (a) The authorized capital stock of M-USA consists of 1,000 shares of common stock,
$1.00 par value per share, of which 1,000 shares are issued and outstanding. No shares of
capital stock of M-USA, M-Pak, or M-Int’l are reserved for any purpose. Each of the
outstanding shares of capital stock of M-USA, M-Pak, and M-Int’l is duly authorized, validly
issued, and fully paid and non-assessable, and has not been issued in violation of (nor are
any of the authorized shares of capital stock subject to) any preemptive or similar rights
under each company’s respective organizational and other governing documents (including,
without limitation, the certificate of incorporation and bylaws), international, federal or
state securities laws, or any agreement to which M-USA, M-Pak, or M-Int’l is a party or by
which it is bound.




     (b) None of M-USA, M-Pak, or M-Int’l (i) directly or indirectly owns, (ii) has any
agreement to purchase or otherwise acquire, or (iii) holds any interest convertible into or
exchangeable or exercisable for, any equity interest in any Person, other than M-USA’s
equity ownership interest in M-Pak and M-Int’l.




     (c) There are no options, warrants, or other rights, agreements, arrangements, or
commitments of any character to which M-USA, M-Pak, or M-Int’l is a party or by which either
is bound relating to the issued or unissued capital stock or other securities of each
respective company or obligating either company to grant, issue, or sell any shares of its
respective capital stock or other securities. There are no agreements, arrangements, or
commitments of any character (contingent or otherwise) pursuant to which any Person is or
may be entitled to receive any payment based on the revenues or earnings, or calculated in
accordance therewith, of M-USA, M-Pak, or M-Int’l. There are no voting trusts, proxies, or
other agreements or understandings with respect to the voting of any shares of capital stock
of M-USA, M-Pak, or M-Int’l.




     (d) There are no obligations, contingent or otherwise, of either M-USA, M-Pak, or
M-Int’l to (i) repurchase, redeem, or otherwise acquire the capital stock or other
securities of each respective company; or (ii) provide material funds to, or make any
material investment in (in the form of a loan, capital contribution, or otherwise), or
provide any guarantee with respect to the obligations of any Person.



     Section 3.04. Authority. Each Stockholder has full legal authority and capacity to
execute and deliver this Agreement and the other documents contemplated by this Agreement (the
“Ancillary Agreements”) to which he is a party, to perform the obligations hereunder and
thereunder, and to



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consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary
Agreements to which the Stockholders are a party have been duly executed and delivered by the
Stockholders and, assuming the due authorization, execution, and delivery of this Agreement and the
Ancillary Agreements by Tyler, constitute the legal, valid, and binding obligations of the
Stockholders, enforceable in accordance with their respective terms, subject to the general
principles of equity, regardless of whether considered in a proceeding in equity or at law.



     Section 3.05. No Conflict; Required Filings and Consents.




     (a) The execution and delivery of this Agreement and the Ancillary Agreements by the
Stockholders do not, and the consummation of the transactions contemplated hereby and
thereby shall not, (i) conflict with or violate the organizational and governing documents,
as amended or restated to the date of this Agreement (including, without limitation, the
certificate of incorporation or bylaws) of either M-USA, M-Pak, or M-Int’l; (ii) to the
knowledge of the Stockholders, conflict with or violate in any material respect any federal,
state, foreign, or local law, statute, ordinance, rule, regulation, order, judgment, or
decree (collectively, “Laws”) applicable to M-USA, M-Pak, or M-Int’l or by which any
of their respective properties is bound or subject; or (iii) result in any breach of or
constitute a default (or an event that with notice or lapse of time or both would become a
default) under, or give to any other Person any rights of termination, amendment,
acceleration, or cancellation of, or require payment under, or result in the creation of a
lien or encumbrance on any of the properties or assets of either M-USA, M-Pak, or M-Int’l
pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise, or other instrument or obligation to which M-USA, M-Pak, or
M-Int’l is a party or by or to which any of their respective properties is bound or subject.




     (b) The execution and delivery of this Agreement and the Ancillary Agreements by the
Stockholders do not, and the consummation of the transactions contemplated hereby and
thereby shall not, require either M-USA, M-Pak, M-Int’l, or the Stockholders to obtain any
consent, license, permit, approval, waiver, authorization, or order of, or to make any
filing with or notification to, any governmental or regulatory authority, foreign or
domestic (federal, state, or local) (collectively, “Governmental Entities”).



     Section 3.06. Permits; Compliance. Each of M-USA, M-Pak, and M-Int’l is in possession
of all material franchises, grants, authorizations, licenses, permits, easements, variances,
exemptions, consents, certificates, approvals, and orders necessary to own, lease, and operate its
properties and to carry on its business as it is now being conducted and currently proposed to be
conducted (collectively, the “Company Permits”), and there is no action, proceeding, or
investigation pending or, to the knowledge of the Stockholders, threatened regarding suspension or
cancellation of any of the Company Permits. Except for instances that would not have a Company
Material Adverse Effect, none of M-USA, M-Pak, or M-Int’l is in conflict with or in default or
violation of (a) any Law applicable to each respective company or by or to which any of their
respective properties is bound or to which they may be subject or (b) any of the Company Permits.
None of M-USA, M-Pak, or M-Int’l has received any written notice with respect to possible
conflicts, defaults, or violations of Laws from any Governmental Entity.



     Section 3.07. Financial Statements.




     (a) Attached as Schedule 3.07(a) of the Disclosure Schedule are true, correct,
and complete copies of the reviewed financial statements of M-USA as of and for the year
ended December 31, 2005, including a balance sheet and a statement of income, cash flows,
and stockholders’ equity (the “Company Financial Statements”). For purposes of
this Agreement,



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the balance sheet as of December 31, 2005 shall be referred to as the “Latest
Balance Sheet” and December 31, 2005 shall be referred to as the “Latest Balance
Sheet Date”.




     (b) The Company Financial Statements present fairly, in all material respects, the
financial position of the Company at the dates shown and the results of operations for the
periods covered in accordance with generally accepted accounting principles on a consistent
basis, except where otherwise noted.




     (c) Except for (i) liabilities reflected in the Latest Balance Sheet; (ii) current
liabilities of the same type and relative amount as those reflected in the Latest Balance
Sheet (that would be disclosed under the same captions on an applicable balance sheet,
consistently prepared) incurred in the ordinary course of business, consistent with past
practice, since the Latest Balance Sheet Date; and (iii) liabilities disclosed in
Schedule 3.07(c) of the Disclosure Schedule, none of M-USA, M-Pak, or M-Int’l has
any material liabilities of any sort, whether absolute or contingent, due or to become due,
known or unknown, asserted or unasserted (collectively, “Liabilities”).



     Section 3.08. Absence of Certain Changes or Events. Except as contemplated by this
Agreement, since the Latest Balance Sheet Date, each of M-USA, M-Pak, and M-Int’l has conducted its
business only in the ordinary course and in a manner consistent with past practice, and there has
not been (a) any material damage, destruction, or loss (whether or not covered by insurance) with
respect to any of their respective assets; (b) any change by either in their respective accounting
or tax reporting methods, principles, or practices; (c) any declaration, setting aside, or payment
of any dividends or distributions of each company’s respective capital stock, or any redemption,
repurchase, or other acquisition by such of their own respective securities; (d) any increase in
the benefits under, or the establishment or amendment of, any bonus, insurance, severance, deferred
compensation, pension, retirement, profit sharing, stock option (including, without limitation, the
granting of stock options, stock appreciation rights, performance awards, or restricted stock
awards), stock purchase, or other employee benefit plan, or any increase in the compensation
payable or to become payable to directors, officers, or employees of M-USA, M-Pak, or M-Int’l; (e)
any entry by either company into any material commitment or transaction not in the ordinary course
of business and consistent with past practice (other than this Agreement and the transactions
contemplated by this Agreement); (f) any increase in indebtedness for borrowed money; or (g) any
Company Material Adverse Effect.



     Section 3.09. Absence of Litigation. There is no claim, action, suit, litigation,
proceeding, arbitration, or investigation of any kind, at law or in equity (including actions or
proceedings seeking injunctive relief), pending or, to the knowledge of the Stockholders,
threatened against either M-USA, M-Pak, or M-Int’l, or any of their respective properties, or
relating to this Agreement or the transactions contemplated by this Agreement. None of M-USA,
M-Pak, or M-Int’l is subject to any continuing order of, consent decree, settlement agreement, or
other similar written agreement with, or continuing investigation by, any Governmental Entity, or
any judgment, order, writ, injunction, decree, or award of any Governmental Entity or arbitrator,
including, without limitation, cease-and-desist or other orders.



     Section 3.10. Employee Benefit Plans; Labor Matters.




     (a) Set forth in Schedule 3.10(a) to the Disclosure Schedule is a complete and
correct list of all “employee benefit plans” (as defined in the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)), all plans or policies providing for
“fringe benefits” (including, without limitation, vacation, paid holidays, personal leave,
employee discount, educational benefit, or similar programs), and each other bonus,
incentive, compensation, deferred compensation, profit sharing, stock, severance,
retirement, health, life, disability, group



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insurance, employment, stock option, stock purchase, stock appreciation right, supplemental
unemployment, layoff, consulting, or any other similar plan, agreement, policy, or
understanding (whether written or oral, qualified or nonqualified, currently effective or
terminated), and any trust, escrow, or other agreement related thereto that (i) is or has
been established, maintained, or contributed to by each of M-USA, M-Pak, M-Int’l, or any
ERISA Affiliate (as defined below) or with respect to which M-USA, M-Pak, M-Int’l, or any
ERISA Affiliate has any liability, or (ii) provides benefits, or describes policies or
procedures applicable, to any officer, employee, director, former officer, former employee,
or former director of M-USA, M-Pak, M-Int’l, or any ERISA Affiliate, or any dependent
thereof, regardless of whether funded (each, an “Employee Plan”, and collectively,
the “Employee Plans”). For purposes of this Agreement, “ERISA Affiliate”
means, as appropriate, M-USA, M-Pak, M-Int’l, and each Person or other trade or business,
whether or not incorporated, that is or has been treated as a single employer or controlled
group member with each pursuant to Code section 414 or ERISA section 4001.




     (b) No written or oral representations have been made to any employee or officer or
former employee or officer of either M-USA, M-Pak, or M-Int’l promising or guaranteeing any
coverage under any employee welfare plan for any period of time beyond the end of the
current plan year (except to the extent of coverage required under Code section 4980B), and
no Employee Plan provides benefits to any employee of M-USA, M-Pak, M-Int’l, any ERISA
Affiliate, or any employee’s dependents after the employee terminates employment other than
as required by law. The consummation of the transactions contemplated by this Agreement
shall not accelerate the time of payment or vesting, or increase the amount of compensation
(including amounts due under Employee Plans) due to any employee, officer, former employee,
or former officer of M-USA, M-Pak, or M-Int’l.




     (c) Except as set forth on Schedule 3.10(c) to the Disclosure Schedule, all
employees of M-USA, M-Pak, and M-Int’l are terminable at will, and to the knowledge of the
Stockholders, there are no binding commitments, written or oral, to any present or former
director, officer, agent, or employee concerning his or her term, condition, or benefits of
employment by either M-USA, M-Pak, or M-Int’l other than as set forth in Schedule
3.10(c) to the Disclosure Schedule.




     (d) With respect to each Employee Plan, the Stockholders have furnished to Tyler true,
correct, and complete copies (to the extent applicable or existing) of (i) the plan
documents and summary plan description; (ii) the most recent determination letter received
from the Internal Revenue Service; (iii) the annual reports required to be filed for the two
most recent plan years of each such Employee Plan; (iv) all related trust agreements,
insurance contracts, or other funding agreements that implement such Employee Plan; and (v)
all other documents, records, or other materials related thereto requested by the Tyler.




     (e) Set forth on Schedule 3.10(e) to the Disclosure Schedule is a complete list
of all employee pension benefit plan maintained by M-USA, M-Pak, M-Int’l, or any ERISA
Affiliate or with respect to which M-USA, M-Pak, M-Int’l, or any ERISA Affiliate contributes
or has any liability (“Employer Contribution Plans”). Each Employer Contribution
Plan meets the qualification requirements of the Code in form and operation, and such
Employer Contribution Plan, and each trust (if any) forming a part thereof, have received a
favorable determination letter from the Internal Revenue Service as to the qualification
under the Code of such Employer Contribution Plan and the tax-exempt status of such related
trust, and, to the knowledge of the Stockholders, nothing has occurred since the date of
such determination letter that could be expected to adversely affect the qualification of
such Employer Contribution Plan or the tax-exempt status of such related trust.



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     (f) None of M-USA, M-Pak, M-Int’l, or any ERISA Affiliate, nor any plan fiduciary of
any Employee Plan, has engaged in any transaction in violation of section 406(a) or (b) of
ERISA or any “prohibited transaction” (as defined in section 4975(c)(1) of the Code) that
could subject M-USA, M-Pak, M-Int’l, any ERISA Affiliate, or Tyler to any taxes, penalties,
or other liabilities resulting from such prohibited transaction. No condition exists that
would subject M-USA, M-Pak, M-Int’l, any ERISA Affiliate, or Tyler to any excise tax,
penalty tax, or fine related to any Employee Plan.




     (g) There are no agreements that shall or may provide payments to any officer,
employee, stockholder, or highly compensated individual that shall be “parachute payments”
under Code section 280G that are nondeductible to M-USA, M-Pak, or M-Int’l, respectively, or
subject to tax under Code section 4999 for which M-USA, M-Pak, M-Int’l, or any ERISA
Affiliate would have withholding liability.




     (h) There is no Employee Plan that is or was subject to Part 3 of Title I of ERISA or
Title IV of ERISA; each Employee Plan has been operated in all material respects in
compliance with ERISA, the Code, and all other applicable Laws; none of the Employee Plans
is or was a “multiple employer plan” or “multi-employer plan” (as described or defined in
ERISA or the Code), nor has M-USA, M-Pak, M-Int’l, or any ERISA Affiliate ever contributed
or been required to contribute to any such plan; there are no material unfunded liabilities
existing under any Employee Plans; and each Employee Plan that has not been terminated could
be terminated as of the Closing Date without any material liability to Tyler, M-USA, M-Pak,
M-Int’l, or any ERISA Affiliate. All required contributions to the Employee Plans have been
made timely.




     (i) None of M-USA, M-Pak, or M-Int’l is now (nor has either ever been) a party to any
collective bargaining or other labor union contract, and neither company is in negotiations
concerning a collective bargaining agreement. Each of M-USA, M-Pak, and M-Int’l is in
material compliance with all applicable Laws respecting employment, employment practices,
and wages and hours. There is no pending or, to the knowledge of the Stockholders,
threatened labor dispute, strike, or work stoppage against M-USA, M-Pak, or M-Int’l that may
interfere with the business activities of each respective company. None of M-USA, M-Pak,
M-Int’l, or their respective representatives or employees has committed any unfair labor
practices in connection with the operation of each company’s respective business, and there
is no pending or, to the knowledge of the Stockholders, threatened charge or complaint
against M-USA, M-Pak, or M-Int’l by the National Labor Relations Board or any comparable
Governmental Entity.




     (j) Schedule 3.10(j) to the Disclosure Schedule sets forth, and the
Stockholders have provided to Tyler true and correct copies of, each of the following with
respect to M-USA, M-Pak, and M-Int’l: (i) all employment agreements with officers or
employees; (ii) any severance agreements, programs, policies, plans, or arrangements,
whether or not written; (iii) all agreements with consultants obligating either company to
make annual cash payments in an amount exceeding $10,000; and (iv) all non-competition
agreements.




     (k) None of M-USA, M-Pak, or M-Int’l has amended or taken any other action with respect
to any of their respective Employee Plans or any of the plans, programs, agreements,
policies, or other arrangements described in this Section 3.10 since the Latest
Balance Sheet Date.



     Section 3.11. Taxes.




     (a) All returns and reports (the “Tax Returns”) of or with respect to any Tax
that are required to be filed by or with respect to M-USA, M-Pak, or M-Int’l or their
respective business



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or activities have been duly and timely filed. All Taxes that have been or are due have
been timely paid in full, except taxes that are being contested in good faith by appropriate
proceedings and for which M-USA, M-Pak, or M-Int’l, as applicable, shall have set aside on
its books adequate reserves. None of M-USA, M-Pak, or M-Int’l is subject to taxation by any
jurisdiction where it does not file Tax Returns, except where the failure to do so would not
have a Company Material Adverse Effect. All withholding Tax requirements imposed on or with
respect to M-USA, M-Pak, and M-Int’l have been satisfied in full in all respects. No
penalty, interest, or other charge is due with respect to the late filing of any such Tax
Return or late payment of any such Tax.




     (b) Except as set forth on Schedule 3.11(b) to the Disclosure Schedule, there
is not in force any extension of time with respect to the due date for the filing of any Tax
Return of or with respect to M-USA, M-Pak, or M-Int’l nor any waiver or agreement for any
extension of time for the assessment, collection, or payment of any Tax of or with respect
each respective company.




     (c) There are no pending audits, actions, proceedings, investigations, disputes, or
claims with respect to or against M-USA, M-Pak, or M-Int’l for or with respect to any Taxes;
no assessment, deficiency, or adjustment has been assessed or proposed with respect to any
Tax Return of or with respect to M-USA, M-Pak, or M-Int’l; and, to the knowledge of the
Stockholders, there is no reasonable basis on which any claim for material Taxes can be
asserted against M-USA, M-Pak, or M-Int’l, other than those disclosed (and to which are
attached true and complete copies of all audit or similar reports) on Schedule
3.11(c) to the Disclosure Schedule. The Stockholders have delivered to Tyler correct
and complete copies of all Tax Returns, examination reports, and statements of any
deficiencies assessed against or agreed to by M-USA, M-Pak, or M-Int’l during the past five
years.




     (d) None of M-USA, M-Pak, M-Int’l, or the Stockholders is a party to any written Tax
allocation or sharing agreements or any unwritten Tax allocation or sharing arrangements.
None of M-USA, M-Pak, or M-Int’l is liable for the Taxes of any Person under federal, state,
foreign, or local law as a transferee, successor, by contract, or otherwise.




     (e) Except for inchoate statutory liens for current Taxes not yet due, no liens for
Taxes exist upon the assets of M-USA, M-Pak, or M-Int’l.




     (f) None of M-USA, M-Pak, or M-Int’l shall be required to include any amount in income
for any taxable period beginning after the Latest Balance Sheet Date as a result of a change
in accounting method for any taxable period ending on or before the Latest Balance Sheet
Date or pursuant to any agreement with any Tax authority with respect to any such taxable
period.




     (g) Except as set forth on Schedule 3.11(g) to the Disclosure Schedule, no
property of M-USA, M-Pak, or M-Int’l is held in an arrangement for which partnership Tax
Returns are being filed, and none of M-USA, M-Pak, or M-Int’l owns any interest in any
controlled foreign corporation (as defined in section 957 of the Code), passive foreign
investment company (as defined in section 1296 of the Code), foreign trust, or other Person
the income of which is required to be included in the income of M-USA, M-Pak, or M-Int’l.




     (h) No property of M-USA, M-Pak, or M-Int’l is subject to a safe-harbor lease (pursuant
to section 168(f) (8) of the Internal Revenue Code of 1954 as in effect after the Economic
Recovery Tax Act of 1981 and before the Tax Reform Act of 1986) or is “tax-exempt



9









 







use property” (within the meaning of section 168(h) of the Code) or “tax-exempt bond
financed property” (within the meaning of section 168(g) (5) of the Code).




     (i) Except as set forth on Schedule 3.11(i) to the Disclosure Schedule, none of
the transactions contemplated by this Agreement shall result in any Tax liability or the
recognition of any item of income or gain to M-USA, M-Pak, or M-Int’l.




     (j) None of M-USA, M-Pak, or M-Int’l has made an election under section 341(f) of the
Code, and none is a United States real property holding corporation within the meaning of
Code section 897(c)(2) during the applicable period specified in Code section
897(c)(1)(A)(ii).



     Section 3.12. Certain Business Practices. To the knowledge of the Stockholders, none
of M-USA, M-Pak, or M-Int’l nor any director, officer, agent, or employee of either has: (a) used
any funds on behalf of such company for unlawful contributions, gifts, entertainment, or other
unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or
domestic government officials or employees or to foreign or domestic political parties or campaigns
or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (c) made any
other unlawful payment.



     Section 3.13. Brokers; Other Transactions. No broker, finder, or investment banker is
entitled to any brokerage, finders, or other fee or commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of M-USA, M-Pak,
M-Int’l, or the Stockholders. The Stockholders are not party or subject to any actual or
prospective agreement, arrangement, or understanding, written or oral, express or implied,
involving any transaction that is inconsistent with his execution and delivery of this Agreement.



     Section 3.14. Insurance. Schedule 3.14 to the Disclosure Statement lists all
insurance policies currently in effect under which M-USA, M-Pak, or M-Int’l is a beneficiary or an
insured. As of the date of this Agreement, the Stockholders are not aware of any notice that any
of the policies listed on Schedule 3.14 to the Disclosure Statement have been or shall be
canceled prior to its scheduled termination date, or would not be renewed substantially on the same
terms now in effect if the insured party requested renewal or has received notice from any of its
insurance carriers that any insurance premiums shall be subject to increase in an amount materially
disproportionate to the amount of the increases with respect thereto (or with respect to similar
insurance) in prior years. None of M-USA, M-Pak, or M-Int’l is in default under any such policy
and all premiums due and payable with respect to such coverage have been paid or accrued.



     Section 3.15. Properties. None of M-USA, M-Pak, or M-Int’l owns any real estate.
Except for liens arising in the ordinary course of business after the date of this Agreement and
properties and assets disposed of in the ordinary course of business after the Latest Balance Sheet
Date, each of M-USA, M-Pak, and M-Int’l has good and indefeasible title, free and clear of all
liens and adverse claims, to all of its properties and assets, whether tangible or intangible,
reflected in the Latest Balance Sheet as being owned by such company as of such date or purported
to be owned on the date of this Agreement. All buildings, fixtures, equipment, and other property
and assets that are material to the business of either M-USA, M-Pak, or M-Int’l that are held under
leases are held under valid instruments enforceable by each respective company in accordance with
their respective terms. The properties and equipment of each of M-USA, M-Pak, and M-Int’l,
including, without limitation, their information systems, (i) are in good and serviceable
condition, reasonable wear and tear excepted, and (ii) are adequate for the uses to which they are
being put and, following the Closing Date and the consummation of the other transactions
contemplated hereby, shall have sufficient capacity to conduct each company’s respective business
in the same manner as such business is presently conducted.



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     Section 3.16. Intellectual Property. Schedule 3.16 to the Disclosure Schedule
sets forth a complete and correct list of each patent application, trademark (whether or not
registered), trademark application, trade name, service mark, copyright and other proprietary
intellectual property (including, without limitation, proprietary computer software, whether in
object or source form) owned or used by M-USA, M-Pak, or M-Int’l (the “Company Intellectual
Property”). To the knowledge of the Stockholders, the Company Intellectual Property, if any,
is valid and enforceable, and M-USA, M-Pak, or M-Int’l, as the case may be, has the exclusive right
to use such Company Intellectual Property. To the knowledge of the Stockholders, the current use
by M-USA, M-Pak, or M-Int’l of such Company Intellectual Property, if any, does not infringe the
rights of any other Person, and no other Person is infringing the rights of M-USA, M-Pak, or
M-Int’l, as the case may be, in any such Company Intellectual Property.



     Section 3.17. Environmental Matters. Except for matters disclosed in Schedule
3.17 of the Disclosure Schedule: (a) the properties, operations, and activities of M-USA,
M-Pak, and M-Int’l comply currently with, and have at all times complied, in all material respects
with, all applicable Environmental Laws (as defined below); (b) none of M-USA, M-Pak, or M-Int’l
(or their respective properties or operations) is subject to any existing, pending, or, to the
knowledge of the Stockholders, threatened action, suit, claim, investigation, inquiry, or
proceeding by or before any Governmental Entity under any Environmental Law; (c) there are no
physical or environmental conditions existing on any property used by M-USA, M-Pak, or M-Int’l or
resulting from any of their respective operations or activities, past or present, at any location,
that would give rise to any on-site or off-site remedial obligations or other liabilities imposed
under any Environmental Laws or that would affect the soil, groundwater, surface water, or human
health; (d) to the knowledge of the Stockholders, there has been no exposure of any Person or
property to hazardous substances or any pollutant or contaminant, nor has there been any release of
hazardous substances or any pollutant or contaminant into the environment, by M-USA, M-Pak, or
M-Int’l or in connection with any of their respective properties or operations; and (e) the
Stockholders have made available to Tyler all internal and external environmental audits and
studies and all correspondence on environmental matters in the possession of M-USA, M-Pak, or
M-Int’l relating to any of their respective current or former properties or operations.



     For purposes of this Agreement, the term “Environmental Laws” means any and all laws,
statutes, ordinances, rules, regulations, or orders of any Governmental Entity pertaining to health
or the environment currently in effect in any and all jurisdictions in which the Company owns
property or conducts business, including without limitation, the Comprehensive Environmental,
Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended; the Resource
Conservation and Recovery Act of 1976 (“RCRA”), as amended; any state Laws implementing the
foregoing federal laws; and all other environmental conservation or protection Laws. For purposes
of this Agreement, the terms “hazardous substance” and “release” have the meanings specified in
CERCLA and RCRA, and the term “disposal” has the meaning specified in RCRA; provided, however, that
to the extent the laws of the state in which the property is located establish a meaning for
“hazardous substance,” “release,” or “disposal” that is broader than that specified in either
CERCLA or RCRA, such broader meaning shall apply.



     Section 3.18. Material Contracts; Licenses; Etc.




     (a) Schedule 3.18(a) to the Disclosure Schedule lists, as of the date of this
Agreement, each agreement, contract, or commitment to which M-USA, M-Pak, or M-Int’l is a
party or by which either is bound (i) involving a lease for real property or consideration
during the previous twelve months in excess of $50,000 or that could reasonably be expected
to involve consideration in the twelve month period following the date of this Agreement in
excess of $50,000, or (ii) that is otherwise material to the financial condition, results of
operations, or



11









 







current or future business or operations of M-USA, M-Pak, or M-Int’l and that is not
otherwise listed pursuant to this Section 3.18.




     (b) Schedule 3.18(b) to the Disclosure Schedule contains a list and description
of all currently effective material permits, licenses, and authorizations of and
registrations and qualifications with, Governmental Entities and self-regulatory
organizations applicable to the business of M-USA, M-Pak, or M-Int’l.




     (c) Except as set forth on Schedule 3.18(c) to the Disclosure Schedule, none of
the items required to be disclosed on Schedule 3.18 to the Disclosure Schedule is
terminable as the result of, has increased rights or obligations as a result of, or becomes
vested or accelerated by, or otherwise requires the consent or other approval of any other
Person with respect to or as a result of, the transactions contemplated by this Agreement.
Each of M-USA, M-Pak, and M-Int’l is in compliance in all material respects under all
leases, licenses, agreements, contracts, permits, plans, and commitments by which any of
their respective properties or assets is bound and, to the knowledge of the Stockholders,
(i) no event has occurred that constitutes a violation or breach of or a default (with the
passage of time or the giving of notice or both) in respect of any thereof, and (ii) each of
the other parties thereto or bound thereby has performed all the obligations required to be
performed by it to date and is not in default thereunder. Each of the items required to be
disclosed in Schedule 3.18 to the Disclosure Schedule is in full force and
constitutes a legal, valid, and binding obligation of M-USA, M-Pak, or M-Int’l, as the case
may be, and the other parties thereto, enforceable in accordance with its terms, subject to
the general principles of equity, regardless of whether considered in a proceeding in equity
or at law. The Stockholders do not know of any material client or customer that intends to
terminate its relationship with M-USA, M-Pak, or M-Int’l as a result of the consummation of
the transactions contemplated by this Agreement or any of the related transactions. True
and complete copies of all items required to be disclosed on Schedule 3.18 to the
Disclosure Schedule have been delivered to Tyler.



     Section 3.19. Contracts to Acquire an Interest in the Company. Other than this
Agreement, there are no contracts, agreements, understandings, or other rights, whether written or
oral, granted by M-USA, M-Pak, M-Int’l, or the Stockholders to any Person pursuant to which such
Person may be entitled to receive an equity interest in M-USA, M-Pak, or M-Int’l or any payment
with respect thereto.



     Section 3.20. Employees.




     (a) Schedule 3.20(a) to the Disclosure Schedule sets forth an accurate,
correct, and complete list of all employees of each of M-USA, M-Pak, and M-Int’l as of the
Closing Date, including name, title or position, the present annual compensation or wage
rate, any interests in any bonus or incentive compensation plan, and any other perquisite or
form of non-cash compensation. To the knowledge of the Stockholders, no employee is subject
to a non-competition or any other form of agreement, whether written or oral, that would
prevent such employee from continuing as an employee of M-USA, M-Pak, M-Int’l, or Tyler, as
the case may be, upon consummation of the transactions contemplated by this Agreement or
devoting his or her full talents, knowledge, and efforts to M-USA, M-Pak, M-Int’l, or Tyler,
as the case may be, upon consummation of the transactions contemplated by this Agreement.




     (b) Schedule 3.20(b) to the Disclosure Schedule sets forth an accurate and
complete list of all loans, debts, and other obligations (collectively, “Employee
Loans”) owed by any employee of M-USA, M-Pak, or M-Int’l to M-USA, M-Pak, or M-Int’l,
respectively, that shall remain outstanding after the Closing.



12









 





     Section 3.21. Securities Law Matters. Each Stockholder represents and warrants to
Tyler the following:




     (a) Stockholder is an “accredited investor” as that term is defined in Rule 501 of
Regulation D under the Securities Act.




     (b) Stockholder, by reason of his business and financial experience, has the capacity
to protect his interests in investments in illiquid securities such as the Tyler Shares.
Stockholder has carefully evaluated his financial resources and investment position and the
risks associated with an investment in the Tyler Shares and is able to bear the economic
risk of such investment. Stockholder has adequate means for providing for his current needs
and personal contingencies and has no need for liquidity in this investment. Stockholder’s
overall commitment to investments that are not readily marketable is not disproportionate to
his net worth and Stockholder’s investment in the Tyler Shares shall not cause such overall
commitment to become excessive.




     (c) Stockholder has reviewed the merits of an investment in the Tyler Shares with tax
and legal counsel and an investment advisor to the extent deemed advisable by Stockholder.
Stockholder acknowledges that he has been given a full opportunity to ask questions of and
to receive answers from the officers, agents, and representatives of Tyler concerning the
terms and conditions of the investment and the business of Tyler and to obtain such other
information as desired in order to evaluate an investment in the Tyler Shares. Stockholder
further acknowledges that he has relied solely upon his own independent investigations, and
has received no representation or warranty from Tyler or any of its affiliates, employees,
or agents, other than as set forth herein. Stockholder further acknowledges and understands
that no federal or state agency has made any finding or determination as to the fairness of
an investment in, or any recommendation or endorsement of, the Tyler Shares.




     (d) Stockholder understands that the Tyler Shares to be issued pursuant to this
Agreement shall constitute “restricted securities” within the meaning of Rule 144 under the
Securities Act and may not be sold, pledged, or otherwise transferred in the absence of an
effective registration statement pertaining thereto under the Securities Act and under any
applicable state securities laws or an exemption from the registration requirements thereof.
Stockholder further understands that each certificate representing the Tyler Shares shall
bear substantially the legend set forth in Section 1.03(d).




     (e) Stockholder acknowledges and agrees that the sale of Tyler Shares shall be solely
for Stockholder’s account, and not for the account of any other Person or with a view to any
resale or distribution thereof. Stockholder understands that the Tyler Shares have not been
registered under the Securities Act, or the securities laws of certain states, in reliance
upon specific exemptions from registration thereunder, and agrees that the Tyler Shares may
not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of
except in compliance with the Securities Act and applicable state securities laws.
Stockholder further understands that Tyler has no obligation and does not intend to cause
the Tyler Shares to be registered under the Securities Act or to comply with any exemption
under the Securities Act.




     (f) Stockholder understands that the representations and warranties set forth in this
Section 3.21 are being provided to determine whether the Tyler Shares may be issued
to Stockholder pursuant to section 4(2) of the Securities Act and similar exemptions under
applicable state securities laws. Stockholder shall notify Tyler immediately of any change
in any such information occurring prior to the Closing.



13









 





     Section 3.22 Debt Owed to Stockholder. As of the Closing Date, there are no
outstanding loans or other debt obligations due to any Stockholder from the Company, and all debt
obligations owed by the Company to any Stockholder prior to Closing shall have been forgiven by
such Stockholder prior to the Closing Date.



Article IV

Representations and Warranties of Tyler




     Tyler hereby represents and warrants to the Stockholders as follows:



     Section 4.01. Organization. Tyler is a corporation duly organized, validly existing,
and in good standing under the laws of Delaware, and is duly qualified and in good standing to do
business as a foreign corporation in each jurisdiction in which the failure to be so qualified and
in good standing would affect the validity or enforceability of this Agreement or would have a
Tyler Material Adverse Effect. The term “Tyler Material Adverse Effect” means any change,
effect, or condition that, individually or when taken together with all other such changes,
effects, or conditions of a similar nature, would be materially adverse to the business,
operations, assets, financial condition, or results of operations of Tyler.



     Section 4.02. Authority. Tyler has all requisite corporate power and authority to
execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations
hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The
execution and delivery of this Agreement and the Ancillary Agreements by Tyler and the consummation
by Tyler of the transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action and no other corporate proceedings on the part of Tyler is necessary to
authorize this Agreement and the Ancillary Agreements or to consummate the transactions
contemplated hereby and thereby. This Agreement and the Ancillary Agreements have been duly
executed and delivered by Tyler and, assuming the due authorization, execution, and delivery of
this Agreement and the Ancillary Agreements by the Stockholders, constitute the legal, valid, and
binding obligations of Tyler, enforceable in accordance with their respective terms, subject to the
general principles of equity, regardless of whether considered in a proceeding in equity or at law.



     Section 4.03. No Conflict; Required Filings and Consents.




     (a) The execution and delivery of this Agreement and the Ancillary Agreements by Tyler
do not, and the consummation of the transactions contemplated hereby and thereby shall not,
(i) conflict with or violate the organizational and governing documents of Tyler, in each
case as amended or restated as of the date of this Agreement (including, without limitation,
the certificate of incorporation or bylaws); (ii) to the knowledge of Tyler, conflict with
or violate any Laws applicable to Tyler or by which any of its properties is bound or
subject; or (iii) result in any breach of or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, accelerations or cancellation of, or result in the creation of a
lien or encumbrance on any of the properties or assets of Tyler pursuant to, any material
note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or
other instrument or obligation to which Tyler is a party or by or to which Tyler or any of
its respective properties is bound or subject.




     (b) The execution and delivery of this Agreement and the Ancillary Agreements by Tyler
does not, and the consummation of the transactions contemplated by this Agreement and the
Ancillary Agreements shall not, require Tyler to obtain any consent, license, permit,
approval,



14









 







waiver, authorization, or order of, or to make any filing with or notification to, any
Governmental Entity.



     Section 4.04. Financial Ability to Close. Tyler has, and at Closing shall have, the
financial ability to perform its obligations under this Agreement.



     Section 4.05. Public Filings. Tyler has made available to the Stockholders true and
complete copies of its annual report on Form 10-K for the fiscal year ended December 31, 2004, its
quarterly reports on Form 10-Q for fiscal quarters ended March 31, 2005, June 30, 2005, and
September 30, 2005, respectively, all current reports on Form 8-K filed since January 1, 2005, and
its proxy statement in connection with the 2005 annual meeting of stockholders (collectively, the
“SEC Documents”) and shall make available to the Stockholders any similar SEC Documents
filed with the U.S. Securities and Exchange Commission (the “SEC”). As of their respective
filing dates, each SEC Document complied, or shall comply, in all material respects with the
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
as of their respective dates none of the SEC Documents contained, or shall contain, any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading.



     Section 4.06. No Material Adverse Change. There has been no material adverse effect
on the business, operations, assets, financial condition, or results of operations of Tyler or its
ability to consummate the transactions contemplated hereby since the annual report on Form 10-K for
the period ended December 31, 2004, except as may be disclosed by Tyler in any SEC Document.



     Section 4.07. Securities Law Compliance. Assuming the representations and warranties
of Stockholders set forth in Section 3.21 hereof are true and correct, the issuance of the
Tyler Shares pursuant to this Agreement shall be exempt from the registration requirements of the
Securities Act and all applicable state securities or “Blue Sky” laws. Tyler has given each
Stockholder and his respective agents, and agrees to continue to give each Stockholder and his
respective agents through the Closing Date, the opportunity to ask questions of, and receive
answers from, executive officers of Tyler concerning Tyler and the Tyler Shares.



Article V

Covenants




     Section 5.01. Stockholder Release. Effective as of the Closing Date, each
Stockholder, for himself and his heirs, executors, administrators, successors, and assigns, hereby
fully and unconditionally releases and forever discharges and hold harmless each of M-USA, M-Pak,
and M-Int’l and each of their respective officers, directors, successors, and assigns from any and
all claims, demands, losses, costs, expenses (including reasonable attorneys’ fees and expenses),
obligations, liabilities, and/or damages (collectively, “Claims”) of every kind and nature
whatsoever, whether or not now existing or known, relating in any way, directly or indirectly, to
M-USA, M-Pak, or M-Int’l that such Stockholder may now have or may hereafter claim against M-USA,
M-Pak, M-Int’l, or any of their respective employees, officers, directors, successors, and assigns,
arising prior to the Closing; provided, however, that the foregoing release does not in any way
affect any Claims that any Stockholder may have that may arise under this Agreement or the
Ancillary Agreements.



     Section 5.02. Consent of the Stockholders. For purposes of the state corporate law
governing M-USA, this Agreement constitutes the written consent of the Stockholders with respect to
the sale of the



15









 







M-USA Shares and the business of M-USA to Tyler, approving the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby.



     Section 5.03. Information for Filings. Subject to the requirements of Section
4.03(b) herein, each Stockholder shall furnish Tyler with all information concerning himself,
M-USA, M-Pak, and M-Int’l as may be required for inclusion in any application or filing made by
Tyler to any Governmental Entity in connection with the transactions contemplated by this
Agreement.



     Section 5.04. Publicity. Tyler and the Stockholders shall cooperate with each other
in the development and distribution of all news releases and other public disclosures relating to
the transactions contemplated by this Agreement. Neither Tyler, on the one hand, nor any
Stockholder, on the other hand, shall issue or make, or allow to have issued or made, any press
release or public announcement concerning the transactions contemplated by this Agreement without
the advance approval in writing of the form and substance thereof by the other parties, unless
otherwise required by applicable legal or stock exchange requirements.



     Section 5.05. Transaction Costs. Each of the Stockholders and Tyler shall pay all
attorneys’, accountants’, finders’, brokers’, investment banking and other fees, costs and expenses
incurred by such party in connection with the preparation, negotiation, execution, and performance
of this Agreement or any of the transactions contemplated by this Agreement.



     Section 5.06. Competition.




     (a) Each Stockholder acknowledges and agrees that this Agreement is entered into in
connection with the sale of a business and that, as part of the consideration and as a
material inducement for the execution of this Agreement and the purchase of the business,
Tyler has required that the Stockholders enter into this Section 5.06. Each
Stockholder acknowledges and agrees that Tyler would not enter into this Agreement or
purchase the business absent such Stockholder’s covenants contained in this Section
5.06. Each Stockholder also acknowledges that Tyler’s acquisition of the business
includes the acquisition of special and confidential knowledge and information known only to
the Stockholders regarding the business, including information regarding operations, plans,
strategies, markets, methods of competing, customers and potential customers, vendors and
potential vendors, suppliers, intellectual property, know-how, trade secrets, and other
information, which knowledge and information would provide invaluable benefits to
competitors and potential competitors of Tyler and the use, loss, dilution, or impairment of
which by such Stockholder or any other Person could materially damage Tyler and the business
acquired. Each Stockholder also acknowledges that the nature of the business is not
confined by geography and that current technology and business and communications methods
enable and shall enable each Stockholders and his Affiliates to offer products and services
and conduct business with customers and potential customers and other Persons having
business dealings with Tyler related to the business without regard to geographic location.




     (b) Each Stockholder covenants and agrees that, for a period beginning on the Closing
Date and ending on the fifth anniversary of the Closing Date (the “Non-Compete
Applicable Date”), without the written permission of Tyler, he shall not, directly or
indirectly, anywhere within the United States (the “Non-Compete Area”): (i) engage
(whether as owner, partner, stockholder, investor, employee, adviser, consultant,
contracting party, or referring source, or otherwise) in any business that is substantially
similar to or in competition with the business conducted by Tyler or its successors or
Affiliates (including, without limitation, M-USA, M-Pak, and M-Int’l) at any time prior to
the Non-Compete Applicable Date, including, but not limited to, the provision of information
technology products and services to schools,



16









 







institutions of higher learning, and/or Governmental Entities (except that each
Stockholder may beneficially own less than 3% of the common equity of a publicly traded
entity); (ii) solicit or attempt to solicit any competing business or competing employment
from any Person that Stockholder or any person that reported, directly or indirectly, to
Stockholder during the term of Stockholder’s employment called upon, solicited, or conducted
business with as of prior to the Non-Compete Applicable Date, including, but not limited to,
customers, clients, and prospective customers and clients of Tyler and its successors or
Affiliates (including, without limitation, M-USA, M-Pak, and M-Int’l), in each instance for
the purpose of employing such services in a manner that competes with the business of Tyler
as set forth in Section 5.06(b)(i); or (iii) recruit or hire, attempt to or assist
in any attempt to recruit or hire, or discuss employment or hiring with, any Person who is
an employee of Tyler or its successors or Affiliates (including, without limitation, M-USA,
M-Pak, and M-Int’l).




     (c) Each Stockholder acknowledges that this Section 5.06 is necessary to
protect the interests of Tyler and its Affiliates and that the restrictions and remedies
contained in this Agreement are reasonable in light of the consideration and other value
that Stockholder has accepted pursuant to this Agreement. If any provision of this
Section 5.06 should be found by any court of competent jurisdiction to be
unreasonable by reason of its being too broad as to the period of time, territory, and/or
scope, then, and in that event, such provision shall nevertheless remain valid and fully
effective, but shall be considered to be amended so that the period of time, territory,
and/or scope set forth shall be changed to be the maximum period of time, the largest
territory, and/or the broadest scope, as the case may be, that would be found reasonable and
enforceable by such court.



     Section 5.07. Confidential Information.




     (a) Each Stockholder acknowledges that he has had access to confidential information of
M-USA, M-Pak, and M-Int’l, and may in the future have access to information proprietary to,
used by, or in the possession of Tyler and its Affiliates (including, without limitation,
M-USA, M-Pak, and M-Int’l), or any of their respective customers or not generally known in
the industry, including, but not limited to, records regarding sales, price and cost
information, marketing plans, trade secrets, know-how, computer programs, source code,
intellectual property, customer names, customer lists, sales techniques, distribution plans
or procedures, and other material relating to the business of Tyler and its Affiliates,
including, without limitation, M-USA, M-Pak, and M-Int’l (the “Confidential
Information”), and for himself and for each Person that is an entity that is controlled
by Stockholder agrees for the period equivalent to the non-competition covenant in Section
5.06, not to use the Confidential Information other than for the sole benefit of Tyler or
its Affiliates or to disclose such Confidential Information to any Person that is not an
officer or employee (except that if, at such time, such Confidential Information is subject
to a policy of Tyler or its Affiliates restricting disclosure to non-officers, Stockholder
shall not disclose such information to non-officers) of Tyler at the time of such
disclosure, without the prior written consent of Tyler; provided, however, that nothing
herein shall prevent any Stockholder from disclosing any such information (i) pursuant to
the order of any court or administrative agency or in any pending legal or administrative
proceeding, or otherwise as required by applicable law or compulsory legal process, (ii) to
the extent that such information becomes publicly available other than by reason of
disclosure by Stockholder in violation of this paragraph, and (iii) to Stockholder’s legal
counsel and other experts or agents who are informed of the confidential nature of such
information. Each Stockholder further acknowledges that this covenant to maintain
Confidential Information is necessary to protect the goodwill and proprietary interests of
Tyler and its Affiliates (including, without limitation, M-USA, M-Pak, and M-Int’l) and that
the restriction



17









 







against the disclosure of Confidential Information and the associated remedies are
reasonable in light of the consideration and other value Stockholder has accepted pursuant
to this Agreement.




     (b) Each Stockholder agrees on request of Tyler after the Closing Date immediately to,
at Stockholder’s option, either destroy and certify the same in writing or surrender to
Tyler all Confidential Information and all copies thereof and information containing
Confidential Information in such Stockholders’s possession or control as well as all other
papers, documents, electronic media, or property of Tyler or its successors or Affiliates
(including, without limitation, M-USA, M-Pak, and M-Int’l) coming into his possession or
control.




     (c) If any provision of this Section 5.07 should be found by any court of
competent jurisdiction to be unreasonable by reason of its being too broad as to the period
of time, territory, and/or scope, then, and in that event, such provision shall nevertheless
remain valid and fully effective, but shall be considered to be amended so that the period
of time, territory, and/or scope set forth shall be changed to be the maximum period of
time, the largest territory, and/or the broadest scope, as the case may be, which would be
found reasonable and enforceable by such court.



     Section 5.08. Securities Law Covenant to Permit Use of Rule 144. To make available to
the Stockholders the benefits of Rule 144 under the Securities Act, Tyler agrees to (i) use its
best efforts to make and keep public information available as those terms are understood as defined
in Rule 144 (or any successor rule thereto); and (ii) furnish to the Stockholders, so long as they
own any Tyler Shares, upon request: (A) a written statement by Tyler as to its compliance with the
reporting requirements of Rule 144, the Securities Act, and the Exchange Act; and (B) a copy of the
most recent annual or quarterly report of Tyler and such other reports and documents filed with the
SEC by Tyler.



     Section 5.09. Tax Matters.




     (a) Liability for Tax Matters. The Stockholders shall be liable for and pay,
and pursuant to Article VI shall indemnify and hold harmless Tyler and its
Affiliates (including, without limitation, M-USA, M-Pak, and M-Int’l following the
consummation of the transactions contemplated hereby) from and against all Taxes (whether
assessed or unassessed) applicable to the business, assets, or results of operations of the
Company in each case attributable to all periods of time up to and including the Closing
Date. The Stockholders shall be entitled to any refund or credit therefor of any Taxes
applicable to the business, assets, or results of operations of the Company in each case
attributable to all periods of time up to and including the Closing Date. Tyler shall be
liable for and pay, and pursuant to Article VI shall indemnify and hold harmless the
Stockholders from and against all Taxes (whether assessed or unassessed) applicable to the
business, assets, or results of operations of the Company in each case attributable to all
periods of time following the Closing Date. Tyler shall be entitled to any refund or credit
therefor of any Taxes applicable to the business, assets, or results of operations of the
Company in each case attributable to all periods of time following the Closing Date.




     (b) No Distributions. The Stockholders shall not cause M-USA to make any
dividend or other distribution to the Stockholders for the purpose of paying any Tax or for
any other reason at any time after the Latest Balance Sheet Date.




     (c) Tax Returns. Each party shall prepare and timely file when due all Tax
Returns in respect of pre-Closing Date and post-Closing Date tax periods that are required
under applicable Law with respect to the business, assets, and results of operations of the
Company, and shall each remit (or cause to be remitted) any Taxes due in respect of such
returns.



18









 






     (d) Reimbursement; Notice. Each party shall promptly pay the other for any
Taxes for which such party is liable under this Section 5.09, but in no event later
than five (5) days prior to the due date of the paying of such Taxes. The parties agree to
negotiate in good faith to resolve any disputes regarding the payment of any Taxes pursuant
to this Section 5.09. Within a reasonable period of time prior to the payment of
any such Tax, the party paying such Tax shall give written notice to the other party of the
Tax payable and the portion that is the liability of such party, although failure to do so
shall not relieve the other party from its liability hereunder.




     (e) Assistance and Cooperation. After the Closing Date, each party shall (and
shall cause its respective Affiliates, representatives, and agents to):




     (i) assist the other party in preparing any Tax Returns that such other party
is responsible for preparing and filing in accordance with this Section
5.09;




     (ii) cooperate fully in preparing for any audits of, or disputes with taxing
authorities regarding, any Tax Returns described in this Section 5.09; and




     (iii) making available to the other party and to any taxing authority as
reasonably requested all information, records, and documents relating to the Taxes
described in this Section 5.09.



     5.10. Section 338(h)(10) Election. The parties shall join in an election to have the
provisions of Section 338(h)(10) of the Code (a “338 Election”) apply to the acquisition of
the M-USA Shares. The allocation of the Purchase Price (or, if applicable, the “modified aggregate
deemed sale price”) among the Company’s assets shall be made in accordance with Section 338 and the
Treasury Regulations issued thereunder and any comparable provisions of state or local law, as
applicable. Such allocation shall be determined by Tyler and delivered to the Stockholders at
least 90 days prior to the date an IRS Form 8023 is required to be filed in respect of the
acquisition of the Shares (the “Proposed Allocation”). The Stockholders shall accept the
Proposed Allocation unless it would be unreasonable to do so. If the Stockholders believe that the
Proposed Allocation is unreasonable, they shall notify Tyler within 30 days of receipt of the
Proposed Allocation and the manner in which the Stockholders would modify the Proposed Allocation
to make it reasonable. Tyler and the Stockholders shall work together in good faith to timely
resolve any differences and arrive at a final allocation (the “Final Allocation”). Tyler
and the Stockholders shall each file Internal Revenue Service Form 8023 (and any applicable forms
required under state or local law) in respect of each 338 Election in a timely manner consistent
with the Final Allocation and shall not take any position on any Tax Return that is inconsistent
with the Final Allocation.



Article VI

Indemnification




     Section 6.01. Indemnification of Tyler. The Stockholders shall indemnify and hold
Tyler, its subsidiaries, and their respective directors, officers, employees, and agents
(collectively, the “Tyler Parties”) harmless from any and all Claims that any Tyler Party
may suffer or incur as a result of or relating to the breach or inaccuracy (except that in
determining the dollar amount of Claims resulting from the breach or inaccuracy of any
representation or warranty that is qualified by the concept of materiality, such qualification
shall not be taken into account) of any of the representations, warranties, covenants, or
agreements made by the Stockholders in this Agreement; provided, however, that (a) the Tyler
Parties shall not be entitled to indemnification under this Section 6.01 for Claims unless
the



19









 







aggregate amount of all Claims exceeds $150,000, in which case the Tyler Parties shall be entitled
to indemnification for amounts only in excess of $150,000; (b) the Tyler Parties shall not be
entitled to indemnification under this Section 6.01 for Claims if and to the extent that
Claims aggregate more than $4,800,000; and (c) the foregoing limitations set forth in Section
6.01(a) and (b) shall not apply with respect to any Claims arising under any breach of
the representations, warranties, and covenants set forth in Sections 1.01, 2.03,
3.01(b), 3.01(c), 3.01(d), 3.03, 3.04, 3.13,
3.21, 3.22, 5.01, 5.05, 5.06, 5.07, 5.09,
and 5.10.



     Section 6.02. Indemnification of Stockholders. Tyler shall indemnify and hold the
Stockholders and each of their respective heirs and agents (collectively, the “Stockholder
Parties”) harmless from any and all Claims that any Stockholder Party may suffer or incur as a
result of or relating to the breach or inaccuracy (except that in determining the dollar amount of
Claims resulting from the breach or material inaccuracy of any representation or warranty that is
qualified by the concept of materiality, such qualification shall not be taken into account), of
any of the representations, warranties, covenants, or agreements made by Tyler in this Agreement or
pursuant to the Ancillary Agreements; provided, however, that (a) the Stockholder Parties shall not
be entitled to indemnification under this Section 6.02 for Claims unless the aggregate
amount of all Claims exceeds $150,000, in which case the Stockholder Parties shall be entitled to
indemnification for amounts only in excess of $150,000; (b) the Stockholder Parties shall not be
entitled to indemnification under this Section 6.02 for Claims if and to the extent that
Claims aggregate more than $4,800,000; and (c) the foregoing limitations set forth in Sections
6.02(a) and (b) shall not apply with respect to any Claims arising under any breach of
the representations, warranties, and covenants set forth in Sections 1.02, 2.02,
4.02, 4.07, 5.05, 5.08, 5.09, and 5.10.



     Section 6.03. Notice. Any party entitled to receive indemnification under this
Article VI (the “Indemnified Party”) agrees to give prompt written notice to the
party or parties required to provide such indemnification (the “Indemnifying Parties”) upon
the occurrence of any indemnifiable claim or the assertion of any claim or the commencement of any
action or proceeding in respect of which such a claim may reasonably be expected to occur (a
“Loss Claim”), but the Indemnified Party’s failure to give such notice shall not affect the
obligations of the Indemnifying Party under this Article VI except to the extent that the
Indemnifying Party is materially prejudiced thereby and shall not affect the Indemnifying Party’s
obligations or liabilities otherwise than under this Article VI. Such written notice shall
set forth a reference to the event or events forming the basis of such Loss or Loss Claim and the
estimated amount involved, unless such amount is uncertain or contingent, in which event the
Indemnified Party shall give a later written notice when the amount becomes fixed or determinable.



     Section 6.04. Defense of Claims. The Indemnifying Party may elect to assume and
control the defense of any Loss Claim, including the employment of counsel reasonably satisfactory
to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party
provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such
indemnification obligation; (b) the Loss Claim does not seek to impose any liability or obligation
on the Indemnified Party other than for money damages; and (c) the Loss Claim does not relate to
the Indemnified Party’s relationship with its customers or employees. If such conditions are
satisfied and the Indemnifying Party elects to assume and control the defense of a Loss Claim, then
(i) the Indemnifying Party shall not be liable for any settlement of such Loss Claim effected
without its prior written consent; (ii) the Indemnifying Party may settle such Loss Claim without
the consent of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel
and participate in the defense thereof, but the Indemnified Party shall be responsible for the fees
and expenses of such counsel unless the Indemnifying Party has failed to adequately assume the
defense of such Loss Claim or to employ counsel with respect thereto. If such conditions are not
satisfied, the Indemnified Party may assume and control the defense of the Loss Claim; provided,
however, that the Indemnified Party may not settle any such Loss Claim



20









 







without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld
(and the Indemnifying Party shall not be liable for any Claims resulting from a settlement effected
in violation of this clause).



     Section 6.05. Calculation of Loss Claim. The indemnification obligation of an
Indemnifying Party shall be reduced so as to give effect to any net reduction in federal, state,
local, or foreign income or franchise tax liability realized at any time by it in connection with
the satisfaction of a Claim with respect to which indemnification is sought hereunder (which for
purposes of this Section 6.05, the parties agree shall be based upon a marginal tax rate of
thirty-five percent (35%)). The indemnification obligation of an Indemnifying Party shall also be
reduced to the extent of any insurance proceeds available; provided, however, that the appropriate
claimant shall use its commercially reasonable efforts to obtain insurance proceeds from its
applicable insurance coverage. Additionally, the Indemnified Party shall refund to the
Indemnifying Party any amount of its Losses that are subsequently recovered by it pursuant to a
settlement or otherwise.



     Section 6.06. Survival of Representations and Warranties; Remedies. All
representations and warranties made in or pursuant to this Agreement shall survive the execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby and
continue for a period of eighteen (18) months from the Closing Date; provided, however, that (a)
the representations and warranties contained in Sections 3.01(b), 3.01(c),
3.03, 3.04, and 4.02 shall survive indefinitely, (b) the representations
and warranties contained in Sections 3.11 and 3.17 shall survive for a period equal
to all applicable statute of limitations regarding Claims made with respect to such subject matter,
and (c) any claim for indemnity under this Article VI shall survive the time at which it
would otherwise terminate if a claim for indemnification shall have been commenced prior to such
time and such claim or proceeding is pending and is being maintained in good faith, then such claim
shall continue until the final disposition of such claim. Each party agrees that no other party to
this Agreement shall be under any duty, express or implied, to make any investigation of any
representation or warranty made by any other party to this Agreement, and that no failure to so
investigate shall be considered negligent or unreasonable. All remedies under this Agreement shall
be cumulative and not exclusive.



Article VII

Miscellaneous




     Section 7.01. Notices. All notices that are required or may be given pursuant to this
Agreement must be in writing and delivered personally, by a recognized courier service, by a
recognized overnight delivery service, by telecopy or by registered or certified mail, postage
prepaid, to the parties at the following addresses (or to the attention of such other person or
such other address as any party may provide to the other parties by notice in accordance with this
Section 7.01):



          If to Tyler:



Tyler Technologies, Inc.

5949 Sherry Lane, Suite 1400

Dallas, Texas 75225

Attention: General Counsel

Telecopy: (972) 713-3741




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          If to the Stockholders:



MazikUSA, Inc.

2604 Dempster, Suite 406

Park Ridge, Illinois 60068

Telecopy: (847) 375-9251




          with a copy to:



Frank J. Martinez, Esq.

The Martinez Group PLLC

55 Poplar Street, Suite 1-D

Brooklyn Heights, NY 11202-6930

Telecopy: (718) 222-0481



Any such notice or other communication shall be deemed to have been given and received on the day
it is personally delivered and signed for by addressee or, if delivered by courier or overnight
delivery service or sent by telecopy or mailed, three days after sending.




     Section 7.02. Further Assurances. Each party agrees to execute any and all documents
and to perform such other acts as may be necessary or expedient to further the purposes of this
Agreement and the transactions contemplated by this Agreement.



     Section 7.03. Counterparts. This Agreement may be executed in one or more
counterparts for the convenience of the parties to this Agreement, all of which together shall
constitute one and the same instrument.



     Section 7.04. Certain Definitions. For the purposes of this Agreement, the following
terms have the meanings specified:




     (a) “Affiliate” means a Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, the first
mentioned Person.




     (b) “Code” means the Internal Revenue Code of 1986, as amended.




     (c) “Control” (including the terms “controlling,” “controlled,”
“controlled by,” and “under common control with”) means the
possession, directly or indirectly, or as trustee or executor, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ownership
of securities, or as trustee or executor, by contract or credit arrangement or otherwise.




     (d) “Knowledge” or “to the knowledge of” and other phrases of like
substance are to be broadly construed (i) to include the knowledge of the Person making the
representation and (ii) to represent that the Person making the representation has made or
caused such inquiry and investigation to be made into the matter represented to be true as
such Person in good faith believes to be reasonable and sufficient.




     (e) “Person” shall be broadly construed to include to mean an individual,
corporation, partnership, association, trust, unincorporated organization, Governmental
Entity, other entity or group (as used in Section l3(d) of the Exchange Act).



22









 






     (f) “Tax” or “taxes” means any and all taxes, charges, fees, levies,
assessments, duties, or other amounts payable to any federal, state, local, or foreign
taxing government, authority, or agency, including, without limitation, (i) income,
franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem,
value added, sales, use, service, real or personal property, capital stock, license,
payroll, withholding, disability, employment, social security, workers compensation,
unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer,
and gains taxes; (ii) customs, duties, imposts, charges, levies, or other similar
assessments of any kind; and (iii) interest, penalties, and additions to tax imposed with
respect thereto.



     Section 7.05. Assignment. Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned or delegated by any party, without the prior
written consent of the other parties; except that Tyler may assign its rights (but not its
obligations) under this Agreement to any direct or indirect subsidiary of Tyler. This Agreement is
not intended to confer any rights or benefits to any Person (including, without limitation, any
employees of M-USA, M-Pak, or M-Int’l) other than the parties to this Agreement and the
indemnification rights pursuant to Section 6.01 to the Tyler Parties and pursuant to
Section 6.02 to the Stockholder Parties.



     Section 7.06. Entire Agreement. This Agreement and the related documents contained as
Exhibits and Schedules to this Agreement or expressly contemplated by this Agreement contain the
entire understanding of the parties relating to the subject matter hereof and supersede all prior
written or oral and all contemporaneous oral agreements and understandings relating to the subject
matter hereof. This Agreement cannot be modified or amended except in writing signed by the party
against whom enforcement is sought. The Exhibits and Schedules to this Agreement are hereby
incorporated by reference into and made a part of this Agreement for all purposes.



     Section 7.07. Specific Performance. The parties hereby acknowledge and agree that the
failure of any party to perform its agreements and covenants under this Agreement, including,
without limitation, failure to take all actions as are necessary on its part to the consummation of
the transactions contemplated by this Agreement or any violation of the covenants set forth in
Sections 5.06 and 5.07, may cause irreparable injury to the other parties for which
damages, even if available, may not be an adequate remedy. Accordingly, each party hereby agrees
that any other party may seek injunctive relief by any court of competent jurisdiction to compel
performance of such party’s obligations and to the granting by any court of the remedy of specific
performance of its obligations under this Agreement or any Ancillary Agreement.



     Section 7.08. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the substantive laws of the State of Texas, without giving effect to any
conflicts-of-law, rule, or principle that might require the application of the laws of another
jurisdiction.



     Section 7.9. Jurisdiction; Venue; Service of Process. Each party hereby consents and
agrees that the federal or state courts of the State of Texas (located in Dallas, Texas) shall have
jurisdiction to hear, determine, and enforce any claims or disputes arising out of or related to
the provisions of this Agreement. Each party hereby irrevocably waives any objection to the laying
of venue in such courts, including, without limitation, any claim based on improper venue or forum
non conveniens. Nothing in this Agreement shall be deemed or operate to preclude the enforcement
of any judgment or order obtained in such forum or the taking of any action under this Agreement to
enforce such judgment or order in any other forum. Each party hereby agrees that service of all
writs, process, and summons in any suit, claim, action, or proceeding arising out of or related to
the



23









 







provisions of this Agreement may be made by certified mail, return receipt requested, in accordance
with Section 7.01.



     IN WITNESS WHEREOF, each of the parties to this Agreement has caused this Agreement to be
executed as of the date first written above by their respective officers thereunto duly authorized.



	 	 	 	 	 	 	 
	 	 	TYLER TECHNOLOGIES, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	H. Lynn Moore, Jr.	 	 
	 

	 	Title:
	 	Vice President and General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	STOCKHOLDERS	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	M.A. “Sid” Siddiqui	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Syed Abu Fahad	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	Mohammed Asif	 	 






24









 






SCHEDULES AND EXHIBITS



Disclosure Schedules:




	 	 	 
	Schedule 3.01(c)

	 	Equity Interest Holders of M-Int’l
	Schedule 3.07(a)

	 	Company Financial Statements
	Schedule 3.07(c)

	 	Liabilities
	Schedule 3.10(a)

	 	Employee Plans
	Schedule 3.10(c)

	 	Employees Not Terminable At Will
	Schedule 3.10(e)

	 	Employer Contribution Plans
	Schedule 3.10(j)

	 	Employment, Severance, and Non-Compete Agreements
	Schedule 3.11(b)

	 	Extensions to File Tax Returns
	Schedule 3.11(c)

	 	Tax Audits
	Schedule 3.11(g)

	 	Interests in Foreign Corporations
	Schedule 3.11(i)

	 	Tax Liability to Company Caused by this Agreement
	Schedule 3.14

	 	Insurance
	Schedule 3.16

	 	Company Intellectual Property
	Schedule 3.17

	 	Environmental Matters
	Schedule 3.18(a)

	 	Material Contracts
	Schedule 3.18(b)

	 	Material Permits, Licenses, and Registrations
	Schedule 3.18(c)

	 	Consents Required; Terminable Contracts / Permits
	Schedule 3.20(a)

	 	Employees
	Schedule 3.20(b)

	 	Employee Loans





Exhibits:




	 	 	 
	Exhibit A-1

	 	Form of Employment Agreement for M.A. “Sid” Siddiqui
	Exhibit A-2

	 	Form of Employment Agreement for Syed Abu Fahad
	Exhibit A-3

	 	Form of Employment Agreement for Mohammed Asif
	Exhibit B-1

	 	Certificate of Corporate Secretary of M-USA
	Exhibit B-2

	 	Certificate of Corporate Secretary of M-Pak
	Exhibit B-3

	 	Certificate of Corporate Secretary of M-Int’l
	Exhibit C

	 	Assignment of Copyright






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