LOAN AND SECURITY AGREEMENT OPTIKA IMAGING SYSTEMS, INC. TABLE OF CONTENTSLoan and Security Agreement • November 16th, 1998 • Optika Imaging Systems Inc • Services-prepackaged software
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 13th, 2003 • Optika Inc • Services-prepackaged software • Colorado
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2000 • Optika Inc • Services-prepackaged software • New York
AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of January 23, 2002 (the "Agreement"), between Optika Inc., a Delaware corporation (the "Company"), and --------- ------- EquiServe Trust Company, N.A. (the "Rights Agent"). ------------Rights Agreement • January 25th, 2002 • Optika Inc • Services-prepackaged software • Delaware
THE PARTIES LISTED ON THE SIGNATURE PAGE HERETO WARRANT AGREEMENT TABLE OF CONTENTS*Warrant Agreement • February 24th, 2000 • Optika Inc • Services-prepackaged software • New York
RECITALSExchange Agreement • May 15th, 2001 • Optika Inc • Services-prepackaged software • New York
EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Agreement is entered into as of October 15, 2003 by and between Optika Inc., a Delaware corporation (the "COMPANY"), and Steven M. Johnson ("EXECUTIVE"). WHEREAS, the Company desires to obtain the services of...Employment Agreement • February 6th, 2004 • Optika Inc • Services-prepackaged software • Colorado
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT OPTIKA, INC. TABLE OF CONTENTSLoan and Security Agreement • March 26th, 2003 • Optika Inc • Services-prepackaged software
Exhibit 10.23 FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This First Amendment to Registration Rights Agreement (this "First Amendment"), is made by and between Optika Inc., a Delaware corporation (the "Company") and the investors set forth on...Registration Rights Agreement • May 15th, 2001 • Optika Inc • Services-prepackaged software
EXHIBIT 10.3 ------------ REGISTRATION RIGHTS AGREEMENT Dated as of February 23, 2000 by and amongRegistration Rights Agreement • February 24th, 2000 • Optika Inc • Services-prepackaged software • New York
EXHIBIT 10.18 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of December 4, 2003 and effective as of November 5, 2003, by and between Optika, Inc. (the "Borrower") and Silicon Valley Bank ("Bank"). 1. DESCRIPTION OF...Loan Modification Agreement • February 6th, 2004 • Optika Inc • Services-prepackaged software
Exhibit 10.17 AMENDMENT TO LOAN AND SECURITY AGREEMENT --------------------------- This Amendment to Loan and Security Agreement is entered into as of March 2, 1998, by and between Silicon Valley Bank ("Bank") and Optika Imaging Systems, Inc....Loan and Security Agreement • March 31st, 1998 • Optika Imaging Systems Inc • Services-prepackaged software
EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Agreement is entered into as of October 15, 2003 by and between Optika Inc., a Delaware corporation (the "COMPANY"), and Mark K. Ruport ("EXECUTIVE"). WHEREAS, the Company desires to obtain the services of...Employment Agreement • February 6th, 2004 • Optika Inc • Services-prepackaged software • Colorado
BETWEENAssignment • March 31st, 1997 • Optika Imaging Systems Inc • Services-prepackaged software • Colorado
RECITALSConsent and Voting Agreement • January 13th, 2004 • Optika Inc • Services-prepackaged software • Delaware
OPTIKA INC. and COMPUTERSHARE TRUST COMPANY, INC. as Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of July 29, 2002Rights Agreement • August 13th, 2002 • Optika Inc • Services-prepackaged software • Delaware
AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of July 29, 2002 (the “Agreement”), between Optika Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, Inc. (the “Rights Agent”).
RECITALSLoan and Security Agreement • March 31st, 1997 • Optika Imaging Systems Inc • Services-prepackaged software
Exhibit 99.2 July 18, 2001 To Our Stockholders: Your Board of Directors has approved a rights plan under which Optika Inc. (the "Company") has declared a dividend of Rights on its Common Stock. We believe that this rights plan will provide protection...Rights Agreement • July 18th, 2001 • Optika Inc • Services-prepackaged software
Your Board of Directors has approved a rights plan under which Optika Inc. (the "Company") has declared a dividend of Rights on its Common Stock. We believe that this rights plan will provide protection to the stockholders from takeover abuses prevalent today. The Rights Agreement is more fully described in the Summary of Rights attached to this letter.
VOTING AGREEMENTVoting Agreement • January 21st, 2004 • Optika Inc • Services-prepackaged software • Delaware
This Voting Agreement (this “Agreement”) is dated as of January 11, 2004, among Optika Inc., a Delaware corporation (the “Company”), and the persons listed on Annex A hereto, each of whom is a holder (a “Shareholder”) of shares of common stock of Stellent, Inc., a Minnesota corporation (the “Buyer”).
Optika Inc. 7450 Campus Drive, 2nd Floor Colorado Springs, Colorado 80920 May 7, 2001Optika Inc • May 15th, 2001 • Services-prepackaged software
This letter will confirm our mutual agreement and understanding that if, subsequent to the date hereof, the Securities Exchange Commission issues a written clarification or modification of its current position regarding the accounting treatment of redeemable preferred stock and such interpretation would enable the terms of the Series A-1 Preferred Stock to be modified to provide the holders thereof with the right to receive the Liquidation Preference (as defined therein) in cash upon a Change of Control of the Company the "Cash Liquidation Right" without causing a change in the then current accounting treatment or classification of the Series A-1 Preferred Stock as "permanent equity" on the financial statements of the Company, as determined by the Company's independent certified public accountants in their reasonable discretion (as determined by a majority of the "Big 5" accounting firms), then the Company shall, as promptly as practicable upon its becoming aware of such interpretation
AGREEMENT AND PLAN OF MERGER among STELLENT, INC., STEL SUB, INC. and OPTIKA INC. Dated as of January 11, 2004Agreement and Plan of Merger • January 12th, 2004 • Optika Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) among Stellent, Inc., a Minnesota corporation (“Buyer”), STEL Sub, Inc., a Delaware corporation formed and wholly owned by Buyer (“Buyer Subsidiary”), and Optika Inc., a Delaware corporation (the “Company” and, together with Buyer Subsidiary, sometimes referred to as the “Constituent Corporations”) is dated as of January 11, 2004.
AMENDMENT NO. 1 TO VOTING AGREEMENTVoting Agreement • January 30th, 2004 • Optika Inc • Services-prepackaged software
This Amendment No. 1 (this “Amendment”) is entered into as of the 27th day of January, 2004 among Optika Inc., a Delaware corporation (the “Company”), and the persons listed on the signature page hereto, each of whom is a holder (a “Shareholder”) of shares of common stock of Stellent, Inc., a Minnesota corporation (the “Buyer”).
