VERSATA, INC. COMMON STOCKUnderwriting Agreement • December 10th, 1999 • Versata Inc • New York
VERSATA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 29th, 2000 • Versata Inc • Services-prepackaged software • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2002 • Versata Inc • Services-prepackaged software
1 EXHIBIT 10.7 LOAN AND SECURITY AGREEMENT TABLE OF CONTENTSLoan and Security Agreement • December 10th, 1999 • Versata Inc • California
OFFICE LEASEOffice Lease • December 10th, 1999 • Versata Inc • California
EFFECTIVE DATE: NOVEMBER 17, 2000 EXHIBIT 99.3 VERSATA, INC. STOCK OPTION ASSUMPTION AGREEMENT Dear [Verve Optionee]: As you know, on November 17, 2000 (the "Closing Date") Versata, Inc. ("Versata") acquired Verve, Incorporated ("Verve") (the...Stock Option Assumption Agreement • October 4th, 2001 • Versata Inc • Services-prepackaged software
As you know, on November 17, 2000 (the "Closing Date") Versata, Inc. ("Versata") acquired Verve, Incorporated ("Verve") (the "Acquisition"). In the Acquisition, each share of Verve common stock was exchanged for 0.4076114 of a share of Versata common stock (the "Exchange Ratio"). On the Closing Date you held one or more outstanding options to purchase shares of Verve common stock granted to you under the Verve Stock Option Plan (the "Plan") and documented with a Stock Option Agreement(s) and/or Notice(s) of Grant of Stock Option (collectively, the "Option Agreement") issued to you under the Plan (the "Verve Options"). In accordance with the Acquisition, on the Closing Date Versata assumed all obligations of Verve under the Verve Options. This Agreement evidences the assumption of the Verve Options, including the necessary adjustments to the Verve Options required by the Acquisition.
Exhibit 10.1 LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease"), dated as of April 10, 2000, is made by and between KAISER ALUMINUM & CHEMICAL CORPORATION, through its agent, KAISER CENTER, INC. ("Landlord") and VERSATA, INC., a Delaware corporation...Lease Agreement • August 14th, 2000 • Versata Inc • Services-prepackaged software
VERSATA, INC. and EQUISERVE TRUST COMPANY N.A. PREFERRED STOCK RIGHTS AGREEMENT Dated as of April 7, 2004Preferred Stock Rights Agreement • April 9th, 2004 • Versata Inc • Services-prepackaged software • Delaware
This Preferred Stock Rights Agreement is dated as of April 7, between Versata, Inc., a Delaware corporation, (the “Company”), and EquiServe Trust Company N.A. (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER by and among TRILOGY, INC., V ACQUISITION, INC. and VERSATA, INC. December 7, 2005Merger Agreement • December 7th, 2005 • Versata Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into and effective as of December 7, 2005, by and among Trilogy, Inc., a Delaware corporation (“Parent”), V Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and Versata, Inc., a Delaware corporation (the “Company”).
EXHIBIT 99.2 FORM OF STOCK OPTION AGREEMENT VERVE, INCORPORATED (the "Company"), desiring to afford an opportunity to the Grantee named below to purchase certain shares of common stock without par value, of VERVE, INCORPORATED OF CALIFORNIA, to...Stock Option Agreement • October 4th, 2001 • Versata Inc • Services-prepackaged software • California
RECITALSSenior Loan and Security Agreement • December 10th, 1999 • Versata Inc • California
Re: Letter Agreement Regarding Versata Inc.’s Severance PlanSeverance Agreement • September 19th, 2005 • Versata Inc • Services-prepackaged software • California
Versata, Inc. (“Versata” or the “Company”) has adopted a severance plan (the “Plan”), the terms of which are included below. The Plan provides for certain pay and benefits for designated Plan Participants who otherwise qualify for such pay and benefits in, and only in, the event of occurrence of certain events as defined in the Plan itself.
WITNESSETHSublease Agreement • December 10th, 1999 • Versata Inc • California
IBM AND VISION JOINT PRODUCT AND MARKETING AGREEMENTJoint Product and Marketing Agreement • February 29th, 2000 • Versata Inc • Services-prepackaged software • New York
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 23rd, 2006 • Versata Inc • Services-prepackaged software • Texas
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into and effective as of January 18, 2006, by and among Trilogy, Inc., a Delaware corporation (“Parent”), V Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and Versata, Inc., a Delaware corporation (the “Company”).
SEPARATION AGREEMENT AND RELEASE RECITALSSeparation Agreement • July 28th, 2005 • Versata Inc • Services-prepackaged software • California
This Separation Agreement and Release (“Agreement”) is made by and between Linda Giampa (the “Employee”) and Versata, Inc. (the “Company”) (collectively referred to as the “Parties”):
Re: Interim CEO Employment AgreementInterim Ceo Employment Agreement • June 14th, 2005 • Versata Inc • Services-prepackaged software
We have all enjoyed our recent discussions with you about your joining Versata, Inc. I am excited that you share our enthusiasm about the success and growth opportunities we see in delivering industry-leading development and deployment products built on a firm strategic base. The following offer of employment will be contingent on successful completion of Versata’s pre-employment processes.
STOCKHOLDER TENDER AND VOTING AGREEMENTStockholder Tender and Voting Agreement • December 7th, 2005 • Versata Inc • Services-prepackaged software • Delaware
THIS STOCKHOLDER TENDER AND VOTING AGREEMENT (this “Agreement”) dated as of December 7, 2005, is made and entered into by and among Trilogy, Inc., a Delaware corporation (“Parent”), V Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), and each other Person listed on the signature pages hereof (each, a “Stockholder”). Capitalized terms not defined herein have the meanings ascribed to such terms in the Agreement and Plan of Merger dated of even date herewith (as the same may be amended from time to time, the “Merger Agreement”) by and among Parent, Sub and Versata, Inc., a Delaware corporation (the “Company”).
Exhibit 10.3 FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT VISION SOFTWARE TOOLS, INC. NOVEMBER 30, 1999 TABLE OF CONTENTSInvestors' Rights Agreement • December 10th, 1999 • Versata Inc • California
FIRST AMENDMENT TO PREFERRED STOCK RIGHTS AGREEMENT by and between VERSATA, INC. and EQUISERVE TRUST COMPANY N.A.Preferred Stock Rights Agreement • December 7th, 2005 • Versata Inc • Services-prepackaged software
THIS FIRST AMENDMENT TO THE PREFERRED STOCK RIGHTS AGREEMENT (this “First Amendment”) is made and entered into as of December 7, 2005 by and between Versata, Inc., a Delaware corporation (the “Company”) and EquiServe Trust Company N.A. (the “Rights Agent”).
VERSATA, INC. 2003 EMPLOYMENT INDUCEMENT AWARD PLAN2003 Employment Inducement Award Plan • January 29th, 2004 • Versata Inc • Services-prepackaged software
VERSATA, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 22nd, 2004 • Versata Inc • Services-prepackaged software • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of December 20, 2004, by and between VENTURE BANKING GROUP, a division of Greater Bay Bank N.A. (“Bank”) and VERSATA, INC. (“Borrower”).
VERSATA, INC. STOCK OPTION AGREEMENTStock Option Agreement • September 19th, 2005 • Versata Inc • Services-prepackaged software • California
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • March 12th, 2004 • Versata Inc • Services-prepackaged software • California
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (the “Fourth Amendment”), dated and effective as of March 10, 2004 (the “Effective Date”), is entered into by and between OAKLAND CORPORATE CENTER, L.L.C., a Delaware limited liability company (“Landlord”), and VERSATA, INC., a Delaware corporation (“Tenant”), who agree as follows:
