EXHIBIT 1.1 2,500,000 Shares VIGNETTE CORPORATION Common Stock, $0.01 par value UNDERWRITING AGREEMENT December __, 1999Underwriting Agreement • December 6th, 1999 • Vignette Corp • Services-prepackaged software • New York
WHEREAS, Landlord and Tenant desire to amend the Lease to add an additional portion of the second floor of the Building containing approximately 10,000 square feet of Net Rentable Area, as such space is identified by diagonal lines on the floor plan...Lease Agreement • March 30th, 2001 • Vignette Corp • Services-prepackaged software • Texas
b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a -------------------------------- condition precedent to his or its right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made...Indemnification Agreement • September 29th, 1998 • Vignette Corp • Delaware
ARTICLE 1 GRANT OF PROXY; VOTING AGREEMENT; AGREEMENT TO TENDERStockholder Agreement • May 31st, 2000 • Vignette Corp • Services-prepackaged software
RECITALS:Stockholders Agreement • September 29th, 1998 • Vignette Corp • Texas
Exhibit 10.21 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this "Amendment") is entered into as of the 30th day of October, 1998, by and between B.O. III, LTD., a Texas limited partnership ("Landlord") and VIGNETTE, INC., a Delaware...Lease • March 30th, 2001 • Vignette Corp • Services-prepackaged software
andRights Agreement • April 30th, 2002 • Vignette Corp • Services-prepackaged software • New York
RECITALS:Registration Rights Agreement • September 29th, 1998 • Vignette Corp • Texas
LIST OF EXHIBITS AND RIDERS TO SUPPLEMENTAL LEASE PROVISIONSOffice Lease Agreement • December 3rd, 1998 • Vignette Corp • Services-prepackaged software • Texas
EXHIBIT 10.15 Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *****. A complete version of this exhibit has been...Professional Services Agreement • December 3rd, 1998 • Vignette Corp • Services-prepackaged software • California
Exhibit 10.23 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (this "Amendment") is entered into as of the 27th day of April, 1999, by and between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation ("Landlord") (successor in...Lease Agreement • March 30th, 2001 • Vignette Corp • Services-prepackaged software
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN VIGNETTE CORPORATIONAgreement and Plan of Reorganization • July 15th, 1999 • Vignette Corp • Services-prepackaged software • Texas
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG VIGNETTE CORPORATION, DS MERGER SUB, INC.Agreement and Plan of Reorganization • February 29th, 2000 • Vignette Corp • Services-prepackaged software • Massachusetts
RECITALS WHEREAS, Borrower has requested Lender to make available to Borrower a loan in the aggregate principal amount of FIVE MILLION DOLLARS ($5,000,000) in 5 installments of ONE MILLION DOLLARS ($1,000,000) each (as the same may from time to time...Subordinated Loan and Security Agreement • December 3rd, 1998 • Vignette Corp • Services-prepackaged software • Illinois
EXHIBIT 10.11 "PRISM" DEVELOPMENT AND MARKETING AGREEMENT ------------------------------------------- This "Prism" Development and Agreement is made this ____ day of July, 1996 (the "Effective Date"), by and between Vignette Corporation, a Delaware...Development and Marketing Agreement • February 17th, 1999 • Vignette Corp • Services-prepackaged software • Texas
SUBLEASESublease • March 30th, 2001 • Vignette Corp • Services-prepackaged software • Texas
WHEREAS, pursuant to Rider 3 to the Lease, Tenant has exercised the Expansion Option to lease 5,049 square feet of Agreed Rentable Area on the first (1st) floor of the Building shown on Exhibit A attached hereto (the "First Floor --------- Expansion...Lease Agreement • March 30th, 2001 • Vignette Corp • Services-prepackaged software
IMPERIAL BANK Member FDICSecurity and Loan Agreement • December 3rd, 1998 • Vignette Corp • Services-prepackaged software
Exhibit 10.25 FIFTH AMENDMENT TO LEASE THIS FIFTH AMENDMENT TO LEASE (this "Amendment") is entered into as of the 12th day of December, 2000, by and between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation ("Landlord") and...Lease Agreement • March 30th, 2001 • Vignette Corp • Services-prepackaged software
BY AND AMONGMerger Agreement • May 31st, 2000 • Vignette Corp • Services-prepackaged software • Delaware
EXHIBIT 10.17 M A S T E R L E A S E A G R E E M E N T MASTER LEASE AGREEMENT (the "Master Lease") dated December 3, 1998 by and between COMDISCO, INC. ("Lessor") and VIGNETTE CORPORATION ("Lessee"). IN CONSIDERATION of the mutual agreements described...Master Lease Agreement • December 3rd, 1998 • Vignette Corp • Services-prepackaged software • Illinois
FOURTH AMENDMENT TO LEASELease Agreement • March 30th, 2001 • Vignette Corp • Services-prepackaged software
VIGNETTE CORPORATION 1999 SUPPLEMENTAL STOCK OPTION PLAN (AS AMENDED FEBRUARY 28, 2002)1999 Supplemental Stock Option Plan • March 11th, 2004 • Vignette Corp • Services-prepackaged software
OFFER AGREEMENT October 17, 2005 Larry Warnock Dear Larry,Offer Agreement • March 15th, 2006 • Vignette Corp • Services-prepackaged software
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • May 6th, 2009 • Vignette Corp • Services-prepackaged software • Delaware
THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of May 5, 2009 between VIGNETTE CORPORATION (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, in its capacity as Rights Agent (the “Rights Agent”), is made with reference to the following facts:
«First_Name» «Last_Name» «Address_Line1» «Address_Line2» «Town_Or_City», «Region_2» «Postal_Code» Dear «First_Name»:Separation Agreement • March 15th, 2006 • Vignette Corp • Services-prepackaged software
This letter is to confirm the agreement between you and Vignette Corporation (the “Company”) regarding your separation from the Company. Your full-time employment with the Company will end on <<Termination Date>> (the “Termination Date”). All of the provisions of this letter (“the Separation Agreement”) are subject to, and conditioned upon, you signing and returning to us a copy of the Separation Agreement, and complying with its terms.
RECITALS:Registration Rights Agreement • December 3rd, 1998 • Vignette Corp • Services-prepackaged software • Texas
Mr. Alex Shootman Dear Alex:Separation Agreement • November 7th, 2008 • Vignette Corp • Services-prepackaged software
This letter is to confirm the agreement between you and Vignette Corporation (the “Company”) regarding your separation from the Company. Your full-time employment with the Company will end on November 14, 2008 (the “Termination Date”). All of the provisions of this letter (“Agreement”) are subject to, and conditioned upon, your signing and returning to us a copy of the Letter Agreement, and complying with its terms.
FIRST AMENDMENT OF LEASELease Agreement • March 15th, 2005 • Vignette Corp • Services-prepackaged software • Texas
This First Amendment of Lease (the “First Amendment”) is entered into this 12th day of November, 2001 (the “Effective Date”), by and between Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership (“Landlord”) and Vignette Corporation, a Delaware corporation (“Tenant”).
OFFER AGREEMENT September 20, 2005 David B. Crean Dear David,Offer Agreement • March 15th, 2006 • Vignette Corp • Services-prepackaged software
Share Sale Agreement Advent Limited Gillmoss Pty Limited Perpetual Trustee Company Limited (ABN 42 000 001 007) acting as trustee for the Macquarie Investment Trust Patricia Anne Hume Francis William Johnson John William Parsons Tower Technology Pty...Share Sale Agreement • March 5th, 2004 • Vignette Corp • Services-prepackaged software • New South Wales
MERGER AGREEMENT BY AND AMONG VIGNETTE CORPORATION, SILVER STREAM CORPORATION, AND MICRONETS, INC. April 7, 2008Merger Agreement • May 7th, 2008 • Vignette Corp • Services-prepackaged software • Delaware
This Merger Agreement (the “Agreement”) is entered into as of April 7, 2008, by and among Vignette Corporation, a Delaware corporation (“Parent”), Silver Stream Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and MicroNets, Inc., a Delaware corporation (“Company”). Parent, Merger Sub and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
January 18, 2008 Bryce Johnson Dear Bryce:Severance Agreement • May 7th, 2008 • Vignette Corp • Services-prepackaged software
This letter modifies the terms of any offer letter between you and Vignette Corp. to provide you with severance protection under the following terms.
September 20, 2006 Mr. Leo Brunnick Senior Vice President of Research and DevelopmentCommuting Expense Reimbursement Agreement • November 8th, 2006 • Vignette Corp • Services-prepackaged software
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *****. A complete version of this exhibit has been filed...Letter Amendment to "Prism" Development and Marketing Agreement • September 29th, 1998 • Vignette Corp • California
