EXHIBIT 1.1 _________ Shares VITRIA TECHNOLOGY, INC. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • September 10th, 1999 • Vitria Technology Inc • Services-prepackaged software • New York
Contract Type FiledSeptember 10th, 1999 Company Industry Jurisdiction
EXHIBIT 10.27 May 11, 2004 Mr. James Guthrie [ Address ] [ Address ] PERSONAL AND CONFIDENTIAL Dear Jim: This letter sets forth the substance of the separation agreement (the "Agreement") which Vitria Technology; Inc. (the "Company") is offering to...Separation Agreement • August 9th, 2004 • Vitria Technology Inc • Services-prepackaged software
Contract Type FiledAugust 9th, 2004 Company Industry
Exhibit 1.1 5,000,000 Shares VITRIA TECHNOLOGY, INC. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • February 8th, 2000 • Vitria Technology Inc • Services-prepackaged software • New York
Contract Type FiledFebruary 8th, 2000 Company Industry Jurisdiction
by and between SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, CA 95054 Attn: Loan Services (408) 496-2429 andLoan and Security Agreement • November 14th, 2002 • Vitria Technology Inc • Services-prepackaged software
Contract Type FiledNovember 14th, 2002 Company Industry
EXHIBIT 10.1 Highland Landmark III Office Lease by and between Opus/AEW Office Development Company, L.L.C., a Delaware limited liability company authorized to transact business in Illinois, LandlordOffice Lease • May 15th, 2000 • Vitria Technology Inc • Services-prepackaged software
Contract Type FiledMay 15th, 2000 Company Industry
Exhibit 10.21 September 9, 2003 Mr. John Philpin Vitria Technologies, Inc. 945 Stewart Street Sunnyvale, CA 94085 PERSONAL AND CONFIDENTIAL Dear John: This letter sets forth the substance of the separation agreement (the "Agreement") which Vitria...Severance Agreement • March 12th, 2004 • Vitria Technology Inc • Services-prepackaged software • California
Contract Type FiledMarch 12th, 2004 Company Industry Jurisdiction
EXHIBIT 10.24 THIRD LOAN MODIFICATION AGREEMENT THIS THIRD LOAN MODIFICATION AGREEMENT ("LOAN MODIFICATION AGREEMENT") is entered into as of June 11, 2004, by and between VITRIA TECHNOLOGY, INC. ("BORROWER") and SILICON VALLEY BANK ("BANK"). 1....Loan Modification Agreement • August 9th, 2004 • Vitria Technology Inc • Services-prepackaged software
Contract Type FiledAugust 9th, 2004 Company Industry
EXHIBIT 4.3 VITRIA TECHNOLOGY, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Second Amended and Restated Investor Rights Agreement (the "Agreement") is entered into as of the 20/th/ day of May 1999, by and among Vitria Technology,...Investor Rights Agreement • June 22nd, 1999 • Vitria Technology Inc • California
Contract Type FiledJune 22nd, 1999 Company Jurisdiction
EXHIBIT 10.32 Vitria Contract Number: 8913 MARKETING AGREEMENT This Marketing Agreement (this "Agreement") is entered into betweenMarketing Agreement • November 9th, 2004 • Vitria Technology Inc • Services-prepackaged software • California
Contract Type FiledNovember 9th, 2004 Company Industry Jurisdiction
EXHIBIT 10.25 April 27, 2004 VIA HAND-DELIVERY Jeff Bairstow [Address] [Address] Dear Jeff: This letter sets forth the substance of the separation agreement (the "Agreement") that Vitria Technology, Inc. (the "Company") is offering to you to aid in...Separation Agreement • August 9th, 2004 • Vitria Technology Inc • Services-prepackaged software
Contract Type FiledAugust 9th, 2004 Company Industry
RECITALSSublease • February 1st, 2000 • Vitria Technology Inc • Services-prepackaged software
Contract Type FiledFebruary 1st, 2000 Company Industry
Exhibit 10.17 [Vitria Technology, Inc. Letterhead] July 31, 2002 Mr. John Wheeler PERSONAL AND CONFIDENTIAL Dear John: This letter sets forth the substance of the separation agreement (the "Agreement") which Vitria Technology Inc. (the "Company") is...Separation Agreement • November 14th, 2002 • Vitria Technology Inc • Services-prepackaged software • California
Contract Type FiledNovember 14th, 2002 Company Industry Jurisdiction
EXHIBIT 10.6 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE--NET (Do not use this form for Multi- Tenant Property) 1. Basic Provisions ("Basic Provisions"). 1.1 Parties: This Lease ("Lease"), dated for...Standard Industrial/Commercial Single-Tenant Lease • June 22nd, 1999 • Vitria Technology Inc
Contract Type FiledJune 22nd, 1999 Company
R E C I T A L SLicense and Services Agreement • March 12th, 2004 • Vitria Technology Inc • Services-prepackaged software • California
Contract Type FiledMarch 12th, 2004 Company Industry Jurisdiction
EXHIBIT 10.33 VITRIA TECHNOLOGY, INC. 1999 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (INCENTIVE AND NONSTATUTORY STOCK OPTIONS) Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, VITRIA TECHNOLOGY, INC....Stock Option Agreement • November 9th, 2004 • Vitria Technology Inc • Services-prepackaged software
Contract Type FiledNovember 9th, 2004 Company Industry
EXHIBIT 10.26 June 10, 2004 Gary Velasquez [Address] [Address] Dear Gary: This letter sets forth the substance of the separation agreement (the "Agreement") that Vitria Technology, Inc. (the "Company") is offering to you to aid in your employment...Separation Agreement • August 9th, 2004 • Vitria Technology Inc • Services-prepackaged software
Contract Type FiledAugust 9th, 2004 Company Industry
August 4, 2005 Jim Davis Dear Jim:Severance Agreement • August 11th, 2005 • Vitria Technology Inc • Services-prepackaged software • California
Contract Type FiledAugust 11th, 2005 Company Industry JurisdictionThis letter (the “Agreement”) sets forth the substance of the arrangements between you and Vitria Technology, Inc. (the “Company”) in connection with your employment transition.
Exhibit 2.1 =================================================================== ============= AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • April 25th, 2001 • Vitria Technology Inc • Services-prepackaged software • Delaware
Contract Type FiledApril 25th, 2001 Company Industry Jurisdiction
EXHIBIT 10.15 December 27, 2003 JoMei Chang Vitria Technologies, Inc. 945 Stewart Street Sunnyvale, CA 94085 Dear JoMei: We appreciate your long service as a founder, executive, and employee of Vitria Technology, Inc. (the "Company"). This letter sets...Separation Agreement • March 12th, 2004 • Vitria Technology Inc • Services-prepackaged software • California
Contract Type FiledMarch 12th, 2004 Company Industry Jurisdiction
AGREEMENTTransfer Agreement for Ordinary Shares • March 12th, 2004 • Vitria Technology Inc • Services-prepackaged software • California
Contract Type FiledMarch 12th, 2004 Company Industry Jurisdiction
EXHIBIT 10.29 July 14, 2004 VIA HAND-DELIVERY Sonja Wilkerson [Address] [Address] Dear Sonja: This letter sets forth the substance of the separation agreement (the "Agreement") that Vitria Technology, Inc. (the "Company") is offering to you to aid in...Separation Agreement • August 9th, 2004 • Vitria Technology Inc • Services-prepackaged software • California
Contract Type FiledAugust 9th, 2004 Company Industry Jurisdiction
EXHIBIT 10.12 April 9, 2001 Jay Shiveley Dear Jay: This letter sets forth the substance of the agreement (the "Agreement") between Vitria Technology, Inc. (the "Company") and you in connection with your potential service as a part- time employee....Part-Time Employment Agreement • May 15th, 2001 • Vitria Technology Inc • Services-prepackaged software • California
Contract Type FiledMay 15th, 2001 Company Industry Jurisdiction
EXHIBIT 10.30 CONFIRMATION AGREEMENT This Confirmation Agreement (the "Agreement") is entered into as of April 22, 2004, by and between Vitria Technology, Inc. and its subsidiaries ("Vitria"), on the one hand, and Jo Mei Chang and Dale Skeen, on the...Confirmation Agreement • August 9th, 2004 • Vitria Technology Inc • Services-prepackaged software • California
Contract Type FiledAugust 9th, 2004 Company Industry Jurisdiction
VITRIA PROFESSIONAL SERVICES AGREEMENTProfessional Services • March 31st, 2005 • Vitria Technology Inc • Services-prepackaged software • California
Contract Type FiledMarch 31st, 2005 Company Industry Jurisdiction
SECOND LOAN MODIFICATION AGREEMENTLoan Modification Agreement • August 14th, 2003 • Vitria Technology Inc • Services-prepackaged software
Contract Type FiledAugust 14th, 2003 Company IndustryThis Second Loan Modification Agreement (“Loan Modification Agreement”) is entered into as of June 26, 2003, by and between VITRIA TECHNOLOGY, INC. (“Borrower”) and SILICON VALLEY BANK (“Bank”).
VITRIA CONTRACT 8511 DEVELOPMENT AND SERVICES AGREEMENT This Development and Services Agreement is entered into between Vitria Technology, Inc., a Delaware corporation, ("Vitria") and CHILIN, LLC, a California limited liability company, ("ChiLin") and...Development and Services Agreement • March 12th, 2004 • Vitria Technology Inc • Services-prepackaged software • California
Contract Type FiledMarch 12th, 2004 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 20, 2006 AMONG INNOVATION TECHNOLOGY GROUP, INC., ITG ACQUISITION, INC. AND VITRIA TECHNOLOGY, INC.Merger Agreement • September 22nd, 2006 • Vitria Technology Inc • Services-prepackaged software • Delaware
Contract Type FiledSeptember 22nd, 2006 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER, dated as of September 20, 2006 (this “Agreement”), is among INNOVATION TECHNOLOGY GROUP, INC., a Delaware corporation (“Parent”), ITG ACQUISITION, INC., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and VITRIA TECHNOLOGY, INC., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.13.
VITRIA TECHNOLOGY, INC. 1999 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 8th, 2005 • Vitria Technology Inc • Services-prepackaged software
Contract Type FiledMarch 8th, 2005 Company IndustryPursuant to the Restricted Stock Award Grant Notice (“Grant Notice”) and this Restricted Stock Award Agreement (collectively, the “Award”) and in consideration of the Purchase Price (as defined below), Vitria Technology, Inc. (the “Company”) has awarded you a restricted stock award under its 1999 Equity Incentive Plan (the “Plan”) for the number of shares of the Company’s Common Stock subject to the Award as indicated in the Grant Notice. Defined terms not explicitly defined in this Restricted Stock Award Agreement but defined in the Plan shall have the same definitions as in the Plan.
Subject to the conditions set forth this Consent of Landlord to Proposed Sublease ("Consent"), SQUARE 24 ASSOCIATES ("Landlord") hereby consents to that ------- -------- certain Sublease attached hereto, dated May 30, 2000, between LATTICE...Consent of Landlord to Proposed Sublease • August 14th, 2000 • Vitria Technology Inc • Services-prepackaged software
Contract Type FiledAugust 14th, 2000 Company Industry
August 24, 2005 Mr. Gregory Anderson 1901 John Street Manhattan Beach, CA 90266 PERSONAL AND CONFIDENTIAL Dear Greg:Separation Agreement • September 15th, 2005 • Vitria Technology Inc • Services-prepackaged software • California
Contract Type FiledSeptember 15th, 2005 Company Industry JurisdictionThis letter sets forth the substance of the separation agreement (the “Agreement”) which Vitria Technology (the “Company”) is offering to you to aid in your employment transition.
LOGO FOR VITRIA TECHNOLOGY, INC.] February 1, 2002 Paul Auvil Deal Paul:Employment Agreement • March 29th, 2002 • Vitria Technology Inc • Services-prepackaged software
Contract Type FiledMarch 29th, 2002 Company IndustryThis letter sets forth the substance of the agreement (the “Agreement”) between Vitria Technology, Inc. (the “Company”) and you in connection with your potential change in employment.