EXHIBIT 4.6 [FORM OF WARRANT] THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE TRANSFERRED OR DISPOSED...Warrant Agreement • March 30th, 2004 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • New York
1 Exhibit 10.1 LOAN AGREEMENT THIS LOAN AGREEMENT (this "AGREEMENT"), is entered into as of December 10, 1999, between SERVICEWARE, INC., a Pennsylvania corporation (the "BORROWER"), and PNC BANK, NATIONAL ASSOCIATION (the "BANK"). For good and...Loan Agreement • March 31st, 2000 • Serviceware Com Inc • Pennsylvania
R E C I T A L S :Asset Purchase Agreement • November 13th, 2002 • Serviceware Technologies Inc/ Pa • Services-prepackaged software
WITNESSETH:Lease • March 31st, 2000 • Serviceware Com Inc
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 19th, 2002 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • New York
1 Exhibit 1.0 [ ] Shares of Common Stock ServiceWare Technologies, Inc. UNDERWRITING AGREEMENT BEAR, STEARNS & CO. INC. SG COWEN SECURITIES CORPORATION WIT SOUNDVIEW CORPORATION C.E. UNTERBERG, TOWBIN, L.P. as Representatives of the several...Underwriting Agreement • July 13th, 2000 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • New York
RECITALSLoan and Security Agreement • March 31st, 2003 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • California
EXHIBIT 10.23 RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (the "Award") is made this 29th day of March, 2004 ("Date of Grant") by ServiceWare Technologies, Inc., a Delaware corporation (the "Company") to Kent F. Heyman (the...Restricted Stock Award Agreement • June 8th, 2004 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • Pennsylvania
BY AND AMONGRegistration Rights Agreement • February 14th, 2005 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • Delaware
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into by and between Kanisa Inc., a Delaware corporation ("Kanisa" or the "Company") and Bruce Armstrong (the "Executive"), effective as of the consummation of...Employment Agreement • February 14th, 2005 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • California
1 EXHIBIT 4.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of this 2nd day of June, 2000, by and among ServiceWare Technologies, Inc., a Delaware corporation (the...Registration Rights Agreement • August 18th, 2000 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • Pennsylvania
JULY 20, 2001Purchase and Sale Agreement • August 6th, 2001 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • Delaware
EXHIBIT 10.18 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of January 26, 2004 (the "Effective Date"), by and between ServiceWare Technologies, Inc. (the "Company") a Delaware corporation, with offices...Employment Agreement • March 30th, 2004 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • New Jersey
AMONGNote Purchase Agreement • May 15th, 2002 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • New York
Exhibit 10.1 Information denoted by [*] herein has been omitted pursuant to a request for confidential treatment. This information has been filed separately with the Securities and Exchange Commission. KANA COMMUNICATIONS, INC. [KANA LOGO] KANA...Oem Agreement • November 14th, 2000 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • Delaware
EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into by and between Kanisa Inc., a Delaware corporation ("Kanisa" or the "Company") and Mark Angel (the "Executive"), effective as of the consummation of the...Employment Agreement • February 14th, 2005 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • California
Exhibit 10.10 MICROSOFT KNOWLEDGE BASE NON-EXCLUSIVE LICENSE AGREEMENT This Microsoft Knowledge Base License Agreement ("Agreement") is made and entered into as of this 29th day of June 1998 ("Effective Date") by and between MICROSOFT CORPORATION, a...Non-Exclusive License Agreement • April 7th, 2000 • Serviceware Com Inc • Services-prepackaged software • Washington
SECTION 1 DEFINITIONSLicense Agreement • April 7th, 2000 • Serviceware Com Inc • Services-prepackaged software • Pennsylvania
EXHIBIT 10.17 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of January 26, 2004 (the "Effective Date"), by and between ServiceWare Technologies, Inc. (the "Company") a Delaware corporation, with offices...Employment Agreement • March 30th, 2004 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • New Jersey
BETWEENMaster Software License Agreement • July 13th, 2000 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • Texas
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONGAgreement and Plan of Merger • February 14th, 2005 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • Delaware
August __, 2000 ServiceWare Technologies, Inc. 333 Allegheny Avenue Oakmont, Pennsylvania 15139 C.E. Unterberg, Towbin Swiss Bank Tower 10 E. 50th Street, 22nd Floor New York, New York 10022 Re: Agreement to Act as "Qualified Independent Underwriter"...Agreement to Act as Qualified Independent Underwriter • August 22nd, 2000 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • New York
PRIVATE / PROPRIETARY / LOCK Contains private and/or proprietary information. May not be used or disclosed outside Cingular Wireless LLC, ServiceWare or their affiliated or subsidiary Companies except pursuant to a separate written agreement. 1Software License and Maintenance Agreement • April 1st, 2002 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • Georgia
1 Exhibit 10.12 LOAN AGREEMENT THIS AGREEMENT is made as of this 19 day of January, 2000, by and between SERVICEWARE, INC., a Pennsylvania corporation (the "Company") located in Oakmont, Pennsylvania, and Rajiv Enand, an individual residing at 526...Loan Agreement • April 7th, 2000 • Serviceware Com Inc • Services-prepackaged software • Pennsylvania
RECITALSSecurities Purchase Agreement • February 2nd, 2004 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • New York
RECITALSWarrant Purchase Agreement • July 13th, 2000 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • Delaware
SERVICEWARE TECHNOLOGIES, INC. WARRANTWarrant Agreement • March 31st, 2005 • Serviceware Technologies Inc/ De • Services-prepackaged software • Delaware
ServiceWare Technologies, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, ____________or its registered assigns (including permitted transferees, the “Holder”), is entitled to purchase from the Company up to a total of ___________shares (as adjusted from time to time as provided in Section 9) of Common Stock (as defined below) (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $7.20 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time on or after the Original Issue Date (as defined below) through and including January 30, 2009 (the “Expiration Date”), and subject to the following terms and conditions. This Warrant is one of a series of similar warrants (the “Warrants”) issued pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of February 8, 2005, by and among the Company, Kanisa Inc.,
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2005 • Knova Software, Inc. • Services-prepackaged software • California
This Employment Agreement (this “Agreement”) is entered into by and between Knova Software, Inc., a Delaware corporation (“Knova” or the “Company”) and Thomas J. Muise (the “Executive”), on this 23rd day of June 2005 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SERVICEWARE TECHNOLOGIES, INC., SVCW ACQUISITION, INC. AND KANISA INC.Merger Agreement • December 29th, 2004 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of December 22, 2004, among ServiceWare Technologies, Inc., a Delaware corporation (“Parent”), SVCW Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Kanisa Inc., a Delaware corporation (the “Company”).
1 Exhibit 10.2 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER ("Agreement"), dated as of July 13, 1999, by and among ServiceWare, Inc., a Pennsylvania corporation ("ServiceWare"), Molloy Acquisition Corporation, a Delaware corporation and a...Merger Agreement • March 31st, 2000 • Serviceware Com Inc • Pennsylvania
AMENDMENT TONote Purchase Agreement and Registration Rights Agreement • September 11th, 2002 • Serviceware Technologies Inc/ Pa • Services-prepackaged software
EXHIBIT 10.25 2004 EXECUTIVE COMPENSATION PLAN Lokesh Seth VP Product Development Components of Compensation: Base Salary Cash Bonus Incentive Stock Options Severance Agreement 2004 PlanExecutive Compensation Plan • August 6th, 2004 • Serviceware Technologies Inc/ Pa • Services-prepackaged software
AMENDMENT TO 10% SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE THIS AMENDMENT is entered into as of March 31, 2003, by and between [_____________________________] (the "Holder") and ServiceWare Technologies, Inc., a Delaware corporation (the...10% Senior Unsecured Convertible Promissory Note • May 15th, 2003 • Serviceware Technologies Inc/ Pa • Services-prepackaged software
1 Exhibit 10.18 Confidential portions of this Exhibit have been omitted and are identified by square brackets ([ ]) and three asterisks (***). Such material has been separately filed with the Securities and Exchange Commission pursuant to a request...Master Alliance Agreement • July 13th, 2000 • Serviceware Technologies Inc/ Pa • Services-prepackaged software • Pennsylvania
1 2 2. Delivery and Acceptance. Company shall deliver the ServiceWare Knowledge Base to Microsoft no later than _________________, 1998 and all Updates thereto pursuant to section 3 below. Upon the delivery of the ServiceWare Knowledge Base and the...Serviceware Knowledge Base License Agreement • April 7th, 2000 • Serviceware Com Inc • Services-prepackaged software • Washington
