EXHIBIT 2.01 AGREEMENT AND PLAN OF MERGERMerger Agreement • February 4th, 2000 • Primus Knowledge Solutions Inc • Services-prepackaged software • Georgia
EXHIBIT 1.1 Underwriting Agreement June __, 1999 BancBoston Robertson Stephens Inc. Hambrecht & Quist LLC U.S. Bancorp Piper Jaffray Inc. First Albany Corporation As Representatives of the several Underwriters c/o BancBoston Robertson Stephens Inc....Underwriting Agreement • June 18th, 1999 • Primus Knowledge Solutions Inc • Services-prepackaged software • New York
EXHIBIT 10.24 [ENCOMPASS GLOBALIZATION LOGO APPEARS HERE] SERVICE AGREEMENT This Service Agreement (the "Agreement") is made and entered into as of the later of the two dates on the signature page by and between Primus Communications Corporation...Service Agreement • June 25th, 1999 • Primus Knowledge Solutions Inc • Services-prepackaged software • Washington
RECITALSSeparation Agreement • April 30th, 1999 • Primus Knowledge Solutions Inc • Washington
EXHIBIT 99.2 PRIMUS KNOWLEDGE SOLUTIONS, INC. NONQUALIFIED STOCK OPTION LETTER AGREEMENT TO: Kristopher Klein We are pleased to inform you that you have been selected by the Company to receive a stock option (the "Option") to purchase shares (the...Nonqualified Stock Option Agreement • July 3rd, 2000 • Primus Knowledge Solutions Inc • Services-prepackaged software
RECITALSRegistration Rights Agreement • April 30th, 1999 • Primus Knowledge Solutions Inc • Washington
THIRD AMENDMENT TO JOINT VENTURE AGREEMENTJoint Venture Agreement • March 20th, 2002 • Primus Knowledge Solutions Inc • Services-prepackaged software
Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION by and among PRIMUS KNOWLEDGE SOLUTIONS, INC. AL ACQUISTION, INC. ANSWERLOGIC, INC. Dated as of May 21, 2001 AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF May...Merger Agreement • June 15th, 2001 • Primus Knowledge Solutions Inc • Services-prepackaged software • Delaware
LEASE AMENDMENT IVLease Amendment • March 20th, 2002 • Primus Knowledge Solutions Inc • Services-prepackaged software
PRIMUS KNOWLEDGE SOLUTIONS, INC. THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is made as of the 12th day of December 1999, by and among PRIMUS KNOWLEDGE SOLUTIONS, INC. (the...Registration Rights Agreement • March 23rd, 2000 • Primus Knowledge Solutions Inc • Services-prepackaged software
EXHIBIT 10.9 PRIMUS COMMUNICATIONS CORPORATION SOFTWARE LICENSE AGREEMENT This Agreement is made by and between Primus Communications Corporation ("Primus"), a Washington corporation, and Licensee (as defined below) and is dated as of the date set...Software License Agreement • April 30th, 1999 • Primus Knowledge Solutions Inc • California
DATED AS OFRegistration Rights Agreement • March 23rd, 2000 • Primus Knowledge Solutions Inc • Services-prepackaged software • Washington
EXHIBIT 10.8 VERSANT OBJECT TECHNOLOGY CORPORATION AMENDED AND RESTATED VALUE ADDED RESELLER LICENSE AGREEMENT This Value Added Reseller License Agreement (the "Agreement") is entered into in Fremont, California on 12/31/97 (the "Effective Date")...Value Added Reseller License Agreement • April 30th, 1999 • Primus Knowledge Solutions Inc • California
LOAN AGREEMENTLoan Agreement • August 14th, 2001 • Primus Knowledge Solutions Inc • Services-prepackaged software • Washington
EXHIBIT 10.5 PRIMUS COMMUNICATIONS CORPORATION EXCLUSIVE DISTRIBUTION LICENSE AGREEMENT This Exclusive Distribution License Agreement ("Agreement") is dated as of September 26, 1997, and is made between Primus Communications Corporation, a Washington,...Exclusive Distribution License Agreement • June 25th, 1999 • Primus Knowledge Solutions Inc • Services-prepackaged software • Washington
EXHIBIT 10.17 PRIMUS KNOWLEDGE SOLUTIONS, INC. Amended and Restated Software Marketing and Distribution Agreement Primus Contract ID: SMDA4783 This Agreement ("Agreement") is made between Primus Knowledge Solutions, Inc. ("Primus"), 1601 Fifth Avenue,...Software Marketing and Distribution Agreement • May 11th, 2000 • Primus Knowledge Solutions Inc • Services-prepackaged software • Washington
Exhibit 10.13 PRIMUS COMMUNICATIONS CORPORATION SUPPORT AND MAINTENANCE AGREEMENTSupport and Maintenance Agreement • April 30th, 1999 • Primus Knowledge Solutions Inc • California
AGREEMENT AND PLAN OF MERGER BY AND AMONG ART TECHNOLOGY GROUP, INC., AUTOBAHN ACQUISITION, INC. AND PRIMUS KNOWLEDGE SOLUTIONS, INC.Merger Agreement • August 18th, 2004 • Primus Knowledge Solutions Inc • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 10, 2004, among Art Technology Group, Inc., a Delaware corporation (“Parent”), Autobahn Acquisition, Inc., a Washington corporation and a wholly owned first-tier subsidiary of Parent (“Merger Sub”), and Primus Knowledge Solutions, Inc., a Washington corporation (the “Company”).
This Change of Control Agreement (this "Agreement"), dated as of , 1999, is between PRIMUS KNOWLEDGE SOLUTIONS, INC., a Washington -------------- corporation (the "Company"), and (the "Employee"). ----------------- RECITALChange of Control Agreement • April 30th, 1999 • Primus Knowledge Solutions Inc
EXHIBIT 10.6 FIRST RIGHT OF REFUSAL This Agreement dated this 26th day of September 1997 is between Primus ---- Communications Corporation ("HQ") and Primus K.K. ("KK"). It is the parties' intent to enter into a long term exclusive distribution...First Right of Refusal Agreement • April 30th, 1999 • Primus Knowledge Solutions Inc • Washington
LEASE AMENDMENT VLease Agreement • March 27th, 2003 • Primus Knowledge Solutions Inc • Services-prepackaged software
The parties to this Amendment are Westlake Center Associates Limited Partnership, a Washington limited partnership, hereinafter called “Lessor”, and PRIMUS KNOWLEDGE SOLUTIONS, INC. formerly doing business as PRIMUS COMMUNICATIONS, formerly known as SYMBOLOGIC CORPORATION hereinafter called “Lessee.”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 24th, 2003 • Primus Knowledge Solutions Inc • Services-prepackaged software • Delaware
SHARE PURCHASE AGREEMENT, DATED AS OF December 22, 2003 (this “Agreement“), by and among Primus Knowledge Solutions, Inc., a Washington corporation (“Parent“), Amacis Group Limited, a corporation organized under the Companies (Tables A to F) Regulations (Northern Ireland) (Number NI 45134) (“Company“), each of the holders of shares in the share capital of Company (the “Shareholders”) and, solely for purposes of Article VII, Bryan Keating, as the agent for the Shareholders (“Holders’ Representative”).
RECITALChange of Control Agreement • June 7th, 1999 • Primus Knowledge Solutions Inc • Services-prepackaged software
PRIMUS KNOWLEDGE SOLUTIONS, INC. KEY EMPLOYEE NON-COMPETITION AND NON- SOLICITATION AGREEMENTKey Employee Non-Competition and Non-Solicitation Agreement • March 26th, 2004 • Primus Knowledge Solutions Inc • Services-prepackaged software • Washington
This Key Executive Non-Competition and Non-Solicitation Agreement (“Agreement”) is dated as of November 13, 2003, and is made between Primus Knowledge Solutions, Inc., a Washington corporation, and all of its now existing and future acquired affiliates, including wholly owned subsidiaries (“Primus”), and Michael A. Brochu (“Executive”).
AGREEMENT AND PLAN OF REORGANIZATION by and among PRIMUS KNOWLEDGE SOLUTIONS, INC., BROAD DAYLIGHT, INC., Q MERGER CORP. and solely for purposes of Article VII HEIDI ROIZEN, as Holders’ Representative Dated as of August 11, 2003Agreement and Plan of Reorganization • August 14th, 2003 • Primus Knowledge Solutions Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF August 11, 2003 (this “Agreement”), by and among Primus Knowledge Solutions, Inc., a Washington corporation (“Parent”), Q Merger Corp., a wholly-owned Delaware subsidiary of Parent (“Sub“), Broad Daylight, Inc., a Delaware corporation (“Company”), and, solely for purposes of Article VII, Heidi Roizen as the agent for the Share Recipients (as defined below) (“Holders’ Representative”).
VOTING AGREEMENTVoting Agreement • August 18th, 2004 • Primus Knowledge Solutions Inc • Services-prepackaged software • Washington
This Voting Agreement (the “Agreement”) is made and entered into as of August 10, 2004, between Art Technology, Inc., a Delaware corporation (“Parent”), and the undersigned shareholder (“Shareholder”) of Primus Knowledge Solutions, Inc., a Washington corporation (the “Company”).
Re: Addendum Two to Amended and Restated Distribution Agreement (“Distribution Agreement”), effective March 31, 2000, as amended, between Primus Knowledge Solutions, Inc. (“Primus”) and Primus Knowledge Solutions, KK. (“Distributor”)Distribution Agreement • November 7th, 2002 • Primus Knowledge Solutions Inc • Services-prepackaged software
We have recently discussed a number of issues with respect to our Agreement. This Addendum Two will clarify and memorialize our agreement on these points. Except as otherwise expressly defined in this Amendment, capitalized terms shall have the meanings ascribed to them in the Distribution Agreement.
Re: Addendum Five to Amended and Restated Distribution Agreement (“Distribution Agreement”), effective March 31, 2000, as amended, between Primus Knowledge Solutions, Inc. (“Primus”) and Primus Knowledge Solutions, KK. (“Distributor”)Distribution Agreement • November 14th, 2003 • Primus Knowledge Solutions Inc • Services-prepackaged software
We have recently discussed a number of issues with respect to our Agreement. This Addendum Five will clarify and memorialize our agreement on these points. Except as otherwise expressly defined in this Amendment, capitalized terms shall have the meanings ascribed to them in the Distribution Agreement.
EXHIBIT 10.23 November 7, 2001 Primus Knowledge Solutions, KK Ebisu Prime Sq. Tower 1-1-39 Hiroo, Shibuya-ku Tokyo, Japan 150 Re: Addendum One to Amended and Restated Distribution Agreement -----------------------------------------------------------...Distribution Agreement • March 20th, 2002 • Primus Knowledge Solutions Inc • Services-prepackaged software
AGREEMENTStock Option Purchase Agreement • March 26th, 2004 • Primus Knowledge Solutions Inc • Services-prepackaged software • Washington
THIS AGREEMENT (“Agreement”) is made and entered into as of the 31st day of October, 2003, between PRIMUS KNOWLEDGE SOLUTIONS, INC., a Washington corporation (“Primus”) and MICHAEL BROCHU (“Executive”).
May 1, 2003 Primus Knowledge Solutions, KK Ebisu Prime Sq. TowerDistribution Agreement • November 14th, 2003 • Primus Knowledge Solutions Inc • Services-prepackaged software
Re: Addendum Three to Amended and Restated Distribution Agreement (“Distribution Agreement”), effective March 31, 2000, as amended, between Primus Knowledge Solutions, Inc. (“Primus”) and Primus Knowledge Solutions, KK (“Distributor”)Distribution Agreement • March 27th, 2003 • Primus Knowledge Solutions Inc • Services-prepackaged software
We have recently discussed a number of issues with respect to our Agreement. This Addendum Three will clarify and memorialize our agreement on these points. Except as otherwise expressly defined in this Amendment, capitalized terms shall have the meanings ascribed to them in the Distribution Agreement.
FIRST AMENDMENT TO JOINT VENTURE AGREEMENTJoint Venture Agreement • April 30th, 1999 • Primus Knowledge Solutions Inc
EXHIBIT 10.3 This JOINT VENTURE AGREEMENT is entered into as of the 16 day of November 1995, between Trans Cosmos K.K., a Japanese corporation (hereinafter referred to as "TCI"), and Primus Communications Corporation, a Washington corporation...Joint Venture Agreement • April 30th, 1999 • Primus Knowledge Solutions Inc • Tokyo
