ARTICLE IIII REPRESENTATIONS AND WARRANTIES OF THE COMPANYMerger Agreement • February 28th, 2000 • Net Perceptions Inc • Services-prepackaged software • Delaware
RIGHTS AGREEMENTRights Agreement • June 6th, 2001 • Net Perceptions Inc • Services-prepackaged software • Delaware
1. 2 Company pursuant to Rule 462(b) under the Securities Act is called the "Rule 462(b) Registration Statement," and from and after the date and time of filing of the Rule 462(b) Registration Statement the term "Registration Statement" shall include...Underwriting Agreement • March 23rd, 2000 • Net Perceptions Inc • Services-prepackaged software • New York
STANDARD LEASE AGREEMENT THIS LEASE, made this 12th day of November, 1998, by and between THE PROTECTIVE GROUP, INC., hereinafter referred to as "Landlord," and NET PERCEPTIONS, INC., hereinafter referred to as "Tenant." WITNESSETH: In consideration...Lease Agreement • February 5th, 1999 • Net Perceptions Inc • Minnesota
AMENDED AND RESTATEDInvestors' Rights Agreement • February 5th, 1999 • Net Perceptions Inc • California
NET PERCEPTIONS, INC.Registration Rights Agreement • February 28th, 2000 • Net Perceptions Inc • Services-prepackaged software • Delaware
1 EXHIBIT 10.1 OFFICE LEASE AGREEMENT DATE: APRIL 5, 2000 BETWEEN: DRF HOLDINGS LLC (address) c/o Frauenshuh Companies 7101 West 78th Street, Suite 100 Bloomington, MN 55439 ("Landlord")Office Lease Agreement • May 15th, 2000 • Net Perceptions Inc • Services-prepackaged software • Minnesota
LICENSE AGREEMENTLicense Agreement • April 20th, 1999 • Net Perceptions Inc • Services-prepackaged software • Minnesota
LOGO] MASTER PURCHASE AGREEMENTMaster Purchase Agreement • February 5th, 1999 • Net Perceptions Inc • Minnesota
INDEMNIFICATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of ___________, 1999 between Net Perceptions, Inc., a Delaware corporation ("the Company"), and _____________________ ("Indemnitee"). WITNESSETH THAT: WHEREAS,...Indemnification Agreement • March 24th, 1999 • Net Perceptions Inc • Services-prepackaged software • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2004 • Net Perceptions Inc • Services-prepackaged software • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 21, 2004, among Net Perceptions, Inc., a Delaware corporation (the “Company”), and Olden Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2006 • Net Perceptions Inc • Services-prepackaged software • Delaware
EMPLOYMENT AGREEMENT (the "Agreement"), dated as of December 1, 2006 (the “Commencement Date”) between Net Perceptions, Inc., a Delaware corporation, (the “Company") and Jonathan LaBarre (the "Employee").
NET PERCEPTIONS, INC. STOCK OPTION AGREEMENTStock Option Agreement • November 9th, 2005 • Net Perceptions Inc • Services-prepackaged software • Delaware
STOCK OPTION AGREEMENT (the “Agreement”) made as of this «numberdate» day of «month», «year», by and between Net Perceptions, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (the “Company”), and «FirstName»«LastName», an individual residing in «citystate» (the “Optionee”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Net Perceptions, Inc. 1999 Equity Incentive Plan.
STANFORD INDUSTRIAL GROUP, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 17th, 2008 • Stamford Industrial Group, Inc. • Metal forgings & stampings • Delaware
STOCK OPTION AGREEMENT (the “Agreement”) made as of this <<NUMBERDATE>> day of <<MONTH>>, <<YEAR>>, by and between Stanford Industrial Group, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (the “Company”), and <<FIRSTNAME>> <<LASTNAME>>, an individual residing in <<citystate>> (the “Optionee”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company's 2007 Stock Incentive Plan.
AMENDMENTLicense Agreement • April 20th, 1999 • Net Perceptions Inc • Services-prepackaged software
NET PERCEPTIONS, INC. RESTRICTED STOCK AWARD AGREEMENT NICHOLAS SOKOLOWRestricted Stock Award Agreement • September 28th, 2006 • Net Perceptions Inc • Services-prepackaged software • Delaware
RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") made as of this 22nd day of September, 2006, by and between Net Perceptions, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901(the "Company"), and Nicholas Sokolow, an individual residing c/o Sokolow, Correras & Associates, 55 Avenue Kleber, Paris, France (the "Recipient").
AGREEMENT AMENDMENTOrbix-Registered Trademark- Development and Runtime License Agreement • April 20th, 1999 • Net Perceptions Inc • Services-prepackaged software
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ORBIX-REGISTERED TRADEMARK- DEVELOPMENT AND RUNTIME LICENSE AGREEMENT THE ORBIX-Registered Trademark- DEVELOPMENT AND RUNTIME...Development and Runtime License Agreement • April 20th, 1999 • Net Perceptions Inc • Services-prepackaged software • Massachusetts
Stamford Industrial Group, Inc. One Landmark Square Stamford, Connecticut 06901Employment Agreement • August 28th, 2009 • Stamford Industrial Group, Inc. • Metal forgings & stampings
Reference is made to the Employment Agreement dated as of September 22, 2006, effective as of October 3, 2006, between Stamford Industrial Group, Inc. (the “Company”) and you (the “Original Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Original Agreement.
Net Perceptions, Inc. Lock-Up AgreementLock-Up Agreement • October 17th, 2006 • Net Perceptions Inc • Services-prepackaged software
The undersigned, __________________________, (insert name), a _______________ (insert title) of Net Perceptions, Inc., a Delaware corporation (the “Company”), in recognition of the benefit that this agreement will confer upon the Company, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agrees that, until the third anniversary of the date hereof, the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly or indirectly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within
ESCROW AGREEMENTEscrow Agreement • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software • Delaware
This ESCROW AGREEMENT (this “Agreement”), is made as of the 3rd day of October, 2006, among CRC ACQUISITION CO. LLC, a Delaware Limited Liability Company (“Seller”); SIG Acquisition Corp., a Delaware corporation (“Purchaser”) and THE BANK OF NEW YORK (the “Escrow Agent”, which term shall include any successor escrow agent appointed in accordance with Section 3.6(c) hereof).
CREDIT AGREEMENT among SIG ACQUISITION CORP., as Borrower THE LENDERS PARTY HERETO, as Lenders and LASALLE BANK NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software
The Lenders have agreed to make available to Borrower a term loan, a revolving credit facility (which includes letters of credit and swing line loans) and a capex credit facility upon the terms and conditions set forth herein.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2008 • Stamford Industrial Group, Inc. • Metal forgings & stampings • Delaware
This Indemnification Agreement ("Agreement") is made as of ____, 2008 by and between Stamford Industrial Group, Inc., a Delaware corporation (the "Company"), and ________________________ ("Indemnitee").
FORM OF SWING LINE NOTESwing Line Note • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software
FOR VALUE RECEIVED, the undersigned, SIG ACQUISITION CORP., a Delaware corporation (“Borrower”), promises to pay to the order of LaSalle Bank National Association (“Swing Line Lender”) at the main office of LaSalle Bank National Association, as Administrative Agent, as hereinafter defined, at 135 South LaSalle Street, Chicago, Illinois 60603, the principal sum of
GUARANTY AND COLLATERAL AGREEMENT dated as of October 3, 2006 among NET PERCEPTIONS, INC., SIG ACQUISITION CORP. and THE OTHER PARTIES HERETO, as Grantors, and LASALLE BANK NATIONAL ASSOCIATION, as Administrative AgentGuaranty and Collateral Agreement • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software
This GUARANTY AND COLLATERAL AGREEMENT dated as of October 3, 2006 (this “Agreement”), is entered into among NET PERCEPTIONS, INC., a Delaware corporation (“Parent”), SIG ACQUISITION CORP., a Delaware corporation (“Borrower”), and each other Person signatory hereto as a Grantor (together with Parent, Borrower and any other Person that becomes a party hereto as provided herein, collectively, the “Grantors”) in favor of LASALLE BANK NATIONAL ASSOCIATION, as the administrative agent for the Lenders, as defined in the Credit Agreement (as hereafter defined), party to the Credit Agreement (“Administrative Agent”).
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • February 22nd, 2000 • Net Perceptions Inc • Services-prepackaged software • Delaware
Net Perceptions, Inc. One Landmark Square, 22nd Floor Stamford, CT 06901 Tel. (203) 428.2040Asset Purchase Agreement • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software
ContractConvertible Subordinated Note • May 11th, 2004 • Net Perceptions Inc • Services-prepackaged software • New York
THIS CONVERTIBLE SUBORDINATED NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE SUBORDINATED NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. IN ADDITION, THIS CONVERTIBLE NOTE IS NOT TRANSFERABLE OR ASSIGNABLE EXCEPT AS SPECIFIED IN THE CONVERTIBLE NOTE PURCHASE AGREEMENT REFERRED TO HEREIN.
Resignation and Severance Agreement and General ReleaseResignation and Severance Agreement • December 12th, 2006 • Net Perceptions Inc • Services-prepackaged software • New York
Whereas, Employee is employed by the Company as Chief Administrative Officer of the Company pursuant to an agreement dated as of January 1, 2006, between the Company and the Employee(the "Employment Agreement");
ContractPromissory Note and Security Agreement • December 31st, 2003 • Net Perceptions Inc • Services-prepackaged software
In December 2000, Thomas M. Donnelly, our Chief Operating Officer, Chief Financial Officer and Secretary, entered into a full recourse secured promissory note and security agreement in favor of the Company in connection with a loan from the Company to Mr. Donnelly of up to $300,000 to be made to Mr. Donnelly solely to pay federal income tax owed by Mr. Donnelly as a result of his exercise in March 2000 of an option to purchase shares of Common Stock. In April 2001, $258,000 was loaned to Mr. Donnelly pursuant to the promissory note. The note accrues interest at 8% and is due and payable in 2004. On April 1st of each year, commencing in 2002, that Mr. Donnelly remains continuously employed by the Company, one-third of the original principal and accrued interest is forgiven. If Mr. Donnelly’s employment with the Company is involuntarily terminated (other than termination for cause by the Company) or there is a change in control of the Company, all of the principal and accrued interest ou
STANFORD INDUSTRIAL GROUP, INC. STOCK BONUS AWARD AGREEMENTStock Bonus Award Agreement • March 17th, 2008 • Stamford Industrial Group, Inc. • Metal forgings & stampings • Delaware
STOCK BONUS AWARD AGREEMENT (the “Agreement”) made as of this <<NUMBERDATE>> day of <<MONTH>>, <<YEAR>>, by and between Stamford Industrial Group, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (the “Company”), and <<FIRSTNAME>> <<LASTNAME>>, an individual residing in <<CITYSTATE>> (the “Employee”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company's 2007 Stock Incentive Plan.
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. NEURAL APPLICATIONS CORPORATION SOFTWARE TECHNOLOGY LICENSE AGREEMENT -----------------------------...Software Technology License Agreement • February 5th, 1999 • Net Perceptions Inc • Minnesota
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • September 28th, 2006 • Net Perceptions Inc • Services-prepackaged software • Delaware
This AMENDMENT NO. 3 to RIGHTS AGREEMENT (this “Amendment”) is being entered into as of September 22, 2006, between Net Perceptions, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as rights agent (the “Rights Agent”).
AMENDMENT AND TEMPORARY WAIVER AGREEMENTAmendment and Temporary Waiver Agreement • August 13th, 2009 • Stamford Industrial Group, Inc. • Metal forgings & stampings • New York
CONVERTIBLE NOTE PURCHASE AGREEMENT dated as of April 21, 2004 by and among Net Perceptions, Inc., a Delaware corporation, as Issuer and Seller and Olden Acquisition LLC, as PurchaserConvertible Note Purchase Agreement • May 11th, 2004 • Net Perceptions Inc • Services-prepackaged software • New York
CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) dated as of April 21, 2004, by and among Net Perceptions, Inc., a Delaware corporation (the “Seller”), and Olden Acquisition, LLC, a Delaware limited liability company (the “Purchaser”).
