EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • December 9th, 2004 • Selectica Inc • Services-prepackaged software • Delaware
1 EXHIBIT 10.22 SELECTICA, INC. STOCK PURCHASE AGREEMENT FEBRUARY 14, 2000 TABLE OF CONTENTSStock Purchase Agreement • February 22nd, 2000 • Selectica Inc • Services-prepackaged software • California
EXHIBIT 10.1 SETTLEMENT AGREEMENT AND GENERAL RELEASE This SETTLEMENT AGREEMENT AND GENERAL RELEASE of claims ("Agreement") is entered into by and between Selectica, Inc. (the "Company") and David Choi ("Choi"). W I T N E S S E T H: WHEREAS, Choi was...Settlement Agreement • November 12th, 2003 • Selectica Inc • Services-prepackaged software • California
1 EXHIBIT 99.1 FORM OF WRITTEN COMPENSATION AGREEMENT SELECTICA, INC. 1996 STOCK PLAN NOTICE OF STOCK OPTION GRANT You have been granted the following option to purchase Common Stock of Selectica, Inc. (the "Company"):Stock Option Agreement • March 16th, 2000 • Selectica Inc • Services-prepackaged software • California
andRights Agreement • February 6th, 2003 • Selectica Inc • Services-prepackaged software • Delaware
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of January 1, 2003, by and between STEPHEN BENNION (the "Employee") and SELECTICA, INC., a Delaware corporation (the "Company"). 1. DUTIES AND SCOPE OF EMPLOYMENT. (a) POSITION. For...Employment Agreement • February 14th, 2003 • Selectica Inc • Services-prepackaged software • California
1 EXHIBIT 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Warrant Agreement • December 10th, 1999 • Selectica Inc • California
1 EXHIBIT 1.1 _________ SHARES SELECTICA, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2000 • Selectica Inc • Services-prepackaged software • New York
1 EXHIBIT 4.3 SELECTICA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 10th, 1999 • Selectica Inc • California
WARRANT TO PURCHASE COMMON STOCK OF SELECTICA, INC.Warrant Agreement • February 1st, 2000 • Selectica Inc • Services-prepackaged software • California
1 Exhibit 1.1 4,000,000 Shares SELECTICA, INC. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2000 • Selectica Inc • Services-prepackaged software • New York
EXHIBIT 10.33 EMPLOYMENT AGREEMENT This Agreement is entered into as of October 1, 2004, by and between VINCENT G. OSTROSKY (the "Employee") and SELECTICA, INC., a Delaware corporation (the "Company"). 1. DUTIES AND SCOPE OF EMPLOYMENT. (a) POSITION....Employment Agreement • October 21st, 2004 • Selectica Inc • Services-prepackaged software • California
EXHIBIT 10.29 ADDENDUM TO PROFESSIONAL SERVICES AGREEMENT This Addendum to the foregoing Professional Services Agreement, dated June 28th, 2002, (the "Agreement") is hereby made and entered into this 27th day of August, 2002 by and between General...Professional Services Agreement • June 30th, 2003 • Selectica Inc • Services-prepackaged software
1 EXHIBIT 10.20 SELECTICA, INC. STOCK PURCHASE AGREEMENT JANUARY 31, 2000 2 TABLE OF CONTENTSStock Purchase Agreement • February 22nd, 2000 • Selectica Inc • Services-prepackaged software • California
ARTICLE II REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERVoting Agreement • December 9th, 2004 • Selectica Inc • Services-prepackaged software • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2015 • Selectica Inc • Services-prepackaged software • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 6th day of February, 2015 by and among Selectica, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
WARRANT TO PURCHASE COMMON STOCK OF SELECTICA, INC.Warrant Agreement • June 30th, 2003 • Selectica Inc • Services-prepackaged software • California
PURCHASE AGREEMENTPurchase Agreement • February 9th, 2015 • Selectica Inc • Services-prepackaged software • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 6th day of February, 2015 by and among Selectica, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
SELECTICA, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 29th, 2015 • Selectica Inc • Services-prepackaged software • California
Selectica, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Selectica, Inc. 2015 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”), (b) acc
SELECTICA, INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • June 29th, 2015 • Selectica Inc • Services-prepackaged software • California
Selectica, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the Selectica, Inc. 2015 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award subject to all
SELECTICA, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 29th, 2015 • Selectica Inc • Services-prepackaged software • California
Selectica, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Selectica, Inc. 2015 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Gran
SEVERANCE AGREEMENTSeverance Agreement • October 9th, 2015 • Selectica Inc • Services-prepackaged software • California
THIS SEVERANCE AGREEMENT (this “Agreement”) is entered into as of October 7, 2015 by and between JOHN NOLAN (the “Employee”) and SELECTICA, INC., a Delaware corporation (the “Company”).
THIRD AMENDED AND RESTATED LIMITED GUARANTY as of June 14, 2018Limited Guaranty • June 20th, 2018 • Determine, Inc. • Services-prepackaged software • California
RECITALMajor Account License Agreement • June 30th, 2003 • Selectica Inc • Services-prepackaged software
WITNESSETH:Lease Agreement • February 1st, 2000 • Selectica Inc • Services-prepackaged software
SELECTICA, INC. and COMPUTERSHARE INVESTOR SERVICES, LLC, as Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of January 2, 2009Rights Agreement • January 5th, 2009 • Selectica Inc • Services-prepackaged software • Delaware
This Amended and Restated Rights Agreement, dated as of January 2, 2009 (“Agreement”), between Selectica, Inc., a Delaware corporation (the “Company”), and Computershare Investor Services, LLC, as Rights Agent (the “Rights Agent”), amends and restates that certain Rights Agreement, dated February 4, 2003, between the Company and the Rights Agent, as amended on November 17, 2008 and December 31, 2008 (the “Original Agreement”).
SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • December 30th, 2016 • Determine, Inc. • Services-prepackaged software • California
This SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENT, dated as of December 27, 2016 (this “Agreement”), is between each of the undersigned creditors (each, a “Creditor” and, collectively, “Creditors”), and WESTERN ALLIANCE BANK, an Arizona corporation, as successor in interest to Bridge Bank, National Association (“Lender”), with reference to the following facts:
VOTING AGREEMENTVoting Agreement • February 9th, 2015 • Selectica Inc • Services-prepackaged software • New York
VOTING AGREEMENT, dated as of February 6, 2015 (the “Agreement”), among Selectica, Inc., a Delaware corporation (the “Company”), the persons and entities set forth on the signature page hereto (together with any transferees who become parties hereto pursuant to Section 1.2, the “Stockholder”) and the investors listed on the signature pages hereto (the “Investors”).
JUNIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTJunior Secured Convertible Note Purchase Agreement • December 30th, 2016 • Determine, Inc. • Services-prepackaged software • New York
This Junior Secured Convertible Note Purchase Agreement (the “Agreement”) is made as of December 27, 2016, by and among Determine, Inc., a Delaware corporation (the “Company”) and the persons or entities set forth on the Schedule of Purchasers attached to this Agreement as Schedule I (each a “Purchaser” and, collectively, the “Purchasers”).
ContractSubordination Agreement • December 30th, 2016 • Determine, Inc. • Services-prepackaged software • New York
THIS INSTRUMENT AND THE OBLIGATIONS EVIDENCED HEREBY ARE EXPRESSLY SUBORDINATED PURSUANT TO THAT CERTAIN SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 27, 2016 (THE “SUBORDINATION AGREEMENT”), AMONG THE HOLDER OF THIS INSTRUMENT, THE MAKER OF THIS INSTRUMENT, AND WESTERN ALLIANCE BANK, AS SUCCESSOR IN INTEREST TO BRIDGE BANK, NATIONAL ASSOCIATION. EACH SUCCESSIVE HOLDER OF THIS INSTRUMENT OR ANY PORTION HEREOF, OR OF ANY RIGHTS OBTAINED HEREUNDER, BY ITS ACCEPTANCE HEREOF OR THEREOF, AGREES (1) TO BE BOUND BY THE TERMS OF THE SUBORDINATION AGREEMENT, AND (2) THAT IF ANY CONFLICT EXISTS BETWEEN THE TERMS OF THIS INSTRUMENT OR ANY DOCUMENT EXECUTED IN CONNECTION WITH THE DELIVERY OF THIS INSTRUMENT AND THE TERMS OF THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN AND BE CONTROLLING.
1 EXHIBIT 10.6 LEASE AGREEMENTLease Agreement • December 10th, 1999 • Selectica Inc
SUBSCRIPTION AGREEMENTSubscription Agreement • February 9th, 2015 • Selectica Inc • Services-prepackaged software • New York
THIS SUBSCRIPTION AGREEMENT (“Agreement”) is made as of the 6th day of February, 2015 by and among Selectica, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 7th, 2009 • Selectica Inc • Services-prepackaged software
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of March 31, 2009, by and between DAX Partners, LP, a limited partnership organized under the laws of the Cayman Islands (the “Purchaser”), and Selectica, Inc., a Delaware corporation (the “Seller”). Certain other capitalized terms used in this Agreement are defined in Exhibit A hereto.
ContractSubordination Agreement • December 28th, 2018 • Determine, Inc. • Services-prepackaged software • New York
THIS INSTRUMENT AND THE OBLIGATIONS EVIDENCED HEREBY ARE EXPRESSLY SUBORDINATED PURSUANT TO THAT CERTAIN SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 27, 2016 (THE “SUBORDINATION AGREEMENT”), AMONG THE HOLDER OF THIS INSTRUMENT, THE MAKER OF THIS INSTRUMENT, AND WESTERN ALLIANCE BANK, AS SUCCESSOR IN INTEREST TO BRIDGE BANK, NATIONAL ASSOCIATION. EACH SUCCESSIVE HOLDER OF THIS INSTRUMENT OR ANY PORTION HEREOF, OR OF ANY RIGHTS OBTAINED HEREUNDER, BY ITS ACCEPTANCE HEREOF OR THEREOF, AGREES (1) TO BE BOUND BY THE TERMS OF THE SUBORDINATION AGREEMENT, AND (2) THAT IF ANY CONFLICT EXISTS BETWEEN THE TERMS OF THIS INSTRUMENT OR ANY DOCUMENT EXECUTED IN CONNECTION WITH THE DELIVERY OF THIS INSTRUMENT AND THE TERMS OF THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN AND BE CONTROLLING.
Employment AgreementEmployment Agreement • June 10th, 2008 • Selectica Inc • Services-prepackaged software • California
This Agreement is entered into as of August 21, 2007, by and between Robert Jurkowski (the “Employee”) and Selectica, Inc., a Delaware corporation (the “Company”).
