EXHIBIT 10.13(a) LOAN AND SECURITY AGREEMENT PREVIEW SYSTEMS, INC. TABLE OF CONTENTSLoan and Security Agreement • September 16th, 1999 • Preview Systems Inc
RECITALSLease Agreement • September 16th, 1999 • Preview Systems Inc
EXHIBIT 1.1 Underwriting Agreement October ___, 1999 BancBoston Robertson Stephens Inc. Dain Rauscher Wessels SoundView Technology Group, Inc. E*OFFERING Corp. As Representatives of the several Underwriters c/o BancBoston Robertson Stephens Inc. 555...Underwriting Agreement • October 29th, 1999 • Preview Systems Inc • Services-business services, nec • New York
EXHIBIT 10.8 PREVIEW SYSTEMS, INC. --------------------- THIRD AMENDED AND RESTATED RIGHTS AGREEMENT -------------------------------------------Rights Agreement • December 3rd, 1999 • Preview Systems Inc • Services-business services, nec • California
LESSOR: LESSEE:Lease • September 16th, 1999 • Preview Systems Inc
AGREEMENT ---------Indemnification Agreement • September 16th, 1999 • Preview Systems Inc • Delaware
This Pledge Agreement (the "Agreement") is made as of September 14, 1998 by --------- and between Vincent Pluvinage, ("Pledgor") and Preview Systems, Inc. (the ------- "Company"). ------- BACKGROUNDPledge Agreement • September 16th, 1999 • Preview Systems Inc • California
i) Notice of Proposed Transfer. The Holder of the Shares --------------------------- shall deliver to the Company a written notice (the "Notice") stating: (A) the ------ Holder's bona fide intention to sell or otherwise transfer such Shares; (B) the...Common Stock Purchase Agreement • September 16th, 1999 • Preview Systems Inc • California
EXHIBIT 10.14 ------------- ZipLock ESD System License Agreement DATED: June 30, 1999 ("Effective Date")License Agreement • November 16th, 1999 • Preview Systems Inc • Services-business services, nec • California
1000 BROADWAY BUILDING FIRST LEASE AMENDMENTLease Amendment • September 16th, 1999 • Preview Systems Inc
EXHIBIT 10.11(a) ONE THOUSAND BROADWAY BUILDING LIMITED PARTNERSHIP LEASE AGREEMENT TERMS AND CONDITIONS -------------------- SECTION 1. DEMISE AND RENT ---------- --------------- 1.1 Demise: Landlord hereby leases to Tenant and Tenant hereby leases...Lease Agreement • September 16th, 1999 • Preview Systems Inc • Oregon
PREVIEW SYSTEMS, INC. AMENDMENT TO SECOND AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • October 29th, 1999 • Preview Systems Inc • Services-business services, nec
b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase from the Company at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series D Preferred Stock set...Series D Preferred Stock Purchase Agreement • September 16th, 1999 • Preview Systems Inc • California
EXHIBIT 10.12(a) STANDARD OFFICE LEASE-GROSS 1. Basic Lease Provisions ("Basic Lease Provisions") 1.1 Parties: This Lease, dated, for reference purposes only, September 5, 1997, is made by and between South Bay/Copley Joint Venture, a California...Standard Office Lease • September 16th, 1999 • Preview Systems Inc
SECTION 1Rights Agreement • October 29th, 1999 • Preview Systems Inc • Services-business services, nec • California
b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase from the Company at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series F Preferred Stock set...Series F Preferred Stock Purchase Agreement • September 16th, 1999 • Preview Systems Inc • California
b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase from the Company at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series G Preferred Stock set...Series G Preferred Stock Purchase Agreement • September 16th, 1999 • Preview Systems Inc • California
RECITALSLicense Agreement • December 6th, 1999 • Preview Systems Inc • Services-business services, nec • California
EXHIBIT 10.13(b) LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of July 1, 1999, by and between Preview Systems, Inc. ("Borrower") and Silicon Valley Bank ("Bank"). 1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other...Loan Modification Agreement • September 16th, 1999 • Preview Systems Inc
LOAN AND SECURITY AGREEMENT PREVIEW SYSTEMS, INC.Loan and Security Agreement • August 14th, 2000 • Preview Systems Inc • Services-business services, nec • Delaware
This LOAN AND SECURITY AGREEMENT (this "Agreement") dated August 4, 2000, between SILICON VALLEY BANK, a California-chartered bank ("Bank") with its principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 11000 SW Stratus, Suite 170, Beaverton, OR 97008 and Preview Systems, Inc., a Delaware corporation ("Borrower") with its principal place of business located at 1195 West Fremont Boulevard, Number 2001, Sunnyvale, California 94087, provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
PREVIEW SYSTEMS, INC. OFFICER RETENTION, SEVERANCE, AND ACCELERATED VESTING AGREEMENTOfficer Retention, Severance, and Accelerated Vesting Agreement • May 14th, 2001 • Preview Systems Inc • Services-business services, nec
Preview Systems wishes to provide you with an incentive to continue in the service of the Company through certain potential transactions and for a reasonable period of time thereafter. If you wish to receive the Retention Bonus and Severance Agreement, please sign the bottom of this letter indicating your acknowledgement and agreement to the terms described in this letter, and return it to HR no later than 5:00 p.m. on March , 2001.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 19th, 2001 • Preview Systems Inc • Services-business services, nec
This Amendment No. 1 ("Amendment") to the Asset Purchase Agreement dated as of May 17, 2001 (the "APA"), by and between Preview Systems, Inc., a Delaware corporation ("Seller") and Aladdin Knowledge Systems, Ltd., an Israeli corporation ("Buyer"), is entered into as of July 17, 2001.
QuickLinks -- Click here to rapidly navigate through this documentSeverance Agreement • April 2nd, 2001 • Preview Systems Inc • Services-business services, nec
Preview Systems, Inc. has determined that it is necessary to eliminate your position while the Company determines its future focus. This Letter Agreement will define our understanding and agreement regarding the terms of the termination of your employment relationship with the Company. The Company is offering certain benefits to you to assist you during your search for new employment and in consideration for your release of claims with respect to the Company. Should you decide to accept the benefits offered in this Letter Agreement as consideration for your release of claims, you must sign and return this Letter Agreement within the time specified below. By your signature below, you acknowledge and agree with the following:
SUBLEASESublease • October 29th, 1999 • Preview Systems Inc • Services-business services, nec
Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.19 PARTIAL LEASE TERMINATION AGREEMENT II This Partial Lease Termination Agreement II is made and entered into as of...Partial Lease Termination Agreement • March 30th, 2000 • Preview Systems Inc • Services-business services, nec
ASSET PURCHASE AGREEMENT Dated as of May 17, 2001 By and between PREVIEW SYSTEMS, INC. And ALADDIN KNOWLEDGE SYSTEMS, LTD.Asset Purchase Agreement • May 25th, 2001 • Preview Systems Inc • Services-business services, nec • Delaware
This Asset Purchase Agreement (this "Agreement") is made and entered into as of May 17, 2001, by and between PREVIEW SYSTEMS, INC., a Delaware corporation ("Seller"), and ALADDIN KNOWLEDGE SYSTEMS, LTD., an Israeli corporation. ("Buyer").
PREVIEW SYSTEMS, INC. OFFICER RETENTION, SEVERANCE, AND ACCELERATED VESTING AGREEMENTOfficer Retention, Severance, and Accelerated Vesting Agreement • August 13th, 2001 • Preview Systems Inc • Services-business services, nec
Preview Systems wishes to provide you with an incentive to continue in the service of the Company through certain potential transactions and for a reasonable period of time thereafter. If you wish to receive the benefits of the Retention Bonus, Severance and Accelerated Vesting Agreement, please sign the bottom of this letter indicating your acknowledgement and agreement to the terms described in this letter, and return it to HR no later than 5:00 p.m. on April 17, 2001.
AGREEMENTLicense Agreement • April 2nd, 2001 • Preview Systems Inc • Services-business services, nec
This Agreement ("Agreement") is entered into effective as of December 15, 2000 (the "Effective Date") by and between Preview Systems, Inc., with an office at 1195 W. Fremont Ave., Suite 2001, Sunnyvale, CA 94087 ("PSI") and Sony Marketing (Japan), Inc., with an office at 4-10-18 Tanakawa, Minato-ku, Tokyo, 108-0074, Japan ("SMOJ").
PREVIEW SYSTEMS, INC. OFFICER RETENTION, SEVERANCE, OPTIONS GRANT, AND ACCELERATED VESTING AGREEMENTOfficer Retention, Severance, Options Grant, and Accelerated Vesting Agreement • August 13th, 2001 • Preview Systems Inc • Services-business services, nec
Preview Systems wishes to provide you with an incentive to continue in the service of the Company through certain potential transactions and for a reasonable period of time thereafter. If you wish to receive the benefits of the Retention Bonus, Severance and Accelerated Vesting Agreement, please sign the bottom of this letter indicating your acknowledgement and agreement to the terms described in this letter, and return it to HR no later than 5:00 p.m. on April 10, 2001.
THIRD AMENDMENT TO ONE THOUSAND BROADWAY BUILDING LEASE AGREEMENT By and Between One Thousand Broadway Building Limited Partnership AndOne Thousand Broadway Building Lease Agreement • April 2nd, 2001 • Preview Systems Inc • Services-business services, nec
This Third Amendment is entered into and executed by ONE THOUSAND BROADWAY BUILDING LIMITED PARTNERSHIP ("Landlord"), and PREVIEW SYSTEMS, INC. a Delaware Corporation ("Tenant").
PREVIEW SYSTEMS, INC. OFFICER RETENTION, SEVERANCE, AND ACCELERATED VESTING AGREEMENTOfficer Retention, Severance, and Accelerated Vesting Agreement • August 13th, 2001 • Preview Systems Inc • Services-business services, nec
Preview Systems wishes to provide you with an incentive to continue in the service of the Company through certain potential transactions and for a reasonable period of time thereafter. If you wish to receive the benefits of the Retention Bonus, Severance and Accelerated Vesting Agreement, please sign the bottom of this letter indicating your acknowledgement and agreement to the terms described in this letter, and return it to HR no later than 5:00 p.m. on April 24, 2001.
ARTICLE IAgreement and Plan of Reorganization • September 16th, 1999 • Preview Systems Inc • California
RecitalsSub-Sublease • March 30th, 2000 • Preview Systems Inc • Services-business services, nec • California
PREVIEW SYSTEMS, INC. OFFICER RETENTION, SEVERANCE, AND ACCELERATED VESTING AGREEMENTOfficer Retention, Severance, and Accelerated Vesting Agreement • August 13th, 2001 • Preview Systems Inc • Services-business services, nec
Preview Systems wishes to provide you with an incentive to continue in the service of the Company through certain potential transactions and for a reasonable period of time thereafter. If you wish to receive the benefits of the Retention Bonus, Severance and Accelerated Vesting Agreement, please sign the bottom of this letter indicating your acknowledgement and agreement to the terms described in this letter, and return it to HR no later than 5:00 p.m. on April 13, 2001.
Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.18 PARTIAL LEASE TERMINATION AGREEMENT This Partial Lease Termination Agreement is made and entered into as of...Partial Lease Termination Agreement • March 30th, 2000 • Preview Systems Inc • Services-business services, nec
