Exhibit 1.1 Loudcloud, Inc. Common Stock Underwriting Agreement ----------------------Underwriting Agreement • February 16th, 2001 • Loudcloud Inc • Services-business services, nec • New York
RECITALS --------Indemnification Agreement • October 31st, 2000 • Loudcloud Inc • Services-business services, nec • Delaware
LOUDCLOUD, INC.Investor Rights Agreement • September 26th, 2000 • Loudcloud Inc • California
as Issuer andIndenture • September 26th, 2000 • Loudcloud Inc
160,000 Menlo Park, CA ----------------- 5/9/2000 ------------------ FOR VALUE RECEIVED James T. Dimitriou promises to pay to Loudcloud, Inc., ------------------ a Delaware corporation (the "Company"), or order, the principal sum of One Hundred Sixty...Note • May 1st, 2002 • Loudcloud Inc • Services-business services, nec
This Note is subject to the terms of the Restricted Stock Purchase Agreement, dated as of 5/9/00. This Note is secured in part by a ------ pledge of the Company's Common Stock under the terms of a Security Agreement of even date herewith and is subject to all the provisions thereof.
EXHIBIT 10.13 Lease Agreement (NNN R&D Tenant Improvements) Basic Lease Information Lease Date: January 31, 2000 Landlord: Sequoia Del Rey, LLC Landlord's Address: c/o J.P. DINAPOLI COMPANIES, INC. 99 Almaden Boulevard, Suite 565 San Jose, California...Lease Agreement • September 26th, 2000 • Loudcloud Inc • California
EXHIBIT 10.8 WARRANT AGREEMENTWarrant Agreement • September 26th, 2000 • Loudcloud Inc • New York
EXHIBIT 10.9 NOTES REGISTRATION RIGHTS AGREEMENT Dated February 9, 2000Notes Registration Rights Agreement • September 26th, 2000 • Loudcloud Inc • New York
TENDER AND STOCKHOLDER SUPPORT AGREEMENTTender and Stockholder Support Agreement • July 23rd, 2007 • Opsware Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER between HEWLETT-PACKARD COMPANY ("Parent") ORCA ACQUISITION CORPORATION ("Purchaser") and OPSWARE INC. (the "Company") Dated as of July 20, 2007Merger Agreement • July 23rd, 2007 • Opsware Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement"), dated July 20, 2007, between HEWLETT-PACKARD COMPANY, a Delaware corporation ("Parent"), ORCA ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), and OPSWARE INC., a Delaware corporation (the "Company").
OPSWARE INC. AMENDED AND RESTATED 2000 INCENTIVE STOCK PLAN RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • August 3rd, 2007 • Opsware Inc • Services-prepackaged software • California
This Restricted Stock Purchase Agreement (the "Agreement") is made and entered into as of December 21, 2005 (the "Effective Date") by and between Opsware Inc., a Delaware corporation (the "Company"), and the purchaser named below (the "Purchaser"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company's Amended and Restated 2000 Incentive Stock Plan (the "Plan").
Option AgreementOption Agreement • June 24th, 2002 • Loudcloud Inc • Services-business services, nec • New York
Option Agreement (the “Agreement”) dated as of June 12, 2002 between Loudcloud, Inc., a Delaware corporation (“Loudcloud”) and Morgan Stanley & Co. Incorporated, a Delaware corporation (“MS&Co.”).
OPSWARE INC. 2000 INCENTIVE STOCK PLAN STOCK OPTION AGREEMENTStock Option Agreement • August 3rd, 2007 • Opsware Inc • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
AGREEMENT AND PLAN OF REORGANIZATION AMONG OPSWARE INC., STREAM ACQUISITION CORP., CREEKPATH SYSTEMS, INC. AND MARK DAVIS, AS REPRESENTATIVEAgreement and Plan of Reorganization • August 3rd, 2006 • Opsware Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of July 7, 2006 (the “Agreement Date”) by and among Opsware Inc., a Delaware corporation (“Acquiror”), Stream Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub”), CreekPath Systems, Inc, a Delaware corporation (the “Company”), and Mark Davis, as Representative (the “Representative”).
Agreement and Plan of Reorganization Among Opsware Inc., OZ1 Acquisition Corp., OZ2 Acquisition LLC, iConclude Co. andMerger Agreement • May 2nd, 2007 • Opsware Inc • Services-prepackaged software • Delaware
This Agreement and Plan of Reorganization (this “Agreement”) is made and entered into as of March 5, 2007 (the “Agreement Date”) by and among Opsware Inc., a Delaware corporation (“Acquiror”), OZ1 Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub One”), OZ2 Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror (“Merger Sub Two”, and collectively with Merger Sub One, the “Merger Subs”), iConclude Co., a Delaware corporation (the “Company”), Donald Sullivan, as Representative (the “Representative”) and, for purposes of Section 6.1(f) only, each of Sachin Gupta and Jeff Gerber (the “Executives”).
Opsware License AgreementOpsware License Agreement • June 24th, 2002 • Loudcloud Inc • Services-business services, nec • California
This LICENSE AGREEMENT (this “Agreement”) is entered into in connection with, and as of the Closing Date of (“Effective Date”), the Asset Purchase Agreement dated June 14, 2002 by and between Loudcloud, Inc., a Delaware corporation having its principal place of business at 599 North Mathilda Avenue, Sunnyvale, California 94085 (“Loudcloud”), and Electronic Data Systems, a Delaware corporation with principal offices at 5400 Legacy Drive, Mailstop H3-5F-22, Plano, Texas 75024 (“Licensee”).
FIRST AMENDMENT TO LEASELease • December 12th, 2003 • Opsware Inc • Services-business services, nec
THIS FIRST AMENDMENT TO LEASE (“Amendment”) is entered into as of October 31, 2003, by and between Mathilda Development, a California limited partnership (“Landlord”), and Opsware Inc. (formerly Loudcloud, Inc.), a Delaware corporation (“Tenant”), with reference to the following facts:
OPSWARE INC. 2000 INCENTIVE STOCK PLAN STOCK OPTION AGREEMENTStock Option Agreement • August 3rd, 2007 • Opsware Inc • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
CONFIDENTIAL RESIGNATION AGREEMENT AND GENERAL RELEASE OF CLAIMSConfidential Resignation Agreement and General Release of Claims • June 9th, 2004 • Opsware Inc • Services-prepackaged software
OPSWARE INC.Stock Option Agreement • December 12th, 2005 • Opsware Inc • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
AGREEMENT AND PLAN OF REORGANIZATION AMONG OPSWARE INC., RN1 ACQUISITION CORP., RN2 ACQUISITION LLC, RENDITION NETWORKS, INC. AND CAMERON MYHRVOLD, AS REPRESENTATIVEAgreement and Plan of Reorganization • February 8th, 2005 • Opsware Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of December 1, 2004 (the “Agreement Date”) by and among Opsware Inc., a Delaware corporation (“Acquiror”), RN1 Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub One”), RN2 Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror (“Merger Sub Two”, and collectively with Merger Sub One, the “Merger Subs”), Rendition Networks, Inc., a Delaware corporation (the “Company”), and Cameron Myhrvold, as Representative (the “Representative”).
OPSWARE INC. February 28, 2005Merger Agreement • March 3rd, 2005 • Opsware Inc • Services-prepackaged software
As you know, Opsware Inc. (“Opsware”) and Rendition Networks, Inc. (“Rendition”) have entered into an Agreement and Plan of Reorganization, dated December 1, 2004 (the “Merger Agreement”) whereby Opsware acquired Rendition (the “Acquisition”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • September 12th, 2003 • Opsware Inc • Services-business services, nec
THIS SECOND AMENDMENT TO LEASE AGREEMENT (“Amendment”) is entered into as of August 29, 2003, by and between Sequoia Del Rey, LLC, a California limited liability company (“Landlord”), and Opsware Inc. (formerly Loudcloud, Inc.), a Delaware corporation (“Tenant”), with reference to the following facts:
OPSWARE INC. AMENDED AND RESTATED 2000 INCENTIVE STOCK PLAN RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • August 3rd, 2007 • Opsware Inc • Services-prepackaged software • California
This Restricted Stock Purchase Agreement (the "Agreement") is made and entered into as of June 4, 2007 (the "Effective Date") by and between Opsware Inc., a Delaware corporation (the "Company"), and the purchaser named below (the "Purchaser"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company's Amended and Restated 2000 Incentive Stock Plan (the "Plan").
OPSWARE INC. AMENDED AND RESTATED 2000 INCENTIVE STOCK PLAN RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • December 12th, 2005 • Opsware Inc • Services-prepackaged software • California
This Restricted Stock Purchase Agreement (the “Agreement”) is made and entered into as of , 2 (the “Effective Date”) by and between Opsware Inc., a Delaware corporation (the “Company”), and the purchaser named below (the “Purchaser”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s Amended and Restated 2000 Incentive Stock Plan (the “Plan”).
Amendment No. 1 to Agreement and Plan of ReorganizationAgreement and Plan of Reorganization • May 2nd, 2007 • Opsware Inc • Services-prepackaged software
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of April 25, 2007 (the “Amendment Date”) by and among Opsware Inc., a Delaware corporation (“Acquiror”), OZ1 Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub One”), OZ2 Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror (“Merger Sub Two” and collectively with Merger Sub One, the “Merger Subs”), iConclude Co., a Delaware corporation (the “Company”) and Donald Sullivan, as Representative (the “Representative”). Acquiror, the Merger Subs, the Company and the Representative are parties to that certain Agreement and Plan of Reorganization dated as of March 5, 2007 (the “Reorganization Agreement”). All capitalized terms set forth herein shall (unless otherwise defined herein) have the meanings given to them in the Reorganization Agreement.
OPSWARE INC. 2000 INCENTIVE STOCK PLAN STOCK OPTION AGREEMENTStock Option Agreement • August 3rd, 2007 • Opsware Inc • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 8th, 2004 • Opsware Inc • Services-business services, nec
This AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of February 20, 2004, among Opsware Inc., a Delaware corporation (“Parent”), TES Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Tangram Enterprise Solutions, Inc., a Pennsylvania corporation (“Company”).
OPSWARE INC. TRANSITIONAL EMPLOYMENT AND SEPARATION AGREEMENTTransitional Employment and Separation Agreement • September 10th, 2007 • Opsware Inc • Services-prepackaged software • California
This Transitional Employment and Separation Agreement (“Agreement”) is entered into as of June 7, 2007, by and between James E. Adkins (“Employee”) and Opsware Inc. (“Opsware” or the “Company”) (collectively referred to as the “Parties”).
AMENDMENT NUMBER TWO TO OPSWARE LICENSE AGREEMENTOpsware License Agreement • September 9th, 2004 • Opsware Inc • Services-prepackaged software
This Amendment No. 2 (the “Amendment No. 2”) to the Opsware License Agreement between Loudcloud, Inc., a Delaware corporation, with its principal place of business located at 599 N. Mathilda, Sunnyvale, California 94085 (now known as Opsware Inc., hereinafter “Opsware”) and Electronic Data Systems Corporation, a Delaware corporation, with its principal place of business at 5400 Legacy Drive, Mailstop H3-5F-22, Plano, Texas 75024 (“Licensee”) dated June 14, 2002, as amended by Amendment No.1 (the “Agreement”), is effective as of August 15, 2004.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • February 8th, 2005 • Opsware Inc • Services-prepackaged software
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of February 3, 2005 (the “Agreement Date”) by and among Opsware Inc., a Delaware corporation (“Acquiror”), RN1 Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub One”), RN2 Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror (“Merger Sub Two”, and collectively with Merger Sub One, the “Merger Subs”), Rendition Networks, Inc., a Delaware corporation (the “Company”), and Cameron Myhrvold, as Representative (the “Representative”). Acquiror, the Merger Subs, the Company and the Representative are parties to that certain Agreement and Plan of Reorganization dated as of December 1, 2004 (the “Reorganization Agreement”). All capitalized terms set forth herein shall (unless otherwise defined herein) have the meanings given to them in the Reorganization Agreement.
