This Employment Agreement (the "Agreement") is dated as of October 6, 1998, --------- by and between Shai Agassi ("Employee") and TopTier Software, Inc., a Delaware -------- corporation (the "Company"). ------- BACKGROUNDEmployment Agreement • April 5th, 2000 • Top Tier Software Inc • California
THIS STOCKHOLDERS' AGREEMENT (this "Agreement") is made as of October 6, 1998, by and among Top Tier Software Inc., a Delaware corporation (the "Company"), the holder of Series B and Series C Preferred Stock of the Company listed on Exhibit A hereto...Stockholders' Agreement • August 7th, 2000 • Top Tier Software Inc • Services-prepackaged software • California
EXHIBIT 10.28 AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF OCTOBER 6, 1998Agreement and Plan of Reorganization • August 7th, 2000 • Top Tier Software Inc • Services-prepackaged software • California
4,000,000 Shares Top Tier Software, Inc. Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • October 10th, 2000 • Top Tier Software Inc • Services-prepackaged software • New York
EXHIBIT 10.5 LEASE COVERING PREMISES KNOWN AS PARTIES THIS LEASE is made this 19th day of December 1996, by and between State Compensation Insurance Fund, a public enterprise fund, herein called "Landlord" and DATASURF herein called "Tenant"....Lease • April 5th, 2000 • Top Tier Software Inc • California
EXHIBIT 10.11 TOP TIER SOFTWARE, INC. AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • August 7th, 2000 • Top Tier Software Inc • Services-prepackaged software • California
This Employment Agreement (the "Agreement") is dated as of October 6, 1998, --------- by and between DAVID BLUMSTEIN ("Employee") and TopTier Software, Inc., a -------- Delaware corporation (the "Company"). ------- BACKGROUNDEmployment Agreement • April 5th, 2000 • Top Tier Software Inc • California
EXHIBIT 10.4 TOP TIER SOFTWARE, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("AGREEMENT") is effective as of ________, 2000, by and between Top Tier Software, Inc., a Delaware corporation (the "COMPANY" or "TOP TIER"), and...Indemnification Agreement • April 5th, 2000 • Top Tier Software Inc • Delaware
RECITALSReseller Agreement • April 5th, 2000 • Top Tier Software Inc • California
EXHIBIT 10.14 INTERNATIONAL DISTRIBUTOR AGREEMENT THIS INTERNATIONAL DISTRIBUTOR AGREEMENT (the "Agreement") is entered into as of August 22, 1996 ("Effective Date") by and between Top Tier Israel (1992) Ltd., a corporation duly organized and existing...International Distributor Agreement • April 5th, 2000 • Top Tier Software Inc • California
2. Premises. Sublessor hereby subleases to Sublessee and Sublessee hereby subleases Sublessor for the term, at the rental, and upon all of the conditions set forth herein, that certain real property, including all improvements therein, and commonly...Top Tier Software Inc • August 7th, 2000 • Services-prepackaged software
RECITALSOem License Agreement • April 5th, 2000 • Top Tier Software Inc • California
RECITALSInvestors' Rights Agreement • August 7th, 2000 • Top Tier Software Inc • Services-prepackaged software • California
EXHIBIT 10.11 TOPTIER SOFTWARE, INC. VOTING AGREEMENT October 27, 1999 VOTING AGREEMENTVoting Agreement • April 5th, 2000 • Top Tier Software Inc • California
EXHIBIT 10.20 EXHIBIT C --------- PROMISSORY NOTE ---------------Top Tier Software Inc • April 5th, 2000
If the undersigned's employment or consulting relationship with the Company is terminated prior to payment in full of this Note, this Note shall be immediately due and payable.
EXHIBIT 10.6 RENTAL AGREEMENT ---------------- Made and executed in Ra'anana, July 1, 1998 Between: Meir Hakharoshet Investments and Trade Ltd. Private Company 51-163938-7 Of 4 Hakharoshet St., Industrial Zone PO Box 2050, Ra'anana; fax: 09-915529...Rental Agreement • April 5th, 2000 • Top Tier Software Inc
EXHIBIT 10.12 TOP TIER SOFTWARE, INC. ----------------------- 1996 STOCK OPTION PLAN ---------------------- EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT -------------------------------------------------------------Top Tier • April 5th, 2000 • Top Tier Software Inc • California
EXHIBIT C --------- PROMISSORY NOTE ---------------Top Tier Software Inc • April 5th, 2000
For value received, the undersigned promises to pay Top Tier Software, Inc. a Delaware corporation (the "Company"), at its principal office the principal ------- sum of $4,789,169.00 with interest from the date hereof at a rate of 8.5% per annum, compounded semiannually, on the unpaid balance of such principal sum. Such principal and interest shall be due and payable five (5) years after the date hereof.
RECITALSInvestors' Rights Agreement • April 5th, 2000 • Top Tier Software Inc • California
EXHIBIT C ---------- PROMISSORY NOTE ---------------Top Tier Software Inc • April 5th, 2000
If the undersigned's employment or consulting relationship with the Company is terminated prior to payment in full of this Note, this Note shall be immediately due and payable.
EXHIBIT 10.15 EXHIBIT C --------- PROMISSORY NOTE ----------------Top Tier Software Inc • April 5th, 2000
If the undersigned's employment or consulting relationship with the Company is terminated prior to payment in full of this Note, this Note shall be immediately due and payable.
EXHIBIT 10.13 WORLDWIDE INTERCOMPANY MANAGEMENT SERVICES AND TECHNICAL SUPPORT AGREEMENT THIS WORLDWIDE INTERCOMPANY MANAGEMENT SERVICES AGREEMENT (the "Agreement") is entered into as of the first day of August 22, 1996, by and between Top Tier Israel...Worldwide Intercompany Management Services and Technical Support Agreement • April 5th, 2000 • Top Tier Software Inc • California
EXHIBIT 10.9 MASTER SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT FOR EMBEDDED PRODUCTS This Software License and Distribution Agreement for Embedded Products ("Agreement") is made and entered into by and between TopTier Israel Ltd. ("Licensor") having...Master Software License and Distribution Agreement • April 5th, 2000 • Top Tier Software Inc
X] Business Line [_] Business Loan TO: Bank of America, National Association Secured Agreement Business Lending Services #173B 101 S. Marengo Avenue, 5th Floor Pasadena, CA 91122 501-002-0774117-7001 ---------------------------------...Agreement • August 7th, 2000 • Top Tier Software Inc • Services-prepackaged software • California
Amendment 2 September 30, 2000 WHEREAS, Top Tier Israel Ltd. and SAP AG have executed the Master Software License and Distribution Agreement for Embedded Products (the "Agreement"); WHEREAS, Top Tier Israel Ltd. and SAP AG have executed Amendment 1...Top Tier Software Inc • November 16th, 2000 • Services-prepackaged software
