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
EXHIBIT 10.20 EXHIBIT C --------- PROMISSORY NOTE ---------------Promissory Note • April 5th, 2000 • Top Tier Software Inc
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.
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 Agreement • April 5th, 2000 • Top Tier Software Inc • 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
RECITALSReseller Agreement • 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
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
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
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...Software License and Distribution Agreement • April 5th, 2000 • Top Tier Software Inc
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
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...Sublease Agreement • August 7th, 2000 • Top Tier Software Inc • Services-prepackaged software
EXHIBIT 10.12 TOP TIER SOFTWARE, INC. ----------------------- 1996 STOCK OPTION PLAN ---------------------- EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT -------------------------------------------------------------Early Exercise Notice and Restricted Stock Purchase Agreement • April 5th, 2000 • Top Tier Software Inc • California
RECITALSInvestors' Rights Agreement • April 5th, 2000 • Top Tier Software Inc • California
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 10.13 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 Agreement • April 5th, 2000 • Top Tier Software Inc • California
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 ---------------------------------...Business Line Credit 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...Software License Oem/Distribution Agreement • November 16th, 2000 • Top Tier Software Inc • Services-prepackaged software
