EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
EXHIBIT 10.2 STOCKHOLDERS AGREEMENTStockholders Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
EXHIBIT 2.2 FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 23rd, 2000 • Talentpoint Inc
EXHIBIT 1.1 _______ Shares TALENTPOINT, INC. Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • June 23rd, 2000 • Talentpoint Inc • New York
INDEX TO LOAN AGREEMENTLoan Agreement • June 23rd, 2000 • Talentpoint Inc
Kenexa Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2011 • Kenexa Corp • Services-prepackaged software • New York
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is entered into as of December 16, 1999 by and among Raymond Karsan Holdings, Inc., a Pennsylvania corporation (the "Company") and Parthenon Investors, L.P., PCIP Investors,...Registration Rights Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
December 16, 1999Management Agreement • June 23rd, 2000 • Talentpoint Inc • Massachusetts
Exhibit 10.10 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
KENEXA CORPORATION INDENTURE Dated as of DEBT SECURITIES TrusteeIndenture • March 9th, 2010 • Kenexa Corp • Services-prepackaged software • Pennsylvania
WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures, notes, bonds or other evidences of indebtedness (the “Securities”) in an aggregate principal amount of up to ________________ to be issued from time to time in one or more series as provided in this Indenture; and
2.4. Manner and Time of Payment. All payments made by the Company pursuant -------------------------- to this Note shall be made without defense, set off or counterclaim, in same day funds and delivered to the holders of the Notes not later than Noon...Senior Subordinated Note • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
ContractMerger Agreement • August 27th, 2012 • Kenexa Corp • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER Among INTERNATIONAL BUSINESS MACHINES CORPORATION JASMINE ACQUISITION CORP. and KENEXA CORPORATION Dated as of August 25, 2012
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of this day of , 200 , by and between Kenexa Corporation, a Pennsylvania corporation (the “Company”), and (“Indemnitee”).
CREDIT AGREEMENT dated as of October 20, 2010 among KENEXA TECHNOLOGY, INC. The Several Lenders From Time to Time Parties Hereto, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank and PNC CAPITAL MARKETS LLC, as Lead ArrangerCredit Agreement • October 22nd, 2010 • Kenexa Corp • Services-prepackaged software • Pennsylvania
THIS CREDIT AGREEMENT, dated as of October 20, 2010 is among KENEXA TECHNOLOGY, INC., a Pennsylvania corporation (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (individually, a “Lender”; collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGER by and among KENEXA CORPORATION SPIRIT MERGER SUB, INC. and SALARY.COM, INC. Dated as of August 31, 2010Merger Agreement • September 9th, 2010 • Kenexa Corp • Services-prepackaged software • Delaware
ContractWarrant Agreement • May 17th, 2005 • Kenexa Corp • Services-prepackaged software • Pennsylvania
This warrant and any shares represented by this warrant have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws and may not be transferred, sold or otherwise disposed of except pursuant to an effective registration under said act and applicable state securities laws or pursuant to an exemption from such registration.
ContractWarrant Agreement • May 17th, 2005 • Kenexa Corp • Services-prepackaged software • Pennsylvania
This warrant and any shares represented by this warrant have not been registered under the securities act of 1933, as amended, and may not be transferred, sold or otherwise disposed of except pursuant to an effective registration under said act or pursuant to an exemption from such registration.
SERIES A REDEEMABLE PARTICIPATING PREFERRED STOCK AND CLASS C COMMON STOCK PURCHASE AGREEMENT by and among KENEXA CORPORATION., PARTHENON INVESTORS, L.P. and PCIP INVESTORSSeries a Redeemable Participating Preferred Stock and Class C Common Stock Purchase Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania
This Series A Redeemable Participating Preferred Stock and Class C Common Stock Purchase Agreement (the “Agreement”) dated as of February 8, 2001 by and among Kenexa Corporation., a Pennsylvania corporation (“Kenexa” and together with its Subsidiaries, the “Company”), Parthenon Investors, L.P., a Delaware limited partnership (“Parthenon”), and PCIP Investors, a Delaware general partnership (“PCIP;” Parthenon and PCIP are each individually hereinafter referred to as an “Investor” and together referred to as the “Investors”), provides for the issuance and sale of certain shares of Series A Redeemable Participating Preferred Stock and Class C Common Stock of the Company. To the extent the Investors assign certain of their rights under this Agreement to any co-investment funds or Affiliates, such entities, together with the Investors, will also be referred to as the “Investors.”
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 9th, 2010 • Kenexa Corp • Services-prepackaged software • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of August 31, 2010 is made by and among Kenexa Corporation, a Pennsylvania corporation (“Parent”), Spirit Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and each stockholder listed on Annex I (each, a “Stockholder” and collectively, the “Stockholders”), each an owner of shares (the “Shares”) of common stock, par value $0.0001 per share, of Salary.com, Inc., a Delaware corporation (the “Company”).
Shares KENEXA CORPORATION Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • New York
REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • New York
Revolving Credit and Security Agreement dated as of July 15, 2003 among KENEXA TECHNOLOGY, INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (“Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • September 9th, 2010 • Kenexa Corp • Services-prepackaged software
Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
INVESTOR AGREEMENTInvestor Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania
THIS INVESTOR AGREEMENT (the “Agreement”) is made as of this 8th day of April, 2005 (the “Agreement Date”) by and among Kenexa Corporation, a Pennsylvania corporation (the “Company”), Parthenon Investors, L.P., a Delaware limited partnership (“Parthenon”), PCIP Investors, a Delaware general partnership (“PCIP”), Wafra Acquisition Fund 14, L.P., a Delaware limited partnership (“Wafra”), Westbury Equity Partners SBIC, L.P., a Delaware limited partnership (“Westbury”), JMH Partners Corp., a Delaware corporation (“JMH”), Shad Run Investments, L.P., a Delaware limited partnership (“Shad Run”), TSG Co-Investors, LLC, a Delaware limited liability company (“TSG”), The Shattan Group, LLC, a Delaware limited liability company (“Shattan LLC”), Thomas S. Shattan (“Shattan”), Gregory E. Mendel (“Mendel”) and G. Kevin Fechtmeyer (“Fechtmeyer” and, together with Parthenon, PCIP, Wafra, Westbury, JMH, Shad Run, TSG, Shattan LLC, Shattan and Mendel, the “Investors”).
Kenexa Corporation NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania
Pursuant to the Kenexa Corporation 2005 Equity Incentive Plan (the “Plan”), Kenexa Corporation (the “Company”) hereby grants to (the “Optionee”) an option to purchase shares of the Company’s common stock (the “Option”). The Option is subject to the terms set forth in this Award Agreement dated as of , 2005 (this “Agreement”), between the Company and the Optionee, and in all respects is subject to the terms and provisions of the Plan applicable to Non-Qualified Stock Options, which terms and provisions are incorporated herein by this reference. Except as otherwise specified herein or unless the context herein requires otherwise, the terms defined in the Plan will have the same meanings when used herein.
CLASS B COMMON STOCK AND WARRANT PURCHASE AGREEMENT by and among RAYMOND KARSAN HOLDINGS, INC. and PARTHENON INVESTORS, L.P. PCIP INVESTORS JMH PARTNERS CORP. SHAD RUN INVESTMENTS, L.P. TSG CO-INVESTORS, LLC THE SHATTAN GROUP, LLC THOMAS S. SHATTAN...Class B Common Stock and Warrant Purchase Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania
This Class B Common Stock and Warrant Purchase Agreement (the “Agreement”) dated as of December 16, 1999 by and among Raymond Karsan Holdings, Inc., a Pennsylvania corporation (“RK Holdings” and together with its subsidiaries, the “Company”), Parthenon Investors, L.P., a Delaware limited partnership (the “Parthenon Investors”), PCIP Investors, a Delaware general partnership (“PCIP”), JMH Partners Corp., a Delaware corporation (together with Parthenon Investors and PCIP, “Parthenon”), Shad Run Investments, L.P., a Delaware limited partnership (“Shad Run”), TSG Co-Investors, LLC, a Delaware limited liability company (“TSG”), The Shattan Group, LLC, a Delaware limited liability company, Thomas S. Shattan, Gregory E. Mendel, and G. Kevin Fechtmeyer (together with The Shattan Group, LLC, Thomas S. Shattan and Gregory E. Mendel, “Shattan”) (Shattan, Parthenon, Shad Run and TSG are referred to herein collectively as the “Investors”) provides for the issuance and sale of certain shares of Clas
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE KENEXA CORPORATION STOCK OPTION PLANNon-Qualified Stock Option Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania
Kenexa Corporation (the “Company”), hereby grants to [ ] (the “Optionee”) the option to purchase [ ] shares of the Company’s Class A common stock (the “Option”). The Option is subject to the terms set forth herein, and in all respects is subject to the terms and provisions of the Kenexa Corporation Stock Option Plan (the “Plan”) applicable to non-qualified stock options, which terms and provisions are incorporated herein by this reference. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Plan.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 1st, 2010 • Kenexa Corp • Services-prepackaged software • Massachusetts
This Agreement is made between Kenexa Corporation, a Pennsylvania corporation (the “Company”), and Paul R. Daoust (the “Executive”) this 31st day of August, 2010.
RECITALSBonus and Severance Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
GUARANTY BY CORPORATIONGuaranty • April 12th, 2005 • Kenexa Corp • Services-management consulting services • New York
This Guaranty, dated as of July 15, 2003, is made by KENEXA CORPORATION, a Pennsylvania corporation, having an address at 650 East Swedesford Road, Wayne, Pennsylvania 19087 (the “Guarantor”), in favor of PNC BANK, NATIONAL ASSOCIATION, a national banking association (the “Agent”) acting for and on behalf of, and in its capacity as agent for, the financial institutions that are parties from time to time as lenders (collectively the “Lenders”) to the Credit Agreement (as defined below), for the benefit of the Agent and the Lenders.
RECITALSExchange and Conversion Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
AGREEMENT OF LEASE BETWEEN LIBERTY PROPERTY LIMITED PARTNERSHIP (“LANDLORD”) AND RAYMOND KARSAN ASSOCIATES (“TENANT”) FOR WAYNE, PENNSYLVANIA 19087Lease Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania
THIS LEASE AGREEMENT is made by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (“LANDLORD”) with its address at 65 Valley Stream Parkway, Malvern, PA 19355 and RAYMOND KARSAN ASSOCIATES, a Corporation organized under the laws of Pennsylvania (“TENANT”) with its address at 989 Old Eagle School Road, Suite 814, Wayne, PA 19087, and is dated as of the date on which this lease has been fully executed by Landlord and Tenant.
AGREEMENT AMONG CERTAIN MANAGEMENT SHAREHOLDERSManagement Shareholders Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania
THIS AGREEMENT (the “Agreement”) is made as of this 8th day of April, 2005 (the “Agreement Date”) by and among Kenexa Corporation, a Pennsylvania corporation (the “Company”), Nooruddin Karsan (“Karsan”), Eliot Chack (“Chack”), Troy Kanter (“Kanter”), P. Grant Parker (“Parker”), Donald F. Volk (“Volk”) and Bill Erickson (“Erickson” together with Karsan, Chack, Kanter, Parker and Volk, the “Management Shareholders”).
AMENDMENT NO. 2 TO THE SERIES A REDEEMABLE PARTICIPATING PREFERRED STOCK AND CLASS C COMMON STOCK PURCHASE AGREEMENTSSeries a Redeemable Participating Preferred Stock and Class C Common Stock Purchase Agreements • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania
THIS AMENDMENT NO. 2 TO THE SERIES A REDEEMABLE PARTICIPATING PREFERRED STOCK AND CLASS C COMMON STOCK PURCHASE AGREEMENTS (this “Amendment”) is made and entered into as of the 26th day of September, 2002, by and between Kenexa Corporation, a Pennsylvania corporation (the “Company”), Wafra Acquisition Fund 14, L.P., a Delaware limited partnership (“Wafra”), Parthenon Investors, L.P. a Delaware limited partnership (“Parthenon”), PCIP Investors, a Delaware general partnership (“PCIP”) and Westbury Equity Partners SBIC, L.P. (“Westbury”).
RECITALSEmployment Agreement • June 23rd, 2000 • Talentpoint Inc • Pennsylvania
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 23rd, 2012 • Kenexa Corp • Services-prepackaged software • New York
This Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of August 25, 2012 (the “Agreement”) among International Business Machines Corporation, a New York corporation (“Parent”), Jasmine Acquisition Corp., a Pennsylvania corporation (“Sub”), and Kenexa Corporation, a Pennsylvania corporation (the “Company”), is entered into as of November 21, 2012 among Parent, Sub and the Company. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
