XACTLY CORPORATION [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 15th, 2015 • Xactly Corp • Services-prepackaged software • New York
Xactly Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value $0.001 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of 237,500 shares of common stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Common Stock”.
XACTLY CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • April 17th, 2015 • Xactly Corp • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20 and is between Xactly Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among EXCALIBUR PARENT, LLC EXCALIBUR MERGER SUB, INC. and XACTLY CORPORATION Dated as of May 29, 2017Merger Agreement • May 30th, 2017 • Xactly Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 29, 2017, by and among Excalibur Parent, LLC, a Delaware limited liability company (“Parent”), Excalibur Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Xactly Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
OFFICE LEASEOffice Lease • March 13th, 2014 • Xactly Corp • Services-prepackaged software • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between CA-225 SANTA CLARA STREET LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and XACTLY CORPORATION, a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions), Exhibit F-1 (Landlord’s Furniture); Exhibit F-2 (Location of Building Signage), and Exhibit F-3 (Form of Letter of Credit).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 4th, 2015 • Xactly Corp • Services-prepackaged software • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”) dated as of October 30, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, California 94304 (“Bank”), and XACTLY CORPORATION, a Delaware corporation (“Xactly”), and CENTIVE, INC., a Delaware corporation (“Centive” and together with Xactly, individually and collectively, jointly and severally, “Borrower”), each with offices located at 300 Park Avenue, Suite 1700, San Jose, California 95110, provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
XACTLY CORPORATION CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 19th, 2015 • Xactly Corp • Services-prepackaged software • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Christopher W. Cabrera (“Executive”) and Xactly Corporation (the “Company”), effective as of April 17, 2015.
XACTLY CORPORATION INVESTOR RIGHTS AGREEMENT November 17, 2014Investor Rights Agreement • June 8th, 2015 • Xactly Corp • Services-prepackaged software • California
This Amended and Restated Investor Rights Agreement (the “Agreement”) is made as of November 17, 2014, by and among Xactly Corporation, a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (the “Investors”).
RIVERPARK TOWER II 300 PARK AVENUE SAN JOSE, CALIFORNIA OFFICE LEASE RIVERPARK TOWER II, LLC, a Delaware limited liability company as Landlord, and XACTLY CORPORATION, a Delaware corporation as TenantOffice Lease • June 8th, 2015 • Xactly Corp • Services-prepackaged software
This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Office Lease. Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT between XACTLY CORPORATION and WELLINGTON FINANCIAL LP dated as of October 24, 2014Loan and Security Agreement • June 8th, 2015 • Xactly Corp • Services-prepackaged software
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Agreement”) dated as of October 24, 2014, by and among XACTLY CORPORATION a corporation duly organized and validly existing under the laws of the Delaware (“Borrower” or the “Company”) and WF FUND IV LIMITED PARTNERSHIP (c/o/b as WELLINGTON FINANCIAL LP and WELLINGTON FINANCIAL FUND IV) (“Lender”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 13th, 2014 • Xactly Corp • Services-prepackaged software
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 10, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, California 94304 (“Bank”), and XACTLY CORPORATION, a Delaware corporation, and CENTIVE, INC., a Delaware corporation, each with offices located at 225 West Santa Clara Street, San Jose, California 95113 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
LOAN AND SECURITY AGREEMENT between XACTLY CORPORATION and WELLINGTON FINANCIAL LP dated as of May 31, 2013Loan and Security Agreement • March 13th, 2014 • Xactly Corp • Services-prepackaged software • California
LOAN AND SECURITY AGREEMENT (the “Agreement”) dated as of May 31, 2013, by and among XACTLY CORPORATION a corporation duly organized and validly existing under the laws of the Delaware (“Borrower” or the “Company”) and WF FUND IV LIMITED PARTNERSHIP (c/o/b as WELLINGTON FINANCIAL LP and WELLINGTON FINANCIAL FUND IV) (“Lender”).
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 17th, 2015 • Xactly Corp • Services-prepackaged software
This Fifth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of March 24, 2014, by and between Silicon Valley Bank (“Bank”) and Xactly Corporation, a Delaware corporation, and Centive, Inc., a Delaware corporation (individually and collectively, jointly and severally, “Borrower”) whose address is 225 West Santa Clara Street, Suite 1200, San Jose, California 95113.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 21st, 2017 • Xactly Corp • Services-prepackaged software • Delaware
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER is effective as of June 20, 2017, by and among Excalibur Parent, LLC, a Delaware limited liability company (“Parent”), Excalibur Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Xactly Corporation, a Delaware corporation (the “Company”).
CONSENT AND SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 8th, 2015 • Xactly Corp • Services-prepackaged software • California
This CONSENT AND SIXTH AMENDMENT to Amended and Restated Loan and Security Agreement (this “Consent”) is entered into as of October 24, 2014, by and between Silicon Valley Bank (“Bank”) and Xactly Corporation, a Delaware corporation, and Centive, Inc., a Delaware corporation (individually and collectively, jointly and severally, “Borrower”) whose address is 225 West Santa Clara Street, Suite 1200, San Jose, California 95113.
MEZZANINE LOAN AND SECURITY AGREEMENTMezzanine Loan and Security Agreement • June 8th, 2015 • Xactly Corp • Services-prepackaged software
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 24, 2014 (the “Effective Date”) between SILICON VALLEY BANK (“Bank”), and XACTLY CORPORATION (“Parent”) and CENTIVE, INC. (together with Parent, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
