Shares DEMANDTEC, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2007 • DemandTec, Inc. • Services-prepackaged software • New York
Morgan Stanley & Co. Incorporated Credit Suisse Securities (USA) LLC William Blair & Company, L.L.C. JMP Securities LLC Montgomery & Co., LLC Pacific Crest Securities Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036
DEMANDTEC, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 20th, 2007 • DemandTec, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2007 by and between DemandTec, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER Among INTERNATIONAL BUSINESS MACHINES CORPORATION, CUDGEE ACQUISITION CORP. and DEMANDTEC, INC. Dated as of December 7, 2011Merger Agreement • December 8th, 2011 • DemandTec, Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER dated as of December 7, 2011 (this "Agreement"), by and among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation ("Parent"), CUDGEE ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and DEMANDTEC, INC., a Delaware corporation (the "Company").
LEASE Franklin Templeton Companies, LLC, a Delaware limited liability company, Landlord and DemandTec, Inc., a Delaware corporation, Tenant for The Second and Third Floors Building 910 One Franklin Parkway San Mateo, California September 21, 2009Lease Agreement • September 25th, 2009 • DemandTec, Inc. • Services-prepackaged software • California
THIS LEASE is made as of the 21st day of September, 2009 (“Effective Date”), between Franklin Templeton Companies, LLC, a Delaware limited liability company (“Landlord”), and DemandTec, Inc., a Delaware corporation (“Tenant”).
MASTER SERVICE AGREEMENTMaster Service Agreement • May 24th, 2007 • DemandTec, Inc. • California
This Master Service Agreement (“Agreement”) is entered into on 8/19, 2005(“MSA Effective Date”) by and between the Equinix Entities and the undersigned customer (“Customer”), and includes the following exhibits:
DEMANDTEC, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 20, 2002Investors’ Rights Agreement • May 24th, 2007 • DemandTec, Inc. • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 20th day of September, 2002, by and among DemandTec, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each of which is herein referred to as an “Investor” and collectively the “Investors”).
AMENDED AND RESTATED OUTSOURCING SERVICES AGREEMENTOutsourcing Services Agreement • May 24th, 2007 • DemandTec, Inc. • California
THIS AMENDED AND RESTATED OUTSOURCING SERVICES AGREEMENT is made and entered into this May 1, 2006 (“Effective Date”), by and between DemandTec, Inc., a Delaware corporation with offices located at 1 Circle Star Way, Suite 200, San Carlos, California 94070 (“DemandTec”), and Sonata Services Limited, a BVI company, with offices located at Room 900-10, 9/F, MLC Millennia Plaza, 663 King’s Road, North Point Hong Kong (“Service Provider”).
LOAN AND SECURITY AGREEMENTLoan Agreement • April 14th, 2008 • DemandTec, Inc. • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and DEMANDTEC, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
FIRST AMENDMENT TO AMENDED AND RESTATED OUTSOURCING SERVICES AGREEMENTOutsourcing Services Agreement • July 2nd, 2009 • DemandTec, Inc. • Services-prepackaged software
This First Amendment to Amended and Restated Outsourcing Services Agreement (the “Amendment”) is entered into this 21st day of April, 2009, between DemandTec, Inc., a Delaware corporation (“DemandTec”) and Sonata Services Limited, a BVI company (“Service Provider”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2009 • DemandTec, Inc. • Services-prepackaged software • California
This Amendment No. 1 to Loan and Security Agreement (this “Amendment”) is entered into as of May 7, 2009 (the “Amendment Date”), by and between Silicon Valley Bank, (“Bank”) and DemandTec, Inc., a Delaware corporation (“Borrower”). Unless otherwise defined herein, terms defined in the Loan Agreement (as defined below) shall have the same meanings in this Amendment.
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT between SILICON VALLEY BANK and DEMANDTEC, INC. May 23, 2006Loan and Security Agreement • May 24th, 2007 • DemandTec, Inc.
This THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of the Effective Date, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and DEMANDTEC, INC. (“Borrower”), whose address is One Circle Star Way, Suite 200, San Carlos, California 94070, provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
ContractEmployment Agreement • May 24th, 2007 • DemandTec, Inc.
DemandTec, Inc. (the “Company”) and TradePoint Solutions, Inc. (“TradePoint”) have entered into an Agreement and Plan of Merger dated October 6, 2006 (the “Merger Agreement”), pursuant to which TradePoint will become a subsidiary of DemandTec. We are pleased to offer you continued employment following the merger, on the terms and conditions set forth below:
November 17, 2003 John Crouch Dear John: DemandTec, Inc. (the “Company”) is pleased to offer you employment on the following terms:Employment Agreement • May 24th, 2007 • DemandTec, Inc.
AMENDED AND RESTATED MASTER AGREEMENTMaster Agreement • October 1st, 2010 • DemandTec, Inc. • Services-prepackaged software • Minnesota
This AMENDED AND RESTATED MASTER AGREEMENT (the “Agreement”) is effective as of June 14, 2010 (the “Effective Date”) between DemandTec, Inc., a Delaware corporation (“DemandTec”) and Target Corporation, a Minnesota corporation, on behalf of itself, its operating divisions and subsidiaries (together, “Customer”), and amends and restates in its entirety the Master Agreement between DemandTec and Customer dated February 26, 2010.
AGREEMENT AND PLAN OF MERGER among DEMANDTEC, INC., MOGUL MERGER SUB, INC. M-FACTOR, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as STOCKHOLDERS’ REPRESENTATIVE Dated as of March 9, 2011Merger Agreement • March 16th, 2011 • DemandTec, Inc. • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGER, dated as of March 9, 2011 (this “Agreement”), among DEMANDTEC, INC., a Delaware corporation (“Parent”), MOGUL MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), M-FACTOR, INC., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Stockholders’ Representative (as defined in Section 9.05 hereof).
DemandTec Inc. 50 First Street, Suite 307; San Francisco, CA 94105 July 20, 2001Employment Agreement • May 24th, 2007 • DemandTec, Inc. • California
AGREEMENT AND PLAN OF MERGER among DEMANDTEC, INC., MARSHALL MERGER CORP., CONNECT3 SYSTEMS, INC., DALE C. BYRNE and DALE C. BYRNE, as SHAREHOLDERS’ REPRESENTATIVE Dated as of January 26, 2009Merger Agreement • March 2nd, 2009 • DemandTec, Inc. • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGER, dated as of January 26, 2009 (this “Agreement”), among DemandTec, Inc., a Delaware corporation (“Parent”), Marshall Merger Corp., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Connect3 Systems, Inc., a California corporation (the “Company”), Dale C. Byrne, an individual (the “Principal Shareholder”), and Dale C. Byrne, as Shareholders’ Representative (as defined in Section 9.05 hereof).
ContractEmployment Agreement • July 3rd, 2007 • DemandTec, Inc. • Services-prepackaged software
SECOND AMENDMENT TO SUBLEASESublease • May 24th, 2007 • DemandTec, Inc. • California
THIS LEASE AGREEMENT is made and entered into as of April 27, 1999, by and between CIRCLE STAR CENTER ASSOCIATES, L.P., a California limited partnership, (herein called “Landlord”), and NETWORK COMPUTER, INC. , a Delaware corporation, (herein called “Tenant”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among DEMANDTEC, INC., TP ACQUISITION CORP., TRADEPOINT SOLUTIONS, INC. and CHARLES MAGOWAN, as SHAREHOLDERS’ REPRESENTATIVE Dated as of October 6, 2006Merger Agreement • May 24th, 2007 • DemandTec, Inc. • California
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Agreement”) is made and entered into October 6, 2006, by and among DemandTec, Inc., a Delaware corporation (“Parent”), TP Acquisition Corp, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), TradePoint Solutions, Inc., a California corporation (the “Company”), and Charles Magowan, as Shareholders’ Representative (as defined in Section 9.6 hereof).
DemandTec, Inc. One Circle Star Way San Carlos, CA 94070Severance Agreement • July 3rd, 2008 • DemandTec, Inc. • Services-prepackaged software • California
This letter (the “Agreement”) confirms the agreement between you and DemandTec, Inc. (the “Company”) regarding the termination of your employment with the Company.
February 5, 2004 Mr. James Dai Dear James: DemandTec, Inc. (the “Company”) is pleased to offer you employment on the following terms:Employment Agreement • May 24th, 2007 • DemandTec, Inc.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 24th, 2007 • DemandTec, Inc. • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date among SILICON VALLEY BANK, a California corporation (“Bank”), GOLD HILL VENTURE LENDING 03, LP (“Gold Hill”) (Bank and Gold Hill each individually a “Lender” and collectively the “Lenders”), Bank in its capacity as agent (the “Agent”) and DEMANDTEC, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • May 24th, 2007 • DemandTec, Inc. • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of September 20, 2002, by and among DemandTec, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the “Preferred Stock”) listed on the Schedule of Investors attached as Schedule A hereto (the “Investors”), and the holders of Common Stock of the Company (the “Common Holders”) listed on the Schedule of Common Holders attached as Schedule B hereto. The Company, the Common Holders and the Investors are individually each referred to herein as a “Party” and are collectively referred to herein as the “Parties.” The Company’s Board of Directors is referred to herein as the “Board.”
DemandTec, Inc. One Circle Star Way San Carlos, CA 94070 February 4, 2008Termination Agreement • April 25th, 2008 • DemandTec, Inc. • Services-prepackaged software • California
This letter (the “Agreement”) confirms the agreement between you and DemandTec, Inc. (the “Company”) regarding the termination of your employment with the Company.
