Standard Contracts
JIVE SOFTWARE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 30th, 2011 • Jive Software, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Jive Software, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
Shares JIVE SOFTWARE, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2011 • Jive Software, Inc. • Services-computer processing & data preparation • New York
AGREEMENT AND PLAN OF MERGER by and among WAVE SYSTEMS CORP. JAZZ MERGERSUB, INC. and JIVE SOFTWARE, INC. Dated as of April 30, 2017Merger Agreement • May 1st, 2017 • Jive Software, Inc. • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 30, 2017 by and among WAVE SYSTEMS CORP., a Delaware corporation (“Parent”), JAZZ MERGERSUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and JIVE SOFTWARE, INC., a Delaware corporation (the “Company”).
JIVE SOFTWARE, INC. AMENDED AND RESTATED CHANGE OF CONTROL AND RETENTION AGREEMENTChange of Control and Retention Agreement • February 27th, 2015 • Jive Software, Inc. • Services-computer processing & data preparation • California
This Change of Control and Retention Agreement (the “Agreement”) is made and entered into by and between Elisa Steele (the “Employee”) and Jive Software, Inc. (the “Company”), effective as of February 9, 2015 (the “Effective Date”).
ContractWarrant Agreement • August 24th, 2011 • Jive Software, Inc. • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
JIVE SOFTWARE, INC.Restricted Stock Unit Award Agreement • August 5th, 2016 • Jive Software, Inc. • Services-computer processing & data preparation • California
Unless otherwise defined herein, the terms defined in the Jive Software, Inc. 2011 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 1st, 2017 • Jive Software, Inc. • Services-computer processing & data preparation • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 30, 2017, by and among WAVE SYSTEMS CORP., a Delaware corporation (“Parent”), JAZZ MERGERSUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Acquisition Sub”), and certain stockholders of JIVE SOFTWARE, INC., a Delaware corporation (the “Company”), listed on Annex A (each, a “Stockholder”), each an owner of Company Common Stock.
JIVE SOFTWARE, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 28, 2011Investors’ Rights Agreement • August 24th, 2011 • Jive Software, Inc. • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 28th day of March, 2011, by and among Jive Software, Inc., a Delaware corporation (the “Company”), and each of the investors and the founders of the Company listed on Schedule A hereto (together, the “Investors” and the “Founders,” respectively).
LEASE DATED MAY 13, 2010 BY AND BETWEEN TTC PARTNERS III, LLC A CALIFORNIA LIMITED LIABILITY COMPANY AS LANDLORD AND JIVE SOFTWARE, INC., A DELAWARE CORPORATION AS TENANT AFFECTING PREMISES COMMONLY KNOWN ASLease Agreement • November 30th, 2011 • Jive Software, Inc. • Services-computer processing & data preparation • California
This Lease is dated as of the lease reference date specified in Section A of the Summary and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.
FIRST AMENDMENT TO LEASELease • November 30th, 2011 • Jive Software, Inc. • Services-computer processing & data preparation
This First Amendment to Lease (“Amendment”), dated September 22, 2010 (for reference purposes only), is made and entered into by and between HARSCH INVESTMENT PROPERTIES, LLC, an Oregon limited liability company (“Landlord”), and JIVE SOFTWARE, INC., a Delaware corporation (“Tenant”).
FIRST LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 1st, 2013 • Jive Software, Inc. • Services-computer processing & data preparation
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of April 26th, 2013, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 8705 SW Nimbus, Suite 240, Beaverton, Oregon 97008 (“Bank”) and JIVE SOFTWARE, INC., a Delaware corporation, with its principal place of business at 915 SW Stark Street, Suite 400, Portland, Oregon 97205 (“Borrower”).
OFFICE LEASE AGREEMENT Between HARSCH INVESTMENT PROPERTIES, LLC And JIVE SOFTWARE, INC. Date: February 25, 2008Office Lease Agreement • November 30th, 2011 • Jive Software, Inc. • Services-computer processing & data preparation
THIS LEASE, dated February 25, 2008 (for reference purposes only) is made by and between Harsch Investment Properties, LLC, an Oregon limited liability company (“Landlord”), and Jive Software, Inc., a Delaware corporation (“Tenant”). Landlord owns a building (the “Building”) and other improvements on that certain property located at 915 SW Stark Street, Portland, Oregon 97205 (collectively, the “Property”). Landlord hereby leases to Tenant and Tenant hereby leases from Landlord certain space in the Building consisting of approximately 37,667 rentable square feet, as outlined on the attached Exhibit A (the “Premises”) on the terms and conditions set forth in this Lease.
JIVE SOFTWARE TRANSITION AGREEMENT for Anthony ZingaleTransition Agreement • November 6th, 2014 • Jive Software, Inc. • Services-computer processing & data preparation • California
This Transition Agreement (“Agreement”) is made by and between Anthony Zingale (“Executive”) and Jive Software, Inc. (the “Company”; the Company and Executive are collectively referred to as the “Parties” or individually referred to as a “Party”).
FIFTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 10th, 2017 • Jive Software, Inc. • Services-computer processing & data preparation
This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 29, 2017, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 8705 SW Nimbus, Suite 240, Beaverton, Oregon 97008 (“Bank”) and JIVE SOFTWARE, INC., a Delaware corporation, with its principal place of business at 915 SW Stark Street, Suite 400, Portland, Oregon 97205 (“Borrower”).
SIXTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • October 24th, 2011 • Jive Software, Inc. • Services-computer processing & data preparation
This Sixth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of September 29, 2011, by and between (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and (b) JIVE SOFTWARE, INC., a Delaware corporation (“Borrower”), with its principal place of business at 915 SW Stark Street, Suite 400, Portland, Oregon 97205.
SECOND AMENDMENT TO LEASELease Agreement • February 25th, 2013 • Jive Software, Inc. • Services-computer processing & data preparation
This Second Amendment to Lease (“Amendment”), dated October 31, 2012 (for reference purposes only), is made and entered into by and between Harsch Investment Properties, LLC, an Oregon limited liability company (“Landlord”), and Jive Software, Inc., a Delaware corporation (“Tenant”).
Jive Software, Inc.Director Appointment Agreement • March 16th, 2017 • Jive Software, Inc. • Services-computer processing & data preparation • Delaware
This letter (this “Agreement”) constitutes the agreement between (a) Jive Software, Inc. (“Company”) and (b) Engine Capital, L.P. (“Engine”) and each of the other related Persons (as defined below) set forth on the signature pages to this Agreement (collectively with Engine, the “Engine Group”). The Engine Group and each of its Affiliates (as defined below) and Associates (as defined below) are collectively referred to as the “Investors.” Company and the Engine Group are collectively the “Parties.”
AMENDMENT TO LEASELease • February 28th, 2017 • Jive Software, Inc. • Services-computer processing & data preparation
THIS AMENDMENT TO LEASE (“Amendment”) is made and entered into as of the day of October, 2016, by and between TTC PARTNERS III, LLC, a California limited liability company (“Landlord”), and JIVE SOFTWARE, INC., a Delaware corporation (“Tenant”).
THIRD LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 6th, 2015 • Jive Software, Inc. • Services-computer processing & data preparation
This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 31, 2015, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 8705 SW Nimbus, Suite 240, Beaverton, Oregon 97008 (“Bank”) and JIVE SOFTWARE, INC., a Delaware corporation, with its principal place of business at 915 SW Stark Street, Suite 400, Portland, Oregon 97205 (“Borrower”).
ContractWarrant Agreement • August 24th, 2011 • Jive Software, Inc. • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 24th, 2011 • Jive Software, Inc.
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and JIVE SOFTWARE, INC., a Delaware corporation, formerly known as CoolServlets Inc. (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.
JIVE SOFTWARE EXECUTIVE EMPLOYMENT AGREEMENT for Anthony ZingaleExecutive Employment Agreement • August 24th, 2011 • Jive Software, Inc. • California
This Executive Employment Agreement (“Agreement”) is effective as of May 3, 2010, by and between Anthony Zingale (“Executive”) and Jive Software (the “Company”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 25th, 2012 • Jive Software, Inc. • Services-computer processing & data preparation • Oregon
This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 23, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 8705 SW Nimbus, Suite 240, Beaverton, Oregon 97008 (“Bank”), and JIVE SOFTWARE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates, in its entirety, the terms of that certain Amended and Restated Loan and Security Agreement between Borrower and Bank dated as of October 14, 2008, as amended from time to time (the “Existing Loan Agreement”). The parties agree as follows:
FOURTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 10th, 2016 • Jive Software, Inc. • Services-computer processing & data preparation
This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 29, 2016, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 8705 SW Nimbus, Suite 240, Beaverton, Oregon 97008 (“Bank”) and JIVE SOFTWARE, INC., a Delaware corporation, with its principal place of business at 915 SW Stark Street, Suite 400, Portland, Oregon 97205 (“Borrower”).
SECOND LOAN MODIFICATION AGREEMENTLoan Modification Agreement • February 19th, 2014 • Jive Software, Inc. • Services-computer processing & data preparation
This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of February 18, 2014, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 8705 SW Nimbus, Suite 240, Beaverton, Oregon 97008 (“Bank”) and JIVE SOFTWARE, INC., a Delaware corporation, with its principal place of business at 915 SW Stark Street, Suite 400, Portland, Oregon 97205 (“Borrower”).
