COVISINT CORPORATION Common Stock, no par value FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2013 • Covisint Corp • Services-computer processing & data preparation • New York
SEVERANCE AGREEMENTSeverance Agreement • June 3rd, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan
THIS AGREEMENT, dated March 15, 2013, is made by and between Compuware Corporation, a Michigan corporation (the “Company”), and David A. McGuffie (the “Executive”).
SEVERANCE AGREEMENTSeverance Agreement • July 7th, 2014 • Covisint Corp • Services-computer processing & data preparation
THIS SEVERANCE AGREEMENT, dated July 1, 2014, (the "Agreement"), is made by and between Covisint Corporation, a Michigan corporation (the "Company"), and Samuel M. Inman, III (the "Executive").
SEVERANCE AGREEMENTSeverance Agreement • August 16th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan
THIS AGREEMENT, dated June 3, 2013, is made by and between Covisint Corporation, a Michigan corporation (the “Company”), a wholly-owned subsidiary of Compuware Corporation (“Parent” or “Stockholder”), and Steven Asam (the “Employee”).
COOPERATION AGREEMENTCooperation Agreement • August 25th, 2016 • Covisint Corp • Services-computer processing & data preparation • Michigan
This AGREEMENT, dated as of August 25, 2016 (this “Agreement”), is made and entered into by Covisint Corporation, a Michigan corporation (“Covisint” or the “Company”), and each of the persons set forth on the signature page hereto (each, an “Investor” and collectively, the “Investors” or “Investor Group”) which presently are or may be deemed to be members of a “group” with respect to the common stock of the Company, no par value per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • May 13th, 2014 • Covisint Corp • Services-computer processing & data preparation
Reference is made to the Stock Option Agreement (the "Agreement") dated [Date] between you and Covisint Corporation (the "Corporation") pursuant to which the Company granted to you the Option to purchase [#shares] Shares at $[price] per share, upon the terms and conditions contained therein and in the 2009 Long Term Incentive Plan (the "Plan"). Pursuant to the Plan and with the approval of the Corporation's Board of Directors in accordance with the Plan, the Corporation amends your Agreement, as set forth herein, to add a new "tandem" Stock Appreciation Right (the "SAR"). The SAR is applicable only to the portion of your Option that is exercisable in 2014 (the "2014 Portion"). The SAR becomes exercisable on June 24, 2014, and it will expire on the earliest of the date of Compuware Corporation’s distribution of the common stock of the Corporation to its shareholders, the exercise of the related Option, or December 26, 2014.
MASTER SEPARATION AGREEMENT dated as of October 31, 2014 between COMPUWARE CORPORATION and COVISINT CORPORATIONMaster Separation Agreement • November 6th, 2014 • Covisint Corp • Services-computer processing & data preparation • Michigan
This Second Amended and Restated Master Separation Agreement, dated as of October __, 2014, but effective as of January 1, 2013 (the “Effective Date”), between Compuware Corporation, a Michigan corporation (“Compuware”), and Covisint Corporation, a Michigan corporation (“Covisint,” with each of Compuware and Covisint a “Party,” and together, the “Parties”).
REGISTRATION RIGHTS AGREEMENT Dated September 20, 2013 between COMPUWARE CORPORATION and COVISINT CORPORATIONRegistration Rights Agreement • September 20th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan
This REGISTRATION RIGHTS AGREEMENT is dated as of the 20th day of September, 2013 (this “Agreement”), between Compuware Corporation, a Michigan corporation (“Compuware”) and Covisint Corporation, a Michigan corporation (“Covisint,” with each of Compuware and Covisint, a “Party,” and together, the “Parties”).
TRAVELERS TOWER II 26533 EVERGREEN ROAD SOUTHFIELD, MICHIGAN LEASELease • May 27th, 2015 • Covisint Corp • Services-computer processing & data preparation • Michigan
This Lease is made between Landlord and Tenant hereinafter identified in Sections 1(b) and 1(c) hereof, respectively, and constitutes a Lease between the parties of the “Demised Premises” in the “Building” or “Property”,” as defined in Sections 2.2 and 2.1 hereof, respectively, on the terms and conditions and with and subject to the covenants and agreements of the parties hereinafter set forth.
AGREEMENT AND PLAN OF MERGER among: OPEN TEXT CORPORATION, a Canadian corporation, CYPRESS MERGER SUB, INC., a Michigan corporation, and COVISINT CORPORATION, a Michigan corporation Dated as of June 5, 2017Merger Agreement • June 5th, 2017 • Covisint Corp • Services-computer processing & data preparation • Michigan
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 5, 2017 (the “Agreement Date”) by and among Covisint Corporation, a Michigan corporation (the “Company”), Open Text Corporation, a Canadian corporation (“Parent”), and Cypress Merger Sub, Inc., a Michigan corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER SEPARATION AGREEMENTMaster Separation Agreement • August 16th, 2013 • Covisint Corp • Services-computer processing & data preparation
This FIRST AMENDMENT TO AMENDED AND RESTATED MASTER SEPARATION AGREEMENT (this “First Amendment”), dated as of July 22, 2013, is made by and between COMPUWARE CORPORATION, a Michigan corporation (“Compuware”) and COVISINT CORPORATION, a Michigan corporation (“Covisint”), and amends that certain Amended and Restated Master Separation Agreement, dated as of May 13, 2013, by and between Compuware and Covisint (the “Master Separation Agreement”). Capitalized terms used and not defined herein have the respective meanings ascribed thereto in the Master Separation Agreement.
AMENDED AND RESTATED TAX SHARING AGREEMENT dated as of May 13, 2013 by and among COMPUWARE CORPORATION AND ITS AFFILIATES and COVISINT CORPORATION AND ITS AFFILIATESTax Sharing Agreement • May 14th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan
This Amended and Restated Tax Sharing Agreement, dated as of May 13, 2013, but effective as of January 1, 2013 (the “Effective Date”), by and among Compuware Corporation, a Michigan corporation (“Compuware”), each Compuware Affiliate (as defined below), Covisint Corporation, a Michigan corporation and currently an indirect, wholly-owned subsidiary of Compuware (“Covisint”), and each Covisint Affiliate (as defined below) is entered into in connection with the Contribution (as defined below). Compuware, each Compuware Affiliate, Covisint, and each Covisint Affiliate are sometimes referred to herein separately as a “Party” and collectively as the “Parties”.
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 12th, 2015 • Covisint Corp • Services-computer processing & data preparation • Michigan
THIS AGREEMENT (the “Agreement”) is made effective as of «date» (the “Grant Date”), between Covisint Corporation, a Michigan corporation (the “Corporation”), and the individual whose name is set forth above, who is a Director of the Corporation (the “Recipient”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Covisint Corporation 2009 Long Term Incentive Plan (the “Plan”), and the terms of the Plan are hereby incorporated by reference and made a part of this Agreement.
STOCK OPTION AGREEMENTStock Option Agreement • July 7th, 2014 • Covisint Corp • Services-computer processing & data preparation
Pursuant to the 2009 Long Term Incentive Plan (the “Plan”) of Covisint Corporation (the “Corporation”) and with the approval of the Compensation Committee (“Committee”) of the Corporation’s Board of Directors in accordance with the Plan, the Corporation grants you an option (the “Option”) to purchase 750,000 shares of Common Stock (the “Shares”) at $4.86 per share, upon the terms and conditions contained in this Stock Option Agreement (the “Agreement”) and in the Plan. The Option is intended to be a Nonqualified Option and is granted pursuant to Article VII of the Plan and is intended to be exempt from Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan, as amended from time to time, is made a part of this Agreement and is available upon request. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, shall have the meanings given them in the Plan.
SEVERANCE AGREEMENTSeverance Agreement • November 3rd, 2016 • Covisint Corp • Services-computer processing & data preparation • Michigan
THIS AGREEMENT, executed on , 2016, is made by and between Covisint Corporation, a Michigan corporation (the “Company”), and (the “Employee”). This Severance Agreement supersedes and replaces any prior Severance Agreement between the Company and Employee.
COMPUWARE SERVICES AGREEMENT dated as of May 13, 2013 between COMPUWARE CORPORATION and COVISINT CORPORATIONCompuware Services Agreement • May 14th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan
This Compuware Services Agreement, dated as of May 13 2013, but effective as of January 1, 2013 (the “Effective Date”), is by and between Covisint Corporation, a Michigan corporation (“Covisint”), and Compuware Corporation, a Michigan corporation (“Compuware”). Covisint and Compuware are sometimes referred to herein separately as a “Party” and together as the “Parties”. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in ARTICLE I hereof.
CONTRIBUTION AGREEMENT by and between COMPUWARE CORPORATION and COVISINT CORPORATION January 1, 2013Contribution Agreement • June 3rd, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan
THIS CONTRIBUTION AGREEMENT, effective as of January 1, 2013 (the “Effective Date”), by and between Compuware Corporation, a Michigan corporation (“Compuware”), and Covisint Corporation, a Michigan corporation (“Covisint”). Compuware and Covisint are sometimes referred to herein separately as a “Party” and together as the “Parties”.
COMPUWARE HEADQUARTERS BUILDING DETROIT, MICHIGANLease • May 30th, 2014 • Covisint Corp • Services-computer processing & data preparation
Monroe wing of the Demised Premises solely for cabling, equipment dedicated to the distribution of data, telecommunications, Supplemental Equipment and equipment relating to building systems, such as, without limit? tion, AV equipment. Should Tenant's installation of such items exceed the applicable levels in the Building Design Criteria, Tenant shall, at its expense, as provided in and subject to the provisions of Section 8.4, pull electricity from Tenant's panel to support such equipment (the existing UPS circuit will
AMENDED AND RESTATED INTELLECTUAL PROPERTY AGREEMENT dated as of May 13, 2013 between COMPUWARE CORPORATION and COVISINT CORPORATIONIntellectual Property Agreement • May 14th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan
This Amended and Restated Intellectual Property Agreement, dated as of May 13, 2013, but effective as of January 1, 2013 (the “Effective Date”), is between Compuware Corporation, a Michigan corporation (“Compuware”) on behalf of itself and the Compuware Entities, and Covisint Corporation, a Michigan corporation (“Covisint”) (Compuware and Covisint are sometimes referred to herein separately as a “Party” and together as the “Parties”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in ARTICLE I hereof.
AMENDED AND RESTATED EMPLOYEE BENEFITS AGREEMENT dated as of May 13, 2013 between COMPUWARE CORPORATION and COVISINT CORPORATIONEmployee Benefits Agreement • May 14th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan
This Amended and Restated Employee Benefits Agreement, dated as of May 13, 2013, but effective as of January 1, 2013 (the “Effective Date”), is by and between Compuware Corporation, a Michigan corporation (“Compuware”), and Covisint Corporation, a Michigan corporation and a wholly owned subsidiary of Compuware (“Covisint”). Compuware and Covisint are sometimes referred to herein separately as a “Party” and together as the “Parties”.
SECOND AMENDMENT TO AMENDED AND RESTATED MASTER SEPARATION AGREEMENTMaster Separation Agreement • September 20th, 2013 • Covisint Corp • Services-computer processing & data preparation
This SECOND AMENDMENT to the Amended and Restated Master Separation Agreement dated as of September 20, 2013 (this “Second Amendment”), is made by and between Compuware Corporation, a Michigan corporation (“Compuware”) and Covisint Corporation, a Michigan corporation (“Covisint”), and amends that certain Amended and Restated Master Separation Agreement, dated as of May 13, 2013 (the “Original Master Separation Agreement”), as amended by that First Amendment to the Amended and Restated Master Separation Agreement, dated as of July 22, 2013 (together with the Original Master Separation Agreement, the “Master Separation Agreement”). Capitalized terms used and not defined herein have the respective meanings ascribed thereto in the Master Separation Agreement.
VOTING AGREEMENTVoting Agreement • June 5th, 2017 • Covisint Corp • Services-computer processing & data preparation • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 5, 2017 by and among Open Text Corporation, a Canadian corporation (“Parent”) and the undersigned shareholder (the “Shareholder”) of Covisint Corporation, a Michigan corporation (the “Company”).
PURCHASE AGREEMENTPurchase Agreement • May 13th, 2014 • Covisint Corp • Services-computer processing & data preparation • Michigan
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 7, 2014 by and between Covisint Corporation, a Michigan corporation (the “Company”), and Compuware Corporation, a Michigan corporation (“Purchaser”).
TERMINATION OF INTERCOMPANY AGREEMENTSTermination of Intercompany Agreements • November 6th, 2014 • Covisint Corp • Services-computer processing & data preparation
Compuware Corporation, a Michigan corporation (“Compuware”), and Covisint Corporation, a Michigan corporation (“Covisint”), previously entered into the following agreements (collectively, the “Intercompany Agreements”): (i) Amended and Restated Employee Benefits Agreement, dated as of May 13, 2013; (ii) Amended and Restated Compuware Services Agreement, dated as of May 13, 2013; (iii) Amended and Restated Intellectual Property Agreement, dated as of May 13, 2013; (iv) Amended and Restated Shared Services Agreement, dated as of May 13, 2013, and (v) Registration Rights Agreement, dated as of September 20, 2013.
Company Letterhead]Employment Agreement • June 6th, 2016 • Covisint Corp • Services-computer processing & data preparation
SEVERANCE AGREEMENTSeverance Agreement • May 27th, 2015 • Covisint Corp • Services-computer processing & data preparation • Michigan
AMENDED AND RESTATED SHARED SERVICES AGREEMENT dated as of May 13, 2013 between COMPUWARE CORPORATION and COVISINT CORPORATIONShared Services Agreement • May 14th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan
This Amended and Restated Shared Services Agreement, dated as of May 13, 2013, but effective as of January 1, 2013 (the “Effective Date”), is by and between Covisint Corporation, a Michigan corporation (“Covisint”), and Compuware Corporation, a Michigan corporation (“Compuware”). Covisint and Compuware are sometimes referred to herein separately as a “Party” and together as the “Parties”.
CONTRIBUTION AGREEMENT by and between COMPUWARE CORPORATION and COVISINT CORPORATION January 1, 2013Contribution Agreement • May 14th, 2013 • Covisint Corp • Services-computer processing & data preparation • Michigan
THIS CONTRIBUTION AGREEMENT, effective as of January 1, 2013 (the “Effective Date”), by and between Compuware Corporation, a Michigan corporation (“Compuware”), and Covisint Corporation, a Michigan corporation (“Covisint”). Compuware and Covisint are sometimes referred to herein separately as a “Party” and together as the “Parties”.
STOCK OPTION AGREEMENTStock Option Agreement • June 3rd, 2013 • Covisint Corp • Services-computer processing & data preparation
Pursuant to the 2009 Long Term Incentive Plan (the “Plan”) of Covisint Corporation (the “Corporation” or “Company”) and with the approval of the Corporation’s Board of Directors in accordance with the Plan, the Corporation grants you an option (the “Option”) to purchase [#shares] shares of Common Stock (the “Shares”) at $[price] per share, upon the terms and conditions contained in this Stock Option Agreement (the “Agreement”) and in the Plan. The Option is intended to be a Nonqualified Option. The Plan, as amended from time to time, is made a part of this Agreement and is available upon request. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, shall have the meanings given them in the Plan.
SEVERANCE AGREEMENTSeverance Agreement • August 7th, 2015 • Covisint Corp • Services-computer processing & data preparation • Michigan
WHEREAS, the Company considers it essential to the best interests of its business to foster the continued employment of key personnel; and
Re: Retention Bonus Dear Rico,Retention Bonus Agreement • August 31st, 2016 • Covisint Corp • Services-computer processing & data preparation
We consider your continued service and dedication to Covisint Corporation essential to our business plan. To induce you to remain employed with Covisint, and to address any concerns about your job security, we are pleased to offer you a retention bonus, as described in this letter agreement.
TAX SHARING AGREEMENT dated as of October 31, 2014 by and among COMPUWARE CORPORATION AND ITS AFFILIATES and COVISINT CORPORATION AND ITS AFFILIATESTax Sharing Agreement • November 6th, 2014 • Covisint Corp • Services-computer processing & data preparation • Michigan
This Second Amended and Restated Tax Sharing Agreement, dated as of October __, 2014, is effective as of the date hereof, by and among Compuware Corporation, a Michigan corporation (“Compuware”), each Compuware Affiliate (as defined below), Covisint Corporation, a Michigan corporation and currently a direct subsidiary of Compuware (“Covisint”), and each Covisint Affiliate (as defined below) (the “Effective Date”). Compuware, each Compuware Affiliate, Covisint, and each Covisint Affiliate are sometimes referred to herein separately as a “Party” and collectively as the “Parties”.
SEPARATION PAY AGREEMENT AND GENERAL RELEASESeparation Pay Agreement • August 7th, 2014 • Covisint Corp • Services-computer processing & data preparation • Michigan
THIS SEPARATION PAY AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into between David A. McGuffie (“Employee”) and Covisint Corporation (the “Company” or “Covisint”) a Michigan corporation, whose principal office is One Campus Martius, Suite 700, Detroit, Michigan 48226.
SOFTWARE LICENSE AND HOSTING SERVICES AGREEMENTSoftware License and Hosting Services Agreement • November 12th, 2015 • Covisint Corp • Services-computer processing & data preparation • California
THIS SOFTWARE LICENSE AND HOSTING SERVICES AGREEMENT, including the exhibits (“Agreement”), effective as of November 19, 2013 (“Effective Date”), is hereby made by and between Cisco Systems, Inc., a California corporation, having principal offices at 170 West Tasman Drive, San Jose, California 95134-1706 (“Cisco”, which term shall also include its Affiliates) and Covisint Corporation, a Michigan corporation, having principal offices at One Campus Martius, Detroit, Michigan 48226 (“Licensor”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 7th, 2014 • Covisint Corp • Services-computer processing & data preparation • Michigan
THIS AGREEMENT (the “Agreement”) is made effective as of July 1, 2014 (the “Grant Date”), between Covisint Corporation, a Michigan corporation (the “Corporation”), and the individual whose name is set forth above, who is an employee of the Corporation (the “Recipient”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Covisint Corporation 2009 Long Term Incentive Plan (the “Plan”), and the terms of the Plan are hereby incorporated by reference and made a part of this Agreement.
