WITNESSETH:Agreement and Plan of Merger • May 31st, 2006 • Unify Corp • Services-prepackaged software • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2004 • Unify Corp • Services-prepackaged software • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 26th day of April, 2004 by and among UNIFY CORPORATION, a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).
DATE: AUGUST 30, 2000 THIRD AMENDMENT TO OFFICE BUILDING LEASE DATED DECEMBER 17, 1999 BY AND BETWEEN THE CAMBAY GROUP, A CALIFORNIA CORPORATION, AS LANDLORD AND UNIFY CORPORATION, AS TENANTOffice Building Lease • December 22nd, 2000 • Unify Corp • Services-prepackaged software
PURCHASE AGREEMENTPurchase Agreement • July 21st, 2004 • Unify Corp • Services-prepackaged software • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 23rd day of April, 2004 by and among UNIFY CORPORATION, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 21st, 2011 • Daegis Inc. • Services-prepackaged software • California
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2011, among Unify Corporation , a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 1st, 2009 • Unify Corp • Services-prepackaged software • New York
This Investor Rights Agreement (this “Agreement”) is made and entered into as of June [__], 2009 among Unify Corporation, a Delaware corporation (the “Company”), and each of the investors executing this Agreement and listed on Schedule 1 attached hereto (the “New Investors”), each of the investors executing this Agreement and listed on Schedule 2 attached hereto (the “Prior Investors”) and each of the investors executing this Agreement and listed on Schedule 3 attached hereto (the “Management Investors” and, collectively with the New Investors and the Prior Investors, the “Investors”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 14th, 2015 • Daegis Inc. • Services-prepackaged software • Delaware
This Indemnity Agreement, dated as of , 20 , is made by and between Daegis Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • November 29th, 2006 • Unify Corp • Services-prepackaged software
AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of November, 2006, by and between COMVEST CAPITAL LLC, a Delaware limited liability company (the “Lender”), and UNIFY CORPORATION, a Delaware corporation (the “Borrower”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2010 • Unify Corp • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made as of June 29, 2010 by Unify Corporation, a Delaware corporation (the “Company”), for the benefit of the Holders (as such term is hereinafter defined). The Company hereby confirms that the rights granted under this Agreement constitute a material inducement to the Holders to participate in (i) the merger of Strategic Office Solutions, Inc., a California corporation doing business as Daegis (“Daegis”), with Unify Acquisition Corp., a California corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to the Merger Agreement (as defined herein) and (ii) in the Warrant (as defined herein), as applicable. Each Holder, by its participation or request to participate in any Registration effected pursuant to this Agreement, shall be deemed to have confirmed such Holder’s agreement to comply with the applicable provisions of this Agreement.
AGREEMENT AND PLAN OF MERGER by and among DAEGIS INC., OPEN TEXT CORPORATION and COMPANY D MERGER SUB INC. October 8, 2015Merger Agreement • October 14th, 2015 • Daegis Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated October 8, 2015, is entered into by and among DAEGIS INC., a Delaware corporation (the “Company”), OPEN TEXT CORPORATION, a Canadian corporation (“Parent”), and COMPANY D MERGER SUB INC., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 15th, 2006 • Unify Corp • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 14 2006 (this “Agreement”), is entered into by and among Warp Technology Holdings, Inc., operating under the name Halo Technology Holdings, a Nevada corporation (“Parent”), UCA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Unify Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are collectively referred to herein as the “Parties.”
CREDIT AGREEMENT***Credit Agreement • December 8th, 2011 • Daegis Inc. • Services-prepackaged software • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATION, a Delaware corporation (“Borrower”).
Exhibit B to Stock Purchase Agreement REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2005 • Unify Corp • Services-prepackaged software • California
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 2nd day of February, 2005 by and among UNIFY CORPORATION, a Delaware corporation (the “Company”), and Daniel Romine and Carrie Romine, collectively, as “Sellers” named in that certain Stock Purchase Agreement by and among the Company and the Sellers dated of even date herewith (the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENT***Registration Rights Agreement • October 21st, 2011 • Daegis Inc. • Services-prepackaged software • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2011, by and among Unify Corporation, a Delaware corporation (the “Company”), and BlueLine Catalyst Fund IX LP (the “Purchaser”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 12th, 2014 • Daegis Inc. • Services-prepackaged software • Texas
This Executive Employment Agreement (“Agreement”) is made effective as of December 10, 2014 (“Effective Date”), by and between Daegis, Inc. (the “Company”) and Timothy P. Bacci (the “Executive”).
LOAN AND SECURITY AGREEMENT dated as of June 29, 2010 among UNIFY CORPORATION, as Borrower, The Guarantors Party Hereto From Time to Time, and HERCULES TECHNOLOGY II, L.P., as LenderLoan and Security Agreement • August 3rd, 2011 • Daegis Inc. • Services-prepackaged software • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 29, 2010 and is entered into by and among (i) UNIFY CORPORATION, a Delaware corporation (hereinafter referred to as “Borrower”), (ii) each other Person identified as a “Guarantor” hereto from time to time, and (iii) HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership (“Lender”).
ContractSubordination Agreement • September 1st, 2009 • Unify Corp • Services-prepackaged software • New York
THIS SECURITY AND THE RIGHTS PROVIDED HEREIN ARE SUBJECT IN ALL RESPECTS TO THE TERMS OF THE THIRD AMENDED AND RESTATED SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH AMONG THE AGENT OF THE PAYEE, THE AGENT OF THE HOLDERS OF THE SERIES A 6% SECURED CONVERTIBLE PROMISSORY NOTES, THE SERIES B 6% SECURED CONVERTIBLE PROMISSORY NOTES, THE SERIES C 6% SECURED CONVERTIBLE PROMISSORY NOTES, THE SERIES D 6% SECURED CONVERTIBLE PROMISSORY NOTES AND THE SERIES E 6% SECURED CONVERTIBLE PROMISSORY NOTES AND SAND HILL FINANCE, LLC.
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • September 20th, 2006 • Unify Corp • Services-prepackaged software • Delaware
THIS PURCHASE AND EXCHANGE AGREEMENT (the “Agreement”), dated as of September 13, 2006 by and between Unify Corporation, a Delaware corporation (“Unify”), and Halo Technology Holdings, Inc., a Nevada corporation (“Halo”).
AMENDMENT NUMBER NINE AND FORBEARANCE AGREEMENTAmendment Number Nine and Forbearance Agreement • August 5th, 2015 • Daegis Inc. • Services-prepackaged software • California
This Amendment Number Nine and Forbearance Agreement (“Agreement”) is entered into as of July 31, 2015, by and among WELLS FARGO CAPITAL FINANCE, LLC., a Delaware limited liability company as agent for the Lenders set forth in the signature pages of this Amendment and the Lenders (in such capacity, “Agent”) on the one hand, and DAEGIS INC., a Delaware corporation (“Borrower”), and each of the guarantors identified in the signature pages to this Agreement (together with Parent, each a Guarantor and collectively, the “Guarantors”), on the other hand, in light of the following:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 2nd, 2013 • Daegis Inc. • Services-prepackaged software
This Executive Employment Agreement (“Agreement”) is made effective as of May 28, 2013 (“Effective Date”), by and between Daegis, Inc. (the “Company”) and Susan K. Conner (the “Executive”).
AMENDMENT NO. 1 TO PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • November 29th, 2006 • Unify Corp • Services-prepackaged software • Delaware
This Amendment No. 1 to Purchase and Exchange Agreement, is dated as of November __, 2006 (this “Amendment”), among Halo Technology Holdings, Inc., a Nevada corporation (“Halo”) and Unify Corporation, a Delaware corporation (the “Unify”).
AMENDMENT NUMBER TEN AND AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • October 14th, 2015 • Daegis Inc. • Services-prepackaged software • California
This Amendment Number Ten and Amended and Restated Forbearance Agreement (“Agreement”) is entered into as of October 8, 2015, by and among WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company as agent for the Lenders set forth in the signature pages of this Amendment and the Lenders (in such capacity, “Agent”) on the one hand, and DAEGIS INC., a Delaware corporation (“Borrower”), and each of the guarantors identified in the signature pages to this Agreement (together with Parent, each a Guarantor and collectively, the “Guarantors”), on the other hand, in light of the following:
AMENDMENT NUMBER FIVE TO CREDIT AGREEMENTCredit Agreement • August 6th, 2014 • Daegis Inc. • Services-prepackaged software • California
THIS AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT (this “Amendment”), dated August 5, 2014, effective as of July 31, 2014 (the “Fifth Amendment Effective Date”), is entered into by and among WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), each Lender party hereto, and DAEGIS INC., a Delaware corporation (“Borrower”).
FORM OF STOCKHOLDER AGREEMENTStockholder Agreement • March 15th, 2006 • Unify Corp • Services-prepackaged software • Delaware
This STOCKHOLDER AGREEMENT, is dated as of March 14, 2006, by and between Warp Technology Holdings, Inc., a Nevada corporation doing business as “Halo Technology Holdings” (“Parent”), and the undersigned, holder (“Stockholder”) of shares of common stock (“Company Common Stock”), of Unify Corporation, a Delaware corporation (“Company”).
TERMINATION AGREEMENTTermination Agreement • September 20th, 2006 • Unify Corp • Services-prepackaged software • Delaware
This TERMINATION AGREEMENT, dated as of September 13, 2006 (this “Agreement”), is entered into by and between Halo Technology Holdings, Inc., formerly Warp Technology Holdings, Inc., a Nevada corporation (“Parent”), UCA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Unify Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are separately referred to herein as a “Party,” and collectively referred to herein as the “Parties.”
August 13th, 2014 Frank Verardi 13751 Cassinelli Ranch Road P.O. Box 1328 Sutter Creek, CA 95685 Dear Frank: The letter sets forth the terms of your severance agreement with Daegis Inc. (“Daegis”).Severance Agreement • August 26th, 2014 • Daegis Inc. • Services-prepackaged software
Although Daegis or you may terminate your employment at-will, with or without Cause, if Daegis terminates your employment without Cause or upon a Change in Control, you shall receive (1) cash severance payments equivalent to six (6) months of your base salary then in effect on the termination date, payable as “salary continuation” in accordance with Daegis’ regular payroll cycle, commencing on the first payroll period that is 31 days following the termination date; and (2) continuation of your existing health insurance benefits for a six (6) month period, if permitted by Daegis’ health insurance plan (at the then-current contribution levels), or, if not permitted by Daegis’ health insurance plan, Daegis will reimburse you for the cost of six (6) months of COBRA health insurance continuation benefits (assuming you are COBRA-eligible), or Medicare supplement insurance premiums.
AGREEMENT AND PLAN OF MERGER by and among UNIFY CORPORATION, UNIFY ACQUISITION CORP., STRATEGIC OFFICE SOLUTIONS, INC. (d/b/a DAEGIS) and with respect to Sections 8.2(a)(i), 9.13 and 9.14, the SHAREHOLDERS listed on the Signature Pages hereto Dated as...Merger Agreement • July 1st, 2010 • Unify Corp • Services-prepackaged software • California
Page ARTICLE 1 DEFINITIONS 2 1.1 Defined Terms 10 1.2 Interpretation Provisions 10 ARTICLE 2 THE MERGER 10 2.1 The Merger 10 2.2 Effective Time 11 2.3 Effect of the Merger 11 2.4 Articles of Incorporation; Bylaws 11 2.5 Directors and Officers 12 2.6 Effect on Company Stock 12 2.7 Delivery of Merger Consideration 13 2.8 No Further Ownership Rights in Shares of Company Stock 14 2.9 Lost, Stolen or Destroyed Certificates 14 2.10 Calculation of Merger Consideration 14 2.11 Section 338(h)(10) Election 17 2.12 Taking of Necessary Action; Further Action 17 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF COMPANY 17 3.1 Organization of Company 18 3.2 No Subsidiaries; No Interest in Other Entities 18 3.3 Capitalization of Company 18 3.4 Unlawful Payments and Contributions 19 3.5 Authorization 19 3.6 Officers and Directors 19 3.7 Bank Accounts 20 3.8 Assets 20 3.9 Material Contracts 20 3.10 No Conflict or Violation; Consents 22 3.11 Permits 23 3.12 Financial Statements; Books and Records 23 3.13 Abse
JOINT FILING AGREEMENTJoint Filing Agreement • September 3rd, 2010 • Unify Corp • Services-prepackaged software
AMENDMENT NO. 4 TO REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • September 5th, 2008 • Unify Corp • Services-prepackaged software • New York
WHEREAS, the Lender and the Borrower are parties to a Revolving Credit and Term Loan Agreement dated as of November 20, 2006, as amended by Amendment No. 1 dated as of May 4, 2007 and Amendment No. 3 dated March 3, 2008 and by a letter agreement dated January 25, 2008 (collectively, the “Loan Agreement”), the terms and conditions of which are hereby incorporated herein by reference; and
January 8, 2002Office Building Lease • July 21st, 2004 • Unify Corp • Services-prepackaged software
FOURTH AMENDMENT TO OFFICE BUILDING LEASE DATED DECEMBER 17, 1999 BY AND BETWEEN THE CAMBAY GROUP INC., A CALIFORNIA CORPORATION, AS LANDLORD AND UNIFY CORPORATION, AS TENANT.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • May 9th, 2005 • Unify Corp • Services-prepackaged software • California
This Separation Agreement and Release (the “Agreement”) is made by and between Unify Corporation, a Delaware corporation (the “Company”) and Kurt Garbe, an individual (“Director”).
Confirmation re Closing Documents June 6, 2003Loan and Security Agreement • July 17th, 2003 • Unify Corp • Services-prepackaged software • California
This will confirm that we have not made any changes in any of the Loan Documents and that they were signed as they were submitted to us.
September 14, 2015 Minesh Patel 708 Castle Creek Drive Coppell, TX 75019 Dear Minesh, This letter sets forth the terms of your severance agreement with Daegis Inc. (“Daegis”).Severance Agreement • September 14th, 2015 • Daegis Inc. • Services-prepackaged software
Although Daegis or you may terminate your employment at-will, with or without Cause, if Daegis or its successors terminate your employment without Cause or upon a Change in Control, you shall receive cash severance payments equivalent to six (6) months of your base salary then in effect on the termination date, payable as “salary continuation” in accordance with Daegis’ regular payroll cycle, commencing on the first payroll period that is 31 days following the termination date; and (2) continuation of your existing health insurance benefits for a six (6) month period, if permitted by Daegis’ health insurance plan (at the then-current contribution levels), or, if not permitted by Daegis’ health insurance plan, Daegis will reimburse you for the cost of six (6) months of COBRA health insurance continuation benefits (assuming you are COBRA-eligible.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 11th, 2006 • Unify Corp • Services-prepackaged software • Delaware
This Amendment No. 2 to Merger Agreement dated as of July 5, 2006 (this “Amendment”), among Halo Technology Holdings, Inc., a Nevada corporation (“Parent”), UCA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Unify Corporation, a Delaware corporation (the “Company”).
THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATE TO THE OBLIGATION OF THE COMPANY TO PAY THE SENIOR DEBT (AS DEFINED IN SECTION 13 HEREIN BELOW) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, SECTION 13 BELOW.Subordinated Purchase Note • July 1st, 2010 • Unify Corp • Services-prepackaged software • California
This Note and the Buyer Common Stock issuable upon conversion hereof (until such time, if any, as such Buyer Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and may not be sold, offered for sale of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Company receives an opinion, in form and from counsel reasonably acceptable to the Company, that registration, qualification or other such actions are not required under any such laws.
