CONTENTSAgreement and Plan of Merger • April 14th, 1999 • Avt Corp • Services-prepackaged software • California
EXHIBIT 99.3 APPLIED VOICE TECHNOLOGY, INC. NONQUALIFIED STOCK OPTION LETTER AGREEMENT TO: Bradley H. Feder Date of Grant: January 2, 1996 We are pleased to inform you that you have been selected by the Board of Directors (the "Board") of Applied...Applied Voice Technology Inc /Wa/ • December 15th, 1997 • Services-prepackaged software
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND NO INTEREST THEREIN MAY BE SOLD,...Applied Voice Technology Inc /Wa/ • January 23rd, 1997 • Services-prepackaged software • Washington
EXHIBIT 10.11 LEASE AGREEMENT THIS LEASE AGREEMENT, made and entered into by and between Riggs Bank N.A. as trustee of the Multi-Employer Property Trust, hereinafter referred to as "Landlord", and Applied Voice Technology Inc., a Washington...Lease Agreement • March 30th, 1998 • Applied Voice Technology Inc /Wa/ • Services-prepackaged software
EXHIBIT 10.10 FOURTH AMENDMENT TO LEASE THIS FOURTH AMENDMENT TO LEASE is made this 9th day of November, 2000, by and between Riggs Bank N.A., as Trustee for the Multi-Employer Property Trust, successor in interest to Riggs National Bank of Washington...Lease • March 29th, 2001 • Avt Corp • Services-prepackaged software
Exhibit 2.1 RIGHTS AGREEMENT Dated as of January 24, 2001Rights Agreement • February 2nd, 2001 • Avt Corp • Services-prepackaged software • New York
EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG AVT CORPORATION, RAVEN ACQUISITION CORP., INFINITE TECHNOLOGIES, INC.,Agreement and Plan of Merger • January 17th, 2001 • Avt Corp • Services-prepackaged software • Washington
Exhibit 99.2 ------------ AVT Corporation NONQUALIFIED STOCK OPTION LETTER AGREEMENT TO: David Anastasi Date of Grant: November 15, 2000 In accordance with the Employment Agreement dated as of October 26, 2000 (the "Employment Agreement"), the Board...Avt Corp • April 9th, 2001 • Services-prepackaged software
EXHIBIT 99.4 APPLIED VOICE TECHNOLOGY, INC. NONQUALIFIED STOCK OPTION LETTER AGREEMENT TO: Joseph J. Cracchiolo Date of Grant: January 2, 1996 We are pleased to inform you that you have been selected by the Board of Directors (the "Board") of Applied...Applied Voice Technology Inc /Wa/ • December 15th, 1997 • Services-prepackaged software
Exhibit B JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13G being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange...Joint Filing Agreement • May 9th, 2005 • Captaris Inc • Services-prepackaged software
This Agreement is filed as an exhibit to Schedule 13G being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein.
Exhibit 99.3 ------------ AVT Corporation NONQUALIFIED STOCK OPTION LETTER AGREEMENT TO: Tom Ryan Date of Grant: December 14, 2000 The Board of Directors (the "Board") of AVT Corporation (the "Company") is pleased to grant you a nonqualified stock...Avt Corp • April 9th, 2001 • Services-prepackaged software
EXHIBIT 10.19 AVT Corporation NONQUALIFIED STOCK OPTION LETTER AGREEMENT TO: David Anastasi Date of Grant: November 15, 2000 In accordance with the Employment Agreement dated as of October 26, 2000 (the "Employment Agreement"), the Board of Directors...Letter Agreement • March 29th, 2001 • Avt Corp • Services-prepackaged software
EXHIBIT 99.2 APPLIED VOICE TECHNOLOGY, INC. NONQUALIFIED STOCK OPTION LETTER AGREEMENT TO: Lloyd Johnson Date of Grant: October 22, 1997 We are pleased to inform you that you have been selected by the Board of Directors (the "Board") of Applied Voice...Applied Voice Technology Inc /Wa/ • December 15th, 1997 • Services-prepackaged software
EXHIBIT 10.10 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE is made this 28th day of May, 1997, by and between Riggs Bank N.A., as Trustee for the Multi-Employer Property Trust, successor in interest to Riggs National Bank of Washington D.G.,...Lease • March 30th, 1998 • Applied Voice Technology Inc /Wa/ • Services-prepackaged software
EXHIBIT 10.18 DAVID P. ANASTASI EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of October 26, 2000 between AVT Corporation, a Washington corporation ("AVT or "Employer") and David P. Anastasi...Employment Agreement • March 29th, 2001 • Avt Corp • Services-prepackaged software • Washington
DAVID SOHMEmployment Agreement • March 29th, 2000 • Avt Corp • Services-prepackaged software • Washington
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • October 31st, 2008 • Captaris Inc • Services-prepackaged software
This Amended and Restated Change in Control Agreement (this “Agreement”), dated as of September 3, 2008, is between Captaris, Inc., a Washington corporation (the “Company”), and Lynne Sederholm (the “Executive”).
CREDIT AGREEMENT by and among CAPTARIS, INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, LLC as the Arranger and Administrative Agent Dated as of January 2, 2008Credit Agreement • January 8th, 2008 • Captaris Inc • Services-prepackaged software • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of January 2, 2008, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CAPTARIS, INC., a Washington corporation (“Borrower”).
AGREEMENT AND PLAN OF MERGER by and among OPEN TEXT CORPORATION, OPEN TEXT, INC., OASIS MERGER CORP., and CAPTARIS, INC. SEPTEMBER 3, 2008Agreement and Plan of Merger • September 8th, 2008 • Captaris Inc • Services-prepackaged software • Washington
AGREEMENT AND PLAN OF MERGER, dated as of September 3, 2008 (this “Agreement”), by and among CAPTARIS, INC., a Washington corporation (the “Company”), OPEN TEXT CORPORATION, a Canadian corporation (the “Guarantor”), OPEN TEXT, INC., an Illinois corporation and indirect wholly-owned subsidiary of the Guarantor, (“Parent”), and OASIS MERGER CORP., a Washington corporation and wholly-owned subsidiary of Parent (“Merger Sub”).
EXHIBIT 10.7 [LOGO OF U.S.BANK] BUSINESS LOAN AGREEMENTBusiness Loan Agreement • March 30th, 1998 • Applied Voice Technology Inc /Wa/ • Services-prepackaged software • Washington
RECITALSEscrow Agreement • January 17th, 2001 • Avt Corp • Services-prepackaged software • New York
EXHIBIT 99.3 AVT Corporation NONQUALIFIED STOCK OPTION LETTER AGREEMENT TO: Thomas Ryan Date of Grant: April 14, 1999 We are pleased to inform you that you have been selected by the Board of Directors (the "Board") of AVT Corporation (the "Company")...Option Letter Agreement • April 29th, 1999 • Avt Corp • Services-prepackaged software
Exhibit 10.20 AVT Corporation NONQUALIFIED STOCK OPTION LETTER AGREEMENT TO: Tom Ryan Date of Grant: December 14, 2000 The Board of Directors (the "Board") of AVT Corporation (the "Company") is pleased to grant you a nonqualified stock option for the...Nonqualified Stock Option Letter Agreement • March 29th, 2001 • Avt Corp • Services-prepackaged software
RECITALSEscrow and Indemnification Agreement • April 14th, 1999 • Avt Corp • Services-prepackaged software • New York
EXHIBIT 10.20 [LOGO OF US BANK] BUSINESS LOAN AGREEMENTBusiness Loan Agreement • March 29th, 2000 • Avt Corp • Services-prepackaged software • Washington
OFFICE SPACE LEASE Captaris, Inc.Letter Agreement • November 9th, 2007 • Captaris Inc • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER BY AND AMONG CAPTARIS, INC. MERLOT ACQUISITION CORPORATION AND CASTELLE DATED AS OF APRIL 25, 2007Agreement and Plan of Merger • April 30th, 2007 • Captaris Inc • Services-prepackaged software • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 25, 2007, by and among Captaris, Inc., a Washington corporation (“Parent”), Merlot Acquisition Corporation, a California corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and Castelle, a California corporation (the “Company”).
CAPTARIS, INC. AMENDMENT TO CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 8th, 2007 • Captaris Inc • Services-prepackaged software
This Amendment to Change of Control Agreement (this “Amendment”) is entered into as of March 23, 2007 by and between Captaris, Inc., a Washington corporation (“Captaris”), and David P. Anastasi (“Executive”).
RESIGNATION AND RELEASE AGREEMENTResignation and Release Agreement • March 19th, 2004 • Captaris Inc • Services-prepackaged software
This Resignation and Release Agreement (“Agreement”) is entered into by and between Captaris, Inc. (“Captaris”) and Jeffrey B. deCillia (“Executive”) to set forth the terms and conditions of Executive’s separation from Captaris. In exchange for the benefits, that Executive acknowledges are over and above that to which he would otherwise be entitled, Executive agrees to execute this Agreement which includes a full release of all known and unknown claims.
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENTThe Rights Agreement • September 8th, 2008 • Captaris Inc • Services-prepackaged software • New York
This Amendment No. 1 (this “Amendment”) to the Rights Agreement dated as of January 24, 2001 (the “Rights Agreement”) between Captaris, Inc., a Washington corporation (formerly AVT Corporation) (the “Company”), and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”) is made as of September 3, 2008.
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 1999 • Avt Corp • Services-prepackaged software • Washington
SECOND EXTENSION AGREEMENTSecond Extension Agreement • March 19th, 2004 • Captaris Inc • Services-prepackaged software
This SECOND EXTENSION AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2003 by and between Captaris, Inc. (herein “Company”) and Jeffrey B. deCillia (herein “Executive”).
AMENDMENT NUMBER ONE TO CREDIT AGREEMENTCredit Agreement • August 8th, 2008 • Captaris Inc • Services-prepackaged software • California
This Amendment Number One to Credit Agreement (this “Amendment”) is entered into as of March 27, 2008, by and among CAPTARIS, INC., a Washington corporation (“Borrower”), WELLS FARGO FOOTHILL, LLC, as administrative agent (“Agent”) and sole Lender under that certain Credit Agreement dated January 2, 2008, by and among Borrower, Agent and the Lenders (as amended, restated, extended, renewed, replaced or otherwise modified from time to time, the “Credit Agreement”), with respect to the following:
EXTENSION AGREEMENTExtension Agreement • March 19th, 2004 • Captaris Inc • Services-prepackaged software
This EXTENSION AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2003 by and between Captaris, Inc. (herein “Company”) and Jeffrey B. deCillia (herein “Executive”).
SALE AND PURCHASE AGREEMENT REGARDING THE SALE AND PURCHASE OF ALL SHARES IN OCÉ DOCUMENT TECHNOLOGIES GMBHSale and Purchase Agreement • December 28th, 2007 • Captaris Inc • Services-prepackaged software
WHEREAS, the Seller is a limited partnership (Kommanditgesellschaft) organized under the laws of Germany, and the sole shareholder in Océ Document Technologies GmbH;
