AMONG: VERITY, INC.,Stock Purchase Agreement • June 13th, 1997 • Verity Inc \De\ • Services-computer processing & data preparation • California
1 EXHIBIT 1 --------- VERITY, INC. AND FIRST NATIONAL BANK OF BOSTON Rights AgentRights Agreement • October 10th, 1996 • Verity Inc \De\ • Services-computer processing & data preparation • Delaware
RECITALSRights Agreement • July 29th, 1999 • Verity Inc \De\ • Services-computer processing & data preparation • Delaware
VERITY, INC.Loan and Security Agreement • April 14th, 1998 • Verity Inc \De\ • Services-computer processing & data preparation • California
VERITY, INC. COMMON STOCKUnderwriting Agreement • August 2nd, 1999 • Verity Inc \De\ • Services-computer processing & data preparation • New York
VERITY, INC.Loan and Security Agreement • January 12th, 1999 • Verity Inc \De\ • Services-computer processing & data preparation • California
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 20th, 2002 • Verity Inc \De\ • Services-computer processing & data preparation
EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 20th, 2002 • Verity Inc \De\ • Services-computer processing & data preparation • California
LOAN AGREEMENTLoan Agreement • August 29th, 2002 • Verity Inc \De\ • Services-computer processing & data preparation
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 5th, 2004 • Verity Inc \De\ • Services-computer processing & data preparation • California
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 2, 2004, by and among: VERITY, INC., a Delaware corporation (“Parent”); COLT ACQUISITION CORP., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”); CARDIFF SOFTWARE, INC., a California corporation (the “Company”); and ROBERT WADSWORTH as the Shareholders’ Representative (the “Shareholders’ Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EXHIBIT 10.34 [REGENT PACIFIC MANAGEMENT CORPORATION LETTERHEAD] June 10, 2002 Mr. Charles P. Waite, Jr., Director Mr. Steven M. Krausz, Director Verity, Inc. 894 Ross Drive Sunnyvale, CA 94089 RE: FIFTH AMENDMENT TO RETAINER AGREEMENT BETWEEN REGENT...Verity Inc \De\ • August 16th, 2002 • Services-computer processing & data preparation
VERITY, INC.Stock Option Agreement • January 23rd, 1998 • Verity Inc \De\ • Services-computer processing & data preparation • California
First Amendment to 892 Ross Drive lease dated March 15, 2004.Verity Inc \De\ • August 13th, 2004 • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO 892 ROSS DRIVE LEASE (this “Amendment”)is dated effective as of March 15, 2004 (the “Effective Date”), and is made by and between ROSS DRIVE INVESTORS, a California general partnership (“Landlord”), and VERITY, INC., a Delaware corporation (“Verity” or “Tenant”). This Amendment is made part of and modifies the Lease dated January 22, 1996, together with the Summary of Basic Lease Terms, the First Addendum to Lease, the Second Addendum to Lease, and the Acceptance Agreement applicable to the premises located at 892 Ross Drive, Sunnyvale, California (the “892 Ross Drive Lease”) It relates to that certain other Lease between Landlord and Tenant dated January 22, 1996, together with the Summary of Basic Lease Terms, the First Addendum to Lease, the Second Addendum to Lease, the Acceptance Agreement, the First Amendment to Lease dated June 20, 1996, the Second Amendment to Lease dated November 5, 1996 and the Third Amendment to Lease dated January 17, 1997, applicabl
EXHIBIT 10.42 March 4, 2003 Mr. Charles P. Waite, Jr., Director Mr. Steven M. Krausz, Director Verity, Inc. 894 Ross Drive Sunnyvale, CA 94089 RE: Sixth Amendment to Retainer Agreement between Regent Pacific Management Corporation and Verity, Inc....Verity Inc \De\ • April 10th, 2003 • Services-computer processing & data preparation
RecitalsConfidential Severance Option Agreement • August 27th, 1997 • Verity Inc \De\ • Services-computer processing & data preparation
Third Amendment to 894 Ross Drive lease dated January 17, 1997.Verity Inc \De\ • August 13th, 2004 • Services-computer processing & data preparation
This Third Amendment to Lease (the “Amendment”) is dated as of January 17, 1997, for reference purposes only, and is made between Ross Drive Investors, a California general partnership (“Landlord”) and Verity, Inc., a Delaware corporation (“Tenant”) with reference to the following facts and circumstances, which are conclusively agreed between the parties:
RE: Eighth Amendment to Retainer Agreement between Regent Pacific Management Corporation and Verity, Inc.Verity Inc \De\ • February 15th, 2005 • Services-computer processing & data preparation
This Eighth Amendment to Retainer Agreement sets forth certain amendments to the Retainer Agreement between Regent Pacific Management Corporation, a California corporation (“Regent Pacific”), and Verity, Inc., a Delaware corporation, and its wholly-owned and controlled subsidiaries (collectively, “Verity”) dated July 31, 1997, as amended on or about April 13, 1998, March 12, 1999, February 9, 2000, and March 13, 2001, June 10, 2002, March 4, 2003 and January 8, 2004 (the “Original Retainer Agreement”, “First Amendment”, “Second Amendment”, “Third Amendment”, “Fourth Amendment”, “Fifth Amendment”, “Sixth Amendment” and “Seventh Amendment” respectively). Except for the amendments expressly contained herein, the Original Retainer Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment and Seventh Amendment shall remain in full force and effect.
LOAN AGREEMENTLoan Agreement • August 29th, 2002 • Verity Inc \De\ • Services-computer processing & data preparation
First Amendment to 894 Ross Drive lease dated June 20, 1996.Verity Inc \De\ • August 13th, 2004 • Services-computer processing & data preparation
This First Amendment to Lease (the “Amendment”) is entered into on June 20,1996 (the “Effective Date”) by and between ROSS DRIVE INVESTORS, a California general partnership (“Landlord) and VERITY, INC., a Delaware corporation (“Tenant”).
EXHIBIT 10.26 March 12, 1999 Mr. Charles P. Waite, Jr., Director Mr. Steven M. Krausz, Director Verity, Inc. 894 Ross Drive Sunnyvale, CA 94089 RE: SECOND AMENDMENT TO RETAINER AGREEMENT BETWEEN REGENT PACIFIC MANAGEMENT CORPORATION AND VERITY, INC....Verity Inc \De\ • April 6th, 1999 • Services-computer processing & data preparation
VERITY, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • August 13th, 2004 • Verity Inc \De\ • Services-computer processing & data preparation • California
THIS NONSTATUTORY STOCK OPTION AGREEMENT (the “Option Agreement”) is made and entered into as of the date stated on the Notice of Grant of Stock Option which incorporates this Option Agreement by reference, by and between Verity, Inc. and the person named on the Notice of Grant of Stock Option (the “Optionee”).
1 EXHIBIT 10.23 [REGENT PACIFIC LETTERHEAD] April 13, 1998 Mr. Charles P. Waite, Jr., Director Mr. Steven M. Krausz, Director Verity, Inc. 894 Ross Drive Sunnyvale, CA 94089 Dear Messrs. Waite and Krausz: RE: AMENDMENT TO RETAINER AGREEMENT BETWEEN...Verity Inc \De\ • August 12th, 1998 • Services-computer processing & data preparation
Second Amendment to 894 Ross Drive lease dated November 5, 1996Verity Inc \De\ • August 13th, 2004 • Services-computer processing & data preparation
This Second Amendment to Lease (the “Amendment”) is dated as of November 5, 1996, for reference purposes only, and is made between Ross Drive Investors, a California general partnership (“Landlord”) and Verity, Inc., a Delaware corporation (“Tenant”) with reference to the following facts and circumstances, which are conclusively agreed between the parties:
AMENDMENT TO RIGHTS AGREEMENT BETWEEN VERITY, INC. AND BANK BOSTON, N.A.Rights Agreement • November 9th, 2005 • Verity Inc \De\ • Services-computer processing & data preparation • Delaware
THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made as of the 3rd day of November, 2005, by and between VERITY, INC., a Delaware corporation (the “Company”), and EQUISERVE TRUST COMPANY, N.A. (successor-in-interest to BankBoston, N.A.) (the “Rights Agent”).
RECITALSAgreement for Purchase and Sale • June 13th, 1997 • Verity Inc \De\ • Services-computer processing & data preparation • Alberta
1 [REGENT PACIFIC MANAGEMENT CORPORATION LETTERHEAD] July 31, 1997 Mr. Charles P. Waite, Jr., Director Mr. Steven M. Krausz, Director Verity, Inc. 894 Ross Drive Sunnyvale, CA 94089 Dear Messrs. Waite & Krausz: RE: Retainer Agreement between Regent...Verity Inc \De\ • August 27th, 1997 • Services-computer processing & data preparation
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 16th, 2004 • Verity Inc \De\ • Services-computer processing & data preparation • California
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 16, 2004, by and among VERITY, INC., a Delaware corporation (“Parent”); DIAMONDHEAD ACQUISITION CORP., a Colorado corporation and a wholly owned subsidiary of Parent (“Merger Sub”); DRALASOFT, INC., a Colorado corporation (the “Company”); and SURESH RAMASWAMY, in his individual capacity as the sole shareholder of the Company (“Founder”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
1 Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION6 Agreement and Plan of Reorganization • January 28th, 1997 • Verity Inc \De\ • Services-computer processing & data preparation • California
CARDIFF SOFTWARE, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 19th, 2004 • Verity Inc \De\ • Services-computer processing & data preparation
Cardiff Software, Inc. (the “Company”), pursuant to its 2000 Stock Option Plan (the “Plan”) has this day granted to you, the Optionee named above, an option to purchase shares of the common stock of the Company (“Common Stock”). This option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
Verity, Inc. KEY EMPLOYEE AGREEMENT FOR Anthony J. BettencourtKey Employee Agreement • August 27th, 2003 • Verity Inc \De\ • Services-computer processing & data preparation • California
This Key Employee Agreement (“Agreement”) by and between Anthony J. Bettencourt (“Executive”) and Verity, Inc., a Delaware corporation (the “Company”), is effective as of March 4, 2003 (the “Employment Date”).
RE: Seventh Amendment to Retainer Agreement between Regent Pacific Management Corporation and Verity, Inc.Verity Inc \De\ • January 9th, 2004 • Services-computer processing & data preparation
This Seventh Amendment to Retainer Agreement sets forth certain amendments to the Retainer Agreement between Regent Pacific Management Corporation, a California corporation (“Regent Pacific”), and Verity, Inc., a Delaware corporation, and its wholly-owned and controlled subsidiaries (collectively, “Verity”) dated July 31, 1997, as amended on April 13, 1998, March 12, 1999, February 9, 2000, and March 13, 2001, June 10, 2002 and March 4, 2003 (the “Original Retainer Agreement,” “First Amendment,” “Second Amendment,” “Third Amendment,” “Fourth Amendment,” “Fifth Amendment” and “Sixth Amendment” respectively). Except for the amendments expressly contained herein, the Original Retainer Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and Sixth Amendment shall remain in full force and effect.
RE: Sixth Amendment to Retainer Agreement between Regent Pacific Management Corporation and Verity, Inc.Term of Agreement • August 7th, 2003 • Verity Inc \De\ • Services-computer processing & data preparation
This Sixth Amendment to Retainer Agreement sets forth certain amendments to the Retainer Agreement between Regent Pacific Management Corporation, a California corporation (“Regent Pacific”), and Verity, Inc., a Delaware corporation, and its wholly-owned and controlled subsidiaries (collectively, “Verity”) dated July 31, 1997, as amended on April 13, 1998, March 12, 1999, February 9, 2000, and March 13, 2001 and June 10, 2002 (the “Original Retainer Agreement”, “First Amendment”, “Second Amendment”, “Third Amendment”, “Fourth Amendment” and “Fifth Amendment” respectively). Except for the amendments expressly contained herein, the Original Retainer Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth Amendment shall remain in full force and effect.
