INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2008 • Metastorm Inc • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 200 , by and between Metastorm Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
ContractDilution Agreement • May 13th, 2008 • Metastorm Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
LEASE AGREEMENT BETWEEN EDGEWOOD GENERAL PARTNERSHIP “Lessor/Landlord” AND METASTORM, INC., a Maryland corporation “Lessee/Tenant”Lease Agreement • May 13th, 2008 • Metastorm Inc
ContractMetastorm Inc • May 13th, 2008 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
ASSET PURCHASE AGREEMENT among SPOTLIGHT DATA SOLUTION, INC., MICHAEL D. ZISMAN and METASTORM INC. effective as of November 30, 2007Asset Purchase Agreement • May 13th, 2008 • Metastorm Inc • Maryland
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is effective as of November 30, 2007 (the “Effective Date”) among SPOTLIGHT DATA SOLUTION, INC., a Delaware corporation (“Seller”), Michael D. Zisman, a resident of the Commonwealth of Pennsylvania (“Zisman”), and METASTORM INC., a Maryland corporation (“Buyer” and, together with Seller, each a “Party” and collectively the “Parties”).
ContractAnti-Dilution Agreement • May 13th, 2008 • Metastorm Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
METASTORM, INC. 2004 OMNIBUS STOCK PLAN (THE “PLAN”) RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • May 13th, 2008 • Metastorm Inc • Maryland
This Restricted Stock Unit Grant Agreement (the “Agreement”) is entered into by and between Metastorm, Inc., a Maryland Corporation, (the “Corporation”) and , the (“Grantee”) effective as , the (“Grant Date”).
EVERGREEN ATRIUM 26261 Evergreen Road Southfield, Michigan LEASEEvergreen Atrium • May 13th, 2008 • Metastorm Inc • Michigan
This Lease is made between the 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”, 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.
STOCK PURCHASE AGREEMENT by and among METASTORM ACQUISITION COMPANY LLC, Acting in its capacity as general partner of METASTORM CV as Buyer and AD REM CONSULTING BVBA AND CARINE VANHOOREBEECK THE STOCKHOLDERS OF of PROCESS COMPETENCE B.V., as Sellers...Stock Purchase Agreement • May 13th, 2008 • Metastorm Inc • Maryland
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is effective as of this 19th day of November, 2007 (the “Effective Date”), by and among METASTORM ACQUISITION COMPANY LLC, a Maryland LLC acting in its capacity as general partner of METASTORM CV, a Dutch limited partnership (“Buyer”), and each of AD REM CONSULTING BVBA (“AD REM”), and CARINE VANHOOREBEECK (“VANHOOREBEECK,” together with Ad Rem, collectively, “Sellers”).
METASTORM, INC. NON-INTERFERENCE AND CONFIDENTIALITY AGREEMENT FOR EMPLOYEESNon-Interference and Confidentiality Agreement • May 13th, 2008 • Metastorm Inc • Maryland
THIS NON-INTERFERENCE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into on the day of , 20 (the “Effective Date”), by and between Metastorm, Inc., a Maryland corporation (the “Company”), and Employee (the “Employee”).
CONTRACT OF EMPLOYMENTMetastorm Inc • May 13th, 2008 • England and Wales
AGREEMENT AND PLAN OF MERGER between METASTORM INC., SOUNDVIEW, INC. and PROFORMA CORPORATION Dated as of July 31, 2007Agreement and Plan of Merger • May 13th, 2008 • Metastorm Inc • Maryland
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of July 31, 2007 (the “Execution Date”), is made between METASTORM INC., a Maryland corporation (the “Purchaser”), SOUNDVIEW, INC., a Maryland corporation and a wholly-owned subsidiary of Purchaser (the “Merger Sub”), and PROFORMA CORPORATION, a Michigan corporation (the “Company” and, together with Purchaser and Merger Sub, the “Parties”).
ContractMetastorm Inc • May 13th, 2008 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
ASSET PURCHASE AGREEMENT by and among COMMERCEQUEST, INC., COMMERCEQUEST UK LIMITED and METASTORM INC. September 22, 2005Asset Purchase Agreement • May 13th, 2008 • Metastorm Inc • Maryland
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 22nd day of September, 2005, by and among COMMERCEQUEST, INC., a corporation organized under the laws of the state of Florida (“CQ”) and COMMERCEQUEST UK LIMITED, a corporation registered in the United Kingdom and a wholly-owned subsidiary of CQ (“CQ UK” and, together with CQ, are sometimes individually referred to herein as “Seller” and collectively as “Sellers”); and METASTORM INC., a corporation organized under the laws of the state of Maryland (“Buyer”). CQ, CQ UK and Buyer are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2008 • Metastorm Inc • New York
THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 31, 2007, by and among (i) Metastorm Inc., a Maryland corporation (the “Company”), (ii) the purchasers (the “Series CC Investors”) of the Company’s Series CC Convertible Preferred Stock, par value $0.01 per share (the “Series CC Preferred Stock”), listed on Exhibit A hereto, (iii) the other Persons listed on Exhibit A hereto, and (iv) the other Persons that from time to time execute joinders to this Agreement.
