EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of October 3, 2006, between Net Perceptions, Inc., a Delaware corporation, (the “Company”) and Paul Vesey (the “Employee”).
ESCROW AGREEMENTEscrow Agreement • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software • Delaware
This ESCROW AGREEMENT (this “Agreement”), is made as of the 3rd day of October, 2006, among CRC ACQUISITION CO. LLC, a Delaware Limited Liability Company (“Seller”); SIG Acquisition Corp., a Delaware corporation (“Purchaser”) and THE BANK OF NEW YORK (the “Escrow Agent”, which term shall include any successor escrow agent appointed in accordance with Section 3.6(c) hereof).
CREDIT AGREEMENT among SIG ACQUISITION CORP., as Borrower THE LENDERS PARTY HERETO, as Lenders and LASALLE BANK NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software
The Lenders have agreed to make available to Borrower a term loan, a revolving credit facility (which includes letters of credit and swing line loans) and a capex credit facility upon the terms and conditions set forth herein.
FORM OF SWING LINE NOTESwing Line Note • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software
FOR VALUE RECEIVED, the undersigned, SIG ACQUISITION CORP., a Delaware corporation (“Borrower”), promises to pay to the order of LaSalle Bank National Association (“Swing Line Lender”) at the main office of LaSalle Bank National Association, as Administrative Agent, as hereinafter defined, at 135 South LaSalle Street, Chicago, Illinois 60603, the principal sum of
GUARANTY AND COLLATERAL AGREEMENT dated as of October 3, 2006 among NET PERCEPTIONS, INC., SIG ACQUISITION CORP. and THE OTHER PARTIES HERETO, as Grantors, and LASALLE BANK NATIONAL ASSOCIATION, as Administrative AgentGuaranty and Collateral Agreement • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software
This GUARANTY AND COLLATERAL AGREEMENT dated as of October 3, 2006 (this “Agreement”), is entered into among NET PERCEPTIONS, INC., a Delaware corporation (“Parent”), SIG ACQUISITION CORP., a Delaware corporation (“Borrower”), and each other Person signatory hereto as a Grantor (together with Parent, Borrower and any other Person that becomes a party hereto as provided herein, collectively, the “Grantors”) in favor of LASALLE BANK NATIONAL ASSOCIATION, as the administrative agent for the Lenders, as defined in the Credit Agreement (as hereafter defined), party to the Credit Agreement (“Administrative Agent”).
Net Perceptions, Inc. One Landmark Square, 22nd Floor Stamford, CT 06901 Tel. (203) 428.2040Asset Purchase Agreement • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software • Delaware
THIS AGREEMENT is made as of September 22, 2006 (the “Effective Date”), by and among CRC ACQUISITION CO. LLC, a Delaware limited liability company (“Seller”); NET PERCEPTIONS, INC., a Delaware corporation (“Purchaser Parent”); and SIG ACQUISITION CORP., a Delaware corporation (“Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software • Delaware
Subject to the terms and conditions set forth in this Agreement, the undersigned (“Equityholder”) hereby irrevocably agrees to purchase 3,529,412 unregistered shares of common stock, par value $0.0001 per share, of the Company (the “Reinvestment Shares”) for the purchase price of $0.85 per share (the “Reinvestment Share Price”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Asset Purchase Agreement among Equityholder, the Company and Purchaser, dated as of September 22, 2006 (the “Asset Purchase Agreement”).
EQUITYHOLDER REGISTRATION RIGHTS AGREEMENTEquityholder Registration Rights Agreement • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software • Delaware
This Equityholder Registration Rights Agreement (this “Agreement”) is entered into as of October 3, 2006 by and between NET PERCEPTIONS, INC., a Delaware corporation (the “Company”); and (ii) CRC ACQUISITION CO. LLC (the “Equityholder”).
Stock Option Agreement Net Perceptions, Inc. with Albert W. WeggemanStock Option Agreement • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software • Delaware
Whereas, the Company and the Optionee have entered into an employment agreement dated as of September 22, 2006 (the "Employment Agreement"), pursuant to which the Optionee shall serve as the Company's President and Chief Executive Officer; and
FORM OF CAPEX NOTECapex Note • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software
FOR VALUE RECEIVED, the undersigned, SIG ACQUISITION CORP., a Delaware corporation (“Borrower”) promises to pay to the order of [_________] (“Lender”) at the main office of LaSalle Bank National Association, as Administrative Agent, as hereinafter defined, at 135 South LaSalle Street, Chicago, Illinois 60603, the principal sum of
FORM OF TERM NOTETerm Note • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software • Illinois
FOR VALUE RECEIVED, the undersigned, SIG ACQUISITION CORP., a Delaware corporation (“Borrower”) promises to pay to the order of [_________] (“Lender”) at the main office of LaSalle Bank National Association, as Administrative Agent, as hereinafter defined, at 135 South LaSalle Street, Chicago, Illinois 60603, the principal sum of
FORM OF REVOLVING CREDIT NOTERevolving Credit Note • October 10th, 2006 • Net Perceptions Inc • Services-prepackaged software • New York
FOR VALUE RECEIVED, the undersigned, SIG ACQUISITION CORP., a Delaware corporation (“Borrower”), promises to pay, on the Termination Date, as defined in the Credit Agreement (as hereinafter defined), to the order of _________ (“Lender”) at the main office of LaSalle Bank National Association, as Administrative Agent, as hereinafter defined, at 135 South LaSalle Street, Chicago, Illinois 60603, the principal sum of
