LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 13th, 2006 • SALARY.COM, Inc • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 10, 2006 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and SALARY.COM, INC. a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDMENT NO. 1 TO SUBLEASESublease • November 13th, 2006 • SALARY.COM, Inc
WHEREAS, Sublandlord and Subtenant have entered into a Sublease (the “Sublease”), dated as of January 6, 2006, pursuant to which the Sublandlord agreed to sublet approximately 51, 291 rentable square feet of office space located at 195 West Street, Waltham, Massachusetts 02451.
AMENDMENT NO. 1 TO AGREEMENT FOR EXTENSION OF CREDITAgreement for Extension of Credit • November 13th, 2006 • SALARY.COM, Inc
WHEREAS, on April 11, 2003 Salary.com, Inc. (“Salary.com”) entered into an Agreement for the Extension of Credit & Conversion of Existing Indebtedness (the “Credit Agreement,” a true and accurate copy of which is attached hereto as Exhibit A) with Wianno Ventures, LLC (“Wianno”);
SALARY.COM, INC. STOCK OPTION AGREEMENTStock Option Agreement • November 13th, 2006 • SALARY.COM, Inc • Delaware
Salary.com, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2004 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof.
ASSIGNMENT AGREEMENTAssignment Agreement • November 13th, 2006 • SALARY.COM, Inc
WHEREAS, on April 11, 2003 Salary.com, Inc. (“Salary.com”) entered in an Agreement for the Extension of Credit & Conversion of Existing Indebtedness (the “Credit Agreement,” a true and accurate copy of which is attached hereto as Exhibit A) with Wianno Ventures, LLC (“Wianno”);
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2006 • SALARY.COM, Inc • Delaware
This Second Amended and Restated Registration Rights Agreement (as the same may be amended or modified from time to time, the “Agreement”) is made as of the 18th day of December, 2003, by and among (i) Salary.com, Inc., a Delaware corporation (the “Company”), and (ii) the holders of the Company’s outstanding Series A Convertible Preferred Stock, $0.0001 par value per share (the “Series A Preferred Shares”), identified as “Series A Holders” on Schedule A hereto (the “Series A Holders”), (iii) the holders of the Company’s outstanding Series B Convertible Preferred Stock, $0.0001 par value per share (the “Series B Preferred Shares”), identified as “Series B Holders” on Schedule A hereto (the “Series B Holders”), (iv) the holders of the Company’s outstanding Series C Convertible Preferred Stock, $0.0001 par value per share (the “Series C Preferred Shares”), identified as “Series C Holders” on Schedule A hereto (the “Series C Holders”), (v) the holders of the Company’s outstanding Series D
SUBLEASESublease • November 13th, 2006 • SALARY.COM, Inc • Massachusetts
SUBLEASE made as of January 6, 2006, between PAREXEL INTERNATIONAL, LLC, a Delaware limited liability company having an office at 200 West Street, Waltham, Massachusetts 02451 (“Sublandlord”) and SALARY.COM, Inc., a Delaware corporation (“Subtenant”).
SALARY.COM, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 13th, 2006 • SALARY.COM, Inc • Delaware
Salary.com, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2000 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof.
ContractWarrant Agreement • November 13th, 2006 • SALARY.COM, Inc
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • November 13th, 2006 • SALARY.COM, Inc • Delaware
This Amended and Restated Stockholders Agreement, dated as of the 18th day of December, 2003 (the “Agreement”), is entered into by and among (i) Salary.com, Inc., a Delaware corporation (the “Company”), (ii) the holders of the Company’s Series A Convertible Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”), named on Schedule I hereto (the “Series A Holders”), (iii) the holders of the Company’s Series B Convertible Preferred Stock, $0.0001 par value per share (“Series B Preferred Stock”), named on Schedule I hereto (the “Series B Holders”), (iv) the holders of the Company’s Series C Convertible Preferred Stock, $0.0001 par value per share (“Series C Preferred Stock”), named on Schedule I hereto (the “Series C Holders”), (v) the holders of the Company’s Series D Convertible Preferred Stock, $0.0001 par value per share (“Series D Preferred Stock), named on Schedule I hereto (the Series D Holders”), (vi) the holders of the Company’s Series E Convertible Preferred St
Agreement for the Extension of Credit & Conversion of Existing IndebtednessAgreement for the Extension of Credit & Conversion of Existing Indebtedness • November 13th, 2006 • SALARY.COM, Inc • Massachusetts
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, this agreement for the extension of credit and conversion of existing indebtedness (this “Agreement”) is hereby entered into effective the 11th day of April 2003 (the “Effective Date”) between and among Salary.com, Inc., a Delaware corporation located at 888 Worcester Street, Suite 340, Wellesley, MA 02482 (“Salary.com”); Gregory Kent Plunkett, an individual person domiciled at 330 Beacon Street, Unit 93, Boston, MA 02116 (“Plunkett”); and Wianno Ventures LLC (“Wianno Ventures”).
