0001193125-10-283795 Sample Contracts

SERVICESOURCE INTERNATIONAL, INC. FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 20th, 2010 • Servicesource International LLC • Delaware

THIS AGREEMENT is entered into, effective as of , 20 by and between ServiceSource International, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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AMENDED AND RESTATED EMPLOYMENT AND CONFIDENTIAL INFORMATION AGREEMENT
Employment Agreement • December 20th, 2010 • Servicesource International LLC • California

In consideration for the continuing employment by ServiceSource International, LLC (“ServiceSource” or the “Company”) of Robert Sturgeon (“Employee”), ServiceSource and Employee acknowledge and agree as follows:

SERVICESOURCE INTERNATIONAL, LLC REGISTRATION AND INFORMATION RIGHTS AGREEMENT
Registration and Information Rights Agreement • December 20th, 2010 • Servicesource International LLC • New York

THIS REGISTRATION AND INFORMATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 8th day of December, 2006, by and among ServiceSource International, LLC, a Delaware corporation (the “Company”), GA SS Holding LLC, a Delaware limited liability company (the “GA Holder”), SSLLC Holdings, Inc., a limited liability company formed under the Delaware Limited Liability Company Act (the “Benchmark Holder”) and Housatonic Micro Fund SBIC, LP and Housatonic Equity Investors SBIC, LP (collectively, the “Housatonic Holder” and together with the GA Holder and the Benchmark Holder, and any permitted transferee of Registrable Securities and the rights hereunder in accordance with Section 2.1 and Section 2.9, the “Holders” and each of the GA Holder, the Benchmark Holder, the Housatonic Holder and any such permitted transferee being a “Holder.”).

PERSONAL & CONFIDENTIAL August 1, 2010 Natalie Anne McCullough RE: Amended and Restated Employment Terms Dear Natalie,
Employment Agreement • December 20th, 2010 • Servicesource International LLC

ServiceSource International, LLC (hereinafter “ServiceSource” or the “Company”) hereby employs you, and you hereby accept employment with ServiceSource upon all of the terms and conditions described in this amended and restated offer letter (this “Agreement”), which replaces and supersedes in its entirety the offer letter previously entered into by and between you and ServiceSource (the “Original Agreement”).

EMPLOYMENT AND CONFIDENTIAL INFORMATION AGREEMENT
Employment Agreement • December 20th, 2010 • Servicesource International LLC • California

In consideration for employment by ServiceSource International, LLC (hereinafter “ServiceSource”) of Ganesh Bell (“Employee”), ServiceSource and Employee acknowledge and agree as follows:

EMPLOYMENT AND CONFIDENTIAL INFORMATION AGREEMENT
Employment Agreement • December 20th, 2010 • Servicesource International LLC • California

In consideration for employment by ServiceSource International, LLC (hereinafter “ServiceSource”) of David Oppenheimer (“Employee”), ServiceSource and Employee acknowledge and agree as follows:

AMENDED AND RESTATED EMPLOYMENT AND CONFIDENTIAL INFORMATION AGREEMENT
Employment Agreement • December 20th, 2010 • Servicesource International LLC • California

In consideration for employment by ServiceSource International, LLC (hereinafter “ServiceSource” or the “Company”) of Jeffrey M. Bizzack (“Employee”), ServiceSource and Employee acknowledge and agree as follows:

AMENDED AND RESTATED EMPLOYMENT AND CONFIDENTIAL INFORMATION AGREEMENT
Employment Agreement • December 20th, 2010 • Servicesource International LLC • California

In consideration for the continuing employment by ServiceSource International, LLC (“ServiceSource” or the “Company”) of Michael Smerklo (“Employee”), ServiceSource and Employee acknowledge and agree as follows:

AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 20th, 2010 • Servicesource International LLC • California

This Amendment Number One to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of May 19, 2009, by and among SERVICESOURCE INTERNATIONAL, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO FOOTHILL, INC., as administrative agent (“Agent”) and the Lenders whose signatures appear on the signature pages hereof, in connection with that certain Amended and Restated Credit Agreement dated as of April 29, 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:

SERVICESOURCE INTERNATIONAL, LLC Fifth Amended and Restated Limited Liability Company Agreement July 29, 2009
Limited Liability Company Agreement • December 20th, 2010 • Servicesource International LLC • Delaware

This limited liability company agreement (the “Agreement”) of ServiceSource International, LLC, formerly SSource Acquisition Company (the “LLC” or the “Company”), is entered into as of July 29, 2009, by and among the persons identified as Directors and Members on Schedule A attached hereto (such persons and their respective successors in office or in interests being hereinafter referred to individually as “Director” or “Member” or collectively as “Directors” or “Members”), as such Schedule may hereinafter be amended.

AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 20th, 2010 • Servicesource International LLC • California

This Amendment Number Four to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of November 4, 2010, by and among SERVICESOURCE INTERNATIONAL, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), as administrative agent (“Agent”), and the Lenders whose signatures appear on the signature pages hereof, in connection with that certain Amended and Restated Credit Agreement dated as of April 29, 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:

7,537,500 16% Senior Secured Subordinated Notes due January 1, 2008 of SSource Acquisition Company, LLC 7,537,500 Class A Preferred Shares of SSource Acquisition Company, LLC SECURITIES PURCHASE AGREEMENT SSOURCE ACQUISITION COMPANY, LLC January 31, 2003
Securities Purchase Agreement • December 20th, 2010 • Servicesource International LLC • California

SSource Acquisition Company, LLC a Delaware limited liability company (the “Company”), agrees with you as follows. Certain capitalized terms used herein are defined in Section 11.1.

AMENDMENT NUMBER TWO TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 20th, 2010 • Servicesource International LLC • California

This Amendment Number Two to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of August 21, 2009, by and among SERVICESOURCE INTERNATIONAL, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO FOOTHILL, INC., as administrative agent (“Agent”) and the Lenders whose signatures appear on the signature pages hereof, in connection with that certain Amended and Restated Credit Agreement dated as of April 29, 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:

AMENDED AND RESTATED CREDIT AGREEMENT by and among SERVICESOURCE INTERNATIONAL, LLC as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, WELLS FARGO FOOTHILL, INC. as the Arranger and Administrative Agent, and COMERICA BANK and KEYBANK...
Credit Agreement • December 20th, 2010 • Servicesource International LLC • California

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of April 29, 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, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), COMERICA BANK and KEYBANK NATIONAL ASSOCIATION, as co-documentation agents, and SERVICESOURCE INTERNATIONAL, LLC, a Delaware limited liability company (“Borrower”), with reference to the following facts:

AMENDMENT NUMBER THREE TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 20th, 2010 • Servicesource International LLC • California

This Amendment Number Three to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of April 30, 2010, by and among SERVICESOURCE INTERNATIONAL, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), as administrative agent (“Agent”), and the Lenders whose signatures appear on the signature pages hereof, in connection with that certain Amended and Restated Credit Agreement dated as of April 29, 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:

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