REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2010 • Unify Corp • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made as of June 29, 2010 by Unify Corporation, a Delaware corporation (the “Company”), for the benefit of the Holders (as such term is hereinafter defined). The Company hereby confirms that the rights granted under this Agreement constitute a material inducement to the Holders to participate in (i) the merger of Strategic Office Solutions, Inc., a California corporation doing business as Daegis (“Daegis”), with Unify Acquisition Corp., a California corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to the Merger Agreement (as defined herein) and (ii) in the Warrant (as defined herein), as applicable. Each Holder, by its participation or request to participate in any Registration effected pursuant to this Agreement, shall be deemed to have confirmed such Holder’s agreement to comply with the applicable provisions of this Agreement.
AGREEMENT AND PLAN OF MERGER by and among UNIFY CORPORATION, UNIFY ACQUISITION CORP., STRATEGIC OFFICE SOLUTIONS, INC. (d/b/a DAEGIS) and with respect to Sections 8.2(a)(i), 9.13 and 9.14, the SHAREHOLDERS listed on the Signature Pages hereto Dated as...Merger Agreement • July 1st, 2010 • Unify Corp • Services-prepackaged software • California
Page ARTICLE 1 DEFINITIONS 2 1.1 Defined Terms 10 1.2 Interpretation Provisions 10 ARTICLE 2 THE MERGER 10 2.1 The Merger 10 2.2 Effective Time 11 2.3 Effect of the Merger 11 2.4 Articles of Incorporation; Bylaws 11 2.5 Directors and Officers 12 2.6 Effect on Company Stock 12 2.7 Delivery of Merger Consideration 13 2.8 No Further Ownership Rights in Shares of Company Stock 14 2.9 Lost, Stolen or Destroyed Certificates 14 2.10 Calculation of Merger Consideration 14 2.11 Section 338(h)(10) Election 17 2.12 Taking of Necessary Action; Further Action 17 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF COMPANY 17 3.1 Organization of Company 18 3.2 No Subsidiaries; No Interest in Other Entities 18 3.3 Capitalization of Company 18 3.4 Unlawful Payments and Contributions 19 3.5 Authorization 19 3.6 Officers and Directors 19 3.7 Bank Accounts 20 3.8 Assets 20 3.9 Material Contracts 20 3.10 No Conflict or Violation; Consents 22 3.11 Permits 23 3.12 Financial Statements; Books and Records 23 3.13 Abse
THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATE TO THE OBLIGATION OF THE COMPANY TO PAY THE SENIOR DEBT (AS DEFINED IN SECTION 13 HEREIN BELOW) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, SECTION 13 BELOW.Subordinated Purchase Note • July 1st, 2010 • Unify Corp • Services-prepackaged software • California
This Note and the Buyer Common Stock issuable upon conversion hereof (until such time, if any, as such Buyer Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and may not be sold, offered for sale of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Company receives an opinion, in form and from counsel reasonably acceptable to the Company, that registration, qualification or other such actions are not required under any such laws.
THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATE TO THE OBLIGATION OF THE COMPANY TO PAY THE SENIOR DEBT (AS DEFINED IN SECTION 13 HEREIN BELOW) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, SECTION 13 BELOW.Subordinated Indemnity Note • July 1st, 2010 • Unify Corp • Services-prepackaged software • California
This Note and the Buyer Common Stock issuable upon conversion hereof (until such time, if any, as such Buyer Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and may not be sold, offered for sale of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Company receives an opinion, in form and from counsel reasonably acceptable to the Company, that registration, qualification or other such actions are not required under any such laws.
EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2010 • Unify Corp • Services-prepackaged software • California
This Employment Agreement (“Employment Agreement “) is made this 30th day of June, 2010 by and between Unify Corporation, a Delaware corporation (the “Company”), and Kurt Jensen (“Employee”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in that certain Agreement and Plan of Merger, dated June 29, 2010 (the “Merger Agreement”), by and among the Company, Unify Acquisition Corp., a California corporation, Strategic Office Solutions, Inc., a California corporation (“SOS”) and the shareholders of SOS.
LOAN AND SECURITY AGREEMENT dated as of June 29, 2010 among UNIFY CORPORATION, as Borrower, The Guarantors Party Hereto From Time to Time, and HERCULES TECHNOLOGY II, L.P., as LenderLoan and Security Agreement • July 1st, 2010 • Unify Corp • Services-prepackaged software • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 29, 2010 and is entered into by and among (i) UNIFY CORPORATION, a Delaware corporation (hereinafter referred to as “Borrower”), (ii) each other Person identified as a “Guarantor” hereto from time to time, and (iii) HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership (“Lender”).
