Pegasystems Inc Sample Contracts

BY AND AMONG
Asset Purchase Agreement • February 21st, 2002 • Pegasystems Inc • Services-computer processing & data preparation • Massachusetts
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INTRODUCTION
Stock Purchase Agreement • April 2nd, 2001 • Pegasystems Inc • Services-computer processing & data preparation • Massachusetts
PEGASYSTEMS INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of February 24, 2020 0.75% Convertible Senior Notes due 2025
Indenture • February 24th, 2020 • Pegasystems Inc • Services-computer processing & data preparation • New York

INDENTURE, dated as of February 24, 2020, between Pegasystems Inc., a Massachusetts corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).

To: Pegasystems Inc. One Rogers Street Cambridge, Massachusetts 02142 Attention: Matthew Cushing, General Counsel Telephone No.: (617) 866-6972 Email: matt.cushing@pega.com From: [Dealer Name] Re: Base Call Option Transaction Date: February 19, 2020
Letter Agreement • February 24th, 2020 • Pegasystems Inc • Services-computer processing & data preparation

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”)[, through its agent [Agent Name] (“Agent”)] and Pegasystems Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

100,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among PEGASYSTEMS INC., as the Borrower and the GUARANTORS from time to time party hereto, THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of...
Credit Agreement • November 7th, 2019 • Pegasystems Inc • Services-computer processing & data preparation

EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pegasystems Inc. Common Stock Underwriting Agreement
Common Stock • November 20th, 1996 • Pegasystems Inc • Services-computer processing & data preparation • New York
INTRODUCTION
Stock Purchase Agreement • April 2nd, 2001 • Pegasystems Inc • Services-computer processing & data preparation • Massachusetts
WARRANT AGREEMENT dated June 27, 1997 by and between PEGASYSTEMS INC.
Warrant Agreement • April 15th, 1998 • Pegasystems Inc • Services-computer processing & data preparation • Delaware
LEASE CHARLES PARK ONE, LLC a Delaware Limited Liability Company Landlord and PEGASYSTEMS, INC. a Massachusetts corporation Tenant for
Lease • July 6th, 2011 • Pegasystems Inc • Services-computer processing & data preparation • Massachusetts

THIS LEASE is made as of the day of June, 2011 (“Effective Date”), between CHARLES PARK ONE, LLC (“Landlord”), a Delaware limited liability company, and PEGASYSTEMS INC. (“Tenant”), a Massachusetts corporation.

DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • August 31st, 2012 • Pegasystems Inc • Services-computer processing & data preparation • Massachusetts

This Agreement is made as of the 27th day of August, 2012, by and between Pegasystems Inc., Massachusetts corporation (the "Corporation"), and Lawrence Weber ("Indemnitee").

TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • March 15th, 2010 • Pegasystems Inc • Services-computer processing & data preparation • Delaware

THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 14, 2010 by and among PEGASYSTEMS INC., a Massachusetts corporation (“Parent”), MAPLE LEAF ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”) and the undersigned stockholder (“Stockholder”) of CHORDIANT SOFTWARE, INC., a Delaware corporation (the “Company”).

Amendment to Loan Documents
Documents • February 24th, 2020 • Pegasystems Inc • Services-computer processing & data preparation • New York

THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of February 18, 2020, by and among PEGASYSTEMS INC. (the “Borrower”), the Guarantors (as such term is defined in the Credit Agreement defined in Exhibit A attached hereto and made a part hereof (the “Agreement”)) party hereto (the “Guarantors” and each, individually, a “Guarantor”; the Borrower and the Guarantors are collectively referred to herein as the “Loan Parties” and each, individually, a “Loan Party”), the Lenders (as such term is defined in the Agreement) party hereto (the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (the “Agent”), in its capacity as “Agent” (as such term is defined in the Agreement) for the Lenders.

AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • January 4th, 2007 • Pegasystems Inc • Services-computer processing & data preparation

This Amendment to Stock Option Agreement (this "Amendment") is entered into on the 29th day of December, 2006 by and between Pegasystems Inc., a Massachusetts corporation having its principal place of business at 101 Main Street, Cambridge, MA, 02142 (the "Company"), and Richard Jones, an individual residing at 12916 Bay Plantation Drive, Jacksonville, FL 32223 (the "Employee").

Sixth Amendment to Loan Documents
Loan Documents • April 26th, 2023 • Pegasystems Inc • Services-computer processing & data preparation

THIS SIXTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of March 31, 2023, by and among PEGASYSTEMS INC. (the “Borrower”), the Guarantors (as such term is defined in the Credit Agreement defined in Exhibit A attached hereto and made a part hereof (the “Loan Agreement”)) party hereto (the “Guarantors” and each, individually, a “Guarantor”; the Borrower and the Guarantors are collectively referred to herein as the “Loan Parties” and each, individually, a “Loan Party”), the Lenders (as such term is defined in the Loan Agreement) party hereto (the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (the “Agent”), in its capacity as “Agent” (as such term is defined in the Loan Agreement) for the Lenders.

LEASE CHARLES PARK TWO, LLC a Delaware Limited Liability Company Landlord and PEGASYSTEMS, INC. a Massachusetts corporation Tenant for
Lease • July 6th, 2011 • Pegasystems Inc • Services-computer processing & data preparation • Massachusetts

THIS LEASE is made as of the day of June, 2011 (“Effective Date”), between CHARLES PARK TWO, LLC (“Landlord”), a Delaware limited liability company, and PEGASYSTEMS INC. (“Tenant”), a Massachusetts corporation.

PEGASYSTEMS INC.:
Pegasystems Inc • April 26th, 2023 • Services-computer processing & data preparation

Reference is made to the Credit Agreement dated November 5, 2019, as amended and supplemented from time to time including by the Sixth Amendment to Loan Documents (the “Sixth Amendment”), dated the date hereof (collectively, the “Loan Agreement”) by and among Pegasystems Inc., as the “Borrower”, the lending institutions party thereto (including us) as "Lenders", the "Guarantors" (as such term is defined therein) and PNC Bank, National Association, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used but not defined herein are used with the meanings assigned to them in the Loan Agreement.

AGREEMENT AND PLAN OF MERGER by and among: PEGASYSTEMS INC., a Massachusetts corporation, MAPLE LEAF ACQUISITION CORP., a Delaware corporation and CHORDIANT SOFTWARE, INC., a Delaware corporation Dated as of March 14, 2010
Agreement and Plan of Merger • March 15th, 2010 • Pegasystems Inc • Services-computer processing & data preparation • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 14, 2010, by and among: PEGASYSTEMS INC., a Massachusetts corporation (“Parent”); MAPLE LEAF ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and CHORDIANT SOFTWARE, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A and Annex I.

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AMENDMENT NO. 10 TO AGREEMENT OF LEASE
Agreement of Lease • April 25th, 2007 • Pegasystems Inc • Services-computer processing & data preparation

Provided the Lease is in full force and effect and Tenant is not in default thereunder beyond any applicable cure period, Landlord hereby agrees to pay to Tenant an amount equal to $863,950.00 (the “Allowance”). Landlord shall pay Tenant draws against the Allowance making their best efforts to do so within 15 days but no later than thirty (30) days of each written staged request or demand for payment from Tenant, which accompanies with it (i) lien waivers applicable to the work performed for which payment is requested; (ii) copies of paid invoices for such work; (iii) copies of checks issued to vendors or contractor for such work; and (iv) any other information or documentation reasonably requested by Landlord to evidence lien-free completion of such work and payment of all of the cost thereof. The final draw will be paid by the Landlord with the last to occur of: (w) Tenant’s occupying the Additional Space for office purposes; (x) completion of the Work; and (y) satisfaction of the pr

FORM OF DIRECTOR INDEMNIFICATION AGREEMENT DATED APRIL 6, 2005 BETWEEN PEGASYSTEMS INC. AND EACH MEMBER OF ITS BOARD OF DIRECTORS. DIRECTOR INDEMNIFICATION AGREEMENT
Form of Director Indemnification Agreement • April 28th, 2005 • Pegasystems Inc • Services-computer processing & data preparation • Massachusetts

This Agreement is made as of the 6th day of April, 2005, by and between Pegasystems Inc., Massachusetts corporation (the “Corporation”), and (“Indemnitee”).

CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • March 24th, 2010 • Pegasystems Inc • Services-computer processing & data preparation • Delaware

THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of February 16, 2009 (the “Effective Date”), between CHORDIANT SOFTWARE, INC. (“Chordiant”) and PEGASYSTEMS INC. (“Pegasystems”).

First Amendment to Lease
Lease • October 27th, 2015 • Pegasystems Inc • Services-computer processing & data preparation

This First Amendment to Lease (this “Amendment”), is made as of the 11th day of November, 2014 by and between CHARLES PARK ONE, LLC, a Delaware limited liability company, with a business address c/o Principal Real Estate Investors, 801 Grand Avenue, Des Moines, Iowa 50392-1370 (the “Landlord”) and PEGASYSTEMS, INC., a Massachusetts corporation, with a business address of One Rogers Street, Cambridge, Massachusetts 02142 (the “Tenant”).

November 5, 2002 Pegasystems Inc.
Pegasystems Inc • March 11th, 2003 • Services-computer processing & data preparation
Exhibit 10.1 Letter Agreement dated September 1, 1999 between the Company and Steven F. Kaplan STEVEN F. KAPLAN 92 High Rock Street Needham, MA 02492 September 1, 1999 Mr. Alan Trefler President Pegasystems, Inc. 101 Cambridge Street Cambridge, MA...
Letter Agreement • November 12th, 1999 • Pegasystems Inc • Services-computer processing & data preparation

This letter agreement (the "Agreement") effective as of August 1, 1999 will confirm and summarize the terms and conditions of the indemnification of Steven F. Kaplan of Needham, Massachusetts (the "Director") by Pegasystems, Inc. a Massachusetts corporation (the "Company") that we have agreed upon with respect to my role as a member of the Board of Directors. Specifically, we have agreed as follows:

CAMBRIDGE, MASSACHUSETTS AMENDMENT NO. 8 TO AGREEMENT OF LEASE Pegasystems Inc.
Agreement of Lease • March 11th, 2003 • Pegasystems Inc • Services-computer processing & data preparation

This Amendment No. 8 to Agreement of Lease (this “Amendment”) is made as of July 31, 2002 by and between NOP Riverfront LLC, a Delaware limited liability company, having an office at One Main Street, Cambridge, MA (hereinafter, “Landlord”) and Pegasystems Inc., a Massachusetts corporation, having an office at 101 Main Street, Cambridge, Massachusetts 02142 (hereinafter, “Tenant”).

Fourth Amendment to Loan Documents
Loan Documents • April 28th, 2022 • Pegasystems Inc • Services-computer processing & data preparation • New York

THIS FOURTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of March 31, 2022, by and among PEGASYSTEMS INC. (the “Borrower”), the Guarantors (as such term is defined in the Credit Agreement defined in Exhibit A attached hereto and made a part hereof (the “Loan Agreement”)) party hereto (the “Guarantors” and each, individually, a “Guarantor”; the Borrower and the Guarantors are collectively referred to herein as the “Loan Parties” and each, individually, a “Loan Party”), the Lenders (as such term is defined in the Loan Agreement) party hereto (the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (the “Agent”), in its capacity as “Agent” (as such term is defined in the Loan Agreement) for the Lenders.

Third Amendment to Loan Documents
Loan Documents • October 28th, 2020 • Pegasystems Inc • Services-computer processing & data preparation • New York

THIS THIRD AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of September 30, 2020, by and among PEGASYSTEMS INC. (the “Borrower”), the Guarantors (as such term is defined in the Credit Agreement defined in Exhibit A attached hereto and made a part hereof (the “Agreement”)) party hereto (the “Guarantors” and each, individually, a “Guarantor”; the Borrower and the Guarantors are collectively referred to herein as the “Loan Parties” and each, individually, a “Loan Party”), the Lenders (as such term is defined in the Agreement) party hereto (the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (the “Agent”), in its capacity as “Agent” (as such term is defined in the Agreement) for the Lenders.

WARRANT AGREEMENT BETWEEN PEGASYSTEMS INC. AND INTERNATIONAL BUSINESS MACHINES CORPORATION
Warrant Agreement • October 29th, 2004 • Pegasystems Inc • Services-computer processing & data preparation • New York

Neither this Warrant nor the Warrant Shares as defined herein have been registered under the Securities Act of 1933, as amended, or any applicable state securities laws. Neither this Warrant nor the Warrant Shares may be sold or transferred in the absence of such registration or any exemption from such registration.

REFRESHED SOFTWARE LICENSE AND SUPPORT AGREEMENT dated as of March 1, 2002 by and between PEGASYSTEMS INC. and FIRST DATA RESOURCES INC.
Refreshed Software License and Support Agreement • April 24th, 2002 • Pegasystems Inc • Services-computer processing & data preparation • Massachusetts
LEASE TERMINATION AGREEMENT
Lease Termination Agreement • February 17th, 2021 • Pegasystems Inc • Services-computer processing & data preparation • Massachusetts

This LEASE TERMINATION AGREEMENT (this “Agreement”) is dated and effective as of February 12, 2021 (the “Effective Date”), by and between CHARLES PARK OWNER LLC, a Delaware limited liability company (“New Venture” or “Landlord”), and PEGASYSTEMS INC., a Massachusetts corporation (“Tenant”).

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