Sequoia Software Corp Sample Contracts

Sequoia Software Corp – EMPLOYMENT AGREEMENT (April 2nd, 2001)

This Employment Agreement (this “Agreement”) is entered into as of June 1, 2001 between Sequoia Software Corporation, a Maryland corporation (the "Company”), and Paul Martin (the “Employee”).

Sequoia Software Corp – 2000 STOCK INCENTIVE PLAN (May 15th, 2000)

1 EXHIBIT 4.3 SEQUOIA SOFTWARE CORPORATION 2000 STOCK INCENTIVE PLAN 1. ESTABLISHMENT, PURPOSE AND TYPES OF AWARDS SEQUOIA SOFTWARE CORPORATION, a Maryland corporation (the "Company"), hereby establishes the SEQUOIA SOFTWARE CORPORATION 2000 STOCK INCENTIVE PLAN (the "Plan"). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available persons. The Plan permits the granting of stock options (including incentive stock options qualifying under Code section 422 and nonqualified stock options), stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance aw

Sequoia Software Corp – STOCKHOLDERS' AGREEMENT (May 9th, 2000)

1 EXHIBIT 10.19 THIRD AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT This Third Amended and Restated Stockholders' Agreement dated as of November 23, 1999 (the "AGREEMENT") is entered into by and among Sequoia Software Corporation, a Maryland corporation (the "COMPANY"), the individuals listed on Schedule I hereto (the "SERIES A STOCKHOLDERS"), the individuals listed on Schedule II hereto (the "SERIES B STOCKHOLDERS"), the individuals listed on Schedule III hereto (the "SERIES C/D STOCKHOLDERS") and the individuals listed on Schedule IV hereto (the "COMMON SHAREHOLDERS"). The Series A Stockholders, Series B Stockholders, Series C/D Stockholders and Common Shareholders are referred to herein individually as a "STOCKHOLDER" and collectively as the "STOCKHOLDERS." The Series A Stockholders, the Series B Stockholders and the Series C/D Stockholders are coll

Sequoia Software Corp – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (May 9th, 2000)

1 EXHIBIT 10.18 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (the "Agreement") dated as of November 23, 1999 is entered into by and among Sequoia Software Corporation, a Maryland corporation (the "COMPANY"), the individuals set forth on Schedule I hereto (collectively the "SERIES C INVESTORS"), and the individuals set forth on Schedule II hereto (collectively, the "PRIOR INVESTORS"). WHEREAS, the Company and the Series C Investors are parties to that certain Series C Convertible Preferred Stock Purchase Agreement of even date herewith (the "SERIES C PURCHASE AGREEMENT") pursuant to which the Series C Investors are purchasing up to 26,092,659 shares of the Company's Series C Convertible Preferred Stock, $0.001 par value per share (the "SERIES C PREFERRED"); WHEREAS, the Company has previously granted the Prio

Sequoia Software Corp – INVESTOR RIGHTS AGREEMENT (May 9th, 2000)

1 EXHIBIT 10.1.1 AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT THIS AMENDMENT NO. 1 (the "Amendment") to that certain Investor Rights Agreement dated November 23, 1999 (the "Agreement") by and among Sequoia Software Corporation (the "Company") and the investors listed on Schedule I thereto and the stockholders listed on Schedule II thereto, is made as of this 19th day of April, 2000 by and among the Company and the undersigned stockholders (the "Stockholders"). All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement. WHEREAS, the Company and the Stockholders are parties to the Agreement; and WHEREAS, pursuant to Section 8.7 of the Agreement, the Company and the Stockholders desire to amend certain provisions of the Agreement in connection with the Company's initial public

Sequoia Software Corp – STOCK PURCHASE AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.15 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of July 1, 1999 by and among SEQUOIA SOFTWARE CORPORATION, a Maryland corporation (the "Buyer"), RADIAN SYSTEMS, INC., a Delaware corporation (the "Company"), the sole holder of all the Company's Class A Common Stock (voting) par value $.01 per share ("Common Stock"), RADIAN, INC., a Delaware corporation (the "Seller"), Timothy B. Fleischer ("Fleischer") and Kenneth E. Tighe ("Tighe," Fleischer and Tighe are sometimes collectively referred to herein as the "Selling Stockholders"). Buyer, the Company, the Selling Stockholders and Seller are referred to collectively herein as the "Parties" and individually herein as a "Party." WHEREAS, Seller owns all of the shares of Common Stock issued and outstanding; and WHEREAS, Seller and Buyer wish to enter into this Agreeme

Sequoia Software Corp – UNDERWRITING AGREEMENT (March 23rd, 2000)

1 EXHIBIT 1.1 _________ SHARES SEQUOIA SOFTWARE CORPORATION COMMON STOCK UNDERWRITING AGREEMENT _____ __, 2000 LEHMAN BROTHERS INC. S.G. COWEN SECURITIES CORPORATION SOUNDVIEW TECHNOLOGY GROUP FIDELITY CAPITAL MARKETS, A DIVISION OF NATIONAL FINANCIAL SECURITIES CORPORATION As Representatives of the several Underwriters named in Schedule 1, c/o Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Dear Sirs: Sequoia Software Corporation, a Maryland corporation (the "Company"), proposes to sell _________ shares (the "Firm Stock") of the Company's common stock, par value $.001 per share (the "Common Stock"). In addition, the Company proposes to grant to the Underwriters named in Schedule 1 hereto (the "Underwriters") an option to purchase up t

Sequoia Software Corp – SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.12 AMENDMENT NO. 1 TO SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This Amendment No. 1 to Series B Convertible Preferred Stock Purchase Agreement ("AMENDMENT NO. 1") dated as of September 28, 1998 is entered into by and among Sequoia Software Corporation, a Maryland corporation (the "COMPANY"), the investors listed on Schedule I hereto (the "NEW INVESTORS"), Anthem Capital, L.P., a Delaware limited partnership ("ANTHEM"). NEPA Venture Fund II, L.P., a Pennsylvania limited partnership ("NEPA")(each of the foregoing parties other than the Company being referred to individually as a "PURCHASER" and collectively as the "PURCHASERS"). Mark A. Wesker ("WESKER") and Anil Sethi ("SETHI")(individually Wesker and Sethi being referred to as a "FOUNDER" and collectively, the "FOUNDERS"), and Richard C. Faint, Jr. ("FAINT"), Kenneth E. Homa ("HOMA") and Da

Sequoia Software Corp – AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (March 23rd, 2000)

1 EXHIBIT 10.14 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT AND PREFERRED STOCK PURCHASE WARRANT This Amendment (this "Amendment") to that certain Convertible Promissory Note and Warrant Purchase Agreement dated as of May 10, 1999 (the "Purchase Agreement") and Preferred Stock Purchase Warrant is made as of March ___, 2000 by and among Sequoia Software Corporation, a Maryland corporation (the "Company") and the parties set forth on Schedule I hereto (the "Warrantholders"). The Company and the Warrantholders are collectively referred to herein as the "Parties". All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. RECITALS WHEREAS, the Company issued and sold Notes in an original aggregate prin

Sequoia Software Corp – 2000 STOCK INCENTIVE PLAN (March 23rd, 2000)

1 SEQUOIA SOFTWARE CORPORATION 2000 STOCK INCENTIVE PLAN 1. ESTABLISHMENT, PURPOSE AND TYPES OF AWARDS SEQUOIA SOFTWARE CORPORATION, a Maryland corporation (the "Company"), hereby establishes the SEQUOIA SOFTWARE CORPORATION 2000 STOCK INCENTIVE PLAN (the "Plan"). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available persons. The Plan permits the granting of stock options (including incentive stock options qualifying under Code section 422 and nonqualified stock options), stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards, other stock-based awards, or any combination of the foregoing. 2. DE

Sequoia Software Corp – PURCHASE AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.16 SEQUOIA SOFTWARE CORPORATION CONVERTIBLE PREFERRED STOCK AND WARRANTS PURCHASE AGREEMENT NOVEMBER 23, 1999 2 PURCHASE AGREEMENT This Purchase Agreement ("Agreement") is made as of this 23rd day of November, 1999 by and among SEQUOIA SOFTWARE CORPORATION, a Maryland corporation (the "Company"), and the investors listed on Schedule 1 hereto (individually an "Investor" and collectively the "Investors"). In consideration of the premises, mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS: 1. Purchase and Sale of Convertible Preferred Stock and Warrants.

Sequoia Software Corp – NOTE AND WARRANT PURCHASE AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.13 CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT May 10, 1999 Convertible Promissory Note and Warrant Purchase Agreement Sequoia Software Corporation, a Maryland corporation (the "Company") and the persons listed on Schedule 1 hereto (the "Investors") hereby agree as follows: 1. The Notes. The Company has authorized the issuance and sale, in accordance with the terms hereof, of the Company's Convertible Promissory Notes in the original aggregate principal amount of $5,500,000 (collectively, the "Notes" and individually a "Note"). Each Note will be substantially in the form set forth in Exhibit A hereto. 2. The Closings 2.1 Initial Closing. At the Initial Closing (as defined below), the Comp

Sequoia Software Corp – SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.11 SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This Series B Convertible Preferred Stock Purchase Agreement (the "AGREEMENT") dated as of July 28, 1998 is entered into by and among Sequoia Software Corporation, a Maryland corporation (the "COMPANY"), the investors listed on Schedule I hereto (the "NEW INVESTORS"), Anthem Capital, L.P., a Delaware limited partnership ("ANTHEM"), NEPA Venture Fund II, L.P., a Pennsylvania Limited Partnership ("NEPA"), such other purchasers as may from time to time purchase the Series B Preferred Stock (as defined below) directly from the Company (the "FUTURE INVESTORS") (each of the foregoing parties other than the Company being referred to individually as a "PURCHASER" and collectively as the "PURCHASERS"), Mark Wesker ("WESKER") and Anil Sethi ("SETHI") (individually Wesker and Sethi being referred to as a "FOUNDER" and collectively,

Sequoia Software Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 8th, 2000)

1 EXHIBIT 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 1st day of January, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland corporation (the "Company"), and KENNETH TIGHE (the "Employee"). IN CONSIDERATION OF the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: 1. Employment. The Company hereby employs the Employee, and the Employee hereby accepts employment with the Company, upon the terms and conditions hereinafter set forth. 2. Term. Unless Employee's employment hereunder is terminated earlier pursuant to Section 5 of this Agreement, Employee's employment hereunder shall begin on the date hereof and shall expire two (2) years from the date hereof, provided that upon the expiration of the first two (2) years of such emp

Sequoia Software Corp – EMPLOYMENT AGREEMENT (February 8th, 2000)

1 EXHIBIT 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 24th day of January, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland corporation (the "Company"), and GREGORY G. HEARD (the "Employee"). IN CONSIDERATION OF the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: 1. Employment. The Company hereby employs the Employee, and the Employee hereby accepts employment with the Company, upon the terms and conditions hereinafter set forth. 2. Term. Unless Employee's employment hereunder is terminated earlier pursuant to Section 5 of this Agreement, Employee's employment hereunder shall begin on the date hereof and shall expire two (2) years from the date hereof, provided that upon the expiration of the first two (2) years of such employment

Sequoia Software Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 8th, 2000)

1 Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 1st day of January, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland corporation (the "Company"), and RICHARD C. FAINT, JR. (the "Employee"). IN CONSIDERATION OF the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: 1. Employment. The Company hereby employs the Employee, and the Employee hereby accepts employment with the Company, upon the terms and conditions hereinafter set forth. 2. Term. Unless Employee's employment hereunder is terminated earlier pursuant to Section 5 of this Agreement, Employee's employment hereunder shall begin on the date hereof and shall expire two (2) years from the date hereof, provided that upon the expiration of the first two (2) years of such em

Sequoia Software Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 8th, 2000)

1 Exhibit 10.6 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 1st day of January, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland corporation (the "Company"), and ANIL SETHI (the "Employee"). IN CONSIDERATION OF the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: 1. Employment. The Company hereby employs the Employee, and the Employee hereby accepts employment with the Company, upon the terms and conditions hereinafter set forth. 2. Term. Unless Employee's employment hereunder is terminated earlier pursuant to Section 5 of this Agreement, Employee's employment hereunder shall begin on the date hereof and shall expire two (2) years from the date hereof, provided that upon the expiration of the first two (2) years of such employment, the

Sequoia Software Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 8th, 2000)

1 Exhibit 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 1st day of January, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland corporation (the "Company"), and MARK A. WESKER (the "Employee"). IN CONSIDERATION OF the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: 1. Employment. The Company hereby employs the Employee, and the Employee hereby accepts employment with the Company, upon the terms and conditions hereinafter set forth. 2. Term. Unless Employee's employment hereunder is terminated earlier pursuant to Section 5 of this Agreement, Employee's employment hereunder shall begin on the date hereof and shall expire two (2) years from the date hereof, provided that upon the expiration of the first two (2) years of such employment,

Sequoia Software Corp – INVESTOR RIGHTS AGREEMENT (February 8th, 2000)

1 EXHIBIT 10.1 INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (the "Agreement"), dated as of November 23, 1999, is entered into by and among Sequoia Software Corporation, a Maryland corporation (the "COMPANY") and the investors listed on Schedule I hereto (each an "INVESTOR" and collectively the "INVESTORS") and the stockholders of the Company listed on Schedule II hereto. Recitals WHEREAS, the Company and the Investors have entered into a Series C Convertible Preferred Stock Purchase Agreement of even date herewith (the "PURCHASE AGREEMENT"), whereby the Company shall issue and sell, and the Investors shall buy, shares of the Company's Series C Convertible Preferred Stock, par value $0.001 per share (the "SERIES C PREFERRED STOCK"); and WHEREAS, the Company, the shareholders and the executive officers of

Sequoia Software Corp – FIRST AMENDMENT TO LEASE (February 8th, 2000)

1 Exhibit 10.2.1 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (hereinafter called the "First Amendment") is made and entered into this 24th day of October, 1997 by and between PRINCIPAL MUTUAL LIFE INSURANCE COMPANY (the "Landlord"), an Iowa corporation, and SEQUOIA SOFTWARE, L.L.C., a Limited Liability Corporation (successor in interest to Sequoia Imaging, L.L.C.) (the "Tenant"). W I T N E S E T H: WHEREAS, Landlord and Tenant entered into a lease dated August 18, 1995 (the "Lease") pursuant to which the Tenant agreed to lease and the Landlord agreed to rent certain premises consisting of approximately 7,227 rentable square feet of floor area (referred to in the Lease as "the Premises" and hereinafter referred to as "Suite 310") and located in a building ("the Building") at 5457 Twin Knolls Road, Suite 310 in Columbia, Maryland 21045.

Sequoia Software Corp – ARTICLES OF AMENDMENT (February 8th, 2000)

1 Exhibit 3.1.2 SEQUOIA SOFTWARE CORPORATION ARTICLES OF AMENDMENT SEQUOIA SOFTWARE CORPORATION, a Maryland corporation, having its principal office in Howard County, Maryland (which is hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation hereby effects a reverse stock split by changing and reclassifying each 4 shares of Common Stock, par value $0.001 per share, of the Corporation, which is issued and outstanding at 6:00 p.m. on the effective date of this articles of amendment, into one share of such Common Stock, par value $0.001 per share. SECOND: The articles of amendment does not increase the authorized stock of the Corporation. THIRD: Section B 5.(d)(A) of Article FIFTH of the Articles of Amendment and Re

Sequoia Software Corp – EMPLOYMENT AGREEMENT (February 8th, 2000)

1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 1st day of January, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland corporation (the "Company"), and MARC RUBIN (the "Employee"). IN CONSIDERATION OF the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: 1. Employment. The Company hereby employs the Employee, and the Employee hereby accepts employment with the Company, upon the terms and conditions hereinafter set forth. 2. Term. Unless Employee's employment hereunder is terminated earlier pursuant to Section 5 of this Agreement, Employee's employment hereunder shall begin on the date hereof and shall expire two (2) years from the date hereof, provided that upon the expiration of the first two (2) years of such employment, the E

Sequoia Software Corp – SECOND AMENDMENT TO LEASE (February 8th, 2000)

1 Exhibit 10.2.2 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (hereinafter called the "Second Amendment") is made and entered into this 9th day of November, 1998 by and between PRINCIPAL LIFE INSURANCE COMPANY f/k/a Principal Mutual Life Insurance Company (the "Landlord"), an Iowa corporation, and SEQUOIA SOFTWARE, Corporation, a Maryland Corporation (successor in interest to Sequoia Imaging, L.L.C.) (the "Tenant"). W I T N E S E T H: WHEREAS, Landlord and Tenant entered into a lease dated August 18, 1995 and a First Amendment to Lease dated October 24, 1997 (collectively referred to as the "Lease") pursuant to which the Tenant agreed to lease and the Landlord agreed to rent certain premises consisting of approximately 14,587 rentable square feet of floor area (referred to in the Lease as "the Premises" and hereinafter referred to as th

Sequoia Software Corp – THIRD AMENDMENT TO LEASE (February 8th, 2000)

1 Exhibit 10.2.3 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (hereinafter called the "Third Amendment") is made and entered into this 8th day of June, 1999 by and between PRINCIPAL LIFE INSURANCE COMPANY f/k/a Principal Mutual Life Insurance Company (the "Landlord"), an Iowa corporation, and SEQUOIA SOFTWARE, Corporation, a Maryland Corporation (successor in interest to Sequoia Imaging, L.L.C.) (the "Tenant"). W I T N E S E T H: WHEREAS, Landlord and Tenant entered into a lease dated August 18, 1995, a First Amendment to Lease dated October 24, 1997, and a Second Amendment to Lease dated November 9, 1998 (collectively referred to as the "Lease") pursuant to which the Tenant agreed to lease and the Landlord agreed to rent certain premises consisting of approximately 20,512 rentable square feet of floor area (referred to in the Lease as "t

Sequoia Software Corp – ARTICLES OF AMENDMENT AND RESTATEMENT (February 8th, 2000)

1 Exhibit 3.1.1 ARTICLES OF AMENDMENT AND RESTATEMENT OF SEQUOIA SOFTWARE CORPORATION Sequoia Software Corporation, a Maryland corporation having its principal office in Columbia, Maryland (the "CORPORATION"), does hereby certify to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation desires to amend certain provisions contained in its charter and to restate its charter as currently in effect. The provisions set forth in these Articles of Amendment and Restatement are all the provisions of the Corporation's charter currently in effect. SECOND: The name of the Corporation is: Sequoia Software Corporation. THIRD. The Corporation is formed for the purposes of (i) developing, licensing and selling computer software and computer hardware of all types and (ii) enga

Sequoia Software Corp – LEASE (February 8th, 2000)

1 Exhibit 10.2 LEASE BY AND BETWEEN PRINCIPAL MUTUAL LIFE INSURANCE COMPANY ("Landlord") AND SEQUOIA IMAGING LLC ("Tenant") Multi-tenant Office Lease for Maryland 2 TABLE OF CONTENTS 1. TERMS ..................................................................3 2. DELIVERY OF POSSESSION .................................................1 3. PAYMENT OF RENT ........................................................4 4. SECURITY DEPOSIT .......................................................4 5. USES .................................................................