EXHIBIT 10.4 INDEMNIFICATION AGREEMENT FOR OFFICERS AND DIRECTORS Introduction ------------ This Indemnification Agreement (this "Agreement") is made effective as of the _______ day of ___________, ____, (the "Effective Date") by and between Docent,...Indemnification Agreement • September 27th, 2000 • Docent Inc • Services-business services, nec • Delaware
WITNESSETHDocent Inc • August 28th, 2000 • Services-business services, nec
TENANT'S ADDRESS: (For Notice and Billing) Docent, Inc. 2444 Charleston Road Mountain View, CA 94043-1622 Attention: CFO and Vice President of HRDocent Inc • April 11th, 2000 • Massachusetts
WARRANT TO PURCHASE UP TO 2,396,932 SHARES OF CONVERTIBLE PREFERRED STOCK OF DOCENT, INC. (Void after 5:00 p.m. on March 31, 2003)Docent Inc • September 5th, 2000 • Services-business services, nec • California
EXHIBIT 10.19 DOCENT, INC.License Agreement • August 28th, 2000 • Docent Inc • Services-business services, nec • California
DOCENT, INC.Warrant Agreement • August 28th, 2000 • Docent Inc • Services-business services, nec • Illinois
Exhibit 4.2 DOCENT, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT April 7, 2000 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amended and Restated Investor Rights Agreement (the "Agreement") is made effective as of the 7th day of April...Investor Rights Agreement • April 11th, 2000 • Docent Inc • California
Marketing Agreement Between Docent, Incorporated And Harvard Business School PublishingMarketing Agreement • August 28th, 2000 • Docent Inc • Services-business services, nec
EXHIBIT 1.1 8,000,000 Shares DOCENT, INC. Common Stock ($.001 Par Value) EQUITY UNDERWRITING AGREEMENT -----------------------------Underwriting Agreement • September 27th, 2000 • Docent Inc • Services-business services, nec • Maryland
DOCENT, INC.Rights Agreement • November 14th, 2000 • Docent Inc • Services-business services, nec • California
TENANT'S ADDRESS: (For Notice and Billing) Docent, Inc. 2444 Charleston Road Mountain View, CA 94043-1622 Attention: CFO and Vice President of HRDocent Inc • August 28th, 2000 • Services-business services, nec • Massachusetts
RECITALSSubordinated Loan and Security Agreement • August 28th, 2000 • Docent Inc • Services-business services, nec • Illinois
EXHIBIT 10.13 MASTER ALLIANCE AGREEMENT BETWEEN DOCENT, INC. AND ANDERSEN CONSULTING LLP THIS MASTER ALLIANCE AGREEMENT (this "Alliance Agreement") is made and entered into as of March ___, 2000 (the "Effective Date") by and between Docent, Inc. a...Master Alliance Agreement • September 28th, 2000 • Docent Inc • Services-business services, nec • Illinois
RIGHTS AGREEMENT dated as of February 5, 2003 by and between Docent, Inc. and Computershare Trust Company, Inc. as Rights AgentRights Agreement • February 7th, 2003 • Docent Inc • Services-business services, nec • Delaware
This Rights Agreement (this “Agreement”) is made and entered into as of February 5, 2003 by and between Docent, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, Inc., a Colorado corporation, as rights agent (the “Rights Agent”).
EXHIBIT 10.30 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN...Docent Inc • August 28th, 2000 • Services-business services, nec • California
EXHIBIT 10.28 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement") is made by DAVID MANDELKERN, an individual with a residence at PO Box 1964, Burlingame, CA 94105 ("Pledgor"), in favor of DOCENT, INC., a Delaware corporation with...Stock Pledge Agreement • August 28th, 2000 • Docent Inc • Services-business services, nec • California
Maintenance Services: Customer hereby purchases annual Maintenance Services for the Software licensed pursuant to this Agreement for the one (1) year period commencing on the -------- Effective Date. The current annual fee for such Maintenance...Services Agreement • August 28th, 2000 • Docent Inc • Services-business services, nec • California
EXHIBIT 10.24 [LOGO] Silicon Valley Bank AMENDMENT TO QUICKSTART LOAN AND SECURITY AGREEMENTQuickstart Loan and Security Agreement • August 28th, 2000 • Docent Inc • Services-business services, nec
Marketing Agreement Between Docent, Incorporated And Harvard Business School PublishingMarketing Agreement • September 25th, 2000 • Docent Inc • Services-business services, nec • California
SUBLEASE --------Docent Inc • May 10th, 2001 • Services-business services, nec
EXHIBIT 10.18 PROFESSIONAL SERVICES AGREEMENT This Consulting Services Agreement (the "Agreement") is made and is effective as of the date of signing by the last party to sign below ("Effective Date"), between Docent, Inc., a Delaware corporation...Professional Services Agreement • August 28th, 2000 • Docent Inc • Services-business services, nec • California
CLICK2LEARN, INC. VOTING AGREEMENTVoting Agreement • October 21st, 2003 • Docent Inc • Services-business services, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 20, 2003, by and between Docent Inc., a Delaware corporation (“Docent”), and the undersigned Stockholder of Click2learn, Inc. (“Stockholder”).
EXHIBIT 10.11 MASTER CONSULTING SERVICES AGREEMENT BETWEEN DOCENT, INC AND ANDERSEN CONSULTING LLP THIS MASTER CONSULTING SERVICES AGREEMENT (this "Agreement") is made and entered into as of April 1, 2000 (the "Effective Date") by and between Docent,...Master Consulting Services Agreement • September 28th, 2000 • Docent Inc • Services-business services, nec • Illinois
Affiliate" shall mean: (1) with respect to FTK, any other entity from time to time within the operational control of FTK, and (a) which is within the Pearson Group, whether directly or indirectly, through one or more intermediaries, including but not...Licence and Co-Marketing Agreement • September 25th, 2000 • Docent Inc • Services-business services, nec
Exhibit 10.32 June 27, 1997 Dear Messrs. Mandelkern and Wynn: For consideration given and intending to be legally bound, in addition to the transactions contemplated in that certain Series S Convertible Preferred Stock Purchase Agreement and Ancillary...Docent Inc • August 28th, 2000 • Services-business services, nec
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
EXHIBIT 10.10 DOCENT, INC. OFFICER'S CHANGE IN CONTROL AGREEMENT This Agreement ("Agreement") is made effective as of the 14th day of October, 1999, by and between Docent, Inc. (the "Company"), a Delaware corporation, and Richard Dellinger (the...Change in Control Agreement • April 11th, 2000 • Docent Inc • California
RECITALS. --------Integrator Reseller Agreement • September 25th, 2000 • Docent Inc • Services-business services, nec
FOURTH AMENDMENT TO THE MASTER PRIVATE LABEL REMARKETING AGREEMENTMaster Private Label Remarketing Agreement • February 11th, 2004 • Docent Inc • Services-business services, nec
This Fourth Amendment (“Fourth Amendment”) to that certain Master Private Label Remarketing Agreement by and between Interwise, Inc, (“Interwise”) and Docent, Inc, (“Company”) dated 23 April 2002, as amended by that certain First Amendment dated 30 September 2002, that certain Second Amendment dated 31 March 2003, and that certain Third Amendment dated 25 June 2003 (collectively, the “Agreement”) is made as of 30 September 2003 (the “Fourth Amendment Effective Date”).
SECOND AMENDMENT TO MASTER PRIVATE LABEL REMARKETING AGREEMENTMaster Private Label Remarketing Agreement • November 4th, 2003 • Docent Inc • Services-business services, nec
This Second Amendment (“Second Amendment”) to that certain Master Private Label Remarketing Agreement by and between Interwise, Inc. (“Interwise”) and Docent, Inc. (“Company”) dated 23 April, 2002, as amended by that certain First Amendment dated 30 September, 2002 (collectively, the “Agreement”) is made as of 31 March, 2003 (the “Second Amendment Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
FIRST AMENDMENT TO MASTER PRIVATE LABEL REMARKETING AGREEMENTMaster Private Label Remarketing Agreement • November 13th, 2002 • Docent Inc • Services-business services, nec
This First Amendment (“First Amendment”) to that certain Master Private Label Remarketing Agreement by and between Interwise, Inc. (“Interwise”) and Docent, Inc. (“Company”) dated 23 April, 2002 (the “Agreement”) is made as of 30 September, 2002 (the “First Amendment Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
Template for David R. Ellet, R. Andrew Eckert, David Mandelkern and Arthur T. Taylor DOCENT, INC. OFFICER’S CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 1st, 2002 • Docent Inc • Services-business services, nec • California
THIS AGREEMENT (this “Agreement”) is made effective as of the 11th day of December, 2001, by and between DOCENT, INC. (the “Company”), a Delaware corporation, and OFFICER NAME (the “Officer”).
EXHIBIT 10.12 Amended and Restated Docent, Incorporated ASP Development and Hosting Agreement This ASP Development and Hosting Agreement (the "Agreement") is made by and between Docent, Incorporated, a Delaware corporation having a place of business...Asp Development and Hosting Agreement • August 28th, 2000 • Docent Inc • Services-business services, nec • California
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 10th, 2004 • Docent Inc • Services-business services, nec • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 2, 2001, is by and among gForce Systems, Inc., a California corporation (the “Company”), Docent, Inc., a Delaware corporation (“Parent”), Giants Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition”), and Foundation Capital III, L.P., a Delaware limited partnership, as agent for the shareholders and certain noteholders of the Company (the “Shareholder Agent”), who is a party to this Agreement solely with respect to the Sections hereof to the extent they relate specifically to the rights and duties of the Shareholder Agent.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG DOCENT, INC. CLICK2LEARN, INC. HOCKEY MERGER CORPORATION, DEVIL ACQUISITION CORPORATION AND CANUCK ACQUISITION CORPORATION Dated as of October 20, 2003Agreement and Plan of Reorganization • October 21st, 2003 • Docent Inc • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of October 20, 2003 among Docent, Inc., a Delaware corporation (“Docent”), Click2learn, Inc. a Delaware corporation (“Click2learn”), Hockey Merger Corporation, a Delaware corporation (“Newco”), Devil Acquisition Corporation, a Delaware corporation (“Docent Merger Sub”), and Canuck Acquisition Corporation, a Delaware corporation (“Click2learn Merger Sub”). Capitalized terms that are used herein shall have the respective meanings ascribed thereto in Article VIII hereof.
EXHIBIT 10.15 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (the "Agreement") is made between Docent, Inc. ("DI"), and Qwest Communications ("Customer"), and is effective as of the date of signing by the last party to sign below...Professional Services Agreement • August 28th, 2000 • Docent Inc • Services-business services, nec • California
