Optiva Corp /Wa/ Sample Contracts

Optiva Corp /Wa/ – OPTION AND REAL ESTATE PURCHASE AND SALE AGREEMENT (May 12th, 1998)

1 OPTION AND REAL ESTATE PURCHASE AND SALE AGREEMENT THIS OPTION AND REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of this November 26, 1997 ("Effective Date") by and between THE QUADRANT CORPORATION, a Washington corporation ("Seller"), and OPTIVA CORPORATION, a Washington corporation ("Purchaser"). RECITALS A. Seller (or its affiliate) is the owner of that certain parcel of land lying and being situated in the City of Snoqualmie, Washington, and being more particularly described on Exhibit A hereto, which parcel of Land includes approximately 11 acres ("Land"). B. Concurrently with the execution of this Agreement, Seller, as Landlord, and Purchaser, as Tenant, have entered into a Lease ("Lease") under which certain Premises to be constructed on the Land by Seller will be leased to Purchaser. Concurrently with the Lease, the parties also entered into a Construction

Optiva Corp /Wa/ – LEASE AGREEMENT (May 12th, 1998)

1 CONFIDENTIAL [LOGO] The Evans Company LEASE AGREEMENT TABLE OF CONTENTS Section Title Page ------- ----- ---- Lease Summary 1 Premises 1 2 Term 1 3 Rent 1 & 2 4 Security Deposit 2 5 Property Taxes and Insurance 2 & 3 6 Personal Property Taxes 3 7 Insurance an

Optiva Corp /Wa/ – LEASE AGREEMENT (May 12th, 1998)

1 [LOGO] The Evans Company LEASE AGREEMENT TABLE OF CONTENTS Section Title Page ------- ----- ---- Lease Summary 1 Premises 1 2 Term 1 3 Rent 1 & 2 4 Security Deposit 2 5 Property Taxes and Insurance 2 & 3 6 Personal Property Taxes 3 7 Insurance and Indemnity 3 & 4 8

Optiva Corp /Wa/ – 1995 CALIFORNIA STOCK OPTION PLAN (May 12th, 1998)

1 OPTIVA CORPORATION AMENDED AND RESTATED 1995 CALIFORNIA STOCK OPTION PLAN SECTION 1. PURPOSE The purpose of the Optiva Corporation Amended and Restated 1995 California Stock Option Plan (this "Plan") is to provide a means whereby selected employees, directors, officers, agents, consultants, advisors and independent contractors of Optiva Corporation, a Washington corporation (the "Company"), or of any parent or subsidiary (as defined in subsection 5.8 and referred to hereinafter as "related corporations") thereof, may be granted incentive stock options and/or nonqualified stock options to purchase the Common Stock (as defined in Section 3) of the Company, in order to attract and retain the services or advice of such employees, directors, officers, agents, consultants, advisors and independent contractors and to provide added incentive to such persons by encouraging stock ownership in

Optiva Corp /Wa/ – LEASE AGREEMENT (May 12th, 1998)

1 LEASE AGREEMENT 1. Parties. This Lease, dated for reference purposes only, July 28, 1995 is made by and between S.E. 30th Company, a Joint Venture (herein called "Landlord"), and Optiva Corporation, a Washington Corporation [herein called "Tenant"). 2. Premises. Landlord hereby leases to Tenant and Tenant leases from Landlord for the term, at the rental, and upon all of the conditions set forth herein, that certain real property situated in the City of Bellevue, County of King, State of Washington, commonly known as 29,380 square feet of office and warehouse space located at 13312 S.E. 30th Street, Bellevue, Washington and described as see Legal Description attached as Exhibit "A". Said real property, including the land and all improvements thereon, is herein called the "Premises". A map showing the Premises outlined in red is attached hereto as Exhibit "B" and is by this reference made a part hereof. 3.

Optiva Corp /Wa/ – CONSULTING AGREEMENT (May 12th, 1998)

1 CONFIDENTIAL Optiva Corporation 13222 SE 30th Street Bellevue, WA 98005 (206) 957-0970 Voice (206) 401-4824 Fax CONSULTING AGREEMENT THIS AGREEMENT is entered into this 1st day of September, 1997 between Dr. David Engel ("Consultant") and Optiva Corp. ("Optiva"). WHEREAS Optiva desires to utilize Consultant's services, and Consultant has expertise of use to Optiva; NOW, THEREFORE, it is mutually agreed as follows: 1. Confidential Information and Materials. Consultant will or has already entered into a CONFIDENTIALITY AGREEMENT with Optiva, and affirms his/her willingness to uphold the terms of that agreement. 2. Status of Parties. It is agreed and understood that Consultant is an independent contractor and is not an employee, partner, or joint venture of Optiva. To the extent permitted by law, Consultant shall have the sole and absolute discretion in

Optiva Corp /Wa/ – LEASE AGREEMENT--COMMERCIAL PREMISES (May 12th, 1998)

1 LEASE AGREEMENT--COMMERCIAL PREMISES THIS LEASE made this 19th day of August, 1996, by and between (Names & Addresses): Stead Building Partnership, 13200 S.E. 30th St., Bellevue, WA 98005, (hereinafter called Lessor), and Optiva Corporation, 13222 S.E. 30th St., Bellevue, WA 98005 (hereinafter called Lessee): WITNESSETH: 1. PREMISES: Lessor does hereby lease to Lessee, those certain premises commonly known as The Stead Building including thirty parking spaces and building space. as shown on Exhibit B attached hereto, (hereinafter called "premises"), being situated upon land described in Exhibit A attached hereto. 2. TERM: The term of this Lease shall be for thirty-six months, commencing the 1st day of October 1996, and shall terminate on the 30th day of September, 1999. 3. RENT: Lessee covenants and agrees to pay Lessor, at the offices of Lessor, Stead Building Partnership, 13200 S.E. 30th St., Bellevue, WA 98005 or to such other party or

Optiva Corp /Wa/ – AGREEMENT (May 12th, 1998)

1 AGREEMENT AGREEMENT made by and between TEAM TECHNOLOGIES, INC. ("Team") and OPTIVA CORPORATION ("Optiva"). WHEREAS, Team is to manufacture certain brushes for Optiva, and WHEREAS, Optiva desires the option, under certain circumstances, to purchase the machinery used to manufacture said products; IT IS, THEREFORE, AGREED: 1. Team hereby grants to Optiva a security interest in Team's equipment and machinery specified in paragraph 2 below. 2. Upon the occurrence of any of the events listed in paragraph 3 below, Optiva shall have the exclusive option to purchase from Team Team's interest in any or all of the equipment and machinery used by Team to manufacture brushes for Optiva, including the following: (a) ZT-2000 integrated system. (b) TC-40 end-rounding equipment. (c) Zaboransky Z1E and/or ZT1 equipment.

Optiva Corp /Wa/ – CONSULTING AGREEMENT (May 12th, 1998)

1 [OPTIVA LETTERHEAD] CONSULTING AGREEMENT THIS AGREEMENT is entered into this 1st day of May, 1998 between Louis Yaseen ("Consultant") and Optiva Corp. ("Optiva"). WHEREAS Optiva desires to utilize Consultant's services, and Consultant has expertise of use to Optiva; NOW, THEREFORE, it is mutually agreed as follows: 1. Confidential Information and Materials. Consultant will or has already entered into a CONFIDENTIALITY AGREEMENT with Optiva, and affirms his/her willingness to uphold the terms of that agreement. 2. Status of Parties. It is agreed and understood that Consultant is an independent contractor and is not an employee, partner, or joint venture of Optiva. To the extent permitted by law, Consultant shall have the sole and absolute discretion in judgment in the manner and means of carrying out his business activities. Optiva shall not be liable for any obligations incurred by Co

Optiva Corp /Wa/ – AMENDED AND RESTATED LEASE (May 12th, 1998)

1 CONFIDENTIAL AMENDED AND RESTATED LEASE BY AND BETWEEN KAMBER PARK ASSOCIATES, LANDLORD AND OPTIVA CORPORATION, TENANT THIS AMENDED AND RESTATED LEASE (herein called the "Lease"), dated the 19 day of May, 1995, is made by and between KAMBER PARK ASSOCIATES (herein called "Landlord") and OPTIVA CORPORATION (herein called "Tenant"), and, effective as of the date hereof, amends and restates that certain Lease dated February 17, 1995 by and between Landlord and Tenant. For and in consideration of the mutual covenants and undertakings hereinafter set forth, the parties hereto agree as follows: 1. PREMISES (a) Current Premises. Landlord leases to Tenant and Tenant leases from Landlord Suites K and L, consisting of approximately 11,032 sq. ft., as

Optiva Corp /Wa/ – Lease Site Location: Mercer Park (May 12th, 1998)

1 CONFIDENTIAL THE EVANS COMPANY September 6, 1995 STATEMENT OF ADJUSTMENTS Tenant Name: Optiva Corporation and Address: 13226 SE 30th St B-1 Bellevue WA 98005 Lease Site Location: Mercer Park Square Footage: 810 Current Lease Term: 09/15/95 - 12/31/98 Date of Lease: September 6, 1995 STATEMENT OF TOTAL MONTHLY RENT Minimum Monthly Rent $ 648.00 Monthly Share of Estimated Adjustments: 142.00 Taxes, i

Optiva Corp /Wa/ – 1990 STOCK OPTION PLAN (May 12th, 1998)

1 OPTIVA CORPORATION AMENDED AND RESTATED 1990 STOCK OPTION PLAN SECTION 1. PURPOSE The purpose of the Optiva Corporation Amended and Restated 1990 Stock Option Plan (this "Plan") is to provide a means whereby selected employees, directors, officers, agents, consultants, advisors and independent contractors of Optiva Corporation, a Washington corporation (the "Company"), or of any parent or subsidiary (as defined in subsection 5.8 and referred to hereinafter as "related corporations") thereof, may be granted incentive stock options and/or nonqualified stock options to purchase the Common Stock (as defined in Section 3) of the Company, in order to attract and retain the services or advice of such employees, directors, officers, agents, consultants, advisors and independent contractors and to provide added incentive to such persons by encouraging stock ownership in the Company. S

Optiva Corp /Wa/ – EXPANSION AGREEMENT (May 12th, 1998)

1 EXPANSION AGREEMENT EXPANSION AGREEMENT, made and entered into this 26 day of November, 1997 by and between THE QUADRANT CORPORATION, a Washington corporation ("Developer"), and OPTIVA CORPORATION, a Washington corporation ("Optiva"). RECITALS A. Developer or its affiliate is the owner of that certain parcel of land situated in the City of Snoqualmie, Washington, and being more particularly described on Exhibit A hereto which parcel of Land includes approximately 11 acres ("Initial Land"). B. Concurrently with the execution of this Agreement, Developer, as Landlord, and Optiva, as Tenant, have entered into a Lease ("Initial Lease") under which certain buildings to be constructed on the Initial Land by the Landlord ("Initial Premises") will be leased to Optiva. Concurrently with the Initial Lease, Developer, as Landlord, and Optiva, as Tenant, also entered into a Construction Agreement f

Optiva Corp /Wa/ – INDUSTRIAL LEASE (May 12th, 1998)

1 DHL BUILDING 13429 S.E. 30TH BELLEVUE, WASHINGTON TENANT: OPTIVA CORPORATION LANDLORD: I. BITNERS 2 D.H.L. BUILDING INDUSTRIAL LEASE 1. BASIC LEASE TERMS a. DATE OF LEASE: July 11, 1997 b. TENANT: Optiva Corporation Trade Name: Optiva Address (Leased Premises): 13429 S.E. 30th Bellevue, WA Building/Unit: Address (For Notices): OPTIVA CORPORATION ATTN: FACILITIES MANAGER 13222 S.E. 30th Street, Bellevue, WA 98005 c. LANDLORD: I. Bitners Address (For Notices): 11711 S.E. 8th St., #310 Bellev

Optiva Corp /Wa/ – Lease Site Location: Mercer Park (May 12th, 1998)

1 CONFIDENTIAL [The Evans Company LOGO] September 6, 1995 STATEMENT OF ADJUSTMENTS Tenant Name: Optiva Corporation and Address: 13228 SE 30th St C-1 Bellevue WA 98005 Lease Site Location: Mercer Park Square Footage: 1,380 Current Lease Term: 09/15/95 - 12/31/98 Date of Lease: September 6, 1995 STATEMENT OF TOTAL MONTHLY RENT Minimum Monthly Rent $1,104.00 Monthly Share of Estimated Adjustments: $208.00 Taxes, insurance, common area maintenance, utilities and garbage. TO