Click Commerce Inc Sample Contracts

Agreement ---------
Indemnification Agreement • February 16th, 2000 • Click Commerce Inc • Delaware
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Shares CLICK COMMERCE, INC. COMMON STOCK, PAR VALUE $.001 UNDERWRITING AGREEMENT
Click Commerce Inc • March 28th, 2000 • Services-business services, nec • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 28th, 2003 • Click Commerce Inc • Services-prepackaged software • California
W I T N E S S E T H:
Stock Option Agreement • June 6th, 2000 • Click Commerce Inc • Services-business services, nec
RECITALS: ---------
Strategic Alliance Agreement • May 1st, 2000 • Click Commerce Inc • Services-business services, nec • Illinois
RECITALS
Employment Agreement • March 30th, 2004 • Click Commerce Inc • Services-prepackaged software • California
RECITALS
Employment Agreement • February 16th, 2000 • Click Commerce Inc • Illinois
EXHIBIT 10.11 CLICK COMMERCE, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • May 1st, 2000 • Click Commerce Inc • Services-business services, nec
RECITALS
Employment Agreement • November 14th, 2001 • Click Commerce Inc • Services-prepackaged software • Illinois
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 5th, 2006 • Click Commerce Inc • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of September 5, 2006 (the “Agreement”), among ILLINOIS TOOL WORKS INC., a Delaware corporation (“Parent”), ITW LEAP CORP., a Delaware corporation (“Sub”) and a wholly owned subsidiary of Parent, and CLICK COMMERCE, INC., a Delaware corporation (the “Company”).

Schedule 13D Page 13 of 13 EXHIBIT 99.1 JOINT FILING AGREEMENT The Reporting Persons have agreed that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Click Commerce, Inc. shall be filed on behalf of each of the...
Joint Filing Agreement • February 5th, 2004 • Click Commerce Inc • Services-prepackaged software

The Reporting Persons have agreed that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Click Commerce, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable agreement are already on file with the appropriate agencies.

AGREEMENT AND PLAN OF MERGER BY AND AMONG CLICK COMMERCE, INC. REQUISITE ACQUISITION INC., THOMAS G. WASHING, as representative, AND REQUISITE TECHNOLOGY, INC. Dated as of November 22, 2005
Agreement and Plan of Merger • November 29th, 2005 • Click Commerce Inc • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of November 22, 2005 (this “Agreement”), by and among CLICK COMMERCE, INC., a corporation organized under the laws of Delaware (“Parent”), REQUISITE ACQUISITION INC., a corporation organized under the laws of Delaware and an indirect wholly-owned subsidiary of Parent (“Sub”), REQUISITE TECHNOLOGY, INC., a corporation organized under the laws of Delaware (the “Company”), and Thomas G. Washing, solely in the capacity of representative of the Company Stockholders and COC Recipients and not in a personal capacity (the “Representative”). Parent, Sub, the Company and the Representative are herein referred to collectively as the “Parties” and individually as a “Party.”

September 5, 2006
Click Commerce Inc • September 18th, 2006 • Services-prepackaged software • Delaware

This letter (the “Agreement”) is to confirm our agreement regarding all of the shares, $.001 par value per share, (“Common Stock”) of Click Commerce, Inc., a Delaware corporation (the “Company”), beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by you as of the date hereof and any other shares of Common Stock as to which you may hereafter acquire beneficial ownership (the “Shares”). In order to induce Illinois Tool Works Inc., a Delaware corporation (“Parent”), to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among the Company, Parent and ITW Leap Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), you hereby agree as follows (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement):

ASSET PURCHASE AGREEMENT by and among CLICK COMMERCE, INC., CLICK WEST COAST CORP., CLICK-WEBRIDGE, INC. and WEBRIDGE, INC. MARCH 17, 2004
Asset Purchase Agreement • April 23rd, 2004 • Click Commerce Inc • Services-prepackaged software • Delaware

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 17, 2004, by and among WEBRIDGE, INC., a Delaware corporation (the “Seller”), CLICK WEST COAST CORP., a Delaware corporation, a direct, wholly-owned subsidiary of Parent (“Newco”), CLICK-WEBRIDGE, INC., a Delaware corporation and indirect, wholly-owned subsidiary of Parent (the “Buyer”), CLICK COMMERCE, INC., a Delaware corporation (the “Parent”).

Dear Stockholder:
Click Commerce Inc • September 18th, 2006 • Services-prepackaged software

We are pleased to inform you that on September 5, 2006, Click Commerce, Inc. (“Click Commerce”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Illinois Tool Works Inc. (“ITW”) and ITW Leap Corp. (the “Purchaser”), a wholly owned subsidiary of ITW. As provided in the Merger Agreement, the Purchaser today commenced a tender offer (the “Offer”) to purchase all outstanding shares of Click Commerce’s common stock (the “Shares”) at a price of $22.75 per share, net to the seller in cash, without interest thereon (the “Offer Price”). The Offer is subject to the terms and conditions in the Purchaser’s Offer to Purchase and the related Letter of Transmittal that are included in the Purchaser’s offering materials. As provided in the Merger Agreement and subject to the satisfaction or waiver of certain conditions, the Offer will be followed by a merger (the “Merger”) of the Purchaser with and into Click Commerce, and all Shares not purchased in the Offer (other than Sha

EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2003 • Click Commerce Inc • Services-prepackaged software • Illinois

THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of this 18th day of November, 2002 by and between Click Commerce, Inc., a Delaware corporation ("Corporation"), and Justin C. Dearborn, an individual residing in Illinois (the "Executive").

ASSET PURCHASE AGREEMENT by and among CLICK COMMERCE, INC., CLICK PROCURE, INC., and ELANCE, INC. February 8, 2006
Asset Purchase Agreement • February 10th, 2006 • Click Commerce Inc • Services-prepackaged software • Delaware

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 8, 2006, by and among ELANCE, INC., a Delaware corporation (the “Seller”), CLICK PROCURE, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Buyer”), and CLICK COMMERCE, INC., a Delaware corporation (the “Parent”).

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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 23rd, 2004 • Click Commerce Inc • Services-prepackaged software

This FIRST AMENDMENT (the “Amendment”) to the Asset Purchase Agreement dated March 17, 2004 by and among Click Commerce, Inc., Click West Coast Corp., Click-Webridge, Inc. and Webridge, Inc. (the “Agreement”) is made and entered into this 30th day of March, 2004 by and among the parties to the Agreement. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Agreement. The Section numbers below correspond to the Section numbers of the Agreement.

STOCK OPTION AGREEMENT
Stock Option Agreement • May 11th, 2005 • Click Commerce Inc • Services-prepackaged software

THIS STOCK OPTION AGREEMENT, is made as of May 10, 2005 (the “Grant Date”) between Click Commerce, Inc., a Delaware corporation (the “Company”), and «First_Name» «Last_Name» (the “Optionee”).

AGREEMENT AND PLAN OF MERGER by and among CLICK COMMERCE, INC., XELUS ACQUISITION, INC.,
Agreement and Plan of Merger • June 6th, 2005 • Click Commerce Inc • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement“), dated May 27, 2005, by and among Click Commerce, Inc., a Delaware corporation (the “Parent“), Xelus Acquisition, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Parent, Xelus Acquisition of New York, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub“), and Xelus, Inc., a Delaware corporation (the “Company“).

SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • October 20th, 2005 • Click Commerce Inc • Services-prepackaged software • Illinois

THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made as of the 18th day of October, 2005, by and between Chris Heidelberger (the “Seller”), and Click Commerce, Inc., a Delaware corporation (the “Company”).

SUBLEASE TERMINATION AGREEMENT
Sublease Termination Agreement • November 4th, 2003 • Click Commerce Inc • Services-prepackaged software • Illinois

THIS SUBLEASE TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of August 29, 2003 by and between RADIAN GUARANTY INC., a Pennsylvania corporation (“Radian”), and CLICK COMMERCE, INC., a Delaware corporation (“Click”).

EXHIBIT 4.2 AMENDED AND RESTATED STOCKHOLDERS AND RIGHTS AGREEMENT By and Among Click Interactive, Inc. The Stockholders, as defined herein
Stockholders and Rights Agreement • February 16th, 2000 • Click Commerce Inc • Delaware
WITNESSETH
Limited Waiver and Consent Agreement • August 14th, 2001 • Click Commerce Inc • Services-prepackaged software
CLICK COMMERCE, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • August 14th, 2003 • Click Commerce Inc • Services-prepackaged software

THIS STOCK OPTION AGREEMENT, is made as of July 29, 2003 (the "Grant Date") between Click Commerce, Inc., a Delaware corporation (the "Company"), and Michael Ferro the "Optionee").

AGREEMENT AND PLAN OF MERGER by and among CLICK COMMERCE, INC., CLICK TEXAS CORP., bTRADE ACQUISITION CORP., bTRADE, INC., and CERTAIN STOCKHOLDERS OF bTRADE, INC. June 17, 2004
Agreement and Plan of Merger • July 6th, 2004 • Click Commerce Inc • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 17, 2004, by and among bTRADE, INC., a Texas corporation (the “Company”), CLICK TEXAS CORP., a Delaware corporation and direct, wholly-owned subsidiary of Parent (“Click Sub”), bTRADE ACQUISITION CORP., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), CLICK COMMERCE, INC., a Delaware corporation (the “Parent”), and those holders of Company Stock whose names are set forth on the signature page hereto (the “Holders”).

SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • October 20th, 2005 • Click Commerce Inc • Services-prepackaged software • Illinois

THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made as of the 18th day of October, 2005, by and between Commerce 5, Inc., a Delaware corporation (the “Seller”), and Click Commerce, Inc., a Delaware corporation (the “Company”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2003 • Click Commerce Inc • Services-prepackaged software • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 1st day of January, 2003 (the "Effective Date"), by and between Click Commerce, Inc., a Delaware corporation (the "Corporation") and Michael W. Ferro, Jr., an individual residing in the State of Illinois (the "Executive").

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