Lyris, Inc. Sample Contracts

Lyris, Inc. – BY-LAWS of LYRIS, INC. (the “Corporation”) (June 23rd, 2015)
Lyris, Inc. – CERTIFICATE OF INCORPORATION OF LYRIS, INC. (June 23rd, 2015)

SECOND:Its registered office in the State of Delaware is to be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, and its registered agent at such address is The Corporation Trust Company.

Lyris, Inc. – GUARANTEE (May 6th, 2015)

GUARANTEE, dated as of May 4, 2015 (this “Guarantee”), by ESW Capital, LLC (the “Guarantor”), in favor of Lyris, Inc., a Delaware corporation (the “Guaranteed Party”).

Lyris, Inc. – SECOND AMENDMENT AGREEMENT (May 6th, 2015)

This Second Amendment Agreement (this “Amendment”) is entered into this 30th day of April, 2015, by and between (i) SILICON VALLEY BANK, a California corporation (“Bank”), and (ii) LYRIS, INC., a Delaware corporation with a principal place of business located at 6401 Hollis Street, Suite 125, Emeryville, California 94608 (“Lyris”), LYRIS TECHNOLOGIES, INC., a Delaware corporation (“Technologies”) and COMMODORE RESOURCES (NEVADA), INC., a Nevada corporation (“Commodore”, and together with Lyris and Technologies, individually and collectively, jointly and severally, the “Borrower”).

Lyris, Inc. – FORM OF VOTING AGREEMENT (May 6th, 2015)

This VOTING AGREEMENT (this “Agreement”), dated as of May 4, 2015 by and among LY Acquisition Corp., a Delaware corporation (“Buyer”), William T. Comfort, III, LDN Stuyvie Partnership, 65 BR Trust, Ltd., Lyr, Ltd. and Meudon Investments (each a “Stockholder” and collectively, the “Stockholders”), stockholders of Lyris, Inc., a Delaware corporation (the “Company”).

Lyris, Inc. – AGREEMENT AND PLAN OF MERGER (May 6th, 2015)
Lyris, Inc. – Aurea Signs Definitive Agreement to Acquire Lyris Lyris to be Acquired by Aurea for $.89 Per Common Share in Cash (May 4th, 2015)

EMERYVILLE, Calif., May 4, 2015 (GLOBE NEWSWIRE) -- Lyris, Inc. (OTCBB:LYRI) today announced that it has entered into a definitive agreement under which Aurea, a technology solutions provider that enables companies to deliver transformative customer experiences, will acquire Lyris. Under the terms of the agreement, each share of outstanding common stock of Lyris will be exchanged for $.89, payable in cash, and each outstanding share of preferred stock of Lyris will be exchanged for $2.50, payable in cash, in accordance with Lyris' charter. The transaction has been unanimously approved by the Special Committee of the Lyris Board of Directors, as well as by the entire Lyris Board of Directors.

Lyris, Inc. – FIRST AMENDMENT AGREEMENT (December 10th, 2013)

This First Amendment Agreement (this “Amendment”) is entered into this ninth day of December, 2013, by and between (i) SILICON VALLEY BANK, a California corporation (“Bank”), and (ii) LYRIS, INC., a Delaware corporation with a principal place of business located at 6401 Hollis Street, Suite 125, Emeryville, California 94608 (“Lyris”), LYRIS TECHNOLOGIES, INC., a Delaware corporation (“Technologies”) and COMMODORE RESOURCES (NEVADA), INC., a Nevada corporation (“Commodore”, and together with Lyris and Technologies, individually and collectively, jointly and severally, the “Borrower”).

Lyris, Inc. – Amendment No. 2 to First Amended and Restated Bylaws of Lyris, Inc. Effective September 13, 2013 (September 17th, 2013)

The First Amended and Restated Bylaws are hereby amended to add a new Article XI, Section 11 to read in its entirety as follows:

Lyris, Inc. – Dear Nello, (May 9th, 2013)

This letter confirms the agreement (“Agreement”) between you and Lyris (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.

Lyris, Inc. – LOAN AND SECURITY AGREEMENT (May 8th, 2013)

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 6, 2013 (the “Effective Date”) between (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 555 Mission Street, Suite 900, San Francisco, California 94105 (“Bank”), and (ii) LYRIS, INC., a Delaware corporation with a principal place of business located at 6401 Hollis Street, Suite 125, Emeryville, California 94608 (“Lyris”), LYRIS TECHNOLOGIES, INC., a Delaware corporation (“Technologies”) and COMMODORE RESOURCES (NEVADA), INC., a Nevada corporation (“Commodore”, and together with Lyris and Technologies, individually and collectively, jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Lyris, Inc. – March 8, 2013 (March 12th, 2013)

This letter confirms the agreement (“Agreement”) between you and Lyris, Inc. (the “Company”) concerning the terms of your transition and separation from employment and offers you certain benefits in exchange for a general release of claims and covenant not to sue upon termination of your employment, as provided in further detail below. If you agree to abide by the terms outlined in this letter, please sign and return this letter to me no later than March 8, 2013.

Lyris, Inc. – CERTIFICATE OF DESIGNATION OF THE SERIES A PREFERRED STOCK (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) (October 18th, 2012)

Lyris, Inc, a Delaware corporation (the “Corporation”), does hereby certify that, pursuant to the authority contained in Article Fourth, Section B of its Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and in accordance with the provisions of Section 151 of the Delaware General Corporation Law, the Corporation's Board of Directors has duly adopted the following resolution creating a series of Preferred Stock designated as Series A Preferred Stock:

Lyris, Inc. – LYRIS, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (July 26th, 2012)
Lyris, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (May 24th, 2012)

This Executive Employment Agreement (the “Agreement”) is entered into between Lyris, Inc., a Delaware corporation (“Company”) and Wolfgang Maasberg (“Employee”). This Agreement is effective as of August 18, 2010, the day Employee shall commence employment with the Company (“Effective Date”).

Lyris, Inc. – Post-it® Fax Note 7671 Date 10/7/10 # of pages u3 Jim Lovelady To ILLEGIBLE From ILLEGIBLE Co./Dept. ILLEGIBLE Co. ILLEGIBLE Phone # Phone # Fax # Fax # 847.931.0194 From: Wolfgang Maasberg (May 24th, 2012)

Thank you for meeting with us! Everyone here has enjoyed speaking with you, and we’d like you to join Lyris Inc. I am pleased to confirm the offer made to you for the position of Vice President, Sales. Your start date will be on or before October 25, 2010 working out of your home office in Chicago, reporting to Wolfgang Maasberg, President & CEO.

Lyris, Inc. – J. L. HALSEY CORPORATION 2005 EQUITY-BASED COMPENSATION PLAN (May 24th, 2012)
Lyris, Inc. – September 28, 2011 Jim Lovelady Dear Jim, (May 24th, 2012)

It was a pleasure speaking with you today. Thank you for your service to Lyris. As was mutually agreed, there is no longer a match between our business model and your professional and financial goals. Accordingly, your employment with Lyris, Inc. is terminated as of September 30, 2011. Further, this letter is intended to summarize how your separation from Lyris, Inc. will affect your participation in the various group benefit plans.

Lyris, Inc. – LYRIS, INC., REPORTS THIRD QUARTER 2012 RESULTS (May 10th, 2012)

(EMERYVILLE, CA), May 10, 2012—Lyris, Inc., (OTCBB: LYRI.OB), the global digital marketing expert, today reported results for the third quarter and first nine months of fiscal 2012.

Lyris, Inc. – AMENDMENT TO AND AFFIRMATION OF SECURED GUARANTY DOCUMENTS (April 24th, 2012)

This AMENDMENT TO AND AFFIRMATION OF SECURED GUARANTY DOCUMENTS is made as of April 18, 2012, by the undersigned (“Guarantor”) and Comerica Bank (“Bank”).

Lyris, Inc. – AFFIRMATION OF SUBORDINATION AGREEMENT (April 24th, 2012)

This AFFIRMATION OF SUBORDINATION AGREEMENT is made as of April 18, 2012, by the undersigned (“Creditor”) for the benefit of Comerica Bank (“Bank”).

Lyris, Inc. – NINTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (April 24th, 2012)

This Ninth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of April 18, 2012, by and between COMERICA BANK (“Bank”) and LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”).

Lyris, Inc. – CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF LYRIS, INC. (March 5th, 2012)

Lyris, Inc. (“Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:

Lyris, Inc. – THIRD AMENDMENT TO THE 2005 EQUITY-BASED COMPENSATION PLAN (February 9th, 2012)

WHEREAS, on May 6, 2005, the board of directors of the Company (the “Board”) adopted the J. L. Halsey Corporation 2005 Equity-Based Compensation Plan, as amended on May 6, 2005 by the Board with the First Amendment to the J.L. Halsey Corporation 2005 Equity-Based Compensation Plan (collectively, the “Plan”);

Lyris, Inc. – LYRIS, INC., REPORTS SECOND QUARTER 2012 RESULTS (February 9th, 2012)

(EMERYVILLE, CA), February 9, 2012—Lyris, Inc., (OTCBB: LYRI.OB), the global digital marketing expert, today reported results for the second quarter and first six months of fiscal 2012.

Lyris, Inc. – EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (December 1st, 2011)

This Eighth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of November 28, 2011, by and between COMERICA BANK (“Bank”) and LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”).

Lyris, Inc. – SUBSCRIPTION AGREEMENT LYRIS, INC. (November 22nd, 2011)

This Subscription Agreement (this “Agreement”) is entered into as of November 21, 2011, by and between Lyris, Inc., a Delaware corporation (the “Corporation”), and the subscriber (“Subscriber”) specified on the signature page hereof.

Lyris, Inc. – LIMITED GUARANTY (September 6th, 2011)

For and in consideration of the Credit Extensions by COMERICA BANK (“Bank”) to LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”).which loan is made pursuant to that certain Amended and Restated Loan and Security Agreement dated as of March 6, 2008, as amended from time to time, including by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of July 30, 2008, that certain Second Amendment to Amended and Restated Loan and Security Agreement dated as of December 31, 2008, that certain Third Amendment to Amended and Restated Loan and Security Agreement dated as of June 19, 2009, that certain Fourth Amendment to Amended and Restated Loan and Security Agreement dated as of October 23, 2009, that certain Fifth Amendment to Amended and Restated Loan and Security Agreement dated as of May 6, 2010, that certain Sixth Amendment to Amended and Restated Loan and Security Agreement date

Lyris, Inc. – SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (September 6th, 2011)

This Seventh Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of August 31, 2011, by and between COMERICA BANK (“Bank”) and LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”).

Lyris, Inc. – PLEDGE AND SECURITY AGREEMENT (September 6th, 2011)

THIS PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”) is made as of August 31, 2011 by the undersigned, (“Grantor”) in favor of COMERICA BANK (the “Bank”).

Lyris, Inc. – SUBORDINATION AGREEMENT (September 6th, 2011)
Lyris, Inc. – REIMBURSEMENT AND SECURITY AGREEMENT (September 6th, 2011)

This Reimbursement and Security Agreement is entered into as of August 31, 2011 (this “Agreement”), by and among WILLIAM T. COMFORT, III (“Guarantor”), on the one hand, and LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”), on the other.

Lyris, Inc. – Media Relations: Jennifer Cook Lyris, Inc. (June 15th, 2011)
Lyris, Inc. – TERMINATION AGREEMENT BETWEEN THE COMPANY AND HEIDI MACKINTOSH, DATED FEBRUARY 4, 2011 (May 11th, 2011)
Lyris, Inc. – LYRIS, INC., REPORTS THIRD QUARTER FISCAL 2011 RESULTS (May 11th, 2011)

(EMERYVILLE, CA), May 11, 2011---Lyris, Inc., (OTCBB: LYRI.OB), the online marketing expert, today reported results for the third quarter and first nine months of fiscal 2011.