WARRANT TO PURCHASE SHARES COMMON STOCKActividentity Corp • December 18th, 2009 • Services-prepackaged software • Delaware
THIS CERTIFIES THAT, for value received, [insert name of warrant holder], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from ActivIdentity Corporation, a Delaware corporation (the “Company”), shares of the Company’s Common Stock (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in that certain Agreement and Plan of Merger, dated as of December 13, 2009 by and among the Company, Terrapin Holding Corporation, Terrapin Acquisition Corporation, CoreStreet, Ltd., and John F. Burton as Stockholder Representative.
ACTIVIDENTITY CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANY LLC AS RIGHTS AGENT STOCKHOLDER RIGHTS AGREEMENT DATED AS OF JULY 25, 2008Stockholder Rights Agreement • July 25th, 2008 • Actividentity Corp • Services-prepackaged software • Delaware
Agreement, dated as of July 25, 2008, between ActivIdentity Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York Limited Liability Trust Company (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER by and among ASSA ABLOY INC. FITACQUISITION, INC. and ACTIVIDENTITY CORPORATION Dated as of October 11, 2010Agreement and Plan of Merger • October 12th, 2010 • Actividentity Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 11, 2010 by and among ASSA ABLOY Inc., an Oregon corporation (“Parent”), FitAcquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and ActivIdentity Corporation, a Delaware corporation (the “Company”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.
AGREEMENT AND PLAN OF MERGER BY AND AMONG ACTIVIDENTITY CORPORATION, TERRAPIN HOLDING CORPORATION, TERRAPIN ACQUISITION CORPORATION, CORESTREET, LTD., AND JOHN F. BURTON, AS STOCKHOLDER REPRESENTATIVE Dated as of December 13, 2009Agreement and Plan of Merger • December 18th, 2009 • Actividentity Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of December 13, 2009 by and among ActivIdentity Corporation, a Delaware corporation (“Parent”), Terrapin Holding Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Intermediate Sub”), Terrapin Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Intermediate Sub (“Merger Sub”), CoreStreet, Ltd., a Delaware corporation (the “Company”) and John F. Burton, as stockholder representative (the “Stockholder Representative”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.
LEASE AGREEMENTLease Agreement • September 25th, 2002 • Activcard Corp
THIS LEASE, made this 11th day of April 2000 between JOHN ARRILLAGA, Trustee, or his Successor Trustee, UTA dated 7/20/77 (JOHN ARRILLAGA SURVIVOR’S TRUST) as amended, and RICHARD T. PEERY, Trustee, or his Successor Trustee, UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended, hereinafter called Landlord and ACTIVCARD, INC., a California corporation, as hereinafter called Tenant.
ACTIVCARD CORP. STOCK OPTION GRANT AGREEMENT PART I—NOTICE OF STOCK OPTION GRANTStock Option Grant Agreement • July 12th, 2004 • Activcard Corp • Services-prepackaged software • Delaware
You have been granted an option (the “Option”) to purchase shares of common stock of ActivCard Corp. (the “Shares”), subject to the terms and conditions of your employment agreement, dated , (the “Employment Agreement”) and this Option Agreement. Unless otherwise defined herein or in the Employment Agreement, capitalized terms shall have the meanings set forth in the Company’s 2002 Stock Option Plan (the “Plan”) (this Option Agreement, the Plan and the Employment Agreement being hereinafter referred to collectively as the “Option Documents”). This Option is granted outside of the Plan but is nonetheless subject to all terms and provisions of the Option Documents, including those set forth in the Plan. This Option is a “nonqualified stock option,” and this is not intended as an incentive stock option under Section 422 of the Internal Revenue Code.
AMENDMENT NO. 1 TO LEASEActividentity Corp • May 10th, 2010 • Services-prepackaged software
THIS AMENDMENT NO. 1 (“Amendment”) is made and entered into this 9th day of February, 2010, by and between JOHN ARRILLAGA, Trustee, or his Successor Trustee UTA dated 7/20/77 (.JOHN ARRILLAGA SURVIVOR’S TRUST) as amended, and RICHARD T. PEERY, Trustee, or his Successor Trustee UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended, collectively as LANDLORD, and ACTIVIDENTITY, INC., a California corporation, as TENANT.
Employee Retention Bonus AgreementEmployee Retention Bonus Agreement • October 3rd, 2005 • Activcard Corp • Services-prepackaged software • California
ActivCard, Inc. (“Company”), has determined that it is critical to the operation of the Company that Ragu Bhargava (“Employee”) remains in its employ through December 15, 2005 (“Key Date”). Employee previously announced his intention to voluntarily resign his position. In order to encourage Employee to continue to provide employment to the Company through Key Date and remain employed through Key Date, the Company shall provide the Employee with a Retention Bonus (as described below) conditional upon Employee remaining employed through Key Date. Through this period, Employee will continue to perform the duties and obligations of the CFO office, including the closing of the fiscal 2005 financial statements, the filing of the Annual Report on Form 10-K and providing the certifications required under the Sarbanes Oxley Act, as well as assisting with an orderly transition of duties to his replacement as CFO.
ACTIVIDENTITY CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2008 • Actividentity Corp • Services-prepackaged software • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 7, 2008 (the “Effective Date”), by and between ActivIdentity Corporation, a Delaware corporation (the “Company”), and Michael Sotnick (“you”).
SEVERANCE AGREEMENT AND RELEASE Re: Yves Audebert and ActivIdentity CorporationSeverance Agreement and Release • February 9th, 2009 • Actividentity Corp • Services-prepackaged software • California
I, Yves Audebert (“Executive”) acknowledge that my employment with Activldentity Corporation and its affiliates and subsidiaries (collectively, the “Company”) terminated effective on November 14, 2008 (the “Separation Date”). This Severance Agreement and Release (the “Release”) is in consideration of the commitments made by the parties released hereby, all of which commitments are set forth in this document.
ESCROW AGREEMENTEscrow Agreement • December 23rd, 2004 • Activcard Corp • Services-prepackaged software • England and Wales
For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties covenant and agree as follows:
Agreement relating to the sale and purchase of the whole of the remaining issued share capital of Aspace Solutions LimitedActivcard Corp • December 23rd, 2004 • Services-prepackaged software
ACTIVIDENTITY CORPORATION EMPLOYMENT AGREEMENTActividentity Corporation Employment Agreement • May 12th, 2008 • Actividentity Corp • Services-prepackaged software • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 23, 2008 (the “Effective Date”) by and between ActivIdentity Corporation, a Delaware corporation (the “Company”), and Grant Evans (the “Employee”).
ACTIVIDENTITY CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2008 • Actividentity Corp • Services-prepackaged software • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of August 1, 2008 by and between ActivIdentity Corporation, a Delaware corporation (the “Company”), and Jacques Kerrest (the “Employee”).
ACTIVCARD, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2004 • Activcard Corp • Services-prepackaged software • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of (the “Effective Date”) by and between ActivCard, Inc., a California corporation (the “Company”), and George Garrick, Esq. (the “Employee”).
ACTIVCARD EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2005 • Activcard Corp • Services-prepackaged software • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between ActivCard, Inc., a California corporation, and Jason Hart (the “Executive”). ActivCard, Inc. together with its affiliates and parent, including ActivCard Corp., a Delaware corporation, are referred to collectively in this Agreement as the “Company.” This Agreement shall be effective upon the Closing Date (the “Effective Date”) as defined in that certain Stock Purchase Agreement dated as of July 26, 2005 (the “Stock Purchase Agreement”), by and among Jason Hart, Michael Smith, and Equity Partners Two Pty Ltd, a corporation organized under the laws of the Commonwealth of Australia (collectively, the “Sellers”, and each, a “Seller”), Peter Johnson, as Sellers’ Representative, and ActivCard Corp., a Delaware corporation (the “Purchaser”). Certain capitalized terms used by not otherwise defined herein shall have the meanings ascribed thereto or as otherwise defined in the Stock Purchase Agreement.
April 11, 2008Actividentity Corp • May 12th, 2008 • Services-prepackaged software • California
This letter confirms your separation from employment with ActivIdentity Corp. (the “Company”) and proposes an agreement between you and the Company regarding the terms of your separation.
ACTIVCARD EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2004 • Activcard Corp • Services-prepackaged software • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of May 29, 2004 (the “Effective Date”) by and between ActivCard Corp., a Delaware corporation, and Ben C. Barnes (the “Executive”). ActivCard Corp. together with its affiliates and subsidiaries, including ActivCard, Inc., a California corporation, are referred to collectively in this Agreement as the “Company.”
LEASELease • September 25th, 2002 • Activcard Corp • Ontario
WHEREAS in consideration of the rents, covenants, terms and conditions stipulated herein the Landlord and the Tenant have agreed to enter into this Lease for the premises (the “Premises”) being the entire second floor of the building (the “Building”) currently occupied by the Tenant located at the property municipally known as 3429 Hawthorne Road, Ottawa, Ontario, which Premises consist of a rentable area of approximately 5,000 square feet of office space, together with the assembly and storage areas currently used by the Tenant, all as are set out on Schedule “A” hereto.
INVESTMENT AGREEMENTInvestment Agreement • March 15th, 2004 • Activcard Corp • Services-prepackaged software
CONVERTIBLE LOAN AGREEMENT ASPACE SOLUTIONS LIMITED ACTIVCARD CORPConvertible Loan Agreement • March 15th, 2004 • Activcard Corp • Services-prepackaged software
ORLA MACALLISTER AND UNA GILMORE ALAN BATES RICK PEEL EFG READS TRUSTEES LIMITED JOHN MERCHANT CORBETT KEELING LIMITED GARY RIMMER AND ACTIVCARD CORPActivcard Corp • March 15th, 2004 • Services-prepackaged software
MUTUAL RELEASE AND WAIVER AGREEMENTMutual Release and Waiver Agreement • May 12th, 2008 • Actividentity Corp • Services-prepackaged software • California
This MUTUAL RELEASE AND WAIVER AGREEMENT (the “Release”), is made and entered into as of July 19, 2007 (the “Effective Date”), by and between ACTIVIDENTITY CORPORATION, a Delaware corporation (the “Company”) and JASON HART, MICHAEL SMITH and EQUITY PARTNERS TWO PTY LTD (collectively, the “Former Protocom Shareholders”). The Company and each of the Former Protocom Shareholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
ACTIVCARD CORP. Restricted Stock Unit Director Grant AgreementRestricted Stock Unit Director Grant Agreement • November 5th, 2004 • Activcard Corp • Services-prepackaged software • California
This Restricted Stock Unit Director Grant Agreement (the “Agreement”) is dated as of , 20 and is entered into between ActivCard Corp., a Delaware corporation (the “Company”), and (the “Director”).
SEWP III SUBCONTRACT AGREEMENTSewp Iii Subcontract Agreement • December 6th, 2002 • Activcard Corp • Services-prepackaged software • Maryland
SEVERANCE AGREEMENT AND RELEASE Re: Thomas Jahn and ActivIdentity CorporationSeverance Agreement and Release • May 12th, 2008 • Actividentity Corp • Services-prepackaged software • California
I, Thomas Jahn (“Executive”) acknowledge that I have resigned my employment with ActivIdentity Corporation and its affiliates and subsidiaries (collectively, the “Company”) effective on April 11, 2008 (the “Resignation Date”). This Severance Agreement and Release (the “Release”) is in consideration of the commitments made by the parties released hereby, all of which commitments are set forth in this document.
STOCK PURCHASE AGREEMENT AMONG JASON HART, MICHAEL SMITH, EQUITY PARTNERS TWO PTY LTD AS TRUSTEE FOR EQUITY PARTNERS 2 TRUST PETER JOHNSON, AS SELLERS' REPRESENTATIVE AND ACTIVCARD CORP. Dated July 26, 2005Stock Purchase Agreement • July 27th, 2005 • Activcard Corp • Services-prepackaged software • California
This Stock Purchase Agreement, dated as of July 26, 2005 (the “Agreement”), is entered into by and among Jason Hart, Michael Smith, and Equity Partners Two Pty Ltd, a corporation organized under the laws of the Commonwealth of Australia, as Trustee for Equity Partners 2 Trust, pursuant to trust deed dated 27 July 2000 (collectively, the “Sellers”, and each, a “Seller”), Peter Johnson, as Sellers’ Representative, and ActivCard Corp., a Delaware corporation (the “Purchaser”).
ACTIVIDENTITY CORPORATION AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • October 12th, 2010 • Actividentity Corp • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of October 11, 2010, is made by and between ACTIVIDENTITY CORPORATION., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY LLC, a New York limited liability trust company (the “Rights Agent”) to amend the Stockholder Rights Agreement, dated as of July 25, 2008, by and between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used in this Amendment but not defined herein shall have the meaning assigned to them in the Rights Agreement.
ACTIVCARD CORP. Restricted Stock Unit Grant AgreementRestricted Stock Unit Grant Agreement • December 14th, 2004 • Activcard Corp • Services-prepackaged software • California
This Restricted Stock Unit Grant Agreement (the “Agreement”) is dated as of (the “Grant Date”) and is entered into between ActivCard Corp., a Delaware corporation (the “Company”), and (the “Employee”).
SEVERANCE AGREEMENT AND RELEASE Re: Jason Hart and ActivIdentity CorporationActividentity Corp • December 14th, 2007 • Services-prepackaged software • California
I, Jason Hart ("Executive") acknowledge that I have voluntarily resigned my employment with ActivIdentity Corporation, and its affiliates and subsidiaries (collectively, the "Company") effective on November 1, 2007 (the "Resignation Date"). Despite termination of my employment duties, I will remain on the Board of Directors of the Company and will be obligated to faithfully perform the duties of a director. This Severance Agreement and Release (the "Release") is in consideration of the commitments made by the parties released hereby, all of which commitments are set forth in this document.
ContractPurchase and Assignment Agreement • December 29th, 2006 • Actividentity Corp • Services-prepackaged software
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “***”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT OF 1934.
