SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN VERINT SYSTEMS INC. AND COGNYTE SOFTWARE LTD. DATED FEBRUARY 1, 2021Separation and Distribution Agreement • February 1st, 2021 • Cognyte Software Ltd. • Services-prepackaged software • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated February 1, 2021, is by and between Verint Systems Inc., a Delaware corporation (“VSI”), and Cognyte Software Ltd., a company organized under the laws of the State of Israel (“SpinCo”). Capitalized terms used herein and not otherwise defined will have the respective meanings assigned to them in Article I.
TRANSITION SERVICES AGREEMENT BETWEEN VERINT SYSTEMS INC. AND COGNYTE SOFTWARE LTD. DATED FEBRUARY 1, 2021Transition Services Agreement • February 1st, 2021 • Cognyte Software Ltd. • Services-prepackaged software • Delaware
THIS TRANSITION SERVICES AGREEMENT dated February 1, 2021 (this “Agreement”), is between Verint Systems Inc., a Delaware corporation (“VSI”), and Cognyte Software Ltd., a company organized under the laws of the State of Israel (“SpinCo”). VSI and SpinCo are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VERINT SYSTEMS INC. AND COGNYTE SOFTWARE LTD. DATED AS OF FEBRUARY 1, 2021Employee Matters Agreement • February 1st, 2021 • Cognyte Software Ltd. • Services-prepackaged software • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of February 1, 2021, is by and between Verint Systems Inc., a Delaware corporation (“Parent”), and Cognyte Software Ltd., a company organized under the laws of the State of Israel (“SpinCo”).
TAX MATTERS AGREEMENT BETWEEN VERINT SYSTEMS INC. AND COGNYTE SOFTWARE LTD. DATED AS OF FEBRUARY 1, 2021Tax Matters Agreement • February 1st, 2021 • Cognyte Software Ltd. • Services-prepackaged software • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) dated as of February 1, 2021, is between Verint Systems Inc., a Delaware corporation (“VSI”), and Cognyte Software Ltd., an Israeli company limited by shares (“SpinCo”).
INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENTIntellectual Property Cross License Agreement • February 1st, 2021 • Cognyte Software Ltd. • Services-prepackaged software • Delaware
This INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (the “Agreement”) has been entered into as of February 1, 2021 (the “Effective Date”) by and between Verint Systems Inc. (“VSI”), a Delaware corporation having an office at 175 Broadhollow Road, Melville, New York 11747 USA and Cognyte Software Ltd. (“SpinCo”), an Israeli corporation having an office at 33 Maskit, Herzliya Pituach 4673333 Israel. VSI and SpinCo may also be referred to individually as a “Party” or collectively as “Parties”.
AMENDMENT NO. 3 TO THE COMMITMENT LETTER DATED DECEMBER 27, 2020Cognyte Software Ltd. • January 3rd, 2024 • Services-prepackaged software
This amendment (the “Amendment No. 3”) to the Commitment Letter and Covenants Letter both dated December 27, 2020 and to Amendment No. 1 and Amendment No. 2 is entered into with effect from December 31, 2023 (“Effective Date of Amendment No. 3”).
TRADEMARK CROSS LICENSE AGREEMENTTrademark Cross License Agreement • February 1st, 2021 • Cognyte Software Ltd. • Services-prepackaged software • Delaware
This TRADEMARK CROSS LICENSE AGREEMENT (the “Agreement”) has been entered into as of February 1, 2021 (the “Effective Date”) by and between Verint Systems Inc. (“VSI”), a Delaware corporation and Cognyte Software Ltd. (“SpinCo”), an Israeli corporation. VSI and SpinCo may also be referred to individually as a “Party” or collectively as “Parties”.
FORM OF TRADEMARK CROSS LICENSE AGREEMENTForm of Trademark Cross License Agreement • January 14th, 2021 • Cognyte Software Ltd. • Services-prepackaged software • Delaware
This TRADEMARK CROSS LICENSE AGREEMENT (the “Agreement”) has been entered into as of [●], 2021 (the “Effective Date”) by and between Verint Systems Inc. (“VSI”), a Delaware corporation and Cognyte Software Ltd. (“SpinCo”), an Israeli corporation. VSI and SpinCo may also be referred to individually as a “Party” or collectively as “Parties”.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 22nd, 2020 • Cognyte Software Ltd. • Services-prepackaged software
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of January __, 2021, is entered into by and between Cognyte Software Ltd., an Israeli company whose address is 33 Maskit, Herzliya Pituach, 46733, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto officer (the “Indemnitee”).
