2 Initials:_______ Initials:_______ 3 the Premises are situated does not issue certificates of occupancy, then the same number of days after certification by Landlord's architect or contractor that Landlord's construction work has been completed; or...Lease Agreement • March 31st, 1997 • Versant Object Technology Corp • Services-prepackaged software
1 EXHIBIT 10.35 EXHIBIT DRegistration Rights Agreement • March 31st, 1999 • Versant Corp • Services-prepackaged software • New York
1 EXHIBIT 4.03 SOFT MOUNTAIN S.A. SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 12th, 1999 • Versant Corp • Services-prepackaged software
1 Exhibit 10.17 VERSANT OBJECT TECHNOLOGY CORP AND DAVID BANKS SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS This Settlement Agreement and Release of Claims (the "Agreement") is made as of January 7, 1998 by and between David Banks ("MR. BANKS") and...Settlement Agreement • March 31st, 1998 • Versant Object Technology Corp • Services-prepackaged software • California
EXHIBIT 10.28Note Purchase Agreement • March 31st, 1999 • Versant Corp • Services-prepackaged software • California
RECITALSVersant Corp • August 2nd, 1999 • Services-prepackaged software
RECITALSSecurity Agreement • November 13th, 1998 • Versant Corp • Services-prepackaged software
1 EXHIBIT 10.19 REVOLVING CREDIT LOAN AND SECURITY AGREEMENT DATED MAY 15, 1997Loan and Security Agreement • August 14th, 1998 • Versant Corp • Services-prepackaged software • California
EXHIBIT FRegistration Rights Agreement • July 13th, 1999 • Versant Corp • Services-prepackaged software
EXHIBIT 10.31Registration Rights Agreement • March 31st, 1999 • Versant Corp • Services-prepackaged software • California
1 EXHIBIT 10.33Common Stock and Warrant Purchase Agreement • March 31st, 1999 • Versant Corp • Services-prepackaged software • New York
EXHIBIT 10.01 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT This PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of June 28, 1999 (the "Effective Date") by and among Versant Corporation, a California...Preferred Stock and Warrant Purchase Agreement • July 13th, 1999 • Versant Corp • Services-prepackaged software • California
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • March 18th, 2002 • Versant Corp • Services-prepackaged software • California
References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.
SHOREBREEZE SHOREBREEZE II REDWOOD CITY, CALIFORNIA OFFICE LEASE AGREEMENT BETWEENOffice Lease Agreement • June 13th, 2007 • Versant Corp • Services-prepackaged software
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of , 20 , by and between, CA-SHOREBREEZE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and VERSANT CORPORATION, a California corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit C-1 (Space Plans), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions) and Exhibit G (Parking Agreement).
COMMERCIAL SECURITY AGREEMENTSecurity Agreement • August 14th, 2001 • Versant Corp • Services-prepackaged software • California
References in the shaded area for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containg "***" has been omittted due to text length limitations.
Exhibit - 10.42 FINANCIAL PUBLIC RELATIONS AGREEMENT THIS FINANCIAL PUBLIC RELATIONS AGREEMENT ("Agreement") is made and entered into this 1st day of November, 1999 (the "Effective Date") by and between Versant Corporation, a California Corporation...Financial Public Relations Agreement • March 31st, 2000 • Versant Corp • Services-prepackaged software • California
VERSANT CORPORATION INDEMNITY AGREEMENTIndemnity Agreement • February 15th, 2005 • Versant Corp • Services-prepackaged software • California
THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into as of between Versant Corporation, a California corporation (the “Company”), and (“Indemnitee”).
SILICON VALLEY BANK LOAN AND SECURITY AGREEMENTSilicon Valley Bank Loan and Security Agreement • January 30th, 2006 • Versant Corp • Services-prepackaged software • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 16, 2005, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (FAX ) (“Bank”) and VERSANT CORPORATION, a California corporation, with offices at 6539 Dumbarton Circle, Fremont, California 94555 (FAX 510-789-1515) (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
June 14, 2005Letter Agreement Confirms the Agreement • June 16th, 2005 • Versant Corp • Services-prepackaged software
This letter agreement confirms the agreement (this “Agreement”) between you and Versant Corporation (“Versant”) concerning the terms of your agreement to resign as an officer of Versant and the termination of your employment with Versant and offers you the separation compensation and other agreements set forth herein in exchange for a general release of claims from you and your compliance with the other provisions of this Agreement, including the terms on which you will provide consulting services to Versant after termination of your employment. This Agreement is intended to permanently resolve any and all potential disputes which may arise concerning your employment and relationship with Versant, and the termination of your employment with Versant.
1 EXHIBIT 2.01Acquisition Agreement • April 10th, 1997 • Versant Object Technology Corp • Services-prepackaged software • California
EXHIBIT 10.30 EXHIBIT ESecurity Agreement • March 31st, 1999 • Versant Corp • Services-prepackaged software • California
EXHIBIT 10.20 CONSULTING AGREEMENT BETWEEN COMPANY AND DAVID BANKS EFFECTIVE JANUARY 7, 1998Consulting Agreement • August 14th, 1998 • Versant Corp • Services-prepackaged software • California
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 7th, 2006 • Versant Corp • Services-prepackaged software • California
automatically and immediately terminate and expire upon the consummation of a “Change of Control” (as hereafter defined). As used herein, the term “Change of Control” of Seller shall mean: (i) the sale or other disposition of all or any substantial portion of Seller’s assets; (ii) the issuance of securities of Seller, in a single transaction or series of related transactions, that represent fifty percent (50%) or more of the voting power of all Seller’s then outstanding securities as of immediately after their issuance; or (iii) the consummation of any consolidation, merger, tender offer or similar transaction involving Seller or a subsidiary of Seller (each such transaction, a “reorganization”) which results in the shareholders of Seller immediately prior to such reorganization owning, immediately after consummation of such reorganization, either (A) voting securities of Seller or the surviving entity of such reorganization which represent fifty percent (50%)) or less of the voting se
PREFERRED STOCK CONVERSION AGREEMENTPreferred Stock Conversion Agreement • September 29th, 2003 • Versant Corp • Services-prepackaged software • California
This Preferred Stock Conversion Agreement (this "Agreement") is made and entered into as of September 26, 2003 (the "Agreement Date") by and among Versant Corporation, a California corporation (the "Company"), and the undersigned holders of shares of the Company's Series A Preferred Stock listed on Exhibit A hereto, each of whom is individually referred to herein as a "Shareholder" and all of whom together are collectively referred to herein as the "Shareholders".
MANAGING DIRECTOR SERVICE CONTRACT betweenService Contract • February 15th, 2005 • Versant Corp • Services-prepackaged software
By Shareholders’ resolution on 19 May 1993 the shareholders appointed the Managing Director to be Managing Director of the Company.
Exhibit - 10.44 Financial Covenant ModificationsModification Letter Agreement • March 31st, 2000 • Versant Corp • Services-prepackaged software
EXHIBIT - 10.45Security Agreement • August 14th, 2000 • Versant Corp • Services-prepackaged software
Joint Employment Agreement and Managing Director Service ContractEmployment Agreement • September 9th, 2009 • Versant Corp • Services-prepackaged software • California
Witte is currently the President and Chief Executive Officer of Versant and also currently serves as Managing Director of Versant Germany. The Parties desire to set forth in this Agreement the terms and conditions on which Witte will serve as (i) an officer and employee of Versant and (ii) Managing Director of Versant Germany. References herein to “Employee” refer to Witte in his capacity as Chief Executive Officer and an employee of Versant and references herein to “Managing Director” refer to Witte in his capacity as Managing Director of Versant Germany.
FIRST AMENDMENTFirst Amendment • September 9th, 2009 • Versant Corp • Services-prepackaged software
THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of September 3, 2009, by and between CA-SHOREBREEZE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and VERSANT CORPORATION, a California corporation (“Tenant”).
DEFAULT WAIVER AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTDefault Waiver and First • March 17th, 2006 • Versant Corp • Services-prepackaged software • California
This DEFAULT WAIVER AND FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 22nd day of February, 2006, by and between Silicon Valley Bank (“Bank”) and Versant Corporation, a California corporation (“Borrower”) whose address is 6539 Dumbarton Circle, Fremont, CA 94555.
Agreement on the Purchase and Assignment of a ShareVersant Corp • January 30th, 2006 • Services-prepackaged software
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 21st, 2012 • Versant Corp • Services-prepackaged software • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 21, 2012, by and among Actian Corporation, a Delaware corporation (“Parent”); Actian Sub I, Inc., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Versant Corporation, a California corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 1st, 2012 • Versant Corp • Services-prepackaged software • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of SEPTEMBER 28, 2012, by and among UNICOM Systems, Inc., a California corporation (“Parent”); UNICOM Sub Four, Inc., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Versant Corporation, a California corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
VERSANT CORPORATION RETENTION INCENTIVE AGREEMENTRetention Incentive Agreement • September 9th, 2009 • Versant Corp • Services-prepackaged software • California
This Retention Incentive Agreement (the “Agreement”) is made and entered into effective as of September 9, 2009 (the “Effective Date”), by and between JERRY WONG (“Employee”) and VERSANT CORPORATION, a California corporation (the “Company”).
Versant Agrees to be Acquired by Actian for $13.00 per ShareVersant Corp • November 21st, 2012 • Services-prepackaged software
Redwood City, CA, November 21, 2012 - Actian Corporation and Versant Corporation (VSNT), both industry leaders in real-time information management, announced today that they have entered into a definitive merger agreement (the “Actian Acquisition Agreement”) pursuant to which Actian will acquire all of the outstanding common shares of Versant for $13.00 per share in cash for an aggregate purchase price of approximately $37 million. Versant's Board of Directors unanimously approved the Actian Acquisition Agreement and authorized termination of Versant's previously announced merger agreement with UNICOM Systems, Inc. (“Unicom”) in accordance with the terms of that agreement. Actian's $13.00 per share cash purchase price represents a premium of approximately 13% over the $11.50 per share price contemplated by the prior merger agreement with Unicom, and a 32% premium over Versant's closing price of $9.85 per share on the last trading day before announcement of the prior agreement with Unic
