Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between Cedar Technologies, Inc. (the "Company"); John Kubinski; William McMahon; James Lewis; Joseph Novagratz; Robert Gearou; Bob Inc.; BJB Inc.; CDR Acquisition, Inc. ("Newco"); and Rimage Corporation...Agreement and Plan of Merger • March 16th, 2000 • Rimage Corp • Computer peripheral equipment, nec • Minnesota
RECITALSAsset Purchase Agreement • August 16th, 1999 • Rimage Corp • Computer peripheral equipment, nec • Minnesota
AND WELLS FARGO BANK MINNESOTA, N.A. RIGHTS AGENTRights Agreement • September 18th, 2003 • Rimage Corp • Computer peripheral equipment, nec • Minnesota
RECITALS --------Asset Purchase Agreement • July 12th, 1999 • Rimage Corp • Computer peripheral equipment, nec • Minnesota
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 12th, 1996 • Rimage Corp • Computer peripheral equipment, nec
ARTICLE II ---------- REPRESENTATIONS AND WARRANTIES ------------------------------Credit Agreement • March 16th, 2005 • Rimage Corp • Computer peripheral equipment, nec • Minnesota
ARTICLE ICredit Agreement • March 31st, 1998 • Rimage Corp • Computer peripheral equipment, nec • Minnesota
3,225,000 Shares1 Qumu Corporation Common Stock, par value $0.01 per share PURCHASE AGREEMENTPurchase Agreement • January 27th, 2021 • Qumu Corp • Services-prepackaged software • New York
Qumu Corporation, a Minnesota corporation (the “Company”), proposes to sell to Craig-Hallum Capital Group LLC (the “Underwriter”) an aggregate of 3,225,000 shares (the “Firm Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the Underwriter an option to purchase up to 483,750 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
INTRODUCTIONEscrow Agreement • March 16th, 2000 • Rimage Corp • Computer peripheral equipment, nec • Minnesota
AGREEMENT AND PLAN OF MERGER by and among ENGHOUSE INTERACTIVE, INC., Cosmos Merger Sub, Inc. and QUMU CORPORATION DECEMBER 17, 2022Agreement and Plan of Merger • December 19th, 2022 • Qumu Corp • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 17, 2022 (this “Agreement”), is by and among Enghouse Interactive, Inc., a Delaware corporation (“Parent”), Cosmos Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Qumu Corporation, a Minnesota corporation (the “Company”).
GUARANTY AND COLLATERAL AGREEMENT dated as of January 12, 2018 amongGuaranty and Collateral Agreement • January 16th, 2018 • Qumu Corp • Services-prepackaged software
THIS GUARANTY AND COLLATERAL AGREEMENT dated as of January 12, 2018 (this “Agreement”) is entered into among (i) QUMU CORPORATION, a Minnesota corporation (“Borrower”), and (ii) QUMU, INC., a California corporation (“Guarantor”, and together with Borrower, individually and collectively referred to herein as the “Company”; and together with any other Person that becomes a party hereto as provided herein, the “Grantors”), in favor of ESW HOLDINGS, INC., as administrative agent (in such capacity, the “Administrative Agent”) for itself, all the Lenders party to the Credit Agreement (as hereafter defined) and (to the extent set forth herein) certain Affiliates of the Lenders.
SUPPORT AGREEMENTSupport Agreement • February 11th, 2020 • Qumu Corp • Services-prepackaged software • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 11, 2020 by and between Qumu Corporation, a Minnesota corporation (“Qumu”), and the undersigned stockholder (“Shareholder”) of Synacor, Inc., a Delaware corporation (“Synacor”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (defined below).
TERM LOAN CREDIT AGREEMENT dated as of January 12, 2018 amongTerm Loan Credit Agreement • January 16th, 2018 • Qumu Corp • Services-prepackaged software
THIS TERM LOAN CREDIT AGREEMENT dated as of January 12, 2018 (this “Agreement”) is entered into among (i) QUMU CORPORATION, a Minnesota corporation (the “Borrower”), (ii) QUMU, Inc., a California corporation and the other Persons party hereto from time to that are designated as a “Guarantor” hereunder, (iii) the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”), and (iv) ESW HOLDINGS, INC. (in its individual capacity, “ESW Holdings”), as administrative agent for the Lenders.
QUMU CORPORATION AMENDED AND RESTATED WARRANTQumu Corp • March 2nd, 2018 • Services-prepackaged software • New York
QUMU CORPORATION, a Minnesota corporation (the “Company”), hereby certifies that, for value received, ESW Holdings, Inc. or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 925,000 (subject to adjustment as provided herein) fully paid and non-assessable shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.96 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date set forth above (the “Issuance Date”) and through and including January 12, 2028 (the “Expiration Date”), and subject to the following terms and conditions. This Amended and Restated Warrant (this “Warrant”) is an amendment and restatement of and supersedes in its entirety effective as of February 28, 2018 that certain Warrant No. 2 dated January
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among SYNACOR, INC. QUANTUM MERGER SUB I, INC. and QUMU CORPORATIONAgreement and Plan of Merger and Reorganization • February 11th, 2020 • Qumu Corp • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of February 11, 2020 by and among Synacor, Inc., a Delaware corporation (“Synacor”), Quantum Merger Sub I, Inc., a Minnesota corporation and a direct, wholly owned subsidiary of Synacor (“Merger Sub”), and Qumu Corporation, a Minnesota corporation (“Qumu”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
FLOOR PLAN EXHIBIT A LEGAL DESCRIPTION EXHIBIT B WORK LETTER EXHIBIT C ADDITIONAL LEASE PROVISIONS EXHIBIT D LEASE 7725 Washington Ave. Corp. Sept. 1, 1998 $ See Exhibit D --------------------------- ------------- ---------------- (Owner/Landlord)...Lease • May 14th, 2002 • Rimage Corp • Computer peripheral equipment, nec
LEASE ------------------------------------------------------------------------- -------Lease • November 17th, 1998 • Rimage Corp • Computer peripheral equipment, nec
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • June 30th, 2020 • Qumu Corp • Services-prepackaged software
This MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of June 29, 2020, is by and among Synacor, Inc., a Delaware corporation (“Synacor”), Qumu Corporation., a Minnesota corporation (“Qumu”), and Quantum Merger Sub I, Inc., a Minnesota corporation.
ASSET PURCHASE AGREEMENT by and among EQUUS HOLDINGS, INC., as Parent REDWOOD ACQUISITION, INC., as Buyer, and QUMU CORPORATION as Seller April 24, 2014Asset Purchase Agreement • April 24th, 2014 • Qumu Corp • Computer peripheral equipment, nec • Minnesota
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of April 24, 2014 (the “Effective Date”), by and among Equus Holdings, Inc., a Minnesota corporation (“Parent”), Redwood Acquisition, Inc., a Minnesota corporation (“Buyer”), and Qumu Corporation, a Minnesota corporation (“Seller”). Parent, Buyer and Seller are each referred to in this Agreement as a “Party.”
Form of Amended and Restated Severance/Change in Control Letter Agreement between the Company and its executive officers] December 28, 2012Rimage Corp • January 4th, 2013 • Computer peripheral equipment, nec • Minnesota
The purpose of this Letter Agreement is to set forth our agreement in regard to your severance arrangement. Although your employment is “at will” and may be terminated by you or Rimage Corporation (“Rimage”) at any time for any reason, Rimage has agreed to provide you with a particular severance pay benefit in the event Rimage terminates your employment without Cause (as defined below) or, for the specified periods identified below following the date of this Letter Agreement or following a Change in Control (as defined below), you terminate your employment for Good Reason (as defined below). Terms not otherwise defined in this letter (the “Letter Agreement”) shall have the meaning given such terms on Schedule 1, which is incorporated herein by reference. Rimage’s obligation to you under this Letter Agreement is, among the other requirements set forth below, subject to the condition that you execute a Nondisclosure and Noncompetition Agreement in the form attached as Exhibit A, which is
AGREEMENTAgreement • March 20th, 2015 • Qumu Corp • Services-prepackaged software • Minnesota
This Agreement (this “Agreement”) is made and entered into as of March 18, 2015, by and among Qumu Corporation (the “Company”) and Dolphin Limited Partnership III, L.P. (“Dolphin III”), Dolphin Associates III, LLC, and Dolphin Holdings Corp. III (collectively, “Dolphin”) (each of the Company and Dolphin, a “Party” to this Agreement, and collectively, the “Parties”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 7th, 2017 • Qumu Corp • Services-prepackaged software
This Amendment No. 2 to Credit Agreement (this “Amendment”), dated as of November 6, 2017 (the “Effective Date”), is entered into by and among Qumu Corporation, a Minnesota corporation (“Borrower”), Qumu, Inc., a California corporation (“Guarantor”), HCP-FVD, LLC, a Delaware limited liability company, as Lender (“Lender”) and Hale Capital Partners, LP, as administrative agent for the Lenders under the Credit Agreement referred to below (“Administrative Agent”).
THIRD AMENDMENT TO LEASELease • May 8th, 2019 • Qumu Corp • Services-prepackaged software
THIS THIRD AMENDMENT TO LEASE is made effective this 18th day of January, 2019, by and between Butler North, LLC, a Minnesota Limited Liability Company (hereinafter referred to as "Landlord"), and QUMU Corporation, a Minnesota corporation (hereinafter referred to as "Tenant").
QUMU CORPORATION PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • March 10th, 2017 • Qumu Corp • Services-prepackaged software • Minnesota
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the Grant Date set forth above, by and between Qumu Corporation, a Minnesota corporation (the “Company”), and the Participant named above (“Participant”) setting forth the terms and conditions of an award of Performance Stock Units granted to Participant pursuant to the Qumu Corporation Second Amended and Restated 2007 Stock Incentive Plan, as amended and as may be further amended and from time to time (the “Plan”).
QUMU CORPORATION PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • March 23rd, 2018 • Qumu Corp • Services-prepackaged software • Minnesota
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the Grant Date set forth above, by and between Qumu Corporation, a Minnesota corporation (the “Company”), and the Participant named above (“Participant”) setting forth the terms and conditions of an award of Performance Stock Units granted to Participant pursuant to the Qumu Corporation Second Amended and Restated 2007 Stock Incentive Plan, as amended and as may be further amended from time to time (the “Plan”).
Form of Amended and Restated Severance/Change of Control Letter Agreement between the Company and its executive officers] (Date)Rimage Corp • March 13th, 2007 • Computer peripheral equipment, nec • Minnesota
The purpose of this Letter Agreement is to set forth our agreement in regard to your severance arrangement. Although your employment is “at will” and may be terminated by you or Rimage Corporation (“Rimage”) at any time for any reason, Rimage has agreed to provide you with a particular severance pay benefit in the event Rimage terminates your employment without Cause (as defined below) or, for the specified periods identified below following the date of this Letter Agreement or following a Change in Control (as defined below), you terminate your employment for Good Reason (as defined below). Terms not otherwise defined in this letter (the “Letter Agreement”) shall have the meaning given such terms on Schedule 1, which is incorporated herein by reference. Rimage’s obligation to you under this Letter Agreement is, among the other requirements set forth below, subject to the condition that you execute a Nondisclosure and Noncompetition Agreement in the form attached as Exhibit A, which is
STANDSTILL AGREEMENTStandstill Agreement • December 20th, 2017 • Qumu Corp • Services-prepackaged software • Minnesota
This Standstill Agreement (this “Agreement”) is made and entered into as of December 19, 2017, by and among Qumu Corporation (the “Company”) and Harbert Discovery Fund, LP (“Harbert Discovery”), Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc. and Harbert Management Corporation (collectively, “Harbert”) (each of the Company and Harbert, a “Party” to this Agreement, and collectively, the “Parties”).
RIMAGE CORPORATION STOCK OPTION AGREEMENTRimage Corporation Stock Option Agreement • March 29th, 2013 • Rimage Corp • Computer peripheral equipment, nec • Minnesota
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of the Grant Date set forth below, by and between Rimage Corporation, a Minnesota corporation (the “Company”), and the optionee named below (“Optionee”), and is not issued pursuant to the Company’s 2007 Amended and Restated Stock Incentive Plan or any other equity incentive plan of the Company.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 31st, 2017 • Qumu Corp • Services-prepackaged software
This Amendment No. 1 to Credit Agreement (this “Amendment”), dated as of March 31, 2017 (the “Effective Date”), is entered into by and among Qumu Corporation, a Minnesota corporation (“Borrower”), Qumu, Inc., a California corporation (“Guarantor”), HCP-FVD, LLC, a Delaware limited liability company, as Lender (“Lender”) and Hale Capital Partners, LP, as administrative agent for the Lenders under the Credit Agreement referred to below (“Administrative Agent”).
RIMAGE CORPORATION AMENDED AND RESTATED 1992 STOCK PLAN NON-INCENTIVE STOCK OPTION AGREEMENTOption Agreement • August 6th, 2013 • Rimage Corp • Computer peripheral equipment, nec
THIS AGREEMENT is made as of the Grant Date set forth above, by and between Rimage Corporation, a Minnesota corporation (the “Company”), and the Optionee named above (the “Optionee”), who is an employee of the Company or any of its “Affiliates” as defined in the Option Plan (as defined below).
October 19, 2015 Sherman L. Black [address] [address] Dear Sherman:Release Agreement • October 19th, 2015 • Qumu Corp • Services-prepackaged software
This letter (“Agreement”) describes our agreement regarding the separation of your employment with Qumu Corporation (“Qumu” or the “Company”), effective November 2, 2015 and to specify the terms of the general release you are obligated to provide pursuant to Section 1(c) of the Letter Agreement between you and the Company dated February 21, 2013 (the “Letter Agreement”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • November 9th, 2009 • Rimage Corp • Computer peripheral equipment, nec • Minnesota
This SEPARATION AND RELEASE AGREEMENT (“Agreement”) will confirm the agreement to mutually terminate the employment relationship between Bernard P. Aldrich (“Executive” or “you”) and Rimage Corporation and its subsidiaries, affiliates, successors and assigns (collectively, the “Company”).
QUMU corporation Performance Stock Unit award agreementPerformance Stock Unit Award Agreement • February 24th, 2021 • Qumu Corp • Services-prepackaged software • Minnesota
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the Grant Date set forth above, by and between Qumu Corporation, a Minnesota corporation (the “Company”), and the Participant named above (“Participant”) setting forth the terms and conditions of an award of Performance Stock Units granted to Participant pursuant to the Qumu Corporation Second Amended and Restated 2007 Stock Incentive Plan, as amended and as may be further amended from time to time (the “Plan”).
BUILDING LEASEAcceptance Agreement • March 10th, 2015 • Qumu Corp • Services-prepackaged software • Minnesota
AMENDMENT NO. 1 TO STANDSTILL AGREEMENTStandstill Agreement • October 26th, 2018 • Qumu Corp • Services-prepackaged software
This Amendment No. 1 to Standstill Agreement (this “Amendment”) is made and entered into as of October 25, 2018 (the “Effective Date”) by and among Qumu Corporation (the “Company”) and Harbert Discovery Fund, LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc. and Harbert Management Corporation (collectively, “Harbert”) (each of the Company and Harbert, a “Party” to this Amendment, and collectively, the “Parties”).
