Geoworks /Ca/ Sample Contracts
1. LEASED PREMISES 1 2. TERM 1 3. USE 2 4. BASE RENT 2 5. CONSTRUCTION & DELIVERY OF THE PREMISES 2 6. REAL ESTATE TAXES AND INSURANCE PREMIUMS 3 7. UTILITIES; TRASH REMOVAL 4 8. SECURITY DEPOSIT 5 9. LATE CHARGES 6 10. ALTERATIONS AND IMPROVEMENTS 7...Lease Agreement • June 29th, 2001 • Geoworks /Ca/ • Services-prepackaged software • New Jersey
WITNESSETHEscrow Agreement • March 10th, 1997 • Geoworks /Ca/ • Services-prepackaged software • California
EXHIBIT 10.4 - FORM OF STOCK OPTION AGREEMENT UNDER THE 1994 STOCK PLAN STOCK OPTION AGREEMENT GRANTED UNDER GEOWORKS' 1994 STOCK OPTION PLAN Unless otherwise defined herein, the terms defined in the 1994 Stock Option Plan (the "Plan") shall have the...Stock Option Agreement • June 29th, 2001 • Geoworks /Ca/ • Services-prepackaged software • California
Exhibit 4.2 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of May 15, 2003 (this "Amendment"), to the Rights Agreement, dated as of March 9, 2001 (the "Rights Agreement"), by and between GEOWORKS CORPORATION, a Delaware corporation (the "Company"),...Rights Agreement • May 19th, 2003 • Geoworks /Ca/ • Services-prepackaged software • New York
January 10, 1999 Dave Grannan Geoworks Corporation 960 Atlantic Avenue Alameda, California 94501 Re: Executive Employment Agreement Dear Dave: This will serve as your Executive Employment Agreement ("Agreement"), effective as of January 10, 1999. This...Executive Employment Agreement • February 11th, 1999 • Geoworks /Ca/ • Services-prepackaged software • California
Exhibit 10.36 TERMINATION AGREEMENT AND MUTUAL RELEASES This Termination Agreement and Mutual Releases (the "Agreement"), effective as of October 8, 2001 (the "Effective Date"), is entered into by and among GEOWORKS CORPORATION ("Geoworks"), TELCORDIA...Termination Agreement • February 14th, 2002 • Geoworks /Ca/ • Services-prepackaged software • New Jersey
EXHIBIT 99.2 STOCK PURCHASE AGREEMENT DATED AS OF APRIL 30, 2003 BY AND BETWEEN NEWCASTLE PARTNERS, L.P.Stock Purchase Agreement • May 12th, 2003 • Geoworks /Ca/ • Services-prepackaged software • Delaware
Exhibit 10.14Settlement Agreement • July 1st, 2002 • Geoworks /Ca/ • Services-prepackaged software • California
RECITALSRegistration Rights Agreement • September 14th, 2000 • Geoworks /Ca/ • Services-prepackaged software • Delaware
Geoworks Licensing Agreement AmendmentLicensing Agreement • August 29th, 2002 • Geoworks /Ca/ • Services-prepackaged software
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of September 1, 2000, by and among Geoworks Corporation, a Delaware corporation ("Company"), Integral Capital Partners V, Side Fund, L.P., a Delaware...Stock Purchase Agreement • September 14th, 2000 • Geoworks /Ca/ • Services-prepackaged software • Delaware
EXHIBIT A-3 THE MELCO V291TD DEVELOPMENT FY 2001 PROJECT This Project Exhibit A-3 is effective the 1st day of April 2000 by and between Geoworks Corporation, a Delaware corporation whose principal address is 960 Atlantic Avenue, Alameda, California...Technology License Agreement • June 29th, 2000 • Geoworks /Ca/ • Services-prepackaged software
EXHIBIT 10.28 - FIRST AMENDMENT TO LEASE AGREEMENT FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement (the "First Amendment") is made on January 24, 2001, between Toubin Realty II, LLC, having offices located at 4000 Route 9...Lease Agreement • June 29th, 2001 • Geoworks /Ca/ • Services-prepackaged software
This First Amendment to Lease Agreement (the "First Amendment") is made on January 24, 2001, between Toubin Realty II, LLC, having offices located at 4000 Route 9 South, Morganville, New Jersey 07751, hereinafter designated as the Landlord; and Geoworks Corporation, having a mailing address of 960 Atlantic Avenue, Alameda, California 94501, hereinafter designated as the Tenant.
Exhibit 10.26 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is made and entered into as of February 12, 1999, by and among Geoworks Corporation, a Delaware corporation (the "Company") and Amazon.com, Inc., a Delaware corporation (the "Purchaser"). The...Purchase Agreement • June 29th, 1999 • Geoworks /Ca/ • Services-prepackaged software • Washington
DATED 2002 (1) GEOWORKS CORPORATION (2) TELECA LIMITED AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF GEOWORKS LIMITEDAgreement for the Sale and Purchase of Shares • September 27th, 2002 • Geoworks /Ca/ • Services-prepackaged software
EXHIBIT 10.3 STOCK OPTION AGREEMENT GRANTED UNDER GEOWORKS' 1994 STOCK OPTION PLAN Unless otherwise defined herein, the terms defined in the 1994 Stock Option Plan (the "Plan") shall have the same defined meanings in this Option Agreement. I. NOTICE...Stock Option Agreement • July 1st, 2002 • Geoworks /Ca/ • Services-prepackaged software • California
RECITALSSecurity Agreement • June 29th, 2000 • Geoworks /Ca/ • Services-prepackaged software • California
AGREEMENT FORSoftware Development Agreement • February 14th, 2000 • Geoworks /Ca/ • Services-prepackaged software
EXHIBIT 10.34 SOFTWARE LICENSING AGREEMENT FOR LICENSE TO DEVELOPERS THIS AGREEMENT is made on July 23, 2001 by and between: 1. BT WIRELESS LIMITED, a company registered in England & Wales (registered no 2604354) whose registered office is at 81...Software Licensing Agreement • August 14th, 2001 • Geoworks /Ca/ • Services-prepackaged software • California
Exhibit 10.36 SETTLEMENT AND LICENSE AGREEMENT This is a Settlement and License Agreement (hereinafter referred to as "Agreement") dated this 28th day of December, 2000 (the "Effective Date"), by and between Openwave Systems Inc., a Delaware...Settlement and License Agreement • February 14th, 2001 • Geoworks /Ca/ • Services-prepackaged software • California
EXHIBIT D INDEMNIFICATION AGREEMENT This Agreement is made and entered into this day of August, 1997 (the "Agreement") by and between Geoworks Corporation, a Delaware corporation (the "Company"), and (the "Indemnitee"): RECITALS WHEREAS, highly...Indemnification Agreement • November 7th, 1997 • Geoworks /Ca/ • Services-prepackaged software • Delaware
EXHIBIT 10.32 GEOWORKS CORPORATION 1994 STOCK PLAN RESTRICTED STOCK BONUS AGREEMENT This Agreement is made and entered into as of June 27th, 2001 (the "Effective Date") by and between Geoworks Corporation, a Delaware corporation (the "Company"), and...Restricted Stock Bonus Agreement • August 14th, 2001 • Geoworks /Ca/ • Services-prepackaged software • California
RECITALSIntellectual Property Assignment Agreement • July 1st, 2002 • Geoworks /Ca/ • Services-prepackaged software • California
EXHIBIT 4.1Rights Agreement • March 12th, 2001 • Geoworks /Ca/ • Services-prepackaged software • New York
EXHIBIT 1Rights Agreement • March 12th, 2001 • Geoworks /Ca/ • Services-prepackaged software • New York
Exhibit 10.32I AMENDMENT NUMBER FIVE TO GEOWORKS-TOSHIBA CORPORATE TECHNOLOGY AGREEMENT This Amendment #5 ("AMENDMENT NO. 5") to the Corporate Technology Agreement entered March 17, 1993, is made and effective the 31st day of January, 2000 ("EFFECTIVE...Corporate Technology Agreement • June 29th, 2000 • Geoworks /Ca/ • Services-prepackaged software
RECITALSStock Transfer and Technology License Agreement • February 14th, 2000 • Geoworks /Ca/ • Services-prepackaged software • California
SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER] A-4Merger Agreement • October 27th, 1997 • Geoworks /Ca/ • Services-prepackaged software • Delaware
WARRANTY AND COVENANT AGREEMENT in relation to EDEN GROUP LIMITEDWarranty and Covenant Agreement • March 10th, 1997 • Geoworks /Ca/ • Services-prepackaged software • California
EXHIBIT 10.19 - AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN GEOWORKS AND DAVID GRANNAN DATED NOVEMBER 21, 2000 [LETTERHEAD OF GEOWORKS] November 21, 2000 Dave Grannan Chief Executive Officer Geoworks Corporation 960 Atlantic Avenue Alameda, CA...Executive Employment Agreement • June 29th, 2001 • Geoworks /Ca/ • Services-prepackaged software
This letter will memorialize our agreement to extend your current employment agreement by two years. We affirm all of the terms and conditions of our letter agreement dated January 10, 1999, except for the following changes:
July 1, 2000 Steve Baker Geoworks Corporation 960 Atlantic Avenue Alameda, California 94501 Re: Executive Employment Agreement Dear Steve:Executive Employment Agreement • November 14th, 2000 • Geoworks /Ca/ • Services-prepackaged software • California
This will serve as your Executive Employment Agreement (“Agreement”), effective as of July 1, 2000. This Agreement is between Geoworks Corporation, which I refer to as the “Company”, and you, referred to as the “Executive.” This Agreement is made with reference to the fact that the Company desires to retain your services as its Chief Financial Officer and, contingent upon satisfactory performance, promotion to President and Chief Operating Officer within six months, upon the terms and conditions detailed herein and subject to approval by the Board of Directors. Likewise, you desire to be employed by the Company upon the terms and conditions detailed herein. Accordingly, the Agreement is as follows:
Exhibit 10.20 August 2, 2002 Peter Tomasi Telcordia Technologies, Inc. 445 South Street, MCC 1C315G Morristown, NJ 07960 Re: Resolution Of Outstanding Issues Dear Pete: Thank you for your proposal. This letter is intended to document the agreement...Resolution of Outstanding Issues • August 14th, 2002 • Geoworks /Ca/ • Services-prepackaged software
SUPPLEMENT AND AMENDMENT #4 TO THE GEOWORKS-TOSHIBA AGREEMENT FOR MOBILE SERVER+ SOFTWAREGeoworks-Toshiba Agreement for Mobile Server+ Software • November 14th, 2001 • Geoworks /Ca/ • Services-prepackaged software
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 26th, 2001 • Geoworks /Ca/ • Services-prepackaged software • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of January 16, 2001, between Geoworks Corporation, a Delaware corporation (“Company”), and iValue Creation Company of Toshiba Corporation (“Purchaser”).
EXHIBIT 3.2Rights Agreement • March 12th, 2001 • Geoworks /Ca/ • Services-prepackaged software
This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Geoworks Corporation, a Delaware corporation (the "Company") and Mellon Investor Services, LLC (the "Rights Agent"), dated as of March 9, 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates thereof (as such terms