1 EXHIBIT 2.01 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 25th, 2000 • HNC Software Inc/De • Services-prepackaged software • Florida
EXHIBIT 2.01 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 30th, 2002 • HNC Software Inc/De • Services-prepackaged software • Delaware
RECITALS:Lease • December 21st, 1998 • HNC Software Inc/De • Services-prepackaged software
1 EXHIBIT 99.03 SUPPLEMENT AND AMENDMENT NO. 2 THIS SUPPLEMENT AND AMENDMENT NO. 2 ("AMENDMENT") is made and entered into as of the 18th day of December, 1998, by and between MIDWEST REAL ESTATE HOLDINGS LLC ("LANDLORD") and RETEK INFORMATION SYSTEMS,...Lease Agreement • February 5th, 1999 • HNC Software Inc/De • Services-prepackaged software
EXHIBIT 4.01 HNC SOFTWARE INC. NON-QUALIFIED STOCK OPTION AGREEMENT This Non- Qualified Stock Option Agreement (this "AGREEMENT") is made and entered into as of March 19, 1999 (the "DATE OF GRANT") between HNC Software Inc., a Delaware corporation...Non-Qualified Stock Option Agreement • October 15th, 1999 • HNC Software Inc/De • Services-prepackaged software • California
Exhibit 10.01 SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT BORROWER: HNC SOFTWARE, INC. ADDRESS: 5930 CORNERSTONE COURT WEST SAN DIEGO, CALIFORNIA 92121-1718 DATE: JULY 10, 1996 THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON...Loan Agreement • November 14th, 1996 • HNC Software Inc/De • Services-prepackaged software
INDENTURE DATED AS OF AUGUST 24, 2001 STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., AS TRUSTEEHNC Software Inc/De • November 6th, 2001 • Services-prepackaged software • New York
EXECUTION VERSION ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 30th, 2001 • HNC Software Inc/De • Services-prepackaged software • California
PARTICIPANT: ---------------------------------- SOCIAL SECURITY NUMBER: ---------------------------------- ADDRESS: ----------------------------------Stock Option Agreement • February 5th, 1999 • HNC Software Inc/De • Services-prepackaged software • California
EXHIBIT 4.04 ONYX TECHNOLOGIES, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT ("Agreement") evidences that a stock option ("Option") has been granted by Onyx Technologies, Inc., a Georgia corporation, ("Onyx") under the Onyx Technologies,...Stock Option Agreement • April 4th, 2000 • HNC Software Inc/De • Services-prepackaged software
1 EXHIBIT 10.01 SECURED FULL RECOURSE PROMISSORY NOTE San Diego, California $--------------------- --------------------, ----- [ADD TOTAL PRINCIPAL] [ADD EFFECTIVE DATE] Reference is made to that certain STOCK OPTION EXERCISE AGREEMENT (the "PURCHASE...Stock Pledge Agreement • November 14th, 2000 • HNC Software Inc/De • Services-prepackaged software • California
EXHIBIT 4.04 THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR QUALIFIED UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, AS AMENDED. THESE SECURITIES MAY NOT BE OFFERED,...Stock Option Agreement • December 19th, 1997 • HNC Software Inc/De • Services-prepackaged software • California
BETWEENRights Agreement • March 7th, 2002 • HNC Software Inc/De • Services-prepackaged software • Delaware
EXHIBIT 2 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated April 28, 2002 (this "Amendment"), to the Rights Agreement, dated as of March 6, 2002 (the "Rights Agreement"), between HNC Software Inc., a Delaware corporation ("Company"), and EquiServe Trust...Rights Agreement • May 3rd, 2002 • HNC Software Inc/De • Services-prepackaged software • Delaware
1 EXHIBIT 20.02 LOAN AND SECURITY AGREEMENT This Loan and Security Agreement (as it may from time to time be amended, restated, supplemented or otherwise modified, this "AGREEMENT") is entered into effective as of May 31, 2000 (the "EFFECTIVE DATE")...Loan and Security Agreement • August 25th, 2000 • HNC Software Inc/De • Services-prepackaged software • California
BETWEEN PACCOR PARTNERS ("LANDLORD") ANDOffice Lease • February 26th, 1998 • HNC Software Inc/De • Services-prepackaged software • California
2-- 3 SECTION 1.3. COLLECTION OF PAYMENTS. Borrower authorizes Bank to collect all interest and fees due under the Line of Credit by charging Borrower's demand deposit account number _______________ with Bank, or any other demand deposit account...Credit Agreement • August 13th, 1997 • HNC Software Inc/De • Services-prepackaged software • California
EXHIBIT 4.05 HNC SOFTWARE INC. 5.25% CONVERTIBLE SUBORDINATED NOTES DUE SEPTEMBER 1, 2008 REGISTRATION RIGHTS AGREEMENT Credit Suisse First Boston Corporation August 24, 2001 Goldman, Sachs & Co. U.S. Bancorp Piper Jaffray Inc. c/o Credit Suisse First...HNC Software Inc/De • November 6th, 2001 • Services-prepackaged software • New York
1 EXHIBIT 10.12 LEASE AGREEMENT THIS LEASE AGREEMENT is made as of the 17th day of June, 1996, by and between, Williams Properties I, LLC & Williams Properties II, LLC, California Limited Liability Companies ("Landlord") and HNC Software, Inc., a...Lease Agreement • March 31st, 1997 • HNC Software Inc/De • Services-prepackaged software • California
1995 STOCK PLANRestricted Stock Purchase Agreement • April 4th, 2000 • HNC Software Inc/De • Services-prepackaged software • Delaware
ANDHNC Software Inc/De • February 26th, 1998 • Services-prepackaged software • New York
FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN WILLIAMS PROPERTIES I, LLC & WILLIAMS PROPERTIES II, LLC, CALIFORNIA LIMITED LIABILITY COMPANIES ("LANDLORD") AND HNC SOFTWARE INC., A DELAWARE CORPORATION ("TENANT") DATED JUNE 17, 1996 AMENDED OCTOBER 28, 1997Lease Agreement • December 21st, 1998 • HNC Software Inc/De • Services-prepackaged software
R E C I T A L SLoan and Security Agreement • March 30th, 2001 • HNC Software Inc/De • Services-prepackaged software • California
R E C I T A L SRegistration Rights Agreement • March 27th, 2000 • HNC Software Inc/De • Services-prepackaged software • California
R E C I T A L SRegistration Rights Agreement • March 4th, 1997 • HNC Software Inc/De • Services-prepackaged software
TRIPLE NET) LANDLORD:HNC Software Inc/De • May 15th, 2000 • Services-prepackaged software • Pest
SUBLEASESublease • March 25th, 2002 • HNC Software Inc/De • Services-prepackaged software • California
RECITALSCredit Agreement • March 25th, 2002 • HNC Software Inc/De • Services-prepackaged software
WITNESSETH: RECITALSCorporation Stock Option Agreement • October 17th, 1996 • HNC Software Inc/De • Services-prepackaged software • California
R E C I T A L SRestricted Stock Purchase Agreement • March 31st, 1997 • HNC Software Inc/De • Services-prepackaged software • California
1 EXHIBIT 4.05 HNC SOFTWARE INC. 1995 DIRECTORS STOCK OPTION PLAN DIRECTORS NONQUALIFIED INITIAL STOCK OPTION GRANT This Stock Option Grant (this "GRANT") is made and entered into as of the date of grant set forth below (the "DATE OF GRANT") by and...Stock Option Grant • June 17th, 1999 • HNC Software Inc/De • Services-prepackaged software
Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 1998 • HNC Software Inc/De • Services-prepackaged software • New York
1 Exhibit 4.01 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of October 25, 1996, by and between HNC SOFTWARE INC., a Delaware corporation ("HNC"), and the persons and entities listed...Registration Rights Agreement • December 12th, 1996 • HNC Software Inc/De • Services-prepackaged software • California
1 EXHIBIT 99.01 INDUSTRIAL LEASE (SINGLE TENANT; NET) THIS LEASE is made as of the 2nd day of October, 1998, by and between THE IRVINE COMPANY, a Delaware corporation, hereafter called "Landlord," and HNC SOFTWARE INC., a Delaware corporation,...Industrial Lease • February 5th, 1999 • HNC Software Inc/De • Services-prepackaged software • California
1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT This Agreement is entered into as of September 10, 1996 (the "EFFECTIVE DATE") by and between Aptex Software Inc., a California corporation (the "COMPANY"), and Michael A. Thiemann ("EMPLOYEE"). W I T N E S S E T H...Employment Agreement • March 31st, 1997 • HNC Software Inc/De • Services-prepackaged software • California
