AMONGPurchase Agreement • March 10th, 2000 • Actuate Corp • Services-prepackaged software • California
EXHIBIT 10.12 LOAN AND SECURITY AGREEMENT ACTUATE SOFTWARE CORPORATION TABLE OF CONTENTSLoan and Security Agreement • June 1st, 1998 • Actuate Software Corp
ANDShare Purchase Agreement • June 1st, 1998 • Actuate Software Corp
EXHIBIT 10.15 OFFICE BUILDING LEASE by and between HMS GATEWAY OFFICE, L.P., a Delaware Limited PartnershipLease • March 12th, 2001 • Actuate Corp • Services-prepackaged software • California
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • July 10th, 1998 • Actuate Software Corp • Services-prepackaged software • New York
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT by and between Actuate Corporation, a Delaware corporation, and EnterpriseSoft, a sole Proprietorship Dated as of March 16, 2000 TABLE OF CONTENTSAsset Purchase Agreement • March 27th, 2000 • Actuate Corp • Services-prepackaged software
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of ___________, ____ between Actuate Software Corporation, a Delaware corporation ("the Company"), and _____________________ ("Indemnitee"). WITNESSETH...Indemnification Agreement • June 1st, 1998 • Actuate Software Corp
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of the 30th day of May, 2001 (the "Closing Date") by and between Actuate Corporation, a Delaware corporation (the "Company"), and Michael J....Registration Rights Agreement • August 10th, 2001 • Actuate Corp • Services-prepackaged software • Delaware
OFFICE LEASEOffice Lease • June 23rd, 1998 • Actuate Software Corp • Services-prepackaged software
EXHIBIT 10.9 SUBLEASE AGREEMENT ------------------ I. DEFINED TERMS Base Rent Months 1 - 12: Monthly: $12,102.40 Annually: $145,228.80 Months 13 - 27: Monthly: $12,499.20 Annually: $149,990.40 Broker: The Commercial Property Services Company Building:...Sublease Agreement • June 1st, 1998 • Actuate Software Corp
BY AND AMONGStock Purchase Agreement • July 2nd, 1999 • Actuate Corp • Services-prepackaged software
EXHIBIT 10.17 Office Building Lease by and between HMS Gateway Office, L.P., a Delaware Limited PartnershipActuate Corp • November 3rd, 1999 • Services-prepackaged software • California
RIGHTS AGREEMENT BETWEEN ACTUATE CORPORATION AND COMPUTERSHARE TRUST COMPANY, N.A., RIGHTS AGENT DATED AS OF June 18, 2014Rights Agreement • June 23rd, 2014 • Actuate Corp • Services-prepackaged software • Delaware
This Agreement (“Agreement”), dated as of June 18, 2014, between Actuate Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”).
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • August 3rd, 2001 • Actuate Corp • Services-prepackaged software
CREDIT AGREEMENT EFFECTIVE AS OF June 30, 2013 AMONG ACTUATE CORPORATION, as the Borrower THE LENDERS PARTY HERETO, THE GUARANTORS PARTY HERETO U.S. BANK NATIONAL ASSOCIATION as Administrative Agent U.S. BANK NATIONAL ASSOCIATION as Syndication Agent...Credit Agreement • July 2nd, 2013 • Actuate Corp • Services-prepackaged software • California
This Credit Agreement (the “Agreement), effective as of June 30, 2013, is among Actuate Corporation, the Lenders and U.S. Bank National Association, a national banking association, as a Lender, Issuing Bank, and as Administrative Agent. The parties hereto agree as follows:
WITNESSETH:Shareholders Agreement • June 1st, 1998 • Actuate Software Corp
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT APRIL 25, 1997Rights Agreement • June 1st, 1998 • Actuate Software Corp • California
AGREEMENT AND PLAN OF MERGER by and among ACTUATE CORPORATION, OPEN TEXT CORPORATION, and ASTEROID ACQUISITION CORPORATION DECEMBER 5, 2014Agreement and Plan of Merger • December 5th, 2014 • Actuate Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated December 5, 2014, is entered into by and among Actuate Corporation, a Delaware corporation (the “Company”), Open Text Corporation, a Canadian corporation (“Parent”), and Asteroid Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
Office Lease SAN MATEO BAYCENTER SAN MATEO BAYCENTER II SAN MATEO, CALIFORNIA Between CA-SAN MATEO BAYCENTER LIMITED PARTNERSHIP, a Delaware limited partnership as Landlord, and ACTUATE CORPORATION, a Delaware corporation, which will do business in...Office Lease • November 30th, 2011 • Actuate Corp • Services-prepackaged software • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between CA-SAN MATEO BAYCENTER LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and ACTUATE CORPORATION, a Delaware corporation, which will do business in California as ACTUATE SOFTWARE CORPORATION (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); Exhibit F-1 (Form of Letter of Credit); Exhibit G (Asbestos Notification) and Exhibit H (a Form of SNDA).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 10th, 2014 • Actuate Corp • Services-prepackaged software • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of , between Actuate Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 25th, 2007 • Actuate Corp • Services-prepackaged software • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of between Actuate Corporation, a Delaware corporation (“the Company”), and (“Indemnitee”).
AMENDMENT TO LETTER AGREEMENTLetter Agreement • December 9th, 2014 • Actuate Corp • Services-prepackaged software
This Agreement (the “Amendment”) is entered into by and between Thomas E. McKeever (the “Executive”) and Actuate Corporation, a Delaware corporation (the “Company”) as of December 9, 2014.
CREDIT AGREEMENT by and among ACTUATE CORPORATION as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, LLC as the Arranger and Administrative Agent Dated as of November 3, 2008Credit Agreement • November 5th, 2008 • Actuate Corp • Services-prepackaged software • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of November 3, 2008, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and ACTUATE CORPORATION, a Delaware corporation (“Borrower”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 5th, 2014 • Actuate Corp • Services-prepackaged software • Delaware
This First Amendment (“Amendment”) to the Rights Agreement, effective as of December 4, 2014 amends that certain Rights Agreement dated as of June 18, 2014 (the “Rights Agreement”), by and between Actuate Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”). This Amendment is made by and between the Company and the Rights Agent. The capitalized terms not otherwise defined herein have the respective meanings given to them in the Rights Agreement.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 5th, 2014 • Actuate Corp • Services-prepackaged software • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of December 5, 2014, is made by and among Open Text Corporation, a Canadian corporation (“Parent”), Asteroid Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and each Stockholder listed on Annex I (each, a “Stockholder” and collectively, the “Stockholders”), each an owner of shares (the “Shares”) of common stock, par value $0.001 per share, of Actuate Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement.
AMENDMENT TO LETTER AGREEMENTLetter Agreement • December 5th, 2014 • Actuate Corp • Services-prepackaged software
This Agreement (the “Amendment”) is entered into by and between Peter Cittadini (the “Executive”) and Actuate Corporation, a Delaware corporation (the “Company”) as of December 5, 2014.
AGREEMENT AND NOTICEAgreement and Notice • March 20th, 2007 • Actuate Corp • Services-prepackaged software
THIS AGREEMENT AND NOTICE (the “Agreement”) is made and entered into as of October 11, 2006, between and among Actuate Corporation, a Delaware corporation (the “Purchaser”), performancesoft inc., a corporation formed under the laws of the Province of Ontario (the “Company”), and Michael Tipping as shareholder representative (the “Shareholder Representative”) on behalf of the shareholders of the Company (the “Shareholders”).
NAME ADDRESS CITY, STATE ZIP Dear NAME,Actuate Corp • July 24th, 2014 • Services-prepackaged software • California
You currently participate in a special severance benefit program (the “Program”) which the Compensation Committee of the Company’s Board of Directors approved for you and other senior executives. The terms and conditions governing your severance benefits were originally set forth in a letter agreement between you and the Company dated May 10, 2006 (the “Original Letter Agreement”). The Original Letter Agreement was superseded by an amended letter agreement dated January 1, 2008 (the “2008 Letter Agreement”). This agreement (this “Agreement”) amends and restates the 2008 Letter Agreement. Your Original Letter Agreement and 2008 Letter Agreement are no longer in effect, and your rights under the Program will be governed solely by the terms of this Agreement.
AMENDMENT TO LETTER AGREEMENTLetter Agreement • December 15th, 2014 • Actuate Corp • Services-prepackaged software
This Agreement (the “Amendment”) is entered into by and between Daniel A. Gaudreau (the “Executive”) and Actuate Corporation, a Delaware corporation (the “Company”) as of December 15, 2014.
AGREEMENT AND NOTICEAgreement and Notice • March 17th, 2008 • Actuate Corp • Services-prepackaged software
THIS AGREEMENT AND NOTICE (the “Agreement”) is made and entered into as of October 11, 2006, between and among Actuate Corporation, a Delaware corporation (the “Purchaser”), performancesoft inc., a corporation formed under the laws of the Province of Ontario (the “Company”), and Michael Tipping as shareholder representative (the “Shareholder Representative”) on behalf of the shareholders of the Company (the “Shareholders”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 10th, 2006 • Actuate Corp • Services-prepackaged software • California
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of January 5, 2006, by and among Actuate Corporation, a Delaware corporation (“Purchaser”), performancesoft inc., a corporation formed under the laws of the Province of Ontario (the “Company”), and each of the shareholders of the Company set forth on Exhibit A hereto (each, a “Shareholder,” and collectively the “Shareholders”), with respect to Article VII and Article X hereof only, Michael Tipping as shareholder representative (the “Shareholder Representative”). Certain capitalized terms used but not otherwise defined herein are defined in Article XI hereof.
EXHIBIT 10.17 LEASE AMENDMENT #7 ORIGINAL LEASE DATE: March 27, 1995 LEASE AMENDMENT DATE: September 8, 1998 LANDLORD: SPIEKER PROPERTIES, L.P. a California limited partnership, Successor in interest to 999 BW Corporation, a Delaware corporation...Actuate Software Corp • November 3rd, 1998 • Services-prepackaged software
EXHIBIT 10.16 September 17, 1998 Mr. Yoichi Kitayama Actuate Japan Company, Ltd. 2-2-8 Roppongi Minato-ku Tokyo 106 Japan Dear Yoichi: This letter will confirm our agreement with respect to the commitment of Actuate Japan ("AJ") to repay certain...Actuate Software Corp • November 3rd, 1998 • Services-prepackaged software
This letter will confirm our agreement with respect to the commitment of Actuate Japan ("AJ") to repay certain monies owed to Actuate Software Corporation ("ASC"). Currently ASC holds a promissory note from AJ with a principal amount of $164,934 plus accrued interest from December 27, 1997 (the "Promissory Note") and as of June 30, 1998, AJ also owes ASC $127,630, consisting of earned royalties for sales by AJ of ASC software and interest thereon ("Earned Royalties"). Earned Royalties shall also include any royalties earned by ASC during July and August of 1998. The interest rate is 10% per annum for all accrued and future interest on the Promissory Note and 5% per annum for all future interest on the Earned Royalties.
EXHIBIT 10.18 First Amendment to Office Building Lease This First Amendment To Office Building Lease (this "Amendment") is made as of September 30, 1999, by and between HMS Gateway Office, L.P., a Delaware limited partnership ("Landlord"), and Actuate...Office Building Lease • November 3rd, 1999 • Actuate Corp • Services-prepackaged software
AMENDMENT NUMBER THREE TO CREDIT AGREEMENTCredit Agreement • January 3rd, 2012 • Actuate Corp • Services-prepackaged software • California
This AMENDMENT NUMBER THREE TO CREDIT AGREEMENT, (this “Amendment”), dated as of December 29, 2011, is entered into by and among ACTUATE CORPORATION, a Delaware corporation (the “Borrower”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Agent”), and in light of the following:
