RECITALSAsset Purchase Agreement • February 19th, 2002 • Calico Commerce Inc/ • Services-business services, nec • California
EXHIBIT 2.01 ================================================================== ============== ASSET PURCHASE AGREEMENT by and between: DIGITAL RIVER, INC., a Delaware corporation; CALICO COMMERCE, INC., a Delaware corporation;Asset Purchase Agreement • April 4th, 2001 • Calico Commerce Inc/ • Services-business services, nec • California
LOAN AGREEMENTLoan Agreement • August 25th, 1999 • Calico Commerce Inc/ • Services-business services, nec • California
2 4 2.9 Compliance with Other Instruments. The Company is not in violation or default in any material respect of any provision of its Restated Articles of Incorporation or Bylaws, or in any material respect of any instrument, judgment, order, writ,...Common Stock Purchase Agreement • October 6th, 1999 • Calico Commerce Inc/ • Services-business services, nec • California
EXHIBIT 10.13 CALICO COMMERCE, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the "Agreement") is entered into as of October 15, 1999 (the...Loan and Security Agreement • November 16th, 1999 • Calico Commerce Inc/ • Services-business services, nec • California
RECITALSIndemnity Agreement • August 25th, 1999 • Calico Commerce Inc/ • Services-business services, nec • Delaware
Exhibit 10.18 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this 16th day of July, 2001 (the "Effective Date"), by and between Gary J. Sbona ("Employee") and Calico Commerce, Inc. ("Employer"). In...Employment Agreement • November 14th, 2001 • Calico Commerce Inc/ • Services-business services, nec
1 EXHIBIT 10.16 [LOGO] SECURITY AGREEMENT ------------------------------------- ------------------------------------------- As of March 16, 2001, for value received, the undersigned ("Debtor") grants to Comerica Bank-California ("Bank"), a California...Security Agreement • July 13th, 2001 • Calico Commerce Inc/ • Services-business services, nec • California
RECITALSSoftware License Agreement • July 13th, 2001 • Calico Commerce Inc/ • Services-business services, nec
2 3 the Investors' Rights Agreement holding of record at least 50% of the Registrable Securities (as defined in the Investors' Rights Agreement).Investors' Rights Agreement • October 6th, 1999 • Calico Commerce Inc/ • Services-business services, nec • California
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION AMONG CALICO TECHNOLOGY, INC., CALICO ACQUISITION CORPORATION, FIRSTFLOOR SOFTWARE, INC., CERTAIN SHAREHOLDERS OF FIRSTFLOOR SOFTWARE, INC., AND CERTAIN SHAREHOLDERS OF CALICO TECHNOLOGY, INC.Agreement and Plan of Reorganization • July 15th, 1999 • Calico Commerce Inc/ • California
1 EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 19, 1999Agreement and Plan of Merger • November 29th, 1999 • Calico Commerce Inc/ • Services-business services, nec • Delaware
WITNESSETH:Agreement and Plan of Merger • September 7th, 1999 • Calico Commerce Inc/ • Services-business services, nec
OFFICE LEASE BETWEENOffice Lease • September 22nd, 1999 • Calico Commerce Inc/ • Services-business services, nec • California
OFFICE LEASE BETWEENOffice Lease • November 16th, 1999 • Calico Commerce Inc/ • Services-business services, nec • California
1 Exhibit 1.1 CALICO COMMERCE, INC. COMMON STOCK, PAR VALUE $___ PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 1999 • Calico Commerce Inc/ • New York
EXHIBIT 10.16 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement ("Agreement") is made and entered into by and between Calico Commerce, Inc. ("Company), having a principal place of business at 333 West San Carlos Street, Suite 333,...Independent Contractor Agreement • August 14th, 2001 • Calico Commerce Inc/ • Services-business services, nec • California
EXHIBIT 10.15 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release ("Separation Agreement") is made as of July 16, 2001, by and between Calico Commerce, Inc. (together with its subsidiaries, collectively referred to as the...Separation Agreement and Release • August 14th, 2001 • Calico Commerce Inc/ • Services-business services, nec • California
BETWEENSublease Agreement • July 15th, 1999 • Calico Commerce Inc/ • California
EXHIBIT 10.22 December 6, 2001 Mr. Jim Weil President and Chief Executive Officer Calico Commerce, Inc. 333 West San Carlos Street San Jose, CA 95011 RE: First Amendment to Financial Services Arrangement Between David Powell, Inc. and Calico Commerce,...Calico Commerce Inc/ • February 19th, 2002 • Services-business services, nec
This First Amendment sets forth certain amendments to the Management Service Agreement between David Powell, Inc., a California corporation ("DPI"), and Calico Commerce, Inc. ("Calico"), dated February 22, 2001, (the "Original Agreement"). Except for the amendments expressly contained herein, the Original Agreement shall remain in full force and effect.
1 EXHIBIT 10.10 September 15, 1999 Mr. Arthur Knapp CFO Calico Commerce, Inc. 333 West San Carlos Street Suite 300 San Jose, California 95110 Dear Art: Over the past few months, our firms have worked toward creating a comprehensive and robust...Calico Commerce Inc/ • September 22nd, 1999 • Services-business services, nec
