ARTICLE II ARTICLES OF INCORPORATION, BYLAWS, AND DIRECTORS OF THE SURVIVING CORPORATIONAgreement and Plan of Merger • March 22nd, 1999 • Touchstone Software Corp /Ca/ • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER OF TOUCHSTONE SOFTWARE CORPORATION, A DELAWARE CORPORATION, AND TOUCHSTONE SOFTWARE CORPORATION, A CALIFORNIA CORPORATIONAgreement and Plan of Merger • November 12th, 1996 • Touchstone Software Corp /Ca/ • Services-prepackaged software
1 EXHIBIT 99.6 TOUCHSTONE SOFTWARE CORPORATION AUTOMATIC STOCK OPTION AGREEMENT RECITALS A. The Corporation has implemented an automatic option grant program under the Corporation's 1997 Stock Incentive Plan pursuant to which eligible non-employee...Touchstone Software Corp /Ca/ • February 7th, 1997 • Services-prepackaged software
RECITALS --------Asset Purchase Agreement • April 14th, 1999 • Touchstone Software Corp /Ca/ • Services-prepackaged software • California
RECITALSEmployment Agreement • March 27th, 1998 • Touchstone Software Corp /Ca/ • Services-prepackaged software • California
RECITALSEmployment Agreement • March 27th, 1998 • Touchstone Software Corp /Ca/ • Services-prepackaged software • California
EXHIBIT 99.A-4 Form 8-K REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of March 5, 1999 by and between TOUCHSTONE SOFTWARE CORPORATION, a Delaware corporation (the "Company"), and the...Registration Rights Agreement • March 22nd, 1999 • Touchstone Software Corp /Ca/ • Services-prepackaged software • Delaware
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • February 7th, 1997 • Touchstone Software Corp /Ca/ • Services-prepackaged software
Loan Documents -------------- A. Credit Agreements -----------------Consent • April 14th, 1999 • Touchstone Software Corp /Ca/ • Services-prepackaged software
ARTICLE H REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERSSoftware Purchase Agreement • August 15th, 2005 • Touchstone Software Corp /Ca/ • Services-prepackaged software • Massachusetts
EXHIBIT 99.A-3 Form 8-K EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), dated as of March 5, 1999, is by and among TouchStone Software Corporation, a Delaware corporation (the "Company"), Unicore Software, Inc., a Massachusetts...Employment Agreement • March 22nd, 1999 • Touchstone Software Corp /Ca/ • Services-prepackaged software • California
COLLATERAL PLEDGE AGREEMENT AGREEMENT made this 5 day of March, 1999, by and among TouchStone Software Corporation, a Delaware corporation with a principal place of business at 2124 Main Street, Huntington Beach, California 92648 (the "Debtor"),...Collateral Pledge Agreement • April 14th, 1999 • Touchstone Software Corp /Ca/ • Services-prepackaged software
1 2 This Agreement shall be for an initial term of four (4) years and commencing on its effective date, subject, however, to termination during such period as provided in this Article 3.Employment Agreement • March 27th, 1998 • Touchstone Software Corp /Ca/ • Services-prepackaged software
ARTICLE I SALE AND PURCHASE OF WEBSITES -----------------------------Website Purchase Agreement • November 14th, 2005 • Touchstone Software Corp /Ca/ • Services-prepackaged software • Massachusetts
1 EXHIBIT 10.2 CHANGE IN TERMS AGREEMENT Borrower: TouchStone Software Corporation TIN: 95-3778226) 2124 Main St., Suite 250 Huntington Beach, CA 92648 Lender: SOUTHERN CALIFORNIA BANK 16420 VALLEY VIEW AVENUE P.O. BOX 588 LAGUNA HILLS OFFICE LA...Change in Terms Agreement • March 27th, 1998 • Touchstone Software Corp /Ca/ • Services-prepackaged software
Form of Voting and Support AgreementVoting and Support Agreement • April 10th, 2008 • Touchstone Software Corp /Ca/ • Services-prepackaged software • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of April 9, 2008, (this “Agreement”), by and between Phoenix Technologies Ltd. (“Parent”), a Delaware corporation, and [•] (the “Shareholder”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of the date hereof, by and among Parent, Andover Merger Sub, Inc. and Touchstone Software Corporation (the “Merger Agreement”).
SOFTWARE LICENSE AGREEMENT BETWEEN PHOENIX TECHNOLOGIES LTD. AND UNICORE ACQUISITION CORP.Software License Agreement • April 14th, 1999 • Touchstone Software Corp /Ca/ • Services-prepackaged software • California
EXHIBIT 99.A-2 Form 8-K EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), dated as of March 5, 1999, is by and among TouchStone Software Corporation, a Delaware corporation (the "Company"), Unicore Software, Inc., a Massachusetts...Employment Agreement • March 22nd, 1999 • Touchstone Software Corp /Ca/ • Services-prepackaged software • California
EXHIBIT 99.A-1 Form 8-K AGREEMENT AND PLAN OF ACQUISITION THIS AGREEMENT AND PLAN OF ACQUISITION (this "Agreement") dated effective as of March 5, 1999, is made and entered into by and between TouchStone Software Corporation, a Delaware corporation...Agreement and Plan of Acquisition • March 22nd, 1999 • Touchstone Software Corp /Ca/ • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGER by and among PHOENIX TECHNOLOGIES LTD., ANDOVER MERGER SUB, INC. and TOUCHSTONE SOFTWARE CORPORATION Dated as of April 9, 2008Agreement and Plan of Merger • April 10th, 2008 • Touchstone Software Corp /Ca/ • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 9, 2008 (the “Agreement”), among Phoenix Technologies Ltd., a Delaware corporation (“Parent”), Andover Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Touchstone Software Corporation, a Delaware corporation (the “Company”).
