EXHIBIT 10.21 ------------- PERITUS SOFTWARE SERVICES, INC. EMPLOYMENT AGREEMENT Agreement made as of the 27/th/ day of January, 1997 (the "Effective Date"), by and between Peritus Software Services, Inc., a Massachusetts corporation (the "Company"),...Employment Agreement • May 14th, 1997 • Peritus Software Services Inc • Massachusetts
EXHIBIT 10.24 Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. LICENSE AGREEMENT This License Agreement ("Agreement") is by and between Bull HN Information Systems Inc.,...License Agreement • May 14th, 1997 • Peritus Software Services Inc
Inventory, Accounts Receivable and Intangibles Security Agreement (SHORT FORM) FLEET BANK -------------------------------------------------------------------- ------------Peritus Software Services Inc • May 14th, 1997 • Massachusetts
COMMON STOCK PURCHASE AGREEMENT BETWEEN PERITUS SOFTWARE SERVICES, INC. AND BULL HN INFORMATION SYSTEMS INC. DATED MAY 29, 1992Common Stock Purchase Agreement • May 14th, 1997 • Peritus Software Services Inc • Massachusetts
Common StockUnderwriting Agreement • May 14th, 1997 • Peritus Software Services Inc • New York
EXHIBIT 10.17 ------------- STOCK OPTION AGREEMENT ---------------------- This Agreement is entered into by and among DOMINIC CHAN ("DOMINIC"), MARSHA C. CHAN ("MARSHA") and PERITUS SOFTWARE SERVICES, INC. ("PERITUS"), a Massachusetts corporation....Stock Option Agreement • May 14th, 1997 • Peritus Software Services Inc • Massachusetts
SCHEDULE A TO SECURITY AGREEMENT (TRADEMARKS)Security Agreement • May 14th, 1997 • Peritus Software Services Inc
WHEREAS, PERITUS SOFTWARE SERVICES, INC, a Massachusetts corporation, with a principal place of business at 304 Concord Road, Billerica, MA 01821 (the "Company") and FLEET NATIONAL BANK, with a place of business at 75 State Street, Boston, Massachusetts 02109 (the "Bank") have entered into an Inventory, Accounts Receivable and Intangibles Security Agreement dated as of September 6, 1996 (the "Security Agreement") and are also parties to a related letter agreement (the "Letter Agreement") between the Bank and the Company; and
LEASEPeritus Software Services Inc • May 14th, 1997 • Massachusetts
INDEX -----Peritus Software Services Inc • May 14th, 1997 • Massachusetts
EXHIBIT 10.14 ------------- REGISTRATION RIGHTS AGREEMENT March 15, 1996 AGREEMENT, made as of the 15th day of March, 1996, by and among Peritus Software Services, Inc., a Massachusetts corporation (the "Company") and the persons listed in the...Registration Rights Agreement • May 14th, 1997 • Peritus Software Services Inc • Massachusetts
EXHIBIT 10.16 ------------- VOTING AGREEMENT ---------------- AGREEMENT dated as of March 15, 1996, among Peritus Software Services, Inc., a Massachusetts corporation (the "Company") and the persons listed as Purchasers in the signature pages hereto...Voting Agreement • May 14th, 1997 • Peritus Software Services Inc
EXHIBIT 10.37 ------------- AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 14th, 1997 • Peritus Software Services Inc • Massachusetts
No. W-1 Right to Purchase 125,000 Shares of Class A Voting Common Stock of Peritus Software Services, Inc. PERITUS SOFTWARE SERVICES, INC. Common Stock Purchase Warrant Peritus Software Services, Inc., a Massachusetts corporation (the "Company"),...Peritus Software Services Inc • May 14th, 1997 • Massachusetts
EXHIBIT 10.13 ------------- SERIES A CONVERTIBLE PREFERRED STOCK AND CLASS A COMMON STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • May 14th, 1997 • Peritus Software Services Inc • Massachusetts
EXHIBIT 10.15 ------------- STOCK RESTRICTION AGREEMENT AGREEMENT, made as of the 15th day of March, 1996, by and among Peritus Software Services, Inc., a Massachusetts corporation (the "Company"), the persons listed collectively as a Stockholder in...Stock Restriction Agreement • May 14th, 1997 • Peritus Software Services Inc
EXHIBIT 10.25 Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. MASTER LICENSE AGREEMENT ------------------------ This Master License Agreement ("Agreement") is made and...Master License Agreement • May 14th, 1997 • Peritus Software Services Inc • New York
EXHIBIT 10.19 ------------- SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • May 14th, 1997 • Peritus Software Services Inc • Massachusetts
EXHIBIT 10.18 ------------- NON-COMPETITION AGREEMENTNon-Competition Agreement • May 14th, 1997 • Peritus Software Services Inc • Massachusetts
EXHIBIT 10.30 ------------- PROMISSORY NOTE ---------------Peritus Software Services Inc • May 14th, 1997
FOR VALUE RECEIVED, the undersigned Peritus Software Services, Inc., a Massachusetts corporation (the "Borrower") hereby promises to pay to the order of FLEET NATIONAL BANK (the "Bank") the principal amount of Eight Hundred Twenty-Five Thousand and 00/100 ($825,000.00) Dollars or such portion thereof as may be advanced by the Bank as one or more "Additional Term Loans" pursuant to (S) 1.4 of the below-described Letter Agreement and remains outstanding from time to time hereunder ("Principal"), with interest, at the rate hereinafter set forth, on the daily balance of all unpaid Principal, from the date hereof until payment in full of all Principal and interest hereunder. As used herein, "Letter Agreement" means that certain letter agreement of even date herewith between the Bank and the Borrower.
Exhibit 10.12 ------------- SECURITY AGREEMENT ------------------ The undersigned, Peritus Software Services, Inc., a Massachusetts corporation with a place of business and executive office located at 304 Concord Road, Billerica, Massachusetts 01821...Security Agreement • May 14th, 1997 • Peritus Software Services Inc • Massachusetts
BACKGROUNDLicense and Alliance Agreement • May 14th, 1997 • Peritus Software Services Inc • Massachusetts
EXHIBIT 10.32 Supplementary Security Agreement Security Interest in Goods and ChattelsSupplementary Security Agreement • May 14th, 1997 • Peritus Software Services Inc
MASTER SOFTWARE SERVICES AGREEMENT BETWEEN PERITUS SOFTWARE SERVICES, INC. AND BULL HN INFORMATION SYSTEMS INC. DATED AS OF FEBRUARY 3, 1992Master Software Services Agreement • May 14th, 1997 • Peritus Software Services Inc • Massachusetts
EXHIBIT 10.7 AGREEMENT OF AMENDMENT March 15, 1996 AGREEMENT, made as of the 15th day of March, 1996, by and between Peritus Software Services, Inc., a Massachusetts corporation (the "Company") and Bull HN Information Systems Inc. ("Bull HN")....Peritus Software Services Inc • May 14th, 1997
May 9, 1997 Mr. Douglas A. Catalano Peritus Software Services, Inc. 304 Concord Road Billerica, MA 01821 Re: Joint Marketing Agreement Gentlemen: This letter sets forth the intent of VIASOFT, Inc. ("VIASOFT") and Peritus Software Services, Inc....Peritus Software Services Inc • May 14th, 1997 • Arizona
EXHIBIT 10.29 ------------- PROMISSORY NOTE ---------------Peritus Software Services Inc • May 14th, 1997
FOR VALUE RECEIVED, the undersigned Peritus Software Services, Inc., a Massachusetts corporation (the "Borrower") hereby promises to pay to the order of FLEET NATIONAL BANK (the "Bank") the principal amount of Six Hundred Seventy- Five Thousand and 00/100 ($675,000.00) Dollars ("Principal"), with interest, at the rate hereinafter set forth, on the daily balance of all unpaid Principal, from the date hereof until payment in kill of all Principal and interest hereunder. As used herein, "Letter Agreement" means that certain letter agreement of even date herewith between the Bank and the Borrower.
September 6, 1996 Fleet National Bank 75 State Street Boston, MA 02109 Gentlemen: This letter agreement will set forth certain understandings between Peritus Software Services, Inc., a Massachusetts corporation (the "Borrower") and Fleet National Bank...Letter Agreement • May 14th, 1997 • Peritus Software Services Inc • Massachusetts
EXHIBIT 10.26 Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. ENGINEERING CONSULTANT SERVICES AGREEMENTEngineering Consultant Services Agreement • May 14th, 1997 • Peritus Software Services Inc • Massachusetts
EXHIBIT 10.22 August 15, 1996 Mr. Leonard Miller 158 Monroe Avenue Belle Mead, New Jersey 08502 Re: Employment of Len Miller by Peritus Software Services, Inc. Dear Len: This letter will serve as a letter of intent by Peritus Software Services, Inc....Peritus Software Services Inc • May 14th, 1997
This letter will serve as a letter of intent by Peritus Software Services, Inc. (herein "Peritus") with respect to your future employment by Peritus. This letter sets forth the terms of your employment as has been discussed by you and myself, Dominic Chan, on behalf of Peritus. As we agreed, this letter is intended as and shall serve only as an interim agreement until a more formally drafted agreement can be agreed upon and executed, at which time the terms of this agreement shall be superseded and replaced entirely by the terms and conditions of the formally drafted agreement. In addition, you will be expected to sign a standard employee agreement as well as documentation to satisfy federal I-9 requirements.
EXHIBIT 10.35 ------------- SUBORDINATION AGREEMENT This Subordination Agreement is made as of the 6th day of September, 1996 by and between Massachusetts Capital Resource Company (the "Subordinated Creditor") and Fleet National Bank (the "Bank")....Subordination Agreement • May 14th, 1997 • Peritus Software Services Inc • Massachusetts
