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$90	Preview Full Doc	2005	Agreement and Plan of Merger Agreement and Plan of Merger (203K) Doc #1139582: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER Among INTERNATIONAL BUSINESS MACHINES CORPORATION, NIKE ACQUISITION CORP. and CORIO, INC. Dated as of January 24, 2005 TABLE OF CONTENTS Page ARTICLE I The Merger SECTION 1.01. The Merger 2 SECTION 1.02. Closing 2 SECTION 1.03. Effective Time of the Merger . . . 1139582	Corio Corio, Inc. ( Software & Programming ) As referenced in this Agreement and Plan of Merger: CORIO, INC. – exv2w1 EX-2.1 2 f05092exv2w1.htm EXHIBIT 2.1 EXECUTION COPY Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Among INTERNATIONAL BUSINESS MACHINES CORPORATION, NIKE ACQUISITION CORP. and CORIO, INC. Dated as of January 24, 2005 TABLE OF CONTENTS Page ARTICLE I The Merger SECTION 1.01. The Merger 2 SECTION 1.02. Closing 2 SECTION 1.03. Effective _____________ CORIO, INC. – 2005 (this ?Agreement?), by and among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (?Parent?), NIKE ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (?Sub?), and CORIO, INC. , a Delaware corporation (the ?Company?). WHEREAS the Board of Directors of each of the Company and Sub deems it in the best interests of their respective stockholders to consummate _____________ Corio, Inc. – to: Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Facsimile No: (212) 474-3700 Attention: Scott A. Barshay, Esq. if to the Company, to: Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Facsimile No: (650) 232-3200 Attention: George Kadifa with a copy to: 60 Corio, Inc. 959 Skyway Road, Suite 100 _____________ Corio, Inc. – Esq. if to the Company, to: Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Facsimile No: (650) 232-3200 Attention: George Kadifa with a copy to: 60 Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Facsimile No: (650) 232-3200 Attention: General Counsel and with a copy to: Wilson Sonsini Goodrich & Rosati Professional Corporation _____________ CORIO, INC. – written above. INTERNATIONAL BUSINESS MACHINES CORPORATION, by /s/ David L. Johnson David L. Johnson Vice President, Corporate Development NIKE ACQUISITION CORP., by /s/ David L. Johnson David L. Johnson President CORIO, INC. , by /s/ George Kadifa George Kadifa Chief Executive Officer EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SURVIVING CORPORATION ARTICLE I The name of the corporation (hereinafter called _____________ dt 1744777 ; Corio Corio, Inc. ( Software & Programming ) As referenced in this Agreement and Plan of Merger: CORIO, INC. – exv2w1 EX-2.1 2 f05092exv2w1.htm EXHIBIT 2.1 EXECUTION COPY Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Among INTERNATIONAL BUSINESS MACHINES CORPORATION, NIKE ACQUISITION CORP. and CORIO, INC. Dated as of January 24, 2005 TABLE OF CONTENTS Page ARTICLE I The Merger SECTION 1.01. The Merger 2 SECTION 1.02. Closing 2 SECTION 1.03. Effective _____________ CORIO, INC. – 2005 (this ?Agreement?), by and among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (?Parent?), NIKE ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (?Sub?), and CORIO, INC. , a Delaware corporation (the ?Company?). WHEREAS the Board of Directors of each of the Company and Sub deems it in the best interests of their respective stockholders to consummate _____________ Corio, Inc. – to: Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Facsimile No: (212) 474-3700 Attention: Scott A. Barshay, Esq. if to the Company, to: Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Facsimile No: (650) 232-3200 Attention: George Kadifa with a copy to: 60 Corio, Inc. 959 Skyway Road, Suite 100 _____________ Corio, Inc. – Esq. if to the Company, to: Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Facsimile No: (650) 232-3200 Attention: George Kadifa with a copy to: 60 Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Facsimile No: (650) 232-3200 Attention: General Counsel and with a copy to: Wilson Sonsini Goodrich & Rosati Professional Corporation _____________ CORIO, INC. – written above. INTERNATIONAL BUSINESS MACHINES CORPORATION, by /s/ David L. Johnson David L. Johnson Vice President, Corporate Development NIKE ACQUISITION CORP., by /s/ David L. Johnson David L. Johnson President CORIO, INC. , by /s/ George Kadifa George Kadifa Chief Executive Officer EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SURVIVING CORPORATION ARTICLE I The name of the corporation (hereinafter called _____________ dt 1744779 ;	Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Cravath, Swaine – other than those that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019, unless another time, date or place is agreed to in writing by Parent and the Company. The date _____________ Cravath, Swaine – with a copy to: International Business Machines Corporation New Orchard Road Avenue Armonk, NY 10504 Facsimile No: (914) 499-6006 Attention: Gregory C. Bomberger, Esq. and with a copy to: Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Facsimile No: (212) 474-3700 Attention: Scott A. Barshay, Esq. if to the Company, to: Corio, Inc. _____________ dt 1702388
$46	Preview Full Doc	2005	Agreement and Plan of Merger Agreement and Plan of Merger (203K) Doc #1139587: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER Among INTERNATIONAL BUSINESS MACHINES CORPORATION, NIKE ACQUISITION CORP. and CORIO, INC. Dated as of January 24, 2005 TABLE OF CONTENTS Page ARTICLE I The Merger SECTION 1.01. The Merger 2 SECTION 1.02. Closing 2 SECTION 1.03. Effective Time of the Merger . . . 1139587	Corio Corio, Inc. ( Software & Programming ) As referenced in this Agreement and Plan of Merger: CORIO, INC. – exv2w1 EX-2.1 2 f04939exv2w1.htm EXHIBIT 2.1 EXECUTION COPY Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Among INTERNATIONAL BUSINESS MACHINES CORPORATION, NIKE ACQUISITION CORP. and CORIO, INC. Dated as of January 24, 2005 TABLE OF CONTENTS Page ARTICLE I The Merger SECTION 1.01. The Merger 2 SECTION 1.02. Closing 2 SECTION 1.03. Effective _____________ CORIO, INC. – 2005 (this ?Agreement?), by and among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (?Parent?), NIKE ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (?Sub?), and CORIO, INC. , a Delaware corporation (the ?Company?). WHEREAS the Board of Directors of each of the Company and Sub deems it in the best interests of their respective stockholders to consummate _____________ Corio, Inc. – to: Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Facsimile No: (212) 474-3700 Attention: Scott A. Barshay, Esq. if to the Company, to: Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Facsimile No: (650) 232-3200 Attention: George Kadifa with a copy to: 60 Corio, Inc. 959 Skyway Road, Suite 100 _____________ Corio, Inc. – Esq. if to the Company, to: Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Facsimile No: (650) 232-3200 Attention: George Kadifa with a copy to: 60 Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Facsimile No: (650) 232-3200 Attention: General Counsel and with a copy to: Wilson Sonsini Goodrich & Rosati Professional Corporation _____________ CORIO, INC. – written above. INTERNATIONAL BUSINESS MACHINES CORPORATION, by /s/ David L. Johnson David L. Johnson Vice President, Corporate Development NIKE ACQUISITION CORP., by /s/ David L. Johnson David L. Johnson President CORIO, INC. , by /s/ George Kadifa George Kadifa Chief Executive Officer EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SURVIVING CORPORATION ARTICLE I The name of the corporation (hereinafter called _____________ dt 1744778 ; Corio Corio, Inc. ( Software & Programming ) As referenced in this Agreement and Plan of Merger: CORIO, INC. – exv2w1 EX-2.1 2 f04939exv2w1.htm EXHIBIT 2.1 EXECUTION COPY Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Among INTERNATIONAL BUSINESS MACHINES CORPORATION, NIKE ACQUISITION CORP. and CORIO, INC. Dated as of January 24, 2005 TABLE OF CONTENTS Page ARTICLE I The Merger SECTION 1.01. The Merger 2 SECTION 1.02. Closing 2 SECTION 1.03. Effective _____________ CORIO, INC. – 2005 (this ?Agreement?), by and among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (?Parent?), NIKE ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (?Sub?), and CORIO, INC. , a Delaware corporation (the ?Company?). WHEREAS the Board of Directors of each of the Company and Sub deems it in the best interests of their respective stockholders to consummate _____________ Corio, Inc. – to: Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Facsimile No: (212) 474-3700 Attention: Scott A. Barshay, Esq. if to the Company, to: Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Facsimile No: (650) 232-3200 Attention: George Kadifa with a copy to: 60 Corio, Inc. 959 Skyway Road, Suite 100 _____________ Corio, Inc. – Esq. if to the Company, to: Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Facsimile No: (650) 232-3200 Attention: George Kadifa with a copy to: 60 Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Facsimile No: (650) 232-3200 Attention: General Counsel and with a copy to: Wilson Sonsini Goodrich & Rosati Professional Corporation _____________ CORIO, INC. – written above. INTERNATIONAL BUSINESS MACHINES CORPORATION, by /s/ David L. Johnson David L. Johnson Vice President, Corporate Development NIKE ACQUISITION CORP., by /s/ David L. Johnson David L. Johnson President CORIO, INC. , by /s/ George Kadifa George Kadifa Chief Executive Officer EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SURVIVING CORPORATION ARTICLE I The name of the corporation (hereinafter called _____________ dt 1744780 ;	Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Cravath, Swaine – other than those that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019, unless another time, date or place is agreed to in writing by Parent and the Company. The date _____________ Cravath, Swaine – with a copy to: International Business Machines Corporation New Orchard Road Avenue Armonk, NY 10504 Facsimile No: (914) 499-6006 Attention: Gregory C. Bomberger, Esq. and with a copy to: Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Facsimile No: (212) 474-3700 Attention: Scott A. Barshay, Esq. if to the Company, to: Corio, Inc. _____________ dt 1702389
$54	Preview Full Doc	2002	Asset Purchase Agreement Asset Purchase Agreement (188K) Doc #1139669: Click preview link for longer preview. ASSET PURCHASE AGREEMENT by and between CORIO, INC. and QWEST CYBER.SOLUTIONS LLC, Dated as of August 1, 2002 -------------------------------------------------------------------------------- Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the . . . 1139669	Corio Corio, Inc. ( Software & Programming ) As referenced in this Asset Purchase Agreement: CORIO, INC. – lt;FILENAME>dex21.txt <DESCRIPTION>ASSET PURCHASE AGREEMENT DATED 08/01/2002 <TEXT> <PAGE> Exhibit 2.1 ASSET PURCHASE AGREEMENT by and between CORIO, INC. and QWEST CYBER.SOLUTIONS LLC, Dated as of August 1, 2002 -------------------------------------------------------------------------------- Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject _____________ Corio, Inc. – 15 Severability .......................................................... 36 </TABLE> -iii- <PAGE> ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is entered into as of August 1, 2002 by and between Corio, Inc. , a Delaware corporation ("Buyer"), and Qwest Cyber.Solutions LLC, a Delaware limited liability company ("Seller"). Capitalized terms used in this Agreement and not otherwise defined have the meanings stated _____________ Corio, Inc. – communications to Buyer and Seller will, unless another address is specified by Buyer or Seller hereafter in writing, be sent to the address indicated below: If to Buyer, addressed to: Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, California 94070 Attention: (a) President and CEO and (b) General Counsel Facsimile: (650) 232-3271 with a copy to (which will not _____________ CORIO, INC. – IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers as of the day and year first above written. "BUYER" CORIO, INC. By: /s/ George Kadifa --------------------------------------------------- Name: George Kadifa ------------------------------------------------- Title: Chairman, President and Chief Executive Officer ------------------------------------------------ "SELLER" QWEST CYBER.SOLUTIONS LLC By: /s/ Afshin Mohebbi --------------------------------------------------- Name: Afshin Mohebbi ------------------------------------------------- Title: ------------------------------------------------ -37- < _____________ CORIO, INC. – Exhibit C. [END] Definitions-9 <PAGE> Exhibit A FORM OF ASSUMPTION AGREEMENT This Assumption Agreement (this "Agreement") is made effective as of _________, __, 2002, by and between CORIO, INC. , a Delaware corporation ("Buyer"), and QWEST CYBER.SOLUTIONS LLC, a Delaware limited liability company ("Seller"). Capitalized terms used in this Agreement and not otherwise defined have the meanings stated _____________ dt 1468373 ; Corio Corio, Inc. ( Software & Programming ) As referenced in this Asset Purchase Agreement: CORIO, INC. – lt;FILENAME>dex21.txt <DESCRIPTION>ASSET PURCHASE AGREEMENT DATED 08/01/2002 <TEXT> <PAGE> Exhibit 2.1 ASSET PURCHASE AGREEMENT by and between CORIO, INC. and QWEST CYBER.SOLUTIONS LLC, Dated as of August 1, 2002 -------------------------------------------------------------------------------- Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject _____________ Corio, Inc. – 15 Severability .......................................................... 36 </TABLE> -iii- <PAGE> ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is entered into as of August 1, 2002 by and between Corio, Inc. , a Delaware corporation ("Buyer"), and Qwest Cyber.Solutions LLC, a Delaware limited liability company ("Seller"). Capitalized terms used in this Agreement and not otherwise defined have the meanings stated _____________ Corio, Inc. – communications to Buyer and Seller will, unless another address is specified by Buyer or Seller hereafter in writing, be sent to the address indicated below: If to Buyer, addressed to: Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, California 94070 Attention: (a) President and CEO and (b) General Counsel Facsimile: (650) 232-3271 with a copy to (which will not _____________ CORIO, INC. – IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers as of the day and year first above written. "BUYER" CORIO, INC. By: /s/ George Kadifa --------------------------------------------------- Name: George Kadifa ------------------------------------------------- Title: Chairman, President and Chief Executive Officer ------------------------------------------------ "SELLER" QWEST CYBER.SOLUTIONS LLC By: /s/ Afshin Mohebbi --------------------------------------------------- Name: Afshin Mohebbi ------------------------------------------------- Title: ------------------------------------------------ -37- < _____________ CORIO, INC. – Exhibit C. [END] Definitions-9 <PAGE> Exhibit A FORM OF ASSUMPTION AGREEMENT This Assumption Agreement (this "Agreement") is made effective as of _________, __, 2002, by and between CORIO, INC. , a Delaware corporation ("Buyer"), and QWEST CYBER.SOLUTIONS LLC, a Delaware limited liability company ("Seller"). Capitalized terms used in this Agreement and not otherwise defined have the meanings stated _____________ dt 1468388 ;	Qwest Qwest Communications International Inc. ( Communications Services ) As referenced in this Asset Purchase Agreement: Qwest Communications International Inc – Assets in the Business as presently conducted. Seller is a wholly owned subsidiary of Qwest Services Corporation which is a wholly-owned subsidiary of and the primary operating subsidiary of Qwest Communications International Inc . -9- <PAGE> 5.2 Authorization; No Conflicts. Seller has all necessary power and authority to execute, deliver and perform this Agreement and the Transaction Documents to which _____________ dt 1466417 ; WSGR Wilson Sonsini Goodrich & Rosati ( Legal ) As referenced in this Asset Purchase Agreement: Wilson Sonsini – Skyway Road, Suite 100 San Carlos, California 94070 Attention: (a) President and CEO and (b) General Counsel Facsimile: (650) 232-3271 with a copy to (which will not constitute notice): Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 9434-1050 Attention: Douglas H. Collom Facsimile: 650-493-6811 If to Seller, addressed to: Qwest Cyber. _____________ dt 1324862
$54	Preview Full Doc	2003	Asset Transfer Agreement Asset Transfer Agreement (263K) Doc #1139657: Click preview link for longer preview. ASSET TRANSFER AGREEMENT AND PLAN OF REORGANIZATION by and among CORIO, INC., DEAN ADAMOPOULOS, JOHN S. ZIS, ENTERPRISE TRUST I (BY JOHN S. ZIS AS TRUSTEE AND REGISTERED SHAREHOLDER), ENTERPRISE TRUST II (BY JOHN S. ZIS AS TRUSTEE AND REGISTERED SHAREHOLDER), JEFF DEVINE, SABIR KAPASI, JOHN S. ZIS, AS STOCKHOLDER REPRESENTATIVE, U.S. BANK, NATIONAL ASSOCIATION AS ESCROW AGENT, and NEXUS TECHNOLOGY, INC. October 22, 2003 TABLE OF . . . 1139657	Corio Corio, Inc. ( Software & Programming ) As referenced in this Asset Transfer Agreement: CORIO, INC. – 1(A) 3 dex21a.htm ASSET TRANSFER AGREEMENT AND PLAN OF REORGANIZATION DATED OCTOBER 22, 2003 Exhibit 2.1(a) ASSET TRANSFER AGREEMENT AND PLAN OF REORGANIZATION by and among CORIO, INC. , DEAN ADAMOPOULOS, JOHN S. ZIS, ENTERPRISE TRUST I (BY JOHN S. ZIS AS TRUSTEE AND REGISTERED SHAREHOLDER), ENTERPRISE TRUST II (BY JOHN S. ZIS AS TRUSTEE AND REGISTERED SHAREHOLDER), _____________ Corio, Inc. – Stockholders -vii- ASSET TRANSFER AGREEMENT AND PLAN OF REORGANIZATION This ASSET TRANSFER AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made and entered into as of October 22, 2003 between Corio, Inc. , a Delaware corporation (Transferee), Nexus Technology, Inc., a corporation organized under the laws of Illinois (Transferor), Dean Adamopoulos, John S. Zis, Enterprise Trust I (by John S. Zis as _____________ Corio, Inc. – such -60- facsimile) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) if to Transferee, to: Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, California 94070 Attention: (a) President and CEO and (b) General Counsel Facsimile No.: (650) 232-3271 with a copy (which shall not _____________ CORIO, INC. – Indemnifying Stockholders, the Stockholder Representative and the Escrow Agent have caused this Asset Transfer Agreement and Plan of Reorganization to be signed as of the date first written above. TRANSFEREE CORIO, INC. a Delaware corporation By: /s/ GEORGE KADIFA George Kadifa Chairman, President and Chief Executive Officer TRANSFEROR NEXUS TECHNOLOGY, INC. an Illinois corporation By: /s/ JOHN S. ZIS John S. _____________ Corio, Inc. – This General Assignment and Bill of Transfer (the General Assignment) is made and effective as of October 22, 2003 by Nexus Technology, Inc., an Illinois corporation (Transferor), in favor of Corio, Inc. , a Delaware corporation (Transferee). WHEREAS, Transferee and Transferor have entered into an Asset Transfer Agreement and Plan of Reorganization, dated as of an even date herewith (the Reorganization Agreement), _____________ dt 1468371 ; Corio Corio, Inc. ( Software & Programming ) As referenced in this Asset Transfer Agreement: CORIO, INC. – 1(A) 3 dex21a.htm ASSET TRANSFER AGREEMENT AND PLAN OF REORGANIZATION DATED OCTOBER 22, 2003 Exhibit 2.1(a) ASSET TRANSFER AGREEMENT AND PLAN OF REORGANIZATION by and among CORIO, INC. , DEAN ADAMOPOULOS, JOHN S. ZIS, ENTERPRISE TRUST I (BY JOHN S. ZIS AS TRUSTEE AND REGISTERED SHAREHOLDER), ENTERPRISE TRUST II (BY JOHN S. ZIS AS TRUSTEE AND REGISTERED SHAREHOLDER), _____________ Corio, Inc. – Stockholders -vii- ASSET TRANSFER AGREEMENT AND PLAN OF REORGANIZATION This ASSET TRANSFER AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made and entered into as of October 22, 2003 between Corio, Inc. , a Delaware corporation (Transferee), Nexus Technology, Inc., a corporation organized under the laws of Illinois (Transferor), Dean Adamopoulos, John S. Zis, Enterprise Trust I (by John S. Zis as _____________ Corio, Inc. – such -60- facsimile) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) if to Transferee, to: Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, California 94070 Attention: (a) President and CEO and (b) General Counsel Facsimile No.: (650) 232-3271 with a copy (which shall not _____________ CORIO, INC. – Indemnifying Stockholders, the Stockholder Representative and the Escrow Agent have caused this Asset Transfer Agreement and Plan of Reorganization to be signed as of the date first written above. TRANSFEREE CORIO, INC. a Delaware corporation By: /s/ GEORGE KADIFA George Kadifa Chairman, President and Chief Executive Officer TRANSFEROR NEXUS TECHNOLOGY, INC. an Illinois corporation By: /s/ JOHN S. ZIS John S. _____________ Corio, Inc. – This General Assignment and Bill of Transfer (the General Assignment) is made and effective as of October 22, 2003 by Nexus Technology, Inc., an Illinois corporation (Transferor), in favor of Corio, Inc. , a Delaware corporation (Transferee). WHEREAS, Transferee and Transferor have entered into an Asset Transfer Agreement and Plan of Reorganization, dated as of an even date herewith (the Reorganization Agreement), _____________ dt 1468386 ;	U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Asset Transfer Agreement: U.S. BANK, NA – JOHN S. ZIS AS TRUSTEE AND REGISTERED SHAREHOLDER), ENTERPRISE TRUST II (BY JOHN S. ZIS AS TRUSTEE AND REGISTERED SHAREHOLDER), JEFF DEVINE, SABIR KAPASI, JOHN S. ZIS, AS STOCKHOLDER REPRESENTATIVE, U.S. BANK, NA TIONAL ASSOCIATION AS ESCROW AGENT, and NEXUS TECHNOLOGY, INC. October 22, 2003 TABLE OF CONTENTS Page INDEX OF SCHEDULES vi ARTICLE I DEFINITIONS 1 1.1 Capitalized Terms 1 1. _____________ U.S. Bank, Na – registered shareholder), Enterprise Trust II (by John S. Zis as trustee and registered shareholder), Jeff Devine, Sabir Kapasi (collectively, the Indemnifying Stockholders), and (solely with respect to Article XI hereof) U.S. Bank, Na tional Association (Escrow Agent), and John S. Zis, as Stockholder Representative (as defined below). RECITALS A. Transferee desires to acquire from Transferor, and Transferor desires to transfer to Transferee, substantially _____________ U.S. BANK, NA – JEFF DEVINE /s/ JEFF DEVINE Jeff Devine INDEMNIFYING STOCKHOLDER SABIR KAPASI /s/ SABIR KAPASI Sabir Kapasi STOCKHOLDER REPRESENTATIVE JOHN S. ZIS /s/ JOHN S. ZIS John S. Zis ESCROW AGENT U.S. BANK, NA TIONAL ASSOCIATION By: /s/ SHEILA K. SOARES Sheila K. Soares, Assistant Vice President [Signature Page to Asset Transfer Agreement and Plan of Reorganization] EXHIBIT A GENERAL ASSIGNMENT AND BILL OF _____________ dt 1342708 ; WSGR Wilson Sonsini Goodrich & Rosati ( Legal ) As referenced in this Asset Transfer Agreement: Wilson Sonsini – ARTICLE III CLOSING AND CONSIDERATION 3.1 Closing. The closing of the transactions contemplated by this Agreement and the Collateral Agreements (the Closing) will take place at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, in Palo Alto, California, or remotely by facsimile if so decided by the parties, commencing at 2:00 p.m., local time, on October _____________ Wilson Sonsini – from Transferors Counsel, addressed to it, a legal opinion in substantially the form attached hereto as Exhibit C. (h) WSGR Legal Opinion. Transferee shall have received a legal opinion from Wilson Sonsini Goodrich & Rosati, P.C. to the effect that the asset transfer contemplated by this Agreement will constitute a reorganization within the meaning of Section 368 of the Code. _____________ Wilson Sonsini – Road, Suite 100 San Carlos, California 94070 Attention: (a) President and CEO and (b) General Counsel Facsimile No.: (650) 232-3271 with a copy (which shall not constitute notice) to: Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 Attention: Douglas H. Collom Facsimile No.: (650) 845-5000 (b) if to Transferor, to: Nexus Technology, _____________ Wilson Sonsini – San Carlos, California 94070 Attention: (1) CEO and (2) General Counsel Telephone No.: (650) 232-3070 Facsimile No.: (650) 232-3271 with a copy (which shall not constitute notice) to: Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 Attention: Douglas H. Collom Telephone No.: (650) 493-9300 Facsimile No.: (650) 845-5000 (b) if _____________ Wilson Sonsini – San Carlos, California 94070 Attention: (1) CEO and (2) General Counsel Telephone No.: (650) 232-3070 Facsimile No.: (650) 232-3271 with a copy (which shall not constitute notice) to: Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 Attention: Douglas H. Collom Telephone No.: (650) 493-9300 Facsimile No.: (650) 845-5000 (b) if _____________ dt 1324860
$41	Preview Full Doc	2004	Credit Agreement Credit Agreement (70K) Doc #1139615: Click preview link for longer preview. CREDIT AGREEMENT THIS AGREEMENT is entered into as of March 17, 2004, by and between CORIO, INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). RECITALS Borrower has requested that Bank extend or continue credit to Borrower as described below, and Bank has agreed to provide such credit to Borrower on the terms and conditions contained herein. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree as follows: ARTICLE I CREDIT TERMS SECTION 1.1. . . . 1139615	Corio Corio, Inc. ( Software & Programming ) As referenced in this Credit Agreement: CORIO, INC. – Exhbit 10.17 EX-10.17 4 exh10-17.htm CREDIT AGREEMENT Exhibit 10.17 CREDIT AGREEMENT THIS AGREEMENT is entered into as of March 17, 2004, by and between CORIO, INC. , a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). RECITALS Borrower has requested that Bank extend or continue credit to Borrower as described below, and Bank has _____________ CORIO, INC. – is required or may desire to give to any other party under any provision of this Agreement must be in writing delivered to each party at the following address: BORROWER: CORIO, INC. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Attn: Chief Executive Officer Chief Financial Officer General Counsel BANK: WELLS FARGO BANK, NATIONAL ASSOCIATION 400 Hamilton Avenue Palo Alto, _____________ CORIO, INC. – Loan Documents or any relationship between the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. CORIO, INC. WELLS FARGO BANK, NATIONAL ASSOCIATION By:___/s/ GEORGE KADIFA George Kadifa Chief Executive Officer By: ___/s/ JILL B. TA____ Jill B. Ta Vice President _____________ dt 1468370 ; Corio Corio, Inc. ( Software & Programming ) As referenced in this Credit Agreement: CORIO, INC. – Exhbit 10.17 EX-10.17 4 exh10-17.htm CREDIT AGREEMENT Exhibit 10.17 CREDIT AGREEMENT THIS AGREEMENT is entered into as of March 17, 2004, by and between CORIO, INC. , a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). RECITALS Borrower has requested that Bank extend or continue credit to Borrower as described below, and Bank has _____________ CORIO, INC. – is required or may desire to give to any other party under any provision of this Agreement must be in writing delivered to each party at the following address: BORROWER: CORIO, INC. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Attn: Chief Executive Officer Chief Financial Officer General Counsel BANK: WELLS FARGO BANK, NATIONAL ASSOCIATION 400 Hamilton Avenue Palo Alto, _____________ CORIO, INC. – Loan Documents or any relationship between the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. CORIO, INC. WELLS FARGO BANK, NATIONAL ASSOCIATION By:___/s/ GEORGE KADIFA George Kadifa Chief Executive Officer By: ___/s/ JILL B. TA____ Jill B. Ta Vice President _____________ dt 1468385 ;	ISDA International Swaps & Derivatives Association, Inc. ( Associations ) As referenced in this Credit Agreement: International Swaps and Derivatives Association – and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association , Inc., or any other master agreement (any such master agreement, together with any related schedules, as amended, restated, extended, supplemented or otherwise modified in writing from time to time, _____________ dt 1602779
$54	Preview Full Doc	2000	Hosting License Agreement Hosting License Agreement (60K) Doc #108655: Click preview link for longer preview. HOSTING LICENSE AGREEMENT This Hosting License Agreement ("Agreement") is entered into as of June 30, 1999 (the "Effective Date"), by and between Active Software, Inc., a California corporation with its principal place of business at 3333 Octavius Drive, Santa Clara, California 95054 ("Active"), and Corio, Inc., a Delaware corporation with its principal place of business at 700 Bay Road, Redwood City, California 94063 ("Partner"). RECITALS 1. Active develops and distributes software (the "Active Materials," as defined below) which enables the integration of certain third party software with other third party software. 2. Partner hosts certain third party software (the "Third Party Software," as defined below) for its customers. 3. Active wishes Partner to integrate certain Active Materials into the Third Party Software and host the Integrated Hosting Services (as defined below), and Partner wishes to obtain the right to integrate the Active Materials and host the Integrated Hosting Services. AGREEMENT IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS: 1. Definitions. "Active Materials" means the Licensed Materials. "Adapter" means the adapter and/or agent software described under the heading "Adapters" in Exhibit A, in Object Code format only, which Active distributes or develops and which interfaces between the Integration Kit and the Third Party Software. "Confidential Information" of a party means any information disclosed by that party to the other party pursuant to this Agreement which is in written, graphic, machine readable or other tangible form and is marked "Confidential," "Proprietary" or in some other manner to indicate its confidential nature. Confidential Information may also include oral information disclosed by one party to the other pursuant to this Agreement, provided that such information is designated as confidential at the time of disclosure or is so designated in writing by the disclosing party within thirty (30) days after its oral disclosure. Notwithstanding the foregoing, all information Active provides to Partner that relates to the Active Materials shall be deemed Active's Confidential Information. "Developer Kit" means the software described under the heading "Developer Kit" in Exhibit A, in Object Code format only, which Active distributes to software developers to enable such developers to build or modify Adapters and/or to build or modify events, rules, transformations and other integration process components used for specific applications. 108655	Corio Corio, Inc. ( Software & Programming ) As referenced in this Hosting License Agreement: CORIO INC – CORIO INC _____________ Corio, Inc. – 30, 1999 (the "Effective Date"), by and between Active Software, Inc., a California corporation with its principal place of business at 3333 Octavius Drive, Santa Clara, California 95054 ("Active"), and Corio, Inc. , a Delaware corporation with its principal place of business at 700 Bay Road, Redwood City, California 94063 ("Partner"). RECITALS 1. Active develops and distributes software (the "Active Materials," as _____________ CORIO, INC. – be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. -10- 11 AGREED AND ACCEPTED: ACTIVE SOFTWARE, INC. CORIO, INC. /s/ Signature Illegible} By: /s/ Signature Illegible By: HASAN G. RIZVI ----------------------------- ---------------------------- Title: CFO Title: DIRECTOR OF ENGG. -------------------------- ------------------------- 7/1/99 12 EXHIBIT A LICENSED MATERIALS 1. Active Software. _____________ dt 1852805 ; Corio Corio, Inc. ( Software & Programming ) As referenced in this Hosting License Agreement: Corio, Inc. – 30, 1999 (the "Effective Date"), by and between Active Software, Inc., a California corporation with its principal place of business at 3333 Octavius Drive, Santa Clara, California 95054 ("Active"), and Corio, Inc. , a Delaware corporation with its principal place of business at 700 Bay Road, Redwood City, California 94063 ("Partner"). RECITALS 1. Active develops and distributes software (the "Active Materials," as _____________ CORIO, INC. – be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. -10- {PAGE} 11 AGREED AND ACCEPTED: ACTIVE SOFTWARE, INC. CORIO, INC. /s/ Signature Illegible} By: /s/ Signature Illegible By: HASAN G. RIZVI ----------------------------- ---------------------------- Title: CFO Title: DIRECTOR OF ENGG. -------------------------- ------------------------- 7/1/99 {PAGE} 12 EXHIBIT A LICENSED MATERIALS 1. Active Software. _____________ dt 1468377 ;	Active Software, Inc.
$47	Preview Full Doc	2000	Hosting License Agreement Hosting License Agreement (60K) Doc #1139715: Click preview link for longer preview. HOSTING LICENSE AGREEMENT This Hosting License Agreement ("Agreement") is entered into as of June 30, 1999 (the "Effective Date"), by and between Active Software, Inc., a California corporation with its principal place of business at 3333 Octavius Drive, Santa Clara, California 95054 ("Active"), and Corio, Inc., a Delaware corporation with its principal place of business at 700 Bay Road, Redwood City, California 94063 ("Partner"). RECITALS 1. Active develops and . . . 1139715	Corio Corio, Inc. ( Software & Programming ) As referenced in this Hosting License Agreement: Corio, Inc. – 30, 1999 (the "Effective Date"), by and between Active Software, Inc., a California corporation with its principal place of business at 3333 Octavius Drive, Santa Clara, California 95054 ("Active"), and Corio, Inc. , a Delaware corporation with its principal place of business at 700 Bay Road, Redwood City, California 94063 ("Partner"). RECITALS 1. Active develops and distributes software (the "Active Materials," as _____________ CORIO, INC. – in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. -10- <PAGE> 11 AGREED AND ACCEPTED: ACTIVE SOFTWARE, INC. CORIO, INC. /s/ Signature Illegible> By: /s/ Signature Illegible By: HASAN G. RIZVI ----------------------------- ---------------------------- Title: CFO Title: DIRECTOR OF ENGG. -------------------------- ------------------------- 7/1/99 <PAGE> 12 EXHIBIT A LICENSED MATERIALS _____________ dt 1468375 ;	Corio Corio, Inc. ( Software & Programming ) As referenced in this Hosting License Agreement: Corio, Inc. – 30, 1999 (the "Effective Date"), by and between Active Software, Inc., a California corporation with its principal place of business at 3333 Octavius Drive, Santa Clara, California 95054 ("Active"), and Corio, Inc. , a Delaware corporation with its principal place of business at 700 Bay Road, Redwood City, California 94063 ("Partner"). RECITALS 1. Active develops and distributes software (the "Active Materials," as _____________ CORIO, INC. – in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. -10- <PAGE> 11 AGREED AND ACCEPTED: ACTIVE SOFTWARE, INC. CORIO, INC. /s/ Signature Illegible> By: /s/ Signature Illegible By: HASAN G. RIZVI ----------------------------- ---------------------------- Title: CFO Title: DIRECTOR OF ENGG. -------------------------- ------------------------- 7/1/99 <PAGE> 12 EXHIBIT A LICENSED MATERIALS _____________ dt 1468390
$43	Preview Full Doc	2000	License and Hosting Agreement License and Hosting Agreement (63K) Doc #141770: Click preview link for longer preview. CORIO INC. LICENSE AND HOSTING AGREEMENT This License and Hosting Agreement (the "AGREEMENT") is made and entered into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc., a Delaware corporation having its principal place of business at 1600 Rivera Avenue, Walnut Creek, CA 94596 ("COMMERCE ONE"). BACKGROUND A. Commerce One is the owner of certain proprietary software products (the "SOFTWARE" as further defined below); and B. Corio wishes to obtain a license to use and host the Software on the terms and conditions set forth herein in connection with the hosting services that Corio will provide to its Customers (as defined below) and Commerce One wishes to grant Corio such a license on such terms; C. The parties further wish to jointly market and promote the other party's software and/or services as well as provide support and professional services to Corio and its Customers in accordance with this Agreement. NOW, THEREFORE, for good and valuable consideration, the parties hereby agree as follows: 1. DEFINITIONS. The following terms shall have the following meanings: 1.1 "SOFTWARE USER" means a named user of the Corio Services worldwide to whom a user identification number and password has been assigned, which permits that user to access and use the Software on a designated Corio Server. The identification number and password used by a Software User is reusable and reassignable and may be used and transferred by Corio, in accordance with the licenses granted below, between Customers as one Customer discontinues the Corio Services and another Customer subscribes. 1.2 "ASP" means Application Service Provider. 1.2.5 "APPLICATION MANAGEMENT REVENUE" means net revenue Corio receives from Customers for Tier One support of the Software and MarketSite Service, operational support of the Software and MarketSite Service and basic infrastructure support (hardware, database and operating system) for the Software and MarketSite Service. Net revenue means all revenue received by Corio from Customers for the Software and MarketSite Service, less taxes, freight, insurance, refunds or credits and other non-product items. 1.3 "CORIO MARKET SEGMENT" means those customers with annual sales revenues of less than [*]. For the purposes of this definition the sales revenue shall apply to either the 141770	Corio Corio, Inc. ( Software & Programming ) As referenced in this License and Hosting Agreement: CORIO INC. – {DOCUMENT} {TYPE}EX-10.5 {SEQUENCE}5 {FILENAME}ex10-5.txt {DESCRIPTION}EXHIBIT 10.5 {TEXT} {PAGE} 1 EXHIBIT 10.5 CORIO INC. LICENSE AND HOSTING AGREEMENT This License and Hosting Agreement (the "AGREEMENT") is made and entered into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a _____________ Corio Inc. – 10.5 CORIO INC. LICENSE AND HOSTING AGREEMENT This License and Hosting Agreement (the "AGREEMENT") is made and entered into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc. , a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc., a Delaware corporation having its _____________ CORIO, INC. – the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CORIO, INC. COMMERCE ONE, INC. By: /s/ Signature Illegible By: /s/ Signature Illegible -------------------------------- Name: GEORGE KADIFA Name: MARK S. BIESTMAN --------------------------- ------------------------------ Title: CEO Title: V.P. WORLDWIDE SALES -------------------------- ------------------------------ Date: 11/5/99 _____________ dt 1468366 ; Corio Corio, Inc. ( Software & Programming ) As referenced in this License and Hosting Agreement: CORIO, INC. – the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CORIO, INC. COMMERCE ONE, INC. By: /s/ Signature Illegible By: /s/ Signature Illegible -------------------------------- Name: GEORGE KADIFA Name: MARK S. BIESTMAN --------------------------- ------------------------------ Title: CEO Title: V.P. WORLDWIDE SALES -------------------------- ------------------------------ Date: 11/5/99 _____________ dt 1468382 ;	Commerce One Commerce One, Inc. ( Computer Services ) As referenced in this License and Hosting Agreement: Commerce One, Inc. – 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc. , a Delaware corporation having its principal place of business at 1600 Rivera Avenue, Walnut Creek, CA 94596 ("COMMERCE ONE"). BACKGROUND A. Commerce One is the owner of certain proprietary _____________ COMMERCE ONE, INC. – with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CORIO, INC. COMMERCE ONE, INC. By: /s/ Signature Illegible By: /s/ Signature Illegible -------------------------------- Name: GEORGE KADIFA Name: MARK S. BIESTMAN --------------------------- ------------------------------ Title: CEO Title: V.P. WORLDWIDE SALES -------------------------- ------------------------------ Date: 11/5/99 Date: -------------------------- ------------------------------ 14 {PAGE} _____________ dt 1482265 ; Commerce One Commerce One, Inc. ( Computer Services ) As referenced in this License and Hosting Agreement: Commerce One, Inc. – 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc. , a Delaware corporation having its principal place of business at 1600 Rivera Avenue, Walnut Creek, CA 94596 ("COMMERCE ONE"). BACKGROUND A. Commerce One is the owner of certain proprietary _____________ COMMERCE ONE, INC. – with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CORIO, INC. COMMERCE ONE, INC. By: /s/ Signature Illegible By: /s/ Signature Illegible -------------------------------- Name: GEORGE KADIFA Name: MARK S. BIESTMAN --------------------------- ------------------------------ Title: CEO Title: V.P. WORLDWIDE SALES -------------------------- ------------------------------ Date: 11/5/99 Date: -------------------------- ------------------------------ 14 {PAGE} _____________ dt 1482347
$42	Preview Full Doc	2000	License and Hosting Agreement License and Hosting Agreement (64K) Doc #1139702: Click preview link for longer preview. CORIO INC. LICENSE AND HOSTING AGREEMENT This License and Hosting Agreement (the "AGREEMENT") is made and entered into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc., a Delaware corporation having its principal place of business at 1600 Rivera Avenue, Walnut Creek, CA 94596 ("COMMERCE ONE"). . . . 1139702	Corio Corio, Inc. ( Software & Programming ) As referenced in this License and Hosting Agreement: CORIO INC. – gt;EX-10.5 <SEQUENCE>3 <FILENAME>ex10-5.txt <DESCRIPTION>EXHIBIT 10.5 <TEXT> <PAGE> 1 EXHIBIT 10.5 CORIO INC. LICENSE AND HOSTING AGREEMENT This License and Hosting Agreement (the "AGREEMENT") is made and entered into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a _____________ Corio Inc. – 10.5 CORIO INC. LICENSE AND HOSTING AGREEMENT This License and Hosting Agreement (the "AGREEMENT") is made and entered into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc. , a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc., a Delaware corporation having its _____________ CORIO, INC. – the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CORIO, INC. COMMERCE ONE, INC. By: /s/ Signature Illegible By: /s/ Signature Illegible -------------------------------- Name: GEORGE KADIFA Name: MARK S. BIESTMAN --------------------------- ------------------------------ Title: CEO Title: V.P. WORLDWIDE SALES -------------------------- ------------------------------ Date: 11/5/99 _____________ dt 1468374 ; Corio Corio, Inc. ( Software & Programming ) As referenced in this License and Hosting Agreement: CORIO, INC. – the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CORIO, INC. COMMERCE ONE, INC. By: /s/ Signature Illegible By: /s/ Signature Illegible -------------------------------- Name: GEORGE KADIFA Name: MARK S. BIESTMAN --------------------------- ------------------------------ Title: CEO Title: V.P. WORLDWIDE SALES -------------------------- ------------------------------ Date: 11/5/99 _____________ dt 1468389 ;	Commerce One Commerce One, Inc. ( Computer Services ) As referenced in this License and Hosting Agreement: Commerce One, Inc. – 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc. , a Delaware corporation having its principal place of business at 1600 Rivera Avenue, Walnut Creek, CA 94596 ("COMMERCE ONE"). BACKGROUND A. Commerce One is the owner of certain proprietary _____________ COMMERCE ONE, INC. – with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CORIO, INC. COMMERCE ONE, INC. By: /s/ Signature Illegible By: /s/ Signature Illegible -------------------------------- Name: GEORGE KADIFA Name: MARK S. BIESTMAN --------------------------- ------------------------------ Title: CEO Title: V.P. WORLDWIDE SALES -------------------------- ------------------------------ Date: 11/5/99 Date: -------------------------- ------------------------------ 14 < _____________ dt 1482267 ; Commerce One Commerce One, Inc. ( Computer Services ) As reference