AGREEMENT AND PLAN OFAgreement and Plan of Reorganization • November 26th, 1996 • Rational Software Corp • Services-prepackaged software • Delaware
b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a -------------------------------- condition precedent to Indemnitee's right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made...Indemnification Agreement • January 17th, 1997 • Rational Software Corp • Services-prepackaged software • Delaware
RECITALSEmployment Agreement • June 1st, 1998 • Rational Software Corp • Services-prepackaged software • California
EXHIBIT 4.18 ------------ RATIONAL SOFTWARE CORPORATION 1997 STOCK OPTION PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK...Security Agreement • January 17th, 1997 • Rational Software Corp • Services-prepackaged software • Delaware
AGREEMENT --------- NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein and in the Merger Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby...Stock Option Agreement • April 17th, 1997 • Rational Software Corp • Services-prepackaged software • Delaware
2 3 (iii) The Registration Statement and the Prospectus comply, and on the Closing Date (as hereinafter defined) and any later date on which Option Stock is to be purchased, the Prospectus will comply, in all material respects, with the provisions of...Rational Software Corp • October 3rd, 1996 • Services-prepackaged software • California
RECITALSVoting Agreement • April 17th, 1997 • Rational Software Corp • Services-prepackaged software • Delaware
CATAPULSE, INC.Security Agreement • June 18th, 2001 • Rational Software Corp • Services-prepackaged software • California
RECITALSEmployment Agreement • June 1st, 1998 • Rational Software Corp • Services-prepackaged software • California
EXHIBIT 99.6 ------------ RATIONAL SOFTWARE CORPORATION AFFILIATE AGREEMENT This RATIONAL SOFTWARE CORPORATION AFFILIATE AGREEMENT ("AGREEMENT") is dated as of April 7, 1997, between Rational Software Corporation, a Delaware corporation ("ACQUIROR"),...Exhibit 99 • April 14th, 1997 • Rational Software Corp • Services-prepackaged software • Delaware
EXHIBIT 99.2 PARTICIPATION AGREEMENTParticipation Agreement • December 6th, 1996 • Rational Software Corp • Services-prepackaged software • Delaware
RECITALSDevelopment and License Agreement • October 16th, 1996 • Rational Software Corp • Services-prepackaged software • Washington
EXHIBIT 1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 17th, 1997 • Rational Software Corp • Services-prepackaged software • Delaware
EXHIBIT 10.20 CataPULSE INC. STAND-ALONE STOCK OPTION AGREEMENT I. NOTICE OF STOCK OPTION GRANT ---------------------------- Michael T. Devlin Address: ___________________________ You have been granted a Nonstatutory Stock Option to purchase shares...Security Agreement • June 18th, 2001 • Rational Software Corp • Services-prepackaged software • California
EXHIBIT 7 --------- PURE ATRIA CORPORATION AFFILIATE AGREEMENT This PURE ATRIA CORPORATION AFFILIATE AGREEMENT ("AGREEMENT") is dated as of April 7, 1997, between Rational Software Corporation, a Delaware corporation ("ACQUIROR"), Pure Atria...Affiliate Agreement • April 17th, 1997 • Rational Software Corp • Services-prepackaged software • Delaware
ANDStock Purchase Agreement • April 9th, 1997 • Rational Software Corp • Services-prepackaged software • North Carolina
AGREEMENT --------- NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein and in the Merger Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby...Stock Option Agreement • December 6th, 1996 • Rational Software Corp • Services-prepackaged software • Delaware
ISSUER TO STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., TRUSTEE __________________ INDENTURERational Software Corp • May 1st, 2000 • Services-prepackaged software • New York
EXHIBIT 10.18 RATIONAL SOFTWARE CORPORATION ----------------------------- RELOCATION AGREEMENT -------------------- This Relocation Agreement (the "Agreement") is entered into effective as of April 12, 2001 (the "Effective Date"), by and between...Relocation Agreement • June 18th, 2001 • Rational Software Corp • Services-prepackaged software
BY AND AMONGAgreement and Plan of Reorganization • December 13th, 2000 • Rational Software Corp • Services-prepackaged software • Delaware
EXHIBIT 10.02 ------------- EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT, dated as of the _____ day of _____________, 1996, by and between Rational Software Corp., a Delaware corporation ("Rational"), SQA, Inc., a Delaware...Employment Agreement • January 17th, 1997 • Rational Software Corp • Services-prepackaged software • Massachusetts
EXHIBIT 2.1 ------------------------------------------------------------------- ------------- ----------------------------------------------------------------- --------------- AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG RATIONAL SOFTWARE...Agreement and Plan of Reorganization • December 6th, 1996 • Rational Software Corp • Services-prepackaged software • Delaware
EXHIBIT 10Relocation Bonus Agreement • November 14th, 1997 • Rational Software Corp • Services-prepackaged software
AGREEMENT FOR PURCHASE AND SALE OF ASSETSAgreement for Purchase and Sale • October 16th, 1996 • Rational Software Corp • Services-prepackaged software • Washington
DEVCLICK.COM, INC. RESTRICTED STOCK PURCHASE AGREEMENT THIS RESTRICTED STOCK PURCHASE AGREEMENT is made as of October 8, 1999 (the "Effective Date") by and between DevClick.com, Inc., a Delaware corporation (the "Company"), and Michael T. Devlin (the...Restricted Stock Purchase Agreement • January 24th, 2000 • Rational Software Corp • Services-prepackaged software
THIS RESTRICTED STOCK PURCHASE AGREEMENT is made as of October 8, 1999 (the "Effective Date") by and between DevClick.com, Inc., a Delaware corporation (the "Company"), and Michael T. Devlin (the "Purchaser"). WHEREAS the Purchaser is an employee or director of the Company and his continued participation is considered by the Company to be important for the Company's continued growth; and WHEREAS in order to give the Purchaser an opportunity to acquire an equity interest in the Company as an incentive for the Purchaser to participate in the affairs of the Company, the Company is willing to sell to the Purchaser and the Purchaser desires to purchase 10,000,000 shares of Common Stock according to the terms and conditions hereof. THEREFORE, the parties agree as follows: 1. Sale of Stock. The Company hereby agrees to sell to the Purchaser and the Purchaser hereby agrees to purchase an aggregate of 10,000,000 shares of the Company's Common Stock (the "Shares"), at the price of $.001 per shar
CataPULSE INC. STAND-ALONE STOCK OPTION AGREEMENT I. NOTICE OF STOCK OPTION GRANT Paul D. Levy Address: You have been granted a Nonstatutory Stock Option to purchase shares (the "Shares") of Common Stock of the Company, subject to the terms and...Stand-Alone • January 24th, 2000 • Rational Software Corp • Services-prepackaged software • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2001 • Rational Software Corp • Services-prepackaged software • Delaware
This Registration Rights Agreement (this "Agreement") is made and entered into as of March 27, 2001, by and among Rational Software Corporation, a Delaware corporation ("Parent") and the undersigned shareholders (the "Company Shareholders") of Attol Testware, a French societe anonyme (the "Company"), pursuant to that certain Share Purchase Agreement (the "Purchase Agreement") dated as of March 27, 2001, by and among Parent, Rational Software S.A.R.L., a French limited liability company ("Rational France"), and the shareholders of the Company.
DEVCLICK.COM, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT October 18, 1999Preferred Stock Purchase Agreement • January 24th, 2000 • Rational Software Corp • Services-prepackaged software • California
RATIONAL SOFTWARE CORPORATION RELOCATION BONUS AGREEMENTRelocation Bonus Agreement • January 30th, 2001 • Rational Software Corp • Services-prepackaged software
This Relocation Bonus Agreement (the "Agreement") is entered into effective as of October 5, 2000 (the "Effective Date"), by and between Rational Software Corporation, a Delaware corporation (the "Company"), and Kevin J. Haar (the " Employee").
IBM/Rational ConfidentialDevelopment and Reseller Agreement • December 9th, 2002 • Rational Software Corp • Services-prepackaged software • New York
This is a Development and Reseller Agreement (this “Agreement”) between Rational Software Corporation (“Rational”) and International Business Machines Corporation (“IBM”) dated December 6, 2002. The effective date of this Agreement shall be the date on which a merger agreement is executed by Rational and IBM (“Effective Date”). The complete Agreement between the parties consists of this document and the following Attachments and Exhibits:
AGREEMENT AND PLAN OF MERGER Among INTERNATIONAL BUSINESS MACHINES CORPORATION, BARRON ACQUISITION CORP. and RATIONAL SOFTWARE CORPORATION Dated as of December 6, 2002Agreement and Plan of Merger • December 9th, 2002 • Rational Software Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER dated as of December 6, 2002 (this “Agreement”), by and among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (“Parent”), BARRON ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and RATIONAL SOFTWARE CORPORATION, a Delaware corporation (the “Company”).
For immediate releaseRational Software Corp • December 9th, 2002 • Services-prepackaged software
Armonk, N.Y., and Cupertino, Calif., December 6, 2002 — IBM (NYSE:IBM) and Rational Software Corp. (NASDAQ:RATL) today announced the two companies have entered into a definitive agreement for IBM to acquire the equity of Rational at a price of approximately $2.1 billion in cash or $10.50 per share.
Exhibit 10.1 AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT THIS AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT ("Amendment") is made and entered into this 28th day of October, 1998 (the "Amendment Effective Date"), by and between Microsoft...Development and License Agreement • February 16th, 1999 • Rational Software Corp • Services-prepackaged software
RATIONAL SOFTWARE CORPORATION RESTRICTED STOCK AGREEMENT RECITALSRestricted Stock Agreement • August 1st, 2002 • Rational Software Corp • Services-prepackaged software • Connecticut
CATAPULSE INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT December 16, 1999 TABLE OF CONTENTS Page 1. Certain Definitions 2 2. Restrictions on Transferability 4 3. Restrictive Legend 4 4. Notice of Proposed Transfers 5 5. Registration 6 5.1...Investor Rights Agreement • January 24th, 2000 • Rational Software Corp • Services-prepackaged software • California
