EXHIBIT 4.1 RIGHTS AGREEMENTRights Agreement • October 25th, 2001 • Metasolv Inc • Services-computer programming services • New York
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as of --------- December 27, 2000, and effective as of January 1, 2001, pursuant to Section 251 of the Delaware General Corporation Law (the "DGCL") is made and entered into ---- by...Agreement and Plan of Reorganization • March 29th, 2001 • Metasolv Software Inc • Services-computer programming services • Delaware
EXHIBIT 10.2 SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 13th, 2001 • Metasolv Inc • Services-computer programming services • Quebec
RECITALSIndemnification Agreement • September 10th, 1999 • Metasolv Software Inc • Delaware
ARTICLE 1Exchange Agreement • August 13th, 2001 • Metasolv Inc • Services-computer programming services
EXHIBIT 10.1 CONSENT TO ASSIGNMENT OF LEASE ------------------------------ THIS AGREEMENT made as of the 1st day of February, 2002 BETWEEN: ARCHITEL SYSTEMS CORPORATION, ---------------------------- (the "Tenant")Agreement • May 15th, 2002 • Metasolv Inc • Services-computer programming services
EXHIBIT 1.1 _____________ Shares METASOLV SOFTWARE, INC. Common Stock, $0.01 par value UNDERWRITING AGREEMENT November ___, 1999Underwriting Agreement • September 10th, 1999 • Metasolv Software Inc • New York
Exhibit 10.2 THIS CONSENT TO SUBLEASE AGREEMENT is made as of June 4, 2002 A M O N G: MITEL RESEARCH PARK CORPORATION (the "Landlord")Sublease Agreement • August 9th, 2002 • Metasolv Inc • Services-computer programming services
S U B L E A S EMetasolv Inc • August 9th, 2002 • Services-computer programming services • Ontario
AMENDMENT NO. 3 TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2002 • Metasolv Inc • Services-computer programming services • Delaware
RECITALSEmployment Agreement • April 1st, 2002 • Metasolv Inc • Services-computer programming services • Texas
EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2001 • Metasolv Inc • Services-computer programming services • Delaware
as Vendor andAsset Purchase Agreement • February 15th, 2002 • Metasolv Inc • Services-computer programming services • Ontario
RECITALSEmployment Agreement • March 27th, 2003 • Metasolv Inc • Services-computer programming services • Texas
RECITALSAgreement and Plan of Reorganization • January 2nd, 2001 • Metasolv Software Inc • Services-computer programming services • Delaware
AMENDMENT TO THE SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 4th, 2002 • Metasolv Inc • Services-computer programming services
RECITALSIndemnification Agreement • November 15th, 2002 • Metasolv Inc • Services-computer programming services • Delaware
EXHIBIT 10.6 COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • October 19th, 1999 • Metasolv Software Inc • Services-computer programming services
RECITALSEmployment Agreement • March 27th, 2003 • Metasolv Inc • Services-computer programming services • Texas
Exhibit 10.5 MUTUAL RELEASE This Mutual Release ("Agreement") is made and entered into by and between Michael J. Watters, on behalf of himself and his heirs, executors and administrators or agents thereof (hereinafter referred to as the "Executive")...Mutual Release • October 22nd, 1999 • Metasolv Software Inc • Services-computer programming services
Exhibit 10.3 THIS INDEMNITY AGREEMENT is made this 4/th/ day of June, 2002. TO: ZARLINK SEMICONDUCTOR INC. (the "Sublandlord"). RECITALS: A. The Sublandlord and MetaSolv Software Canada Inc. (the "Subtenant") entered into a Sublease Agreement dated...Indemnity Agreement • August 9th, 2002 • Metasolv Inc • Services-computer programming services • Ontario
AGREEMENT AND PLAN OF MERGER dated as of October 23, 2006 among METASOLV, INC. ORACLE SYSTEMS CORPORATION and MARINE ACQUISITION CORPORATIONAgreement and Plan of Merger • October 24th, 2006 • Metasolv Inc • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 23, 2006 among MetaSolv, Inc., a Delaware corporation (the “Company”), Oracle Systems Corporation, a Delaware corporation (“Parent”), and Marine Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
RECITALSEmployment Agreement • April 1st, 2002 • Metasolv Inc • Services-computer programming services • Texas
RECITALSEmployment Agreement • March 27th, 2003 • Metasolv Inc • Services-computer programming services • Texas
EXHIBIT 10.8 Confidiential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been...Master Software License and Services Agreement • October 22nd, 1999 • Metasolv Software Inc • Services-computer programming services
EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2006 • Metasolv Inc • Services-computer programming services • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of February 13, 2006, by and between MetaSolv Software, Inc., a Delaware corporation (the “Employer”), and Phillip C. Thrasher (the “Executive”).
RECITALSEmployment Agreement • March 27th, 2003 • Metasolv Inc • Services-computer programming services • Texas
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2006 • Metasolv Inc • Services-computer programming services • Texas
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into by and between MetaSolv Software, Inc., a Delaware corporation (the “Employer”), and Michael J. Cullen (the “Executive”), effective as of October 22, 2006.
Re: Post Closing Employee Payment and Retention AgreementMetasolv Inc • October 24th, 2006 • Services-computer programming services
This Retention Agreement shall be effective as of the closing of the Merger (the “Closing”). If the Merger Agreement is terminated, this Retention Agreement shall be null and void and have no force or effect, and the parties to this Retention Agreement shall have no liability to each other whatsoever under this Retention Agreement. The terms and provisions of this Retention Agreement shall supersede and replace in all respects Paragraphs 2, 4, 7, 8(A), (B) and (C) of that certain Employment Agreement dated as of February 13, 2006 by and between you and the Company (as amended, the “Employment Agreement”). After the Closing, the Employment Agreement, as modified by this Retention Agreement, and your Indemnification Agreement with the Company shall continue in full force and effect. All capitalized terms used but not defined in this Retention Agreement shall have the meanings assigned to them in the Employment Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2006 • Metasolv Inc • Services-computer programming services • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of DATE, by and between MetaSolv Software, Inc., a Delaware corporation (the “Employer”), and Jonathan K. Hustis (the “Executive”).
FORM OF METASOLV, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • September 10th, 2004 • Metasolv Inc • Services-computer programming services • Texas
THIS AGREEMENT is made this (the “Grant Date”) between MetaSolv, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), [ non-employee member of the Company’s Board of Directors (a “Director”)] or [an employee of the Company].
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2006 • Metasolv Inc • Services-computer programming services • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into by and between MetaSolv Software, Inc., a Delaware corporation (the “Employer”), and T. Curtis Holmes, Jr. (the “Executive”), effective as of October 22, 2006.
Re: Post Closing Employee Payment and Retention AgreementMerger Agreement • October 24th, 2006 • Metasolv Inc • Services-computer programming services
This Retention Agreement shall be effective as of the closing of the Merger (the “Closing”). If the Merger Agreement is terminated, this Retention Agreement shall be null and void and have no force or effect, and the parties to this Retention Agreement shall have no liability to each other whatsoever under this Retention Agreement. The terms and provisions of this Retention Agreement shall supersede and replace in all respects Paragraphs 2, 4, 5, and 7(C) and (D) of that certain Employment Agreement dated as of December __, 2004, by and between you and the Company (the “Employment Agreement”) and otherwise amends the Employment Agreement as set forth herein. After the Closing, the Employment Agreement, as modified by this Retention Agreement, and your Indemnification Agreement with the Company shall continue in full force and effect. All capitalized terms used but not defined in this Retention Agreement shall have the meanings assigned to them in the Employment Agreement. Acquirer here
EXHIBIT 10.2 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is dated as of the 1st day of February, 2002 B E T W E E N: FIRST REAL PROPERTIES LIMITED, ------------------------------ ("Landlord')Indemnity Agreement • May 15th, 2002 • Metasolv Inc • Services-computer programming services
FORM OF PERFORMANCE AWARD GRANT AGREEMENTPerformance Award Grant Agreement • February 7th, 2006 • Metasolv Inc • Services-computer programming services • Texas
This Agreement sets forth the terms of the agreement between you and the Company with respect to the Performance Award. By accepting this Agreement, you agree to be bound by all of the terms hereof.
