WITNESSETH: ----------Crossworlds Software Inc • August 13th, 2001 • Services-prepackaged software
TO --Loan and Security Agreement • April 11th, 2000 • Crossworlds Software Inc • Services-prepackaged software
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 7th, 2001 • Crossworlds Software Inc • Services-prepackaged software • Delaware
between BAY PARK PLAZA ASSOCIATES, L.P. as "Landlord" and CROSSROADS SOFTWARE, INC. as "Tenant"Lease • April 11th, 2000 • Crossworlds Software Inc • Services-prepackaged software • California
2. Consulting Arrangement. In consideration for the release of claims ---------------------- set forth below and other obligations under this Agreement, and subject to the terms of this Agreement, the Company agrees to retain Mr. Kent as a consultant...Indemnification Agreement • May 14th, 2001 • Crossworlds Software Inc • Services-prepackaged software • California
CROSSWORLDS SOFTWARE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2000 • Crossworlds Software Inc • Delaware
EXHIBIT 10.25 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the ____ day of ________ 2000, by and between CrossWorlds Software, Inc., a Delaware corporation (the "Company") and The Dow Chemical Company (the "Investor"). WHEREAS,...Stock Purchase Agreement • April 11th, 2000 • Crossworlds Software Inc • Services-prepackaged software • Delaware
EXHIBIT 10.18 LEASE AGREEMENTLease Agreement • March 23rd, 2001 • Crossworlds Software Inc • Services-prepackaged software
FIRST AMENDMENT --------------- TO -- LOAN AND SECURITY AGREEMENT ---------------------------Loan and Security Agreement • March 17th, 2000 • Crossworlds Software Inc • Services-prepackaged software
EXHIBIT 10.16 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT CROSSWORLDS SOFTWARE, INC. TABLE OF CONTENTSLoan and Security Agreement • November 7th, 2000 • Crossworlds Software Inc • Services-prepackaged software
2. Duties and Obligations. You are employed as [______________] of the ---------------------- Company, and as such report to the Company's [_______________]. Your job duties and responsibilities are described on Exhibit A attached hereto. You agree to...Letter Agreement • March 17th, 2000 • Crossworlds Software Inc • Services-prepackaged software
AGREEMENT ---------Loan and Security Agreement • April 11th, 2000 • Crossworlds Software Inc • Services-prepackaged software • California
June 25, 1999Crossworlds Software Inc • May 23rd, 2000 • Services-prepackaged software • California
EXHIBIT 10.8 EMPLOYMENT AGREEMENT This AGREEMENT is entered into as of October 5, 1999, by and between Alfred J. Amoroso (the "Executive") and CrossWorlds Software, Inc., a Delaware corporation (the "Company"). 1. Duties and Scope of Employment....Employment Agreement • March 17th, 2000 • Crossworlds Software Inc • Services-prepackaged software • California
Exhibit 10.42 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of September 25, 2001, by and between Crossworlds Software, Inc. (the "Borrower") and Silicon Valley Bank ("Bank"). 1. DESCRIPTION OF EXISTING INDEBTEDNESS:...Loan Modification Agreement • November 13th, 2001 • Crossworlds Software Inc • Services-prepackaged software
This Secured Loan Agreement (this "Agreement") is made as of April 26, 2000 --------- by and between CROSSWORLDS SOFTWARE, INC., a Delaware corporation (theSecurity Agreement • May 14th, 2001 • Crossworlds Software Inc • Services-prepackaged software • California
EXHIBIT 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Crossworlds Software Inc • March 17th, 2000 • Services-prepackaged software • California
EXHIBIT 4.6 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT...Warrant Agreement • May 5th, 2000 • Crossworlds Software Inc • Services-prepackaged software • Illinois
Exhibit 10.1 CROSSWORLDS SOFTWARE, INC. FIFTH RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 17th, 2000 • Crossworlds Software Inc • Services-prepackaged software • California
May 26, 2000Crossworlds Software Inc • June 1st, 2000 • Services-prepackaged software • California
WITNESSETHCrossworlds Software Inc • August 13th, 2001 • Services-prepackaged software
EXHIBIT 10.26 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the ____ day of ________ 2000, by and between CrossWorlds Software, Inc., a Delaware corporation (the "Company") and Delphi Automotive (the "Investor"). WHEREAS, the...Stock Purchase Agreement • April 11th, 2000 • Crossworlds Software Inc • Services-prepackaged software • Delaware
WITNESSETH:Fourth Amendment • August 13th, 2001 • Crossworlds Software Inc • Services-prepackaged software
May 27, 1999 Exhibit 10.33Crossworlds Software Inc • May 23rd, 2000 • Services-prepackaged software • California
CONFORMED COPY STOCKHOLDER AGREEMENT dated as of October 29, 2001 (this "Agreement"), between INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation ("Parent") and each of the individuals AND OTHER PARTIES listed on Schedule A attached...Conformed Copy • November 7th, 2001 • Crossworlds Software Inc • Services-prepackaged software • Delaware
EXHIBIT 1.1 CROSSWORLDS SOFTWARE, INC. 4,000,000 Shares/1/ Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • April 11th, 2000 • Crossworlds Software Inc • Services-prepackaged software • California
AGREEMENT ---------Secured Loan Agreement • April 11th, 2000 • Crossworlds Software Inc • Services-prepackaged software • California
LOAN AGREEMENT --------------Loan Agreement • May 14th, 2001 • Crossworlds Software Inc • Services-prepackaged software • California
Exhibit 10.13 IBM / OEM Software Agreement: AUS970272 Amendment No. 1 to MQSERIES Version 5 - Restricted Licenses Exhibit dated August 18, 2000 Thank you for doing business with IBM. This is an Amendment No. 1 to IBM/OEM Agreement No. AUS970272...Software Agreement • November 7th, 2000 • Crossworlds Software Inc • Services-prepackaged software
Exhibit 10.16 [CONFIDENTIAL TREATMENT REQUESTED] SOLUTION PARTNER AGREEMENT This Solution Partner Agreement ("Agreement") is dated as of the last date set forth below (the "Effective Date") by and between Cyclone Commerce, Inc., at 17767 North...Software License and Support Agreement • March 23rd, 2001 • Crossworlds Software Inc • Services-prepackaged software • California
EXHIBIT 10.9 EMPLOYMENT AGREEMENT This AGREEMENT is entered into as of 1-1-2000, by and between Arthur R. Matin (the "Executive") and CrossWorlds Software, Inc., a Delaware corporation (the "Company"). 1. Duties and Scope of Employment....Joint Escrow Instructions • April 11th, 2000 • Crossworlds Software Inc • Services-prepackaged software • California
Exhibit 10.14 CROSSWORLDS SOFTWARE SOFTWARE LICENSE AND SUPPORT AGREEMENT This SOFTWARE LICENSE AND SUPPORT AGREEMENT ("Agreement") is entered into as of 12/21/99 ("Effective Date") by Delphi Automotive Systems, LLC, a Delaware limited liability...Crossworlds Software Software License and Support Agreement • May 23rd, 2000 • Crossworlds Software Inc • Services-prepackaged software • Michigan
RECITALSCrossworlds Software Inc • August 13th, 2001 • Services-prepackaged software
EXHIBIT 10.29 To: Delphi Automotive Gentlemen: This letter confirms certain disclosures by CrossWorlds Software, Inc. (the "Company") to you under Section 2 of the Stock Purchase Agreement dated as of the above date. In particular, the Company's...Crossworlds Software Inc • April 11th, 2000 • Services-prepackaged software
March 26, 1999Crossworlds Software Inc • April 11th, 2000 • Services-prepackaged software
Notwithstanding any provision of that certain Fourth Restated Investors Rights Agreement (the "Investor Rights Agreement"), dated as of January 7, 1999 and as amended as of the date hereof, among CrossWorlds Software, Inc. (the "Company") and the other parties thereto, if the Company intends to effect its initial public offering ("IPO"), each of you ("Investor") shall have a right of first refusal to purchase in the IPO (excluding any over-allotment option) an amount of securities which the Company proposes to sell in the IPO equal to 100% of the amount sufficient to maintain such Investor's proportionate beneficial ownership interest in the Company (determined without reference to any over- allotment option) attributable only to the Series E Preferred Stock of the Company (or Common Stock issued upon conversion of the Series E Preferred Stock, or a combination thereof) held by such Investor ("Investor Series E Preferred Stock"), in accordance with the provisions of this letter, or suc
