Bluestone Software Inc – LICENCE AGREEMENT (November 14th, 2000)EXHIBIT 10.3 LICENCE AGREEMENT Agreement Date: February 7, 2000 1a. Operator - Registered Address: Regus (UK) LTD - Trafalgar Division 1 Northumberland Avenue Trafalger Square London WC2N 5BW 1b. Operator - Location Regus Marble Arch Tower 55 Bryanston Street Marble Arch London W1H 8AA Bank Details: National Westminister Bank 2a. User - Registered Address Company Name: Bluestone Software Inc. Contact/Title: Mr. Steven Bale Address: 300 Stevens Drive Philadelphia, PA 3. User's Suite Room No.(s): 509 & 603 or such other room within the accommodation as allocated by the Operator in substitution from time to time Deposit Receipt L6113.00 In respect of the agreed accommodation on behalf of Regus UK Ltd. Standard Facility Fee L1702.00 per calendar month
Bluestone Software Inc – LICENCE AGREEMENT FOR THE SUPPLY OF OFFICE FACILITIES (November 14th, 2000)EXHIBIT 10.4 LICENCE AGREEMENT FOR THE SUPPLY OF OFFICE FACILITIES PARTICULARS DATE "THE LICENSOR" citibase plc whose registered office is at: Mount Manor House 16 The Mount Guildford Surrey GU2 5HS whose company registration number is: 2767719 "THE LICENSEE" Arjuna Solutions Ltd. whose registered address is: Scottish Provident House 31 Mosley Street Newcastle upon Tyne NE1 1HX whose company registration number is: 3657462 "THE SURIETY" Mr. Steve Caughey whose address is:
Bluestone Software Inc – 2000 EMPLOYEE STOCK PURCHASE PLAN (September 11th, 2000)Exhibit 4 2000 EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE. The Bluestone Software, Inc. 2000 Employee Stock Purchase Plan (the "Plan") is broadly based and intended to encourage and facilitate the purchase of Shares of the Common Stock of Bluestone Software, Inc. (the "Company"), by employees of the Company and any Participating Companies, thereby providing employees with a personal stake in the Company and a long range inducement to remain in the employ of the Company and Participating Companies. It is the intention of the Company that the Plan qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Code. 2. DEFINITIONS. (a) "ACCOUNT" means a bookkeeping account established by the Committee on behalf of a Participant to hold Payroll Deductions. (b) "APPROVED LEAVE OF ABSENCE" means a leave of absence that has been approved by the appli
Bluestone Software Inc – FOURTH LOAN MODIFICATION AGREEMENT (February 1st, 2000)EXHIBIT 10.42 FOURTH LOAN MODIFICATION AGREEMENT This Fourth Loan Modification Agreement is entered into as of December 1, 1999 by and between BLUESTONE SOFTWARE, INC., a Delaware corporation with its principal place of business at 1000 Briggs Road, Mount Laurel, New Jersey 08054-4101 ("Borrower") and SILICON VALLEY BANK, a California-chartered bank ("Bank"), with its principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 5 Radnor Corporate Center, Suite 555, 100 Matsonford Road, Radnor, Pennsylvania 19087. 1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of December 8, 1997, evidenced by, among other documents, a certain Loan and Security Agreement dated as of December 8, 1997 between Borrower
Bluestone Software Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (February 1st, 2000)Exhibit 3.1 BLUESTONE SOFTWARE, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SEPTEMBER 29, 1999 BLUESTONE SOFTWARE, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Bluestone Software, Inc., a Delaware corporation (the "Corporation"), does hereby certify that: FIRST: The present name of the Corporation is "Bluestone Software, Inc.," which is the name under which the Corporation was originally incorporated. The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was March 13, 1997. SECOND: This Amended and Restated Certificate of Incorporation (this "Certificate") amends and restates in its entirety the present Third Amend
Bluestone Software Inc – UNDERWRITING AGREEMENT (February 1st, 2000)3,500,000 Shares BLUESTONE SOFTWARE, INC. Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENT ____________, 2000 Deutsche Bank Securities Inc. As Representative of the Several Underwriters c/o Deutsche Bank Securities Inc. One South Street Baltimore, MD 21202 Ladies and Gentlemen: Bluestone Software, Inc. a Delaware corporation (the "COMPANY"), and certain shareholders of the Company (the "SELLING SHAREHOLDERS") propose to sell to the several underwriters (the "UNDERWRITERS") named in Schedule I hereto for whom you are acting as representative (the "REPRESENTATIVE") an aggregate of 3,500,000 shares of the Company's Common Stock, $0.001 par value (the "FIRM SHARES"), of which 1,750,000 shares will be sold by the Company and 1,750,000 shares w
Bluestone Software Inc – LEASE (February 1st, 2000)Exhibit 10.40 LEASE FROM: CALI AIRPORT REALTY ASSOCIATES, L.P. LESSOR TO: BLUESTONE SOFTWARE, INC. LESSEE BUILDING: AIRPORT BUSINESS CENTER 300 STEVENS DRIVE LESTER, PENNSYLVANIA TABLE OF CONTENTS 1. DESCRIPTION 3 2. TERM 3 3. BASIC RENT 4 4. USE AND OCCUPANCY
Bluestone Software Inc – UNDERWRITING AGREEMENT (September 23rd, 1999)4,600,000 Shares Bluestone Software, Inc. Common Stock ($.001 Par Value) UNDERWRITING AGREEMENT _________ __, 1999 Deutsche Bank Securities Inc. As Representative of the Several Underwriters c/o Deutsche Bank Securities Inc. One South Street Baltimore, MD 21202 Gentlemen: Bluestone Software, Inc. a Delaware corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named in SCHEDULE I hereto for whom you are acting as Representative (the "Representative") an aggregate of 4,000,000 shares of the Company's Common Stock, $.001 par value (the "Firm Shares"). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in SCHEDULE I hereto. Certain sh
Bluestone Software Inc – CERTIFICATE OF INCORPORATION (September 7th, 1999)Exhibit 3.6 CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BLUESTONE SOFTWARE, INC. Bluestone Software, Inc. (the "Corporation"), a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify: FIRST: That the Board of Directors of the Corporation, by written consent filed with the minutes of proceedings of the Board, duly adopted a resolution declaring advisable the amendment of the Third Amended and Restated Certificate of Incorporation of the Corporation (the "Certificate of Incorporation") and submitted the same to the stockholders of the Corporation for approval. The resolution s
Bluestone Software Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (September 7th, 1999)Exhibit 3.3 BLUESTONE SOFTWARE, INC. FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ________________, 1999 BLUESTONE SOFTWARE, INC. FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Bluestone Software, Inc., a Delaware corporation (the "Corporation"), does hereby certify that: FIRST: The present name of the Corporation is "Bluestone Software, Inc.," which is the name under which the Corporation was originally incorporated. The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was March 13, 1997. SECOND: This Amended and Restated Certificate of
Bluestone Software Inc – UNDERWRITING AGREEMENT (September 7th, 1999)Exhibit 1.1 4,600,000 Shares Bluestone Software, Inc. Common Stock ($.001 Par Value) UNDERWRITING AGREEMENT , 1999 ------------ Deutsche Bank Securities Inc. SoundView Technology Group, Inc. C.E. Unterberg, Towbin Legg Mason Wood Walker, Inc. As Representatives of the Several Underwriters c/o Deutsche Bank Securities Inc. One South Street Baltimore, MD 21202 Gentlemen: Bluestone Software, Inc. a Delaware corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom you are acting as representatives (the "Representatives") an aggregate o
Bluestone Software Inc – SUBLEASE AGREEMENT (August 20th, 1999)Exhibit 10.18 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT ("Sublease"), effective as of April 30, 1997, is made by and between BLUESTONE SOFTWARE, INC., a Delaware corporation ("Sublandlord"), and BLUESTONE CONSULTING, INC., a Delaware corporation ("Subtenant"). BACKGROUND A. Briggs Properties Partnership ("Prime Landlord"), as lessor, and Sublandlord, as lessee, entered into a Lease dated September 27, 1993, as amended by a First Addendum to Lease dated December 1, 1993, a Second Addendum to Lease dated December 15, 1994, a Third Addendum to Lease dated June 1, 1995, and a Fourth Addendum to Lease dated May 16, 1996 (collectively, "Prime Lease"). Pursuant to the Prime Lease, Prime Landlord leased to Sublandlord approximately 34,746 square feet of space ("Demised Premises") in the building located at 1000 Briggs Road, Mt. Laurel,
Bluestone Software Inc – DIRECTORS' COMPENSATION PLAN (August 20th, 1999)Exhibit 10.2 BLUESTONE SOFTWARE, INC. DIRECTORS' COMPENSATION PLAN BLUESTONE SOFTWARE, INC. DIRECTORS' COMPENSATION PLAN Section 1. PURPOSES. The purposes of the Plan are (a) to recognize the contributions made to Bluestone Software, Inc. (the "Company") by Non-Employee Directors, (b) to provide such persons with additional incentive to devote themselves to the future success of the Company, and (c) to improve the ability of the Company to attract, retain and motivate individuals who may serve as members of the Board by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company through the receipt of rights to acquire the Company's Common Stock. The Options granted pursuant to the Plan are intended to constitute non-qualified stock options. Section 2. DEFINITIONS.
Bluestone Software Inc – WARRANT TO PURCHASE 481,434 SHARES OF COMMON STOCK (August 20th, 1999)THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FOR NONPUBLIC OFFERINGS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, THESE SECURITIES MAY NOT BE RESOLD OR OTHERWISE DISPOSED OF UNLESS, IN THE OPINION OF COUNSEL FOR OR SATISFACTORY TO THE ISSUER, REGISTRATION UNDER THE APPLICABLE FEDERAL OR STATE SECURITIES LAWS IS NOT REQUIRED OR COMPLIANCE IS MADE WITH SUCH REGISTRATION REQUIREMENTS. Void after 5:00 pm New York City Time, April 26, 2004 WARRANT TO PURCHASE 481,434 SHARES OF COMMON STOCK OF BLUESTONE SOFTWARE, INC. This is to certify that, FOR VALUE RECEIVED, BT ALEX. BROWN INCORPORATED or its registered assigns pursuant to Section (d) hereof ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from Bluestone Software, Inc. a Delaware corporation (the
Bluestone Software Inc – LESSOR LEASE NUMBER (August 20th, 1999)Exhibit 10.19 -------------------------------------------------------------------------------- LESSOR LEASE NUMBER KING COMMERCIAL CORP. 10820 Sunset Office Dr., Suite 208 307360001 St. Louis, MO 63127 TEL (314) 965-9800 , FAX (314) 965-4321 -------------------------------------------------------------------------------- FULL LEGAL NAME AND ADDRESS OF LESSEE SUPPLIER OF EQUIPMENT (COMPLETE ADDRESS) Bluestone Software, Inc. Clarify, Inc. 1000 Briggs Road 2125 O'Nel Drive Mount Laurel, NJ 08054 San Jose, CA 95131 JOINTLY AND SEVERALLY RESPONSIBLE -------------------------------------------------------------------------------- QUANTITY DESCRIPTION, MODEL#, CATALOG #, SERIAL # OR
Bluestone Software Inc – STOCK OPTION PLAN (August 20th, 1999)Exhibit 10.1 BLUESTONE SOFTWARE, INC. 1996 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN AS AMENDED AND RESTATED EFFECTIVE AUGUST 20, 1999 TABLE OF CONTENTS Page ---- Section 1. Name and Purposes................................................................................... 1 Section 2. Definitions......................................................................................... 1 Section 3. Administration.............................
Bluestone Software Inc – SAPPHIRE/WEB VAR AGREEMENT - NORTH AMERICA (August 20th, 1999)SAPPHIRE/WEB VAR AGREEMENT - NORTH AMERICA Subject to the terms and conditions of this Agreement and the terms annexed hereto, Bluestone Software, Inc. ("Bluestone") appoints Reseller as a non-exclusive Reseller of the Bluestone product listed below, in the Territory designated below. Reseller hereby accepts such appointment, subject to such terms. TERM: This Agreement shall commence on January 1, 1998 and shall terminate on December 31, 1998. CONTRACT TYPE New Agreement Renewal X ------- ------- PROGRAM LEVEL Opal Diamond X ------- ------- PRODUCT: Sapphire/Web TERRITORY: United States and Canada DISCOUNTS: BENEFITS: REQUIREMENTS: 1. RESELLER OBLIGATIONS Reseller shall use its best efforts to sell Products in the Territory. Reseller shall not, whether directly or indirectly, solicit sales outside
Bluestone Software Inc – CERTIFICATE OF INCORPORATION (August 20th, 1999)Exhibit 3.5 CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BLUESTONE SOFTWARE, INC. Bluestone Software, Inc. (the "Corporation"), a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify: FIRST: That the Board of Directors of the Corporation, by written consent filed with the minutes of proceedings of the board, duly adopted a resolution declaring advisable the amendment of the Third Amended and Restated Certificate of Incorporation of the Corporation (the "Certificate of Incorporation") and submitted the same to the stockholders of the Corporation for approval. The resolution s
Bluestone Software Inc – STOCK REPURCHASE AGREEMENT (August 20th, 1999)Exhibit 10.38 STOCK REPURCHASE AGREEMENT THIS AGREEMENT is made on the 18th day of April, 1997 by and between Bluestone Software, Inc., a Delaware corporation (the "Company"), and Mel Baiada (the "Stockholder"). BACKGROUND WHEREAS, the Stockholder is the holder of 9,000,000 shares (the "Base Shares") of common stock, $.001 par value per share, of the Company ("Common Stock"); WHEREAS, certain investors (the "Investors") and the Stockholder are acquiring an aggregate of approximately $5,250,000 worth of shares of Series A Convertible Preferred Stock, $.001 par value per share, of the Company ("Preferred Stock") pursuant to the terms of a Series A Preferred Stock Purchase Agreement dated the date hereof among the Company, the Investors and the Stockholder (the "Purchase Agreement"); and WHEREAS, it is a condition to the obli
Bluestone Software Inc – EXECUTIVE EMPLOYMENT AGREEMENT (July 2nd, 1999)Exhibit 10.4 BLUESTONE SOFTWARE, INC. EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT is made on this 18th day of April, 1997 by and between Mel Baiada, a resident of 124 Pheasant Fields Lane, Moorestown, New Jersey 08057 (the "Employee"), and BLUESTONE SOFTWARE, INC., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and successor by merger to Bluestone Consulting Inc., a New Jersey corporation. WHEREAS, the Company is engaged in the business of designing, developing, supporting, marketing and selling Internet and intranet software development tools and related products and services (as may be expanded by the Company during the term of this Agreement, the "Business"); WHEREAS, the Employee currently owns all of the issued and outstanding capital stock of the Company and, afte
Bluestone Software Inc – REGISTRATION RIGHTS AGREEMENT (July 2nd, 1999)Exhibit 10.27 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is entered into as of November 24, 1997, by and between Silicon Valley Bank ("Purchaser") and Bluestone Software, Inc. (the "Company"). RECITALS A. Concurrently with the execution of this Agreement, the Purchaser is purchasing from the Company a warrant (the "Warrant") pursuant to which Purchaser has the right to acquire from the Company the Shares (as defined in the Warrant). B. By this Agreement, the Purchaser and the Company desire to set forth the registration rights of the Shares all as provided herein. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereto mutually agree as follows: 1. REGISTRATION RIGHTS. The Company covenants and agrees a
Bluestone Software Inc – PURCHASE AGREEMENT (July 2nd, 1999)Exhibit 10.31 BLUESTONE SOFTWARE, INC. CONVERTIBLE SUBORDINATED SECURED NOTE AND WARRANT PURCHASE AGREEMENT JANUARY 21, 1999 CONVERTIBLE SUBORDINATED SECURED NOTE AND WARRANT PURCHASE AGREEMENT THIS AGREEMENT is made as of the 21st day of January, 1999, by and between Bluestone Software, Inc., a Delaware corporation (the "Company"), and the investors listed on SCHEDULE A hereto, each of which is herein referred to as an "Investor." INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual agreements stated below, the parties agree as follows: 1. PURCHASE AND SALE OF CONVERTIBLE SUBORDINATED SECURED NOTES AND WARRANTS.
Bluestone Software Inc – STOCK PURCHASE AGREEMENT (July 2nd, 1999)Exhibit 10.29 BLUESTONE SOFTWARE, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT April 18, 1997 TABLE OF CONTENTS Page 1. Purchase and Sale of Stock......................................................................1 1.1 Sale and Issuance of Series A Preferred Stock..........................................1 1.2 Closing................................................................................1 2. Representations and Warranties of
Bluestone Software Inc – WARRANT TO PURCHASE COMMON STOCK (July 2nd, 1999)Exhibit 10.32 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER SAID ACT AND ALL OTHER APPLICABLE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. No. CS-__ Warrant to Purchase up to ________ Shares of Common Stock (subject to adjustment) Date: ___________, 1999 WARRANT TO PURCHASE COMMON STOCK OF BLUESTONE SOFTWARE, INC. (Void after __________, 2009) This
Bluestone Software Inc – SEVERANCE AGREEMENT (July 2nd, 1999)Exhibit 10.8 SEVERANCE AGREEMENT This Severance Agreement is a supplement to the offer of employment from Bluestone Software, Inc. (Employer) to Robert Bickel (Employee). Both Employer and Employee acknowledge that good and adequate consideration exists for this Severance Agreement. Employer and Employee agree that in the event that Employee's employment is terminated at any time by action of Employer for reasons other than just cause, Employee shall be entitled to: 1. Salary continuation for a minimum of twelve (12) months, from the date of such termination, plus one (1) additional month for each year of service, based upon the salary then in effect (excluding bonuses) on termination. 2. Twelve (12) months of continuation of health insurance benefits. 3. Accrued and unpaid vacation time. 4. Six (6) months of outplacement assistance not to exce
Bluestone Software Inc – EMPLOYEE CONFIDENTIALITY AGREEMENT (July 2nd, 1999)Exhibit 10.3 BLUESTONE SOFTWARE, INC. EMPLOYEE CONFIDENTIALITY AGREEMENT Recognizing that the success of Bluestone Software, Inc., a Delaware corporation (the "Company"), depends, in part, on the protection of trade secrets, innovations, formulae, software, algorithms and information held or utilized by the Company, and recognizing that during my employment I may have access or contribute to such matters, and in consideration of my employment by the Company and intending to be legally bound by this Agreement, I agree to the following: 1. During and after my employment, without the prior written consent of an officer of the Company, I will not disclose or use for my direct or indirect benefit or the direct or indirect benefit of a third party, and I will use my best efforts to maintain, the confidentiality of all confidential information that
Bluestone Software Inc – SECOND RESTATED INVESTORS' RIGHTS AGREEMENT (July 2nd, 1999)Exhibit 10.35 BLUESTONE SOFTWARE, INC. SECOND RESTATED INVESTORS' RIGHTS AGREEMENT MAY 25, 1999 TABLE OF CONTENTS 1. Registration Rights................................................... 1 1.1 Definitions.............................................. 1 1.2 Request for Registration................................. 2 1.3 Company Registration..................................... 4 1.4 Obligations of the Company............................... 5 1.5 Furnish Information...................................... 6 1.6 Expenses of Demand Registration.......................... 7 1.7 Expenses of Company Registration...
Bluestone Software Inc – SUBCONTRACT AGREEMENT (July 2nd, 1999)Exhibit 10.13 SUBCONTRACT AGREEMENT THIS AGREEMENT is made this 23rd day of April, 1998, between Bluestone Software, Inc., a Delaware corporation ("Software"), and Bluestone Consulting, Inc., a Delaware corporation ("Consulting"). W I T N E S S E T H: WHEREAS, Software is in the business of developing, selling, licensing and providing support services for its own software products (the "Sapphire Business") and selling, licensing and providing support services for software products of other companies (the "GUI Business"); and WHEREAS, Software is a party to certain support agreements pursuant to which Software is obligated to perform prepaid support services for software sold by Software in connection with the GUI Business (the "Support Agreements"); and WHEREAS, in consideration of the payments by Software to Consulting set for
Bluestone Software Inc – SECOND LOAN MODIFICATION AGREEMENT (July 2nd, 1999)Exhibit 10.22 SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement is entered into as of January 21, 1999, by and between BLUESTONE SOFTWARE, INC., a Delaware corporation with its principal place of business at 1000 Briggs Road, Mount Laurel, New Jersey 08054-4101 ("Borrower") and SILICON VALLEY BANK, a California-chartered bank ("Bank"), with its principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at Wellesley Office Park, 40 William Street, Suite 350, Wellesley, MA 02481, doing business under the name "Silicon Valley East". 1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of December 8, 1997, evidenced by, among other documents, a certain Loan and Security Agreement dated as
Bluestone Software Inc – STOCK PURCHASE AGREEMENT (July 2nd, 1999)Exhibit 10.30 BLUESTONE SOFTWARE, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT April 22, 1998 TABLE OF CONTENTS Page 1. Purchase and Sale of Stock........................................................................1 1.1 Sale and Issuance of Series B Preferred Stock..............................................1 1.2 Closing....................................................................................1 2. Representations and Warranties of the Company.....................................................2
Bluestone Software Inc – EXECUTIVE EMPLOYMENT AGREEMENT (July 2nd, 1999)Exhibit 10.5 FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 13th day of January, 1999 by and between Mel Baiada, a resident of 124 Pheasant Fields Lane, Moorestown, New Jersey 08057 (the "Employee"), and BLUESTONE SOFTWARE, INC., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and successor by merger to Bluestone Consulting Inc., a New Jersey corporation. BACKGROUND A. On April 18, 1997, Employee and the Company entered into an Executive Employment Agreement (the "Employment Agreement"); and B. The Company and Employee now desire to amend the Employment Agreement, subject to the terms and condition hereinafter set forth. NOW, THEREFORE, in consideration of the mutual
Bluestone Software Inc – PROMISSORY NOTE (July 2nd, 1999)Exhibit 10.17 THIS NOTE IS SUBORDINATED PURSUANT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT, DATED APRIL 17, 1997, BY AND AMONG PNC BANK, NATIONAL ASSOCIATION, BLUESTONE SOFTWARE, INC. AND BLUESTONE CONSULTING, INC. BLUESTONE SOFTWARE, INC. PROMISSORY NOTE $500,000 April 17, 1997 FOR VALUE RECEIVED, the undersigned, Bluestone Software, Inc., Inc., a Delaware corporation and successor by merger to Bluestone Consulting Inc., a New Jersey corporation, (the "Borrower"), HEREBY PROMISES TO PAY to the order of Bluestone Consulting, Inc., a Delaware corporation (the "Payee"), the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000) on December 31, 2005. Interest will accrue on the unpaid principal amount of this Promissory Note at the rate of ten percent (10%) per annum, in arr
Bluestone Software Inc – SEVERANCE AGREEMENT (July 2nd, 1999)Exhibit 10.10 SEVERANCE AGREEMENT This Severance Agreement is a supplement to the offer of employment from Bluestone Software, Inc. (Employer) to Enrico J. Ballezzi (Employee). Both Employer and Employee acknowledge that good and adequate consideration exists for this Severance Agreement. Employer and Employee agree that in the event that Employee's employment is terminated at any time by action of Employer for reasons other than just cause, Employee shall be entitled to: 1. Salary continuation for a minimum of twelve (12) months, from the date of such termination, plus one (1) additional month for each year of service, based upon the salary then in effect (excluding bonuses) on termination. 2. Twelve (12) months of continuation of health insurance benefits. 3. Accrued and unpaid vacation time. 4. Six (6) months of outplacement assistance not
Bluestone Software Inc – SEVERANCE AGREEMENT (July 2nd, 1999)Exhibit 10.9 SEVERANCE AGREEMENT This Severance Agreement is a supplement to the offer of employment from Bluestone Software, Inc. (Employer) to John Capobianco (Employee). Both Employer and Employee acknowledge that good and adequate consideration exists for this Severance Agreement. Employer and Employee agree that in the event that Employee's employment is terminated at any time by action of Employer for reasons other than just cause, Employee shall be entitled to: 1. Salary continuation for a minimum of twelve (12) months, from the date of such termination, plus one (1) additional month for each year of service, based upon the salary then in effect (excluding bonuses) on termination. 2. Twelve (12) months of continuation of health insurance benefits. 3. Accrued and unpaid vacation time. 4. Six (6) months of outplacement assistance not to exc
Bluestone Software Inc – INTERCOMPANY SERVICES AGREEMENT (July 2nd, 1999)Exhibit 10.14 INTERCOMPANY SERVICES AGREEMENT THIS INTERCOMPANY SERVICES AGREEMENT, is made on this 17th day of April, 1997 by and between Bluestone Software, Inc, a Delaware corporation (the "Products Company"), and Bluestone Consulting, Inc., a Delaware corporation (the "Services Company"). BACKGROUND WHEREAS, the Products Company and the Services Company have entered into a Contribution and Distribution Agreement dated April 17, 1997 (the "Contribution Agreement"), whereby the Products Company has agreed to transfer to the Services Company the Services Business (as defined in the Contribution Agreement) in exchange for the initial issuance of all of the common stock of the Services Company; and WHEREAS, the parties hereto desire to each provide certain services to the other party to facilitate an orderly transition for
