WITNESSETH:Stockholders Agreement • December 23rd, 1998 • Neon Systems Inc • Texas
amongSecurity Agreement • June 28th, 2002 • Neon Systems Inc • Services-prepackaged software • Texas
SERVICE AGREEMENT ENTERED INTO AS OF DECEMBER 18, 1998 AND EFFECTIVE AS OF MARCH 31, 1998 BY AND BETWEEN NEON SYSTEMS, INC ANDService Agreement • February 10th, 1999 • Neon Systems Inc • Services-prepackaged software • Texas
Shares NEON SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 1999 • Neon Systems Inc • Services-prepackaged software • New York
EXHIBIT 10.9 SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT NEON Systems, Inc., a Delaware corporation (the "Company"), and JMI Equity Fund, L.P., a Delaware limited partnership (the "Investor"), hereby agree as set forth below. All...Note Purchase Agreement • December 23rd, 1998 • Neon Systems Inc • Delaware
LEASE AGREEMENT By and BetweenLease Agreement • December 23rd, 1998 • Neon Systems Inc • Texas
Exhibit 10.35 FORM OF AMENDED AND RESTATED ---------------------------- GUARANTY AGREEMENT ------------------ 1. Guaranty. Each of the undersigned (hereinafter individually and -------- collectively referred to as "Guarantor"), for value received, the...Neon Systems Inc • June 28th, 2002 • Services-prepackaged software • Texas
AGREEMENT FOR LEASENeon Systems Inc • December 23rd, 1998
UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 1999 • Neon Systems Inc • Services-prepackaged software • New York
ARTICLE I SERVICES TO BE PROVIDED BY NEONServices Agreement • August 14th, 2002 • Neon Systems Inc • Services-prepackaged software • Texas
DISTRIBUTOR AGREEMENTDistributor Agreement • March 1st, 1999 • Neon Systems Inc • Services-prepackaged software • Texas
EXHIBIT 10.14 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this "Agreement") dated as of ________________, 19___, is between Neon Systems, Inc., a Delaware corporation (the "Company"), and the undersigned director of the Company (the...Indemnification Agreement • December 23rd, 1998 • Neon Systems Inc • Delaware
WITNESSETH:Registration Rights Agreement • December 23rd, 1998 • Neon Systems Inc • Texas
AMENDMENT TO CONVERTIBLE DEBT DOCUMENTATION AND EXERCISE OF CONVERSION RIGHTNeon Systems Inc • December 23rd, 1998 • Delaware
EXHIBIT 10.23 STOCKHOLDERS AGREEMENT This Stockholders Agreement (this "AGREEMENT") is made and entered into as of June 1, 1998 by and between Neon Systems, Inc., a Delaware corporation (the "Company") and Wayne E. Webb, Jr. ("Webb"). Webb is also...Stockholders Agreement • December 23rd, 1998 • Neon Systems Inc • Texas
WITNESSETH:Asset Purchase Agreement • June 28th, 2002 • Neon Systems Inc • Services-prepackaged software • Texas
1 Exhibit 10.25 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 21st day of December, 2000, by and between Stephen E. Odom (hereinafter "Executive") and NEON Systems, Inc. ("Neon" or "Employer"). 1....Employment Agreement • June 29th, 2001 • Neon Systems Inc • Services-prepackaged software • Texas
WITNESSETH:Stock Restriction Agreement • December 23rd, 1998 • Neon Systems Inc • Texas
Exhibit 10.8 SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT NEON Systems, Inc., a Delaware corporation (the "Company") and JMI Equity Fund, L.P., a Delaware limited partnership (the "Investor") hereby agree as set forth below. All capitalized...Convertible Promissory Note Purchase Agreement • December 23rd, 1998 • Neon Systems Inc • Delaware
1 Exhibit 10.26 FOURTH AMENDMENT OF OFFICE BUILDING LEASE AGREEMENT WHEREAS, TURNER ADREAC L.C., and NEON SYSTEMS, INC. ("Tenant") entered into a certain Lease Agreement dated October 23, 1997 ("the Lease Agreement"); and WHEREAS, TA/Sugar Creek...Office Building Lease Agreement • June 29th, 2001 • Neon Systems Inc • Services-prepackaged software
Exhibit 10.4 SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated as of August 1, 2002 (the "Effective Date"), made by PEREGRINE/BRIDGE TRANSFER CORPORATION, a Delaware corporation, organizational taxpayer identification number 74-2766592, ("Assignor"),...Security Agreement • August 14th, 2002 • Neon Systems Inc • Services-prepackaged software • Texas
AGREEMENT AND PLAN OF MERGER BY AND AMONG PROGRESS SOFTWARE CORPORATION, NOBLE ACQUISITION CORP. AND NEON SYSTEMS, INC.Agreement and Plan of Merger • December 20th, 2005 • Neon Systems Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 19, 2005, by and among Progress Software Corporation, a Massachusetts corporation (“Parent”), Noble Acquisition Corp., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”), and NEON Systems, Inc., a Delaware corporation (the “Company”).
VOTING AND TENDER AGREEMENTVoting and Tender Agreement • December 20th, 2005 • Neon Systems Inc • Services-prepackaged software • Delaware
This VOTING AND TENDER AGREEMENT (this “Agreement”), is made and entered into as of December 19, 2005, by and among Progress Software Corporation, a Massachusetts corporation (“Parent”), Noble Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (“Stockholder”) of NEON Systems, Inc., a Delaware corporation (the “Company”).
AGREEMENTAgreement • December 23rd, 1998 • Neon Systems Inc
JOINT FILING AGREEMENTJoint Filing Agreement • December 29th, 2005 • Neon Systems Inc • Services-prepackaged software
The undersigned, being duly authorized thereunto, hereby execute this agreement for inclusion as an exhibit to a Schedule 13D with respect to the common stock, par value $0.01 per share, of NEON Systems, Inc. to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file such Schedule 13D, and any amendments or supplements thereto, jointly on behalf of each such party.
Voting and Tender AgreementVoting and Tender Agreement • December 22nd, 2005 • Neon Systems Inc • Services-prepackaged software • Delaware
This Voting and Tender Agreement (this “Agreement”), is made and entered into as of December 19, 2005, by and among Progress Software Corporation, a Massachusetts corporation (“Parent”), Noble Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (“Stockholder”) of NEON Systems, Inc., a Delaware corporation (the “Company”).
Exhibit 10.7 [LOGO] NEON Systems, Inc. LICENSE AND DISTRIBUTION AGREEMENT This License and Distribution Agreement ("Agreement") is made effective as of the 1st day of August, 2002 (the "Effective Date") between NEON Systems, Inc., a Delaware...License and Distribution Agreement • August 14th, 2002 • Neon Systems Inc • Services-prepackaged software • Texas
Exhibit 10.9 ASSIGNMENT AGREEMENT In consideration of the execution and delivery of the Promissory Notes to NEON Systems, Inc., a Delaware corporation ("Assignor"), by Peregrine/Bridge Transfer Corporation, a Delaware corporation ("Assignee"),...Assignment Agreement • August 14th, 2002 • Neon Systems Inc • Services-prepackaged software • Texas
ASSET PURCHASE AGREEMENT dated as of December 13, 2004 by and among NEON SYSTEMS, INC., CLIENTSOFT, INC. and U.S. BANK NATIONAL ASSOCIATIONAsset Purchase Agreement • December 16th, 2004 • Neon Systems Inc • Services-prepackaged software • Delaware
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of December 13, 2004, by and between NEON Systems, Inc., a Delaware corporation (the "Buyer"), ClientSoft, Inc., a Delaware corporation (the "Seller"), and, as to ARTICLE XI only, U.S. Bank National Association, as the Escrow Agent (the "Escrow Agent"). The Seller, Buyer and the Escrow Agent are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2006 • Neon Systems Inc • Services-prepackaged software • Delaware
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the “Amendment”) is entered into as of January 4, 2006, by and among NEON Systems, Inc., a Delaware corporation, (the “Company”) and CSFT Holdings, Inc. (f/k/a ClientSoft, Inc.) (“CSFT”). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Registration Rights Agreement, dated as of December 13, 2004 (the “Agreement”), by and among the Company and CSFT.
Exhibit 99.2 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the "Agreement") is made and entered into as of the 5th day of March 2003 by and between Louis R. Woodhill ("Executive") and Neon Systems Inc., a Delaware corporation having an office at...Separation Agreement • March 7th, 2003 • Neon Systems Inc • Services-prepackaged software • Texas
Exhibit 10.33 $5,500,000.00 Houston, Texas June 26, 2002 SCALABLE SOFTWARE, INC., a Delaware corporation (hereinafter called "Maker") jointly and severally, For Value Received, promises and agrees to pay as herein provided, unto the order of NEON...Neon Systems Inc • June 28th, 2002 • Services-prepackaged software
FORM OF AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2005 • Neon Systems Inc • Services-prepackaged software
THIS AMENDMENT NO. 1 (hereinafter the “Amendment”) TO THE EMPLOYMENT AGREEMENT between [Executive Name — See Appendix 1] (hereinafter “Employee”) and NEON Systems, Inc. (hereinafter “Employer”) dated January 1, 2004 (the “Original Agreement”), is made and entered into effective as of August 11, 2005, by and between Employee and Employer.
Exhibit 10.22 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of June 1, 1998 by and between Neon Systems, Inc., a Delaware corporation (the "COMPANY"), and Wayne B.. Webb, Jr. ("WEBB") . RECITALS:...Stock Purchase Agreement • December 23rd, 1998 • Neon Systems Inc • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • February 1st, 2006 • Neon Systems Inc • Services-prepackaged software
The undersigned, being duly authorized thereunto, hereby execute this agreement for inclusion as an exhibit to a Schedule 13D/A with respect to the common stock, par value $0.01 per share, of NEON Systems, Inc. to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file such Schedule 13D/A, and any further amendments or supplements to Schedule 13D, jointly on behalf of each such party.
