Portal Software Inc Sample Contracts

To [---------------------------] as Trustee INDENTURE
Portal Software Inc • March 27th, 2002 • Services-computer programming services • New York
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EXHIBIT 10.3 LOAN AND SECURITY AGREEMENT (Blanket Lien) Agreement No. 18001 Dated as of July 24, 1997 by and between
Loan and Security Agreement • February 26th, 1999 • Portal Software Inc • California
BAYGATE, INC.
Stock Option Agreement • June 1st, 2001 • Portal Software Inc • Services-computer programming services • California
Exhibit 4.1 RIGHTS AGREEMENT by and between PORTAL SOFTWARE, INC.
Rights Agreement • August 20th, 2002 • Portal Software Inc • Services-computer programming services • Delaware
OFFICE LEASE between
Office Lease • February 26th, 1999 • Portal Software Inc
LEASE TST TORRE, L.L.C., a Delaware limited liability company, Landlord and PORTAL SOFTWARE, INC., a Delaware corporation, Tenant for
Lease • April 28th, 2000 • Portal Software Inc • Services-computer programming services • California
PORTAL SOFTWARE, INC. EXHIBIT 10.11 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 14th, 1999 • Portal Software Inc • Services-computer programming services • California
EXHIBIT 99.7 ADDENDUM TO STOCK ISSUANCE AGREEMENT
Stock Issuance Agreement • May 6th, 1999 • Portal Software Inc • Services-computer programming services
LEASE
Lease • August 30th, 1999 • Portal Software Inc • Services-computer programming services • California
AND
Transition Agreement • March 25th, 2002 • Portal Software Inc • Services-computer programming services • California
Agreement
Agreement • November 13th, 2000 • Portal Software Inc • Services-computer programming services
ADDENDUM TO STOCK OPTION AGREEMENT
Stock Option Agreement • May 6th, 1999 • Portal Software Inc • Services-computer programming services
AGREEMENT AND PLAN OF MERGER by and among ORACLE SYSTEMS CORPORATION POTTER ACQUISITION CORPORATION and PORTAL SOFTWARE, INC. Dated as of April 11, 2006
Agreement and Plan of Merger • April 17th, 2006 • Portal Software Inc • Services-computer programming services • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 11, 2006 by and among Oracle Systems Corporation, a Delaware corporation (“Parent”), Potter Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Portal Software, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.

AND
Investment Agreement • November 13th, 2000 • Portal Software Inc • Services-computer programming services
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Re: Post Closing Employee Payment and Retention Agreement
Portal Software Inc • April 26th, 2006 • Services-computer programming services

As you may know, Potter Acquisition Corporation, a subsidiary of Oracle Systems Corporation, and Portal Software, Inc. (“Portal”) are contemplating entering into an Agreement and Plan of Merger, as amended, restated or supplemented from time to time (the “Merger Agreement”), pursuant to which, upon the satisfaction or waiver of the closing conditions described in the Merger Agreement, Potter Acquisition Corporation will merge with and into Portal, and Portal will become an indirect, wholly-owned subsidiary of Oracle Systems Corporation (the “Merger”). Oracle Systems Corporation and its subsidiaries and affiliates (collectively referred to herein as “Oracle”) view your contribution to the integration of these combined companies’ operations as extremely important. Your agreement to continue providing services to the combined companies will be of significant value to our integration effort. Under this agreement (this “Retention Agreement”), subject to and contingent upon the consummation

PORTAL SOFTWARE, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 24th, 2005 • Portal Software Inc • Services-computer programming services • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this «Day» day of «MoYear» by and between Portal Software, Inc., a Delaware corporation (the “Company”), and «Name» (“Indemnitee”).

Exhibit (d)(4) Form of New Stock Option Agreement pursuant to the Portal Software, Inc. 2000 Supplemental Stock Option Plan
Supplemental Stock Option Plan • July 9th, 2001 • Portal Software Inc • Services-computer programming services • California
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER by and among ORACLE SYSTEMS CORPORATION, POTTER ACQUISITION CORPORATION And PORTAL SOFTWARE, INC. Dated as of June 13, 2006
Agreement and Plan of Merger • June 13th, 2006 • Portal Software Inc • Services-computer programming services • Delaware

This AMENDMENT NO. 1 (this “Amendment”) dated as of June 13, 2006 by and among Oracle Systems Corporation, a Delaware corporation (“Parent”), Potter Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Portal Software, Inc., a Delaware corporation (the “Company”), amends certain provisions of the Agreement and Plan of Merger dated as of April 11, 2006 by and among Parent, Merger Sub and the Company (the “Merger Agreement”). Any capitalized term that is used but not otherwise defined in this Amendment shall have the meaning given to that term in the Merger Agreement.

SEVERANCE AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Severance Agreement • December 16th, 2002 • Portal Software Inc • Services-computer programming services • California
PORTAL SOFTWARE, INC. 22,641,509 Shares of Common Stock, $0.001 par value per share PLACEMENT AGENCY AGREEMENT
Escrow Agreement • September 12th, 2003 • Portal Software Inc • Services-computer programming services • New York

These instructions may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Separation Agreement • April 14th, 2004 • Portal Software Inc • Services-computer programming services • California
EMPLOYMENT AGREEMENT
Employment Agreement • February 9th, 2005 • Portal Software Inc • Services-computer programming services • California

EMPLOYMENT AGREEMENT made as of the day of February 2005 by and between Portal Software, Inc,. a Delaware corporation (the “Corporation”), and David S. Labuda (the “Executive”).

FIRST AMENDMENT TO LEASE TERMINATION AGREEMENT
Lease Termination Agreement • June 9th, 2006 • Portal Software Inc • Services-computer programming services • California

THIS FIRST AMENDMENT TO LEASE TERMINATION AGREEMENT (the “Amendment”) is made as of March 22, 2006, between SYMANTEC CORPORATION, a Delaware corporation (“Symantec”) and PORTAL SOFTWARE, INC., a Delaware corporation (“Tenant”).

PORTAL SOFTWARE, INC. HOWARD A. BAIN III SEVERANCE AGREEMENT AND RELEASE
Portal Software • November 9th, 2004 • Portal Software Inc • Services-computer programming services • California

This Severance Agreement and Release (“Agreement”) is made by and between Portal Software, Inc. (the “Company”), and Howard A. Bain III (“Executive”).

Exhibit 10.16 Form of Registrant's Software License Agreement SOFTWARE LICENSE AGREEMENT
Software License Agreement • March 25th, 2002 • Portal Software Inc • Services-computer programming services • California
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