AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 17th, 2008 • BladeLogic, Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of March 17, 2008, by and among BMC Software, Inc., a Delaware corporation (“Parent”), Bengal Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and BladeLogic, Inc., a corporation organized under the laws of the State of Delaware (“Seller”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 19th, 2007 • BladeLogic, Inc. • Services-prepackaged software • Delaware
This Agreement made and entered into this day of , (the "Agreement"), by and between BladeLogic, Inc., a Delaware corporation (the "Company," which term shall include, where appropriate, any Entity (as hereinafter defined) controlled, directly or indirectly, by the Company) and (the "Indemnitee"):
BLADELOGIC, INC. COMMON STOCK (PAR VALUE $.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • July 3rd, 2007 • BladeLogic, Inc. • Services-prepackaged software • New York
BLADELOGIC, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 5th, 2007 • Bladelogic Inc • California
This LOAN AND SECURITY AGREEMENT is entered into as of July 22, 2004, by and between COMERICA BANK (“Bank”) and BLADELOGIC, INC. (“Borrower”).
Incentive Stock Option Agreement under the Third Amended and Restated BladeLogic, Inc. 2001 Stock Option and Grant PlanBladeLogic, Inc. • June 19th, 2007 • Services-prepackaged software • Delaware
Pursuant to the Third Amended and Restated BladeLogic, Inc. 2001 Stock Option and Grant Plan (the "Plan"), BladeLogic, Inc., a Delaware corporation (together with all successors thereto, the "Company"), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an option (the "Stock Option") to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock of the Company, par value $0.001 per share ("Common Stock"), indicated above (the "Option Shares", and such shares once issued shall be referred to as the "Issued Shares"), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Agreement (this "Agreement") and in the Plan. This Stock Option is intended to qualify as an "incentive stock option" as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). To the
RESTRICTED STOCK AWARD AGREEMENT UNDER THE BLADELOGIC, INC. 2007 STOCK OPTION AND INCENTIVE PLANRestricted Stock Award Agreement • June 19th, 2007 • BladeLogic, Inc. • Services-prepackaged software
Pursuant to the BladeLogic, Inc. 2007 Stock Option and Incentive Plan (the "Plan") as amended through the date hereof, BladeLogic, Inc. (the "Company") hereby grants a Restricted Stock Award (an "Award") to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $.001 per share (the "Stock") of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.
CHANGE IN CONTROL AGREEMENTControl Agreement • July 20th, 2007 • BladeLogic, Inc. • Services-prepackaged software • Massachusetts
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2007 • Bladelogic Inc • Massachusetts
This AGREEMENT (the “Agreement”) is made as of September 6, 2001 (the “Effective Date”), by and between Netblades, Inc., a Delaware corporation with its headquarters located in Lexington, Massachusetts (the “Employer”), and Vijay Manwani (the “Executive”). In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:
BladeLogic, Inc. 10 Maguire Road, Building 3 Lexington, MA 02421 Re: Exclusivity Agreement Ladies and Gentlemen:BladeLogic, Inc. • March 21st, 2008 • Services-prepackaged software
This letter (the "Letter") sets forth the agreement between BMC Software, Inc. ("Acquiror") and BladeLogic, Inc. (the "Company"), which agreement relates to a possible business combination transaction between the Company and Acquiror (the "Proposed Transaction"). The Proposed Transaction is subject in all respects to, among other things, the preparation, execution and delivery of a definitive acquisition agreement and related documents (collectively, the "Acquisition Documents") in form and substance mutually agreeable to the parties. The parties hereto agree as follows:
BLADELOGIC, INC. Employee Stock Restriction AgreementBladeLogic, Inc. • June 19th, 2007 • Services-prepackaged software • Delaware
On the date hereof, BladeLogic, Inc., a Delaware corporation, (together with its successors, the "Company"), has issued to the individual named above, who is an officer, employee, director, consultant or other key person of the Company, the number of Shares (as defined below) specified above. In consideration of the Grantee's employment by the Company, the Grantee hereby agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company's agreement to employ him.
BLADELOGIC, INC. FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 5th, 2007 • Bladelogic Inc • Massachusetts
This Fourth Amended and Restated Stockholders’ Agreement (the “Agreement”) is made as of this 24th day of June, 2005 by and among BladeLogic, Inc., a Delaware corporation (the “Company”), Dev Ittycheria, Vijay Manwani, Steve Kokinos, Thomas Kraus and Vance Loiselle (the “Founders”), the investors listed on Exhibit A hereto (the “Series A Investors”), the investors listed on Exhibit C hereto (the “Series B Investors”), the investors listed on Exhibit D hereto (the “Series C Investors”), the investors listed on Exhibit E hereto (the “Series D Investors”, and together with the Series A Investors, Series B Investors and Series C Investors, the “Institutional Investors”), the Stockholders named on Exhibit B hereto and the other holders of capital stock of the Company who become party to this Agreement from time to time. Reference is made to (i) the Stockholders’ Agreement (the “Original Agreement”), dated as of September 6, 2001, by and among the Company and the stockholders named therein,
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT UNDER THE BLADELOGIC, INC. 2007 STOCK OPTION AND INCENTIVE PLANBladeLogic, Inc. • June 19th, 2007 • Services-prepackaged software
Pursuant to the BladeLogic, Inc. 2007 Stock Option and Incentive Plan (the "Plan") as amended through the date hereof, BladeLogic, Inc. (the "Company") has, effective as of the Grant Date, awarded the Grantee a Restricted Stock Award (the "Award"). The Grantee shall receive the number of shares of Common Stock, par value $0.001 per share (the "Stock"), of the Company specified above for his or her future service as a director of the Company, subject to the restrictions and conditions set forth herein and in the Plan.
BladeLogic, Inc. Series A Preferred Stock Redemption AgreementPreferred Stock Redemption Agreement • June 19th, 2007 • BladeLogic, Inc. • Services-prepackaged software • Delaware
THIS SERIES A PREFERRED STOCK REDEMPTION AGREEMENT (the "Redemption Agreement") is made this 12th day of June, 2007 by and among (i) BladeLogic, Inc., a Delaware corporation (the "Company") and (ii) the parties named as Investors in that certain Common Stock and Series A Preferred Stock Purchase Agreement dated as of September 6, 2001 (collectively, the "Investors"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Seventh Amended and Restated Certificate of Incorporation of the Company filed December 4, 2006 with the Secretary of State of the State of Delaware, as amended to date (the "Certificate of Incorporation").
BLADELOGIC LETTERHEAD]April 2007 Iso Agreement • October 22nd, 2007 • BladeLogic, Inc. • Services-prepackaged software • Massachusetts
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 5th, 2007 • Bladelogic Inc • California
This First Amendment to Loan and Security Agreement is entered into as of April 26, 2006 (this “Amendment”), by and between COMERICA BANK (“Bank”) and BLADELOGIC, INC., a Delaware corporation (“Borrower”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE BLADELOGIC, INC. 2007 STOCK OPTION AND INCENTIVE PLANIncentive Stock Option Agreement • June 19th, 2007 • BladeLogic, Inc. • Services-prepackaged software
Pursuant to the BladeLogic, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the "Plan"), BladeLogic, Inc. (the "Company") hereby grants to the Optionee named above an option (the "Stock Option") to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.001 per share (the "Stock") of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
STANDARD LEASE Lexington Corporate Center 10 Maguire Road Lexington, MassachusettsAnd Attornment Agreement • April 5th, 2007 • Bladelogic Inc • Massachusetts
THIS INSTRUMENT IS A LEASE, dated as of January 10, 2006 in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space located in that certain building known and numbered as Building 3, 10 Maguire Road, Lexington, Massachusetts. The parties to this instrument hereby agree with each other as follows:
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 19th, 2007 • BladeLogic, Inc. • Services-prepackaged software
This Second Amendment to Loan and Security Agreement is entered into as of June 15, 2007 (this "Amendment"), by and between COMERICA BANK ("Bank") and BLADELOGIC, INC., a Delaware corporation ("Borrower").
November 9, 2006 Melissa Cruz Acton, MA Dear Melissa:Bladelogic Inc • April 5th, 2007 • Massachusetts
This letter confirms your separation from employment with BladeLogic, Inc. (the “Company”). This letter also proposes an agreement between you and the Company.
FIRST AMENDMENTBladeLogic, Inc. • November 29th, 2007 • Services-prepackaged software
THIS FIRST AMENDMENT (the "Amendment") is made and entered into effective as of October 31, 2007 (the "Effective Date") by and between NORMANDY LEXINGTON ACQUISITION, LLC, a Delaware limited liability company ("Landlord") and BLADELOGIC, INC., a Delaware corporation ("Tenant").
Fourth Amended and Restated Registration Rights AgreementRegistration Rights Agreement • April 5th, 2007 • Bladelogic Inc • Massachusetts
This Fourth Amended and Restated Registration Rights Agreement (the “Agreement”) is made as of June 24, 2005 by and among BladeLogic, Inc., a Delaware corporation (the “Company”), Dev Ittycheria, Vijay Manwani, Steve Kokinos, Vance Loiselle and Thomas Kraus (the “Founders”), and the investors listed on Exhibit A hereto (the “Series A Investors”), the investors listed on Exhibit B hereto (the “Series B Investors”), the investors listed on Exhibit C hereto (the “Series C Investors”) and the investors listed on Exhibit D hereto (the “Series D Investors” and together with the Series A Investors Series B Investors, and Series C Investors the “Investors”). Reference is made to the Registration Rights Agreement (the “Original Agreement”), dated as of September 6, 2001, by and among the Company, the Founders and the Series A Investors, which Original Agreement was amended and restated in its entirety by an Amended and Restated Registration Rights Agreement, dated May 15, 2002, by and among the
QuickLinks -- Click here to rapidly navigate through this documentBladeLogic, Inc. • March 21st, 2008 • Services-prepackaged software
In connection with the consideration of a possible negotiated transaction among BMC Software, Inc. ("BMC") and BladeLogic, Inc. (the "Company"), each party has requested information concerning the other party that is confidential and proprietary. As a condition to being furnished such information, each party agrees to treat any information, whether written or oral, concerning the disclosing party or any of its subsidiaries, affiliates or divisions (whether prepared by the disclosing party, its advisors or otherwise) that is furnished to the recipient party by or on behalf of the disclosing party (herein collectively referred to as the "Evaluation Material") in accordance with the provisions of this letter agreement and to take or abstain from taking certain other actions herein set forth. The term "Evaluation Material" includes, without limitation, all notes, analyses, compilations, Excel spread sheets, data, reports, studies, interpretations or other documents furnished to you or your
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER BLADELOGIC, INC. 2007 STOCK OPTION AND INCENTIVE PLANQualified Stock Option Agreement • June 19th, 2007 • BladeLogic, Inc. • Services-prepackaged software
Pursuant to the BladeLogic, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the "Plan"), BladeLogic, Inc. (the "Company") hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the "Stock Option") to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.001 per share (the "Stock"), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE BLADELOGIC, INC. 2007 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement for Company Employees • June 19th, 2007 • BladeLogic, Inc. • Services-prepackaged software
Pursuant to the BladeLogic, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the "Plan"), BladeLogic, Inc. (the "Company") hereby grants to the Optionee named above an option (the "Stock Option") to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.001 per share (the "Stock") of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended.
BLADELOGIC, INC. Director Stock Restriction AgreementStock Restriction Agreement • June 19th, 2007 • BladeLogic, Inc. • Services-prepackaged software • Delaware
On the date hereof, BladeLogic, Inc., a Delaware corporation, (together with its successors, the "Company"), has issued to the individual named above, who is an officer, employee, director, consultant or other key person of the Company, the number of Shares (as defined below) specified above. In consideration of the Grantee's service as a director of the Company, the Grantee hereby agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of his service to the Company's.
