85,000,000 ___% Convertible Subordinated Notes due 2001Platinum Technology Inc • November 1st, 1996 • Services-prepackaged software • New York
EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER Dated as of March 29, 1999Agreement and Plan of Merger • April 5th, 1999 • Platinum Technology International Inc • Services-prepackaged software • Delaware
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER Dated as of March 29, 1999Agreement and Plan of Merger • April 5th, 1999 • Platinum Technology International Inc • Services-prepackaged software • Delaware
PLATINUM technology, inc. AMENDED AND RESTATED EMPLOYMENT AGREEMENT --------------------Employment Agreement • March 16th, 1998 • Platinum Technology Inc • Services-prepackaged software • Illinois
MEMCO SOFTWARE LTD. 1997 STOCK OPTION AND INCENTIVE PLAN (III) STOCK OPTION AGREEMENT Exhibit 4.9Stock Option Agreement • March 31st, 1999 • Platinum Technology International Inc • Services-prepackaged software
CREDIT AGREEMENT This Agreement, dated as of December 22, 1997, is among PLATINUM technology, inc., the Lenders signatory hereto and American National Bank and Trust Company of Chicago, as Agent. The parties hereto agree as follows: ARTICLE I...Assignment Agreement • March 16th, 1998 • Platinum Technology Inc • Services-prepackaged software • Illinois
ISSUER, ANDPlatinum Technology Inc • March 16th, 1998 • Services-prepackaged software • New York
Exhibit 4.15 IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT...Platinum Technology Inc • June 19th, 1998 • Services-prepackaged software • California
W I T N E S S E T HRights Agreement • April 5th, 1999 • Platinum Technology International Inc • Services-prepackaged software
EXHIBIT 10.2 AMENDMENT NO. FIVE TO PLATINUM TECHNOLOGY, INC. OFFICE LEASE THIS AMENDMENT NO. FIVE ("Amendment No. Five"), to that certain Oakbrook Terrace Corporate Center, Phase III ("Building") Office Lease dated May 6, 1992 ("Base Lease"), as...Platinum Technology Inc • August 14th, 1997 • Services-prepackaged software
ARTICLE I STOCK OPTIONAgreement • April 5th, 1999 • Platinum Technology International Inc • Services-prepackaged software • New York
Type of Stock Option: Incentive: Nonqualified:Platinum Technology Inc • January 29th, 1998 • Services-prepackaged software
FINAL PLATINUM technology, inc. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 1998 • Platinum Technology Inc • Services-prepackaged software • New York
RECITALS -------- A. Borrower and Lender previously entered into that certain Loan Agreement dated December 31, 1995 (the "AGREEMENT") pursuant to which Lender established a Twenty-Five Million Dollar ($25,000,000) revolving credit facility for...Loan Agreement • March 31st, 1997 • Platinum Technology Inc • Services-prepackaged software • Illinois
Exhibit 10.6 PLATINUM technology, inc. AMENDED AND RESTATED EMPLOYMENT AGREEMENT -------------------- This Amended and Restated Agreement ("Agreement"), is made and entered into as of the 1st day of January, 1996 (the "Effective Date"), by and between...Employment Agreement • March 16th, 1998 • Platinum Technology Inc • Services-prepackaged software • Illinois
LEASE WITH PLATINUM TECHNOLOGY, INC ------------------------------------------- ------------------------------------- TENANTPlatinum Technology Inc • March 31st, 1997 • Services-prepackaged software
Exhibit 4.16 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE...Stock Option Agreement • June 19th, 1998 • Platinum Technology Inc • Services-prepackaged software • California
EXHIBIT 10.32 SECOND AMENDMENT AGREEMENT -------------------------- THIS SECOND AMENDMENT AGREEMENT (the "Amendment") is made as of the 24th day of May, 1996, by and between Lisle Property Venture, Inc., a Delaware corporation ("LANDLORD") and...Second Amendment Agreement • March 31st, 1997 • Platinum Technology Inc • Services-prepackaged software
EXHIBIT 1 $85,000,000Underwriting Agreement • November 6th, 1996 • Platinum Technology Inc • Services-prepackaged software • New York
EXHIBIT 10.31 FIRST AMENDMENT AGREEMENT ------------------------- THIS FIRST AMENDMENT AGREEMENT (the "Amendment") is made as of the 23rd day of May, 1996, by and between LISLE PROPERTY VENTURE, INC., a Delaware corporation ("LANDLORD") and PLATINUM...First Amendment Agreement • March 31st, 1997 • Platinum Technology Inc • Services-prepackaged software
OPTION AGREEMENT ----------------Option Agreement • March 31st, 1999 • Platinum Technology International Inc • Services-prepackaged software
EXHIBIT 4.7 PLATINUM technology, inc. Deferred Compensation Plan Plan Agreement =============================================================================== = THIS PLAN AGREEMENT (this "Agreement") is entered into as of August 17,1998 between...Plan Agreement • August 14th, 1998 • Platinum Technology Inc • Services-prepackaged software • Illinois
FORM OF MASTERING, INC. NON-QUALIFIED STOCK OPTION AGREEMENTQualified Stock Option Agreement • June 19th, 1998 • Platinum Technology Inc • Services-prepackaged software • Delaware
ISSUER, ANDPlatinum Technology Inc • March 16th, 1998 • Services-prepackaged software • New York
EXHIBIT 4 CONSULTING AND NON-COMPETE AGREEMENT, dated as of March 29, 1999 (the "AGREEMENT"), by and between PLATINUM TECHNOLOGY International, INC., a Delaware corporation (the "COMPANY"), and Michael P. Cullinane (the "CONSULTANT")....Consulting and Non-Compete Agreement • April 5th, 1999 • Platinum Technology International Inc • Services-prepackaged software • New York
EXHIBIT 10.4 STOCK OPTION AGREEMENT ---------------------- THIS STOCK OPTION AGREEMENT (the "Agreement"), dated as of ________, 199_ (the "Grant Date"), is entered into between PLATINUM technology, inc., a ________ corporation (the "Company"), and...Stock Option Agreement • August 14th, 1998 • Platinum Technology Inc • Services-prepackaged software
STOCK OPTION AGREEMENT ---------------------- THIS STOCK OPTION AGREEMENT (this "Agreement"), dated as of _________ 199__, by and between VREAM, Inc., an Illinois corporation (the "Company"), and the individual named as the Holder on the signature...Stock Option Agreement • January 31st, 1997 • Platinum Technology Inc • Services-prepackaged software • Illinois
WITNESSETH ----------Severance Pay Agreement • April 1st, 1999 • Platinum Technology International Inc • Services-prepackaged software • Delaware
AGREEMENT BetweenAgreement • August 19th, 1998 • Platinum Technology Inc • Services-prepackaged software • Delaware
RECITALSStockholder Agreement • April 10th, 1998 • Platinum Technology Inc • Services-prepackaged software • Delaware
EXHIBIT 4.5 MASTERING, INC. 1998 NON-QUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES This 1998 Non-Qualified Stock Option Agreement (this "Agreement") is entered into as of June __, 1998, effective as of __________, 1998 (the "Grant Date"). Pursuant to...Qualified Stock Option Agreement for Employees • June 19th, 1998 • Platinum Technology Inc • Services-prepackaged software • Illinois
EXHIBIT 10.3 AMENDMENT NO. SIX TO PLATINUM TECHNOLOGY, INC. OFFICE LEASE THIS AMENDMENT NO. SIX ("Amendment No. Six"), to that certain Oakbrook Terrace Corporate Center, Phase III ("Building") Office lease dated May 6, 1992 ("Base Lease"), as...Platinum Technology Inc • August 14th, 1997 • Services-prepackaged software
February 1, 1999 PLATINUM technology International, inc. 1815 S. Meyers Road Oakbrook Terrace, Illinois 60181 Attention: Board of Directors Ladies and Gentlemen: You have requested we render this opinion concerning certain matters of Israeli tax law...Platinum Technology International Inc • February 2nd, 1999 • Services-prepackaged software
FORM OF NONCOMPETITION/NONSOLICITATION AGREEMENT ----------------------------------------Nonsolicitation Agreement • February 2nd, 1999 • Platinum Technology International Inc • Services-prepackaged software • Delaware
Exhibit 10.51 AMENDED AND RESTATED CREDIT AGREEMENT This Amended and Restated Credit Agreement, dated as of December 21, 1998, is among PLATINUM technology, inc., the Lenders signatory hereto and American National Bank and Trust Company of Chicago, as...Assignment Agreement • April 1st, 1999 • Platinum Technology International Inc • Services-prepackaged software • Illinois
