Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • July 14th, 1997 • Borland International Inc /De/ • Services-prepackaged software • New York
Contract Type FiledJuly 14th, 1997 Company Industry Jurisdiction
LEASELease • March 29th, 2001 • Borland Software Corp • Services-prepackaged software • California
Contract Type FiledMarch 29th, 2001 Company Industry Jurisdiction
EXHIBIT 8 AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT, dated as of June 28, 2000, to the Rights Agreement, dated as of December 20, 1991 (the "Agreement"), between Inprise Corporation, a Delaware corporation formerly known as Borland International,...Rights Agreement • June 29th, 2000 • Inprise Corp • Services-prepackaged software
Contract Type FiledJune 29th, 2000 Company Industry
ADDENDUM TOEmployment Agreement • June 30th, 1997 • Borland International Inc /De/ • Services-prepackaged software • California
Contract Type FiledJune 30th, 1997 Company Industry Jurisdiction
ARTICLE II REPRESENTATIONS AND WARRANTIESPreferred Stock Purchase Agreement • July 6th, 1999 • Inprise Corp • Services-prepackaged software • Delaware
Contract Type FiledJuly 6th, 1999 Company Industry Jurisdiction
RECITALSIndemnity Agreement • April 4th, 2000 • Inprise Corp • Services-prepackaged software • Delaware
Contract Type FiledApril 4th, 2000 Company Industry Jurisdiction
EXHIBIT 2 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of February 6, 2000, to the Rights Agreement, dated as of December 20, 1991 (the "Agreement"), between Inprise Corporation, a Delaware corporation formerly known as Borland International,...Rights Agreement • February 11th, 2000 • Inprise Corp • Services-prepackaged software
Contract Type FiledFebruary 11th, 2000 Company Industry
EXHIBIT 10.20 EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of January 1, 2001 (the "Effective Date"), by and between Borland Software Corporation, a Delaware corporation and formerly known as Inprise Corporation (the "Company"),...Employment Agreement • March 29th, 2001 • Borland Software Corp • Services-prepackaged software • California
Contract Type FiledMarch 29th, 2001 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 26th, 1997 • Borland International Inc /De/ • Services-prepackaged software • Delaware
Contract Type FiledNovember 26th, 1997 Company Industry Jurisdiction
RECITALSAgreement of Purchase and Sale and Joint Escrow Instructions • March 2nd, 2000 • Inprise Corp • Services-prepackaged software
Contract Type FiledMarch 2nd, 2000 Company Industry
BORLAND SOFTWARE CORPORATION as Issuer AND U.S. Bank National Association as Trustee Indenture Dated as of February 6, 2007 2.75% Convertible Senior Notes due 2012Indenture • February 8th, 2007 • Borland Software Corp • Services-prepackaged software • New York
Contract Type FiledFebruary 8th, 2007 Company Industry JurisdictionINDENTURE, dated as of February 6, 2007, between Borland Software Corporation, a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 20450 Stevens Creek Boulevard, Suite 800, Cupertino, California 95014 and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
Borland Software Corporation Registration Rights AgreementBorland Software Corp • February 8th, 2007 • Services-prepackaged software • New York
Company FiledFebruary 8th, 2007 Industry JurisdictionBorland Software Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities Inc. (the “Initial Purchaser”) $125,000,000 aggregate principal amount of its 2.75% Convertible Senior Notes Due 2012 (the “Firm Notes”) and, at the election of the Initial Purchasers, solely to cover overallotments, an additional $25,000,000 aggregate principal amount of the Company’s 2.75% Convertible Senior Notes Due 2012 (the “Additional Notes” and, together with the Firm Notes, the “Notes”), in each case upon the terms and subject to the conditions set forth in the Purchase Agreement.
RECITALSInvestor Rights Agreement • July 6th, 1999 • Inprise Corp • Services-prepackaged software • Delaware
Contract Type FiledJuly 6th, 1999 Company Industry Jurisdiction
EXHIBIT 2 VOTING AGREEMENTExhibit 2 Voting Agreement • November 26th, 1997 • Borland International Inc /De/ • Services-prepackaged software • Delaware
Contract Type FiledNovember 26th, 1997 Company Industry Jurisdiction
VOTING AGREEMENT BY AND AMONG BORLAND SOFTWARE CORPORATION AND THE PERSONS LISTED ON SCHEDULE I HERETO Dated as of February 7, 2006Voting Agreement • February 17th, 2006 • Borland Software Corp • Services-prepackaged software • Delaware
Contract Type FiledFebruary 17th, 2006 Company Industry JurisdictionThis VOTING AGREEMENT (this “Agreement”) is entered into as of February 7, 2006, by and among Borland Software Corporation, a Delaware corporation (“Parent”), and the persons listed on Schedule I hereto (each, together with any permitted assigns hereunder, a “Stockholder,” and, collectively, the “Stockholders”).
1 Exhibit 10.5 [Inprise Letterhead] May 16, 2000 Keith Gottfried [ADDRESS INTENTIONALLY OMITTED] RE: EMPLOYMENT AGREEMENT Dear Keith: On behalf of INPRISE Corporation ("INPRISE"), I am pleased to confirm our verbal offer of employment to you for the...Employment Agreement • August 11th, 2000 • Inprise Corp • Services-prepackaged software
Contract Type FiledAugust 11th, 2000 Company Industry
Addendum To Employment Offer Letter For Severance BenefitsBorland Software Corp • January 8th, 2007 • Services-prepackaged software • California
Company FiledJanuary 8th, 2007 Industry JurisdictionThe provisions of this Employment Offer Letter Addendum for Severance Benefits (the “Addendum”) are incorporated into, and are made a part of, that employment offer letter (the “Offer Letter”) by and between you, David Packer, and Borland Software Corporation (“Borland”). Capitalized terms used in this Addendum are either defined herein or in Appendix A.
EXHIBIT 10.21 AGREEMENT --------- This Agreement, dated as of October 28, 1999 (this "Agreement") is between Inprise Corporation, a Delaware corporation (the "Company"), and 54th Street Partners, LLC (the "Consultant"). Recitals A. Consultant is in...Inprise Corp • April 4th, 2000 • Services-prepackaged software • California
Company FiledApril 4th, 2000 Industry Jurisdiction
RECITALSChange in Control Agreement • March 29th, 2001 • Borland Software Corp • Services-prepackaged software • California
Contract Type FiledMarch 29th, 2001 Company Industry Jurisdiction
TENDER AND VOTING AGREEMENTTender and Voting Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware
Contract Type FiledOctober 11th, 2002 Company Industry JurisdictionThis Tender and Voting Agreement, dated as of October 8, 2002 (this “Agreement”), is made by and among BORLAND SOFTWARE CORPORATION, a Delaware corporation (“Parent”); GALAXY ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and each of the stockholders of STARBASE CORPORATION, a Delaware corporation (the “Company”) identified on the signature pages hereto (collectively, the “Stockholders” and, individually, a “Stockholder”).
BORLAND SOFTWARE CORPORATION STOCK ISSUANCE AGREEMENTStock Issuance Agreement • May 2nd, 2006 • Borland Software Corp • Services-prepackaged software • California
Contract Type FiledMay 2nd, 2006 Company Industry JurisdictionAGREEMENT made this 9th day of November, 2005 by and between Borland Software Corporation, a Delaware corporation, and Tod Nielsen, a Participant in the Corporation’s 2003 Supplemental Stock Option Plan.
AGREEMENT AND PLAN OF MERGER among: BORLAND SOFTWARE CORPORATION, a Delaware corporation; GALAXY ACQUISITION CORP., a Delaware corporation; and STARBASE CORPORATION, a Delaware corporationAgreement and Plan of Merger • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware
Contract Type FiledOctober 11th, 2002 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 8, 2002, by and among: BORLAND SOFTWARE CORPORATION, a Delaware corporation (“Parent”); GALAXY ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and STARBASE CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EXHIBIT 10.30 Amendment No. 1 to Real Estate Promissory Note This Amendment No. 1 to the Real Estate Promissory Note (this "Amendment") is made as of March 26, 2002, by and between Borland Software Corporation, formerly known as Inprise Corporation...Borland Software Corp • March 29th, 2002 • Services-prepackaged software • California
Company FiledMarch 29th, 2002 Industry Jurisdiction
STARBASE CORPORATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware
Contract Type FiledOctober 11th, 2002 Company Industry JurisdictionTHIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2002, by and between BORLAND SOFTWARE CORPORATION (“Lender”) and STARBASE CORPORATION (“Borrower”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware
Contract Type FiledOctober 11th, 2002 Company Industry JurisdictionTHIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2002, by and between STARBASE CORPORATION (“Grantor”) and BORLAND SOFTWARE CORPORATION (“Lender”).
CUPERTINO CITY CENTER NET OFFICE LEASE by and between CUPERTINO CITY CENTER BUILDINGS, a California limited partnership, as Lessor and BORLAND SOFTWARE CORPORATION, a Delaware corporation, as LesseeOffice Lease • March 28th, 2003 • Borland Software Corp • Services-prepackaged software • California
Contract Type FiledMarch 28th, 2003 Company Industry JurisdictionFor and in consideration of rentals, covenants, and conditions hereinafter set forth, Lessor hereby leases to Lessee, and Lessee hereby teases from Lessor, the herein described Premises for the term, at the rental rate specified herein and subject to and upon all of the terms, covenants and agreements set forth in this lease (“Lease”):
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • March 25th, 2005 • Borland Software Corp • Services-prepackaged software
Contract Type FiledMarch 25th, 2005 Company IndustryThe following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between Borland Software Corporation (the “Corporation”) and Kenneth R. Hahn (“Optionee”) evidencing the stock option (the “Option”) granted to Optionee under the terms of the Corporation’s 2002 Stock Incentive Plan, and such provisions are effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Option Agreement.
BUSINESS DEVELOPMENT MUTUAL NONDISCLOSURE AGREEMENTBusiness Development Mutual Nondisclosure Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • California
Contract Type FiledOctober 11th, 2002 Company Industry JurisdictionThis Nondisclosure Agreement (this “Agreement”) is dated and effective as of September 17, 2001 (the “Effective Date”), by and between Borland Software Corporation, a Delaware corporation, (“BORLAND”) and Starbase Corporation, a Delaware corporation (“Company”).
1 Exhibit 10.7 [Inprise Letterhead] 100 Enterprise Way Scotts Valley, CA 95066 June 5, 2000 Roger A. Barney [ADDRESS INTENTIONALLY OMITTED] RE: EMPLOYMENT AGREEMENT Dear Roger: On behalf of INPRISE Corporation ("INPRISE"), I am pleased to confirm our...Employment Agreement • August 11th, 2000 • Inprise Corp • Services-prepackaged software
Contract Type FiledAugust 11th, 2000 Company Industry
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • March 25th, 2005 • Borland Software Corp • Services-prepackaged software
Contract Type FiledMarch 25th, 2005 Company IndustryThe following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between Borland Software Corporation (the “Corporation”) and [ ] (“Optionee”) evidencing the stock option (the “Option”) granted to Optionee under the terms of the Corporation’s 2002 Stock Incentive Plan, and such provisions are effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Option Agreement.
TRADEMARK LICENSETrademark License • August 13th, 2001 • Borland Software Corp • Services-prepackaged software • California
Contract Type FiledAugust 13th, 2001 Company Industry JurisdictionThis Trademark License (the “License”) is entered into this 4th day of January, 2001 (the “Effective Date”) between Sun Microsystems, Inc., a Delaware corporation with its principal place of business at 901 San Antonio Road, Palo Alto, California 94303 (“Sun”) and Inprise Corporation, a Delaware corporation with a principal place of business at 100 Enterprise Way, Scotts Valley, California, 95066, (“Licensee”).
ADDENDUM TO STOCK OPTION AGREEMENTStock Incentive Plan • November 9th, 2004 • Borland Software Corp • Services-prepackaged software
Contract Type FiledNovember 9th, 2004 Company IndustryThe following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the "Option Agreement") by and between Borland Software Corporation (the "Corporation") and [_________] ("Optionee") evidencing the stock option (the "Option") granted to Optionee under the terms of the Corporation's 2002 Stock Incentive Plan, and such provisions are effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Option Agreement.
EXCLUSIVITY LETTER AGREEMENT September 15, 2002Exclusivity Letter Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • California
Contract Type FiledOctober 11th, 2002 Company Industry JurisdictionBorland Software Corporation, a Delaware corporation (“Borland”), and Starbase Corporation, a Delaware corporation (“Starbase”), have been engaged in discussions concerning a possible business combination or other similar transaction involving Borland and Starbase (the “Transaction”).
RECITALSAgreement of Purchase and Sale and Joint Escrow Instructions • March 2nd, 2000 • Inprise Corp • Services-prepackaged software • California
Contract Type FiledMarch 2nd, 2000 Company Industry Jurisdiction
EXHIBIT 3 TERMINATION AGREEMENT AND RELEASE This TERMINATION AGREEMENT AND RELEASE dated as of May 15, 2000 (this "Agreement") is made and entered into by and among Corel Corporation, a corporation continued under the laws of Canada ("Corel"),...Termination Agreement and Release • May 18th, 2000 • Inprise Corp • Services-prepackaged software • New York
Contract Type FiledMay 18th, 2000 Company Industry Jurisdiction