Borland Software Corp Sample Contracts

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Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT -----------------------------
Registration Rights Agreement • July 14th, 1997 • Borland International Inc /De/ • Services-prepackaged software • New York
LEASE
Lease • March 29th, 2001 • Borland Software Corp • Services-prepackaged software • California
ADDENDUM TO
Employment Agreement • June 30th, 1997 • Borland International Inc /De/ • Services-prepackaged software • California
ARTICLE II REPRESENTATIONS AND WARRANTIES
Preferred Stock Purchase Agreement • July 6th, 1999 • Inprise Corp • Services-prepackaged software • Delaware
RECITALS
Indemnity Agreement • April 4th, 2000 • Inprise Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 26th, 1997 • Borland International Inc /De/ • Services-prepackaged software • Delaware
RECITALS
Agreement of Purchase and Sale and Joint Escrow Instructions • March 2nd, 2000 • Inprise Corp • Services-prepackaged software
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 2012
Indenture • February 8th, 2007 • Borland Software Corp • Services-prepackaged software • New York

INDENTURE, 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 Agreement
Borland Software Corp • February 8th, 2007 • Services-prepackaged software • New York

Borland 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.

RECITALS
Investor Rights Agreement • July 6th, 1999 • Inprise Corp • Services-prepackaged software • Delaware
EXHIBIT 2 VOTING AGREEMENT
Exhibit 2 Voting Agreement • November 26th, 1997 • Borland International Inc /De/ • Services-prepackaged software • Delaware
VOTING AGREEMENT BY AND AMONG BORLAND SOFTWARE CORPORATION AND THE PERSONS LISTED ON SCHEDULE I HERETO Dated as of February 7, 2006
Voting Agreement • February 17th, 2006 • Borland Software Corp • Services-prepackaged software • Delaware

This 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”).

RECITALS
Change in Control Agreement • March 29th, 2001 • Borland Software Corp • Services-prepackaged software • California
Addendum To Employment Offer Letter For Severance Benefits
Borland Software Corp • January 8th, 2007 • Services-prepackaged software • California

The 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.

TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware

This 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”).

AGREEMENT AND PLAN OF MERGER among: BORLAND SOFTWARE CORPORATION, a Delaware corporation; GALAXY ACQUISITION CORP., a Delaware corporation; and STARBASE CORPORATION, a Delaware corporation
Agreement and Plan of Merger • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware

THIS 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.

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STARBASE CORPORATION LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware

THIS 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 AGREEMENT
Intellectual Property Security Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware

THIS 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 Lessee
Office Lease • March 28th, 2003 • Borland Software Corp • Services-prepackaged software • California

For 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 AGREEMENT
Stock Option Agreement • March 25th, 2005 • Borland Software Corp • Services-prepackaged software

The 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 AGREEMENT
Business Development Mutual Nondisclosure Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • California

This 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”).

ADDENDUM TO STOCK OPTION AGREEMENT
Stock Option Agreement • March 25th, 2005 • Borland Software Corp • Services-prepackaged software

The 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 LICENSE
Trademark License • August 13th, 2001 • Borland Software Corp • Services-prepackaged software • California

This 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 AGREEMENT
Stock Incentive Plan • November 9th, 2004 • Borland Software Corp • Services-prepackaged software

The 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, 2002
Exclusivity Letter Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • California

Borland 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”).

RECITALS
Agreement of Purchase and Sale and Joint Escrow Instructions • March 2nd, 2000 • Inprise Corp • Services-prepackaged software • California
STOCKHOLDER LOCK-UP AGREEMENT
Stockholder Lock-Up Agreement • March 28th, 2003 • Borland Software Corp • Services-prepackaged software • Delaware

THIS STOCKHOLDER LOCK-UP AGREEMENT (“Agreement”) is entered into as of January 14, 2003, by and between BORLAND SOFTWARE CORPORATION, a Delaware corporation (“Parent”), and DIETRICH CHARISIUS (“Stockholder”).

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