0000950130-02-006995 Sample Contracts

TENDER AND VOTING AGREEMENT

Tender and Voting Agreement • October 10th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware

• Contract Type
  Tender and Voting Agreement
• Filed
  October 10th, 2002
• Company
  Borland Software Corp
• Industry
  Services-prepackaged software
• Jurisdiction
  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 10th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  October 10th, 2002
• Company
  Borland Software Corp
• Industry
  Services-prepackaged software
• Jurisdiction
  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.