0001012870-00-002017 Sample Contracts

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Loan and Security Agreement • April 11th, 2000 • Crossworlds Software Inc • Services-prepackaged software
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between BAY PARK PLAZA ASSOCIATES, L.P. as "Landlord" and CROSSROADS SOFTWARE, INC. as "Tenant"
Lease • April 11th, 2000 • Crossworlds Software Inc • Services-prepackaged software • California
AGREEMENT ---------
Loan and Security Agreement • April 11th, 2000 • Crossworlds Software Inc • Services-prepackaged software • California
EXHIBIT 1.1 CROSSWORLDS SOFTWARE, INC. 4,000,000 Shares/1/ Common Stock UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • April 11th, 2000 • Crossworlds Software Inc • Services-prepackaged software • California
AGREEMENT ---------
Secured Loan Agreement • April 11th, 2000 • Crossworlds Software Inc • Services-prepackaged software • California
March 26, 1999
Crossworlds Software Inc • April 11th, 2000 • Services-prepackaged software

Notwithstanding any provision of that certain Fourth Restated Investors Rights Agreement (the "Investor Rights Agreement"), dated as of January 7, 1999 and as amended as of the date hereof, among CrossWorlds Software, Inc. (the "Company") and the other parties thereto, if the Company intends to effect its initial public offering ("IPO"), each of you ("Investor") shall have a right of first refusal to purchase in the IPO (excluding any over-allotment option) an amount of securities which the Company proposes to sell in the IPO equal to 100% of the amount sufficient to maintain such Investor's proportionate beneficial ownership interest in the Company (determined without reference to any over- allotment option) attributable only to the Series E Preferred Stock of the Company (or Common Stock issued upon conversion of the Series E Preferred Stock, or a combination thereof) held by such Investor ("Investor Series E Preferred Stock"), in accordance with the provisions of this letter, or suc

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