BLUESTONE SOFTWARE, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT April 22, 1998 TABLE OF CONTENTSStock Purchase Agreement • July 2nd, 1999 • Bluestone Software Inc • Delaware
Exhibit 10.6 BLUESTONE SOFTWARE, INC. EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT is made on this 24th day of April, 1997 by and between Robert Bickel, a resident of 348 E. 2nd Street, Moorestown, New Jersey 08057 (the...Employment Agreement • July 2nd, 1999 • Bluestone Software Inc • New Jersey
RECITALSLoan and Security Agreement • July 2nd, 1999 • Bluestone Software Inc
I Demised Premises II Term of Lease III Minimum Rent IV Taxes V Security Deposit VI Description of Lessor's Work VII Lessee's Work and Signs VIII Use of Premises IX Alterations X Maintenance of Demised Premises XI Maintenance, Control & Expense of...Lease • July 2nd, 1999 • Bluestone Software Inc
MAY 25, 1999Rights Agreement • July 2nd, 1999 • Bluestone Software Inc • Delaware
WARRANT TO PURCHASE COMMON STOCK OF BLUESTONE SOFTWARE, INC.Bluestone Software Inc • July 2nd, 1999
Exhibit 10.29 BLUESTONE SOFTWARE, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT April 18, 1997Stock Purchase Agreement • July 2nd, 1999 • Bluestone Software Inc • Pennsylvania
CONVERTIBLE SUBORDINATED SECURED NOTE AND WARRANT PURCHASE AGREEMENTPurchase Agreement • July 2nd, 1999 • Bluestone Software Inc • Delaware
RECITALSRegistration Rights Agreement • July 2nd, 1999 • Bluestone Software Inc • Delaware
Exhibit 10.34 BLUESTONE SOFTWARE, INC. SECOND RESTATED FIRST REFUSAL AND CO- SALE AGREEMENT THIS SECOND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT is made as of the 25th day of May, 1999, by and among Bluestone Software, Inc., a Delaware corporation...Sale Agreement • July 2nd, 1999 • Bluestone Software Inc • Delaware
Exhibit 10.36 BLUESTONE SOFTWARE, INC. RESTATED VOTING AGREEMENT THIS AGREEMENT is made as of the 23rd day of April, 1998, by and among Bluestone Software, Inc., a Delaware corporation (the "Company"), the investors listed on SCHEDULE A attached...Voting Agreement • July 2nd, 1999 • Bluestone Software Inc • Delaware
Exhibit 10.11 BLUESTONE SOFTWARE INC. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is made as of the 3rd day of May, 1999 (the "Effective Date") by and between Andrew J. Filipowski ("Consultant") and BLUESTONE SOFTWARE INC....Consulting Agreement • July 2nd, 1999 • Bluestone Software Inc • New Jersey
SEVERANCE AGREEMENTSeverance Agreement • July 2nd, 1999 • Bluestone Software Inc
BACKGROUNDExecutive Employment Agreement • July 2nd, 1999 • Bluestone Software Inc
Exhibit 10.16 AMENDED AND RESTATED CONVERTIBLE AND SUBORDINATED NOTE THIS CONVERTIBLE NOTE AND THE SHARES INTO WHICH IT MAY BE CONVERTED HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE...Bluestone Software Inc • July 2nd, 1999 • Delaware
Borrowing Base" means an amount equal to Eighty percent (80%) of Eligible Accounts, as determined by Bank with reference to the most recent Borrowing Base Certificate delivered by Borrower."Second Loan Modification Agreement • July 2nd, 1999 • Bluestone Software Inc
Exhibit 10.24 NEGATIVE PLEDGE AGREEMENT This Negative Pledge Agreement is made as of August 16, 1998, by and between BLUESTONE SOFTWARE, INC., a Delaware corporation with a chief executive office located at 1000 Briggs Road, Mount Laurel, New Jersey...Negative Pledge Agreement • July 2nd, 1999 • Bluestone Software Inc
Exhibit 10.13 SUBCONTRACT AGREEMENT THIS AGREEMENT is made this 23rd day of April, 1998, between Bluestone Software, Inc., a Delaware corporation ("Software"), and Bluestone Consulting, Inc., a Delaware corporation ("Consulting"). W I T N E S S E T H:...Subcontract Agreement • July 2nd, 1999 • Bluestone Software Inc • Delaware
Subordinated Loan" means a loan between the Borrower and certain Investors (as defined below) dated January 21, 1999, evidenced by, among other documents, (i) a certain Convertible Subordinated Secured Note and Warrant Purchase Agreement dated as of...Third Loan Modification Agreement • July 2nd, 1999 • Bluestone Software Inc
Exhibit 10.21 FIRST LOAN MODIFICATION AGREEMENT This First Loan Modification Agreement is entered into as of August 16, 1998, by and between BLUESTONE SOFTWARE, INC., a Delaware corporation with its principal place of business at 1000 Briggs Road,...First Loan Modification Agreement • July 2nd, 1999 • Bluestone Software Inc
Exhibit 2.1 CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • July 2nd, 1999 • Bluestone Software Inc • Delaware
RECITALSAntidilution Agreement • July 2nd, 1999 • Bluestone Software Inc • Delaware
BACKGROUNDIntercompany Services Agreement • July 2nd, 1999 • Bluestone Software Inc • Delaware
Exhibit 10.15 SERVICE MARK LICENSE AGREEMENT THIS SERVICE MARK AGREEMENT is made on this 17th day of April, 1997 by and between BLUESTONE SOFTWARE, INC., a Delaware corporation (the "Products Company"), and BLUESTONE CONSULTING, INC., a Delaware...Service Mark License Agreement • July 2nd, 1999 • Bluestone Software Inc • Delaware
Exhibit 10.17 THIS NOTE IS SUBORDINATED PURSUANT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT, DATED APRIL 17, 1997, BY AND AMONG PNC BANK, NATIONAL ASSOCIATION, BLUESTONE SOFTWARE, INC. AND BLUESTONE CONSULTING, INC. BLUESTONE SOFTWARE, INC....Bluestone Software Inc • July 2nd, 1999 • New Jersey
THIS NOTE IS SUBORDINATED PURSUANT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT, DATED APRIL 17, 1997, BY AND AMONG PNC BANK, NATIONAL ASSOCIATION, BLUESTONE SOFTWARE, INC. AND BLUESTONE CONSULTING, INC.
Exhibit 10.3 BLUESTONE SOFTWARE, INC. EMPLOYEE CONFIDENTIALITY AGREEMENT Recognizing that the success of Bluestone Software, Inc., a Delaware corporation (the "Company"), depends, in part, on the protection of trade secrets, innovations, formulae,...Employee Confidentiality Agreement • July 2nd, 1999 • Bluestone Software Inc • New Jersey
