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
EXHIBIT 2.1 THIS AGREEMENT dated July 2000 PARTIES: (1) THE PERSONS whose names and addresses are set out in Column (1) of Schedule 1 (the "VENDORS"); (2) BLUESTONE SOFTWARE EUROPE LIMITED a company registered in England and Wales with registered...Agreement • November 14th, 2000 • Bluestone Software Inc • Services-prepackaged software • England
RECITALSLoan and Security Agreement • July 2nd, 1999 • Bluestone Software Inc
Common StockUnderwriting Agreement • September 23rd, 1999 • Bluestone Software Inc • Services-prepackaged software • Delaware
LEASE FROM:Lease • February 1st, 2000 • Bluestone Software Inc • Services-prepackaged software
MAY 25, 1999Rights Agreement • July 2nd, 1999 • Bluestone Software Inc • Delaware
Common StockUnderwriting Agreement • September 7th, 1999 • Bluestone Software Inc • Services-prepackaged software • Delaware
Exhibit 10.29 BLUESTONE SOFTWARE, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT April 18, 1997Stock Purchase Agreement • July 2nd, 1999 • Bluestone Software Inc • Pennsylvania
UNDERWRITING AGREEMENTBluestone Software Inc • February 1st, 2000 • Services-prepackaged software • Maryland
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
BACKGROUNDStock Repurchase Agreement • August 20th, 1999 • Bluestone Software Inc • Services-prepackaged software • Pennsylvania
EXHIBIT 10.4 LICENCE AGREEMENT FOR THE SUPPLY OF OFFICE FACILITIES PARTICULARS DATE "THE LICENSOR" citibase plc whose registered office is at: Mount Manor House 16 The Mount Guildford Surrey GU2 5HS whose company registration number is: 2767719 "THE...Licence Agreement • November 14th, 2000 • Bluestone Software Inc • Services-prepackaged software
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
Credit Extension" means each Advance, Equipment Advance, Letter of Credit or any other extension of credit by Bank for the benefit of Borrower hereunder."Fourth Loan Modification Agreement • February 1st, 2000 • Bluestone Software Inc • Services-prepackaged software
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 10.1 THIS AGREEMENT is made as of May 1, 2000, by and between Bluestone Software, Inc., a Delaware corporation (the "Sublandlord"), and Bluestone Consulting, Inc., a Delaware corporation ("Subtenant"). BACKGROUND The Sublandlord and the...Agreement • August 14th, 2000 • Bluestone Software Inc • Services-prepackaged software • New Jersey
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
LEASE AGREEMENT Bldg.: Westport 15 Owner : 30 Prop : 0115 Unit : 1 Tenant: Blue01 Lease : 0115-Blue01-01 THIS LEASE, made this 15th day of October, 1999 between WESTPORT JOINT VENTURE, a California joint venture, hereinafter called Landlord, and...Lease Agreement • February 1st, 2000 • Bluestone Software Inc • Services-prepackaged software
BACKGROUNDSublease Agreement • August 20th, 1999 • Bluestone Software Inc • Services-prepackaged software • New Jersey
LICENCE AGREEMENTLicence Agreement • November 14th, 2000 • Bluestone Software Inc • Services-prepackaged software
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.
