LEASE AGREEMENT BETWEEN WATERFRONT TOWER PARTNERS, L.P. AS "LANDLORD" AND SERENA SOFTWARE INTERNATIONAL, INC. AS "TENANT" TABLE OF CONTENTSLease Agreement • November 23rd, 1998 • Shrena Software Inc • California
DRAFT SERENA SOFTWARE, INC. 6,000,000 SHARES(1) COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 1998 • Shrena Software Inc • California
Amendment to that certain Lease dated August 15, 1994, together with its Addendum and Second Addendum, copies of which are attached hereto and made a part hereof, between Waterfront Tower Partners, L.P., Landlord and SERENA Software International...Lease • November 23rd, 1998 • Shrena Software Inc
COMMON STOCKUnderwriting Agreement • February 9th, 1999 • Serena Software Inc • Services-prepackaged software • California
EMPLOYMENT AGREEMENT -------------------- This Employment Agreement ("Agreement") is made and entered into between SERENA Software International, a corporation organized under the laws of the State of California, with its principal office at...Employment Agreement • November 23rd, 1998 • Shrena Software Inc • California
SERENA SOFTWARE, INC. STOCK OPTION AGREEMENT AMENDED AND RESTATED 1997 STOCK OPTION AND INCENTIVE PLAN Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK...Stock Option Agreement • November 23rd, 1998 • Shrena Software Inc • California
SERENA SOFTWARE, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "Agreement") is made as of _______________, 1998, by and between SERENA Software, Inc. (the "Company") and _________________________ (the "Indemnitee"), and shall...Indemnification Agreement • November 23rd, 1998 • Shrena Software Inc • Delaware
ADDENDUM TO THE LEASE DATED AUGUST 15, 1994, BY AND BETWEEN WATERFRONT TOWER PARTNERS, L.P., A CALIFORNIA LIMITED PARTNERSHIP, LANDLORD, AND SERENA CONSULTING, INCORPORATED, A CALIFORNIA CORPORATION, TENANT, FOR THOSE PREMISES LOCATED AT 500 AIRPORT...Lease Addendum • November 23rd, 1998 • Shrena Software Inc
May 18, 1993 Steven D. Smith 2501 Foothill Boulevard, Apt. #7 La Crescenta, California 91214 RE: EMPLOYMENT AGREEMENT -------------------- Dear Mr. Smith: SERENA International ("SERENA") is pleased that you are accepting the position of Senior...Employment Agreement • November 23rd, 1998 • Shrena Software Inc • California
SAN MATEO PLAZA 1850 GATEWAY DRIVE SAN MATEO, CALIFORNIA OFFICE LEASE LEGACY PARTNERS II SAN MATEO PLAZA, LLC, a Delaware limited liability company as Landlord, and SERENA SOFTWARE, INC., a Delaware corporation, as TenantOffice Lease • April 30th, 2012 • Serena Software Inc • Services-prepackaged software • California
This Office Lease, which includes the preceding Summary and the exhibits attached hereto and incorporated herein by this reference (the Office Lease, the Summary and the exhibits to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between LEGACY PARTNERS II SAN MATEO PLAZA, LLC, a Delaware limited liability company (“Landlord”), and SERENA SOFTWARE, INC., a Delaware corporation (“Tenant”).
SERENA SOFTWARE, INC. DIRECTOR OPTION AGREEMENT SERENA Software, Inc., (the "Company"), has granted to _________________ (the "Optionee"), an option to purchase a total of 25,000 shares of the Company's Common Stock (the "Optioned Stock"), at the...Director Option Agreement • November 23rd, 1998 • Shrena Software Inc • California
SOFTWARE AGREEMENTSoftware Agreement • November 23rd, 1998 • Shrena Software Inc • California
SUBSCRIPTION AGREEMENTEmployee Stock Purchase Agreement • November 23rd, 1998 • Shrena Software Inc
EMPLOYMENT AGREEMENT --------------------Employment Agreement • November 23rd, 1998 • Shrena Software Inc
RECITALSRegistration Rights Agreement • November 23rd, 1998 • Shrena Software Inc • California
RECITALSRestricted Stock Purchase Agreement • November 23rd, 1998 • Shrena Software Inc • California
AGREEMENT AND PLAN OF MERGER by and between SPYGLASS MERGER CORP. and SERENA SOFTWARE, INC. Dated as of November 11, 2005Merger Agreement • November 14th, 2005 • Serena Software Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 11, 2005, by and between Spyglass Merger Corp., a Delaware corporation (the “Buyer”), and Serena Software, Inc., a Delaware corporation (the “Company”).
FOURTH AMENDMENT to that certain Lease dated August 15, 1994 along with its Addendum, Second Addendum, First Amendment, Second Amendment, and Third Amendment (herein collectively the "LEASE") between Waterfront Tower Partners, L.P., a California...Lease • November 23rd, 1998 • Shrena Software Inc
REGISTRATION RIGHTS AGREEMENT Dated December 15, 2003 between Serena Software, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLCRegistration Rights Agreement • February 12th, 2004 • Serena Software Inc • Services-prepackaged software • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 15th day of December, 2003, between Serena Software, Inc., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC (the “Initial Purchasers”).
EXHIBIT 2.1 THIS DOCUMENT, DEEMED CONFIDENTIAL INFORMATION, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 246-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. STARTOOL- Registered Trademark-...Asset Purchase Agreement • September 5th, 2000 • Serena Software Inc • Services-prepackaged software
THIS DOCUMENT, DEEMED CONFIDENTIAL INFORMATION, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 246-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
SERENA SOFTWARE, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (RETENTION AWARD)Restricted Stock Unit Agreement • March 21st, 2013 • Serena Software Inc • Services-prepackaged software • Delaware
This Restricted Stock Unit Agreement (this “Agreement”), effective as of the “Grant Date” set forth above, is between Serena Software, Inc. (the “Company”) and the Participant whose name is set forth above, and is issued pursuant to the Serena Software, Inc. Amended and Restated 2006 Stock Incentive Plan (as amended from time to time, the “Plan”).
CREDIT AGREEMENT Dated as of March 10, 2006 among SPYGLASS MERGER CORP. (to be merged with and into SERENA SOFTWARE, INC.), as Borrower, and The Several Lenders from Time to Time Parties Hereto, LEHMAN COMMERCIAL PAPER INC., as Administrative Agent...Credit Agreement • March 15th, 2006 • Serena Software Inc • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of March 10, 2006, among SPYGLASS MERGER CORP., a Delaware corporation (“Borrower”), to be merged with and into SERENA SOFTWARE, INC., a Delaware corporation (the “Company”), the Company, the lending institutions that deliver a Lender Addendum (as defined below) pursuant to Section 13.20 hereto or that from time to time become parties hereto by execution of an Assignment and Acceptance (each a “Lender” and, collectively, the “Lenders”), LEHMAN COMMERCIAL PAPER INC., as Administrative Agent and as Collateral Agent, LEHMAN BROTHERS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Lead Arrangers and Joint Lead Bookrunners (collectively, in such capacities, the “Arrangers”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent and UBS SECURITIES LLC, as Documentation Agent.
MANAGEMENT AGREEMENTManagement Agreement • April 28th, 2006 • Serena Software Inc • Services-prepackaged software • Delaware
This Management Agreement (this “Agreement”) is entered into as of November 11, 2005 by and between Spyglass Merger Corp., a Delaware corporation (together with its successors (including Serena (as defined below) after the Merger (as defined below) and permitted assigns, the “Company”), and Silver Lake Management Company, L.L.C., a Delaware limited liability company (the “Manager”). Unless the context otherwise requires, all capitalized terms used, but not defined herein, shall have the meanings set forth in the Stockholders Agreement referenced in the Contribution and Voting Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Contribution Agreement”) among the Company, Silver Lake Partners II, L.P. and the other parties thereto (as such Stockholders Agreement may be amended, supplemented or otherwise modified from time to time).
November 11, 2005Merger Agreement • November 21st, 2005 • Serena Software Inc • Services-prepackaged software • California
As you know, pursuant to an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), Spyglass Merger Corp., a Delaware corporation (“MergerCo”), and a company controlled by Silver Lake Partners II, L.P., has agreed, subject to the terms and conditions of the Merger Agreement, to merge with and into Serena Software, Inc. (the “Company”).
PLEDGE AGREEMENTPledge Agreement • May 2nd, 2011 • Serena Software Inc • Services-prepackaged software • New York
PLEDGE AGREEMENT dated as of March 2, 2011, among SERENA SOFTWARE, INC., a Delaware corporation (the “Borrower”), each of the Subsidiaries of the Borrower listed on the signature pages hereto (each such entity being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors and the Borrower are referred to collectively as the “Pledgors”) and BARCLAYS BANK PLC, as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the First Lien Secured Parties (as defined below).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 7th, 2013 • Serena Software Inc • Services-prepackaged software
This Change in Control Agreement (“Agreement”) is made and entered into between Serena Software, Inc., a Delaware corporation (“Serena”), and Greg Hughes (“Executive”) as of , 2013 (“Effective Date”). Terms that are not defined in the text of this Agreement are defined in Exhibit A attached hereto.
SPYGLASS MERGER CORP. STOCKHOLDERS AGREEMENT Dated as of , 2006Stockholders Agreement • November 21st, 2005 • Serena Software Inc • Services-prepackaged software • New York
This STOCKHOLDERS AGREEMENT is made as of , 2006, by and among Spyglass Merger Corp., a Delaware corporation (together with its successors and assigns, “Newco”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”): (i) (a) Silver Lake Partners II, L.P., a Delaware limited partnership, (together with its successors and assigns, “SLP II”), and (b) Silver Lake Technology Investors II, L.L.C., a Delaware limited liability (together with its successors and assigns, “SLTI II,” and together with SLP II, the “Initial SLP Investors”); (ii) (a) the Troxel Living Trust (together with its successors and assigns, the “Initial Co-Investor”) and (b) Douglas D. Troxel (the “Co-Investor Founder”); and (iii) any other Person who becomes a party hereto pursuant to Article VII.
CONTRIBUTION AND VOTING AGREEMENTContribution and Voting Agreement • November 21st, 2005 • Serena Software Inc • Services-prepackaged software • Delaware
CONTRIBUTION AND VOTING AGREEMENT, dated as of November 11, 2005 (this “Agreement”), among (i) (A) Silver Lake Partners II, L.P., a Delaware limited partnership, (“SLP II”), and (B) Silver Lake Technology Investors II, L.L.C., a Delaware limited liability (“SLTI II,” and together with SLP II, the “Silver Lake Investors”), (ii) (A) Douglas D. Troxel, as Trustee of the Douglas D. Troxel Living Trust (the “Co-Investor”) and (B) Douglas D. Troxel, an individual (the “Co-Investor Founder”), and (iii) Spyglass Merger Corp., a Delaware corporation (“Newco”). The Silver Lake Investors and the Co-Investor are herein collectively referred to as the “Investors.” Unless expressly provided otherwise in this Agreement, capitalized terms defined in the Merger Agreement when used in this Agreement shall have the same meanings set forth in the Merger Agreement (defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2006 • Serena Software Inc • Services-prepackaged software • California
This Employment Agreement (the “Agreement”) dated March 9, 2006, is made by and between Serena Software, Inc., a Delaware corporation (the “Company”), and Mark E. Woodward (the “Executive”).
ContractExtension Agreement • April 30th, 2012 • Serena Software Inc • Services-prepackaged software • New York
EXTENSION AGREEMENT AND AMENDMENT No. 1, dated as of April 12, 2012 (this “Extension Agreement and Amendment”), to the Credit Agreement, dated as of March 10, 2006 (as amended and restated on March 2, 2011, the “Credit Agreement”), among Serena Software, Inc. (the “Borrower”), the lending institutions from time to time parties thereto (each, a “Lender” and, collectively, the “Lenders”), Barclays Bank PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent, and the other parties thereto. Capitalized terms used but not defined herein have the meanings provided in the Credit Agreement.
May 1, 2013Separation Agreement • May 7th, 2013 • Serena Software Inc • Services-prepackaged software • California
This letter (this “Agreement and Release”), upon your signature, confirms the entire agreement between Serena Software, Inc. (“Serena”) and you regarding the terms of your separation from employment with Serena.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • May 2nd, 2011 • Serena Software Inc • Services-prepackaged software • New York
November 11, 2005Merger Agreement • December 1st, 2005 • Serena Software Inc • Services-prepackaged software
As you know, pursuant to an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), Spyglass Merger Corp., a Delaware corporation (“MergerCo”), and a company controlled by Silver Lake Partners II, L.P., has agreed, subject to the terms and conditions of the Merger Agreement, to merge with and into Serena Software, Inc. (the “Company”).
FIRST AMENDMENT TO SERENA SOFTWARE, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 12th, 2012 • Serena Software Inc • Services-prepackaged software
THIS AMENDMENT (this “Amendment”) is made as of , 2012 between Serena Software, Inc. (the “Company”) and [ ] (the “Participant,” and together with the Company, the “Parties”), to the Restricted Stock Unit Agreement dated as of [ ], between the Company and the Participant (the “RSU Agreement”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the RSU Agreement.
Kenneth Hao Managing Director Silver Lake Management Company, L.L.C. Menlo Park, CA 94025 Dear Mr. Hao: NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • November 21st, 2005 • Serena Software Inc • Services-prepackaged software
In connection with your consideration of possible transaction with SERENA Software, Inc. (the “Company”), you have requested financial and other information concerning the business and affairs of the Company. As a condition to the Company’s furnishing to you and your representatives financial and other information which has not theretofore been made available to the public, you and your representatives agree to treat all such non-public information furnished to you and your representatives in writing or orally by the Company or its representatives on and after the date of this agreement (herein collectively referred to as the “Confidential Evaluation Material”), as follows:
