EXHIBIT 10.3 LOAN AND SECURITY AGREEMENT (Blanket Lien) Agreement No. 18001 Dated as of July 24, 1997 by and betweenLoan and Security Agreement • February 26th, 1999 • Portal Software Inc • California
BAYGATE, INC.Stock Option Agreement • June 1st, 2001 • Portal Software Inc • Services-computer programming services • California
Exhibit 10.7 PORTAL SOFTWARE, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this ____ day of ______, between Portal Software, Inc., a Delaware corporation (the "Company"), and...Indemnification Agreement • February 26th, 1999 • Portal Software Inc • Delaware
Exhibit 10.3 Form of Change in Control Severance Agreement PORTAL SOFTWARE LETTERHEAD Dear ____________________: We are pleased to inform you that the Company's Board of Directors has approved a special severance benefit program for you. The purpose...Portal Software Inc • April 23rd, 2001 • Services-computer programming services
To [---------------------------] as Trustee INDENTUREPortal Software Inc • March 27th, 2002 • Services-computer programming services • New York
Exhibit 4.1 RIGHTS AGREEMENT by and between PORTAL SOFTWARE, INC.Rights Agreement • August 20th, 2002 • Portal Software Inc • Services-computer programming services • Delaware
OFFICE LEASE betweenOffice Lease • February 26th, 1999 • Portal Software Inc
LEASE TST TORRE, L.L.C., a Delaware limited liability company, Landlord and PORTAL SOFTWARE, INC., a Delaware corporation, Tenant forLease • April 28th, 2000 • Portal Software Inc • Services-computer programming services • California
Exhibit (d)(3) Form of New Stock Option Agreement pursuant to the Portal Software, Inc. 1999 Stock Incentive PlanPortal Software Inc • July 9th, 2001 • Services-computer programming services • California
Exhibit 10.16 Form of Registrant's Software License Agreement SOFTWARE LICENSE AGREEMENT This Software License and Support Agreement is entered into by and between Portal Software, Inc, a Delaware corporation with principal offices located at 10200...Software License Agreement • April 23rd, 2001 • Portal Software Inc • Services-computer programming services • California
Exhibit 1.1 DRAFT OF APRIL 13, 1999 PORTAL SOFTWARE, INC. Common Stock, par value $.001 per share Underwriting Agreement ----------------------Portal Software Inc • April 14th, 1999 • Services-computer programming services • New York
EXHIBIT 4.2 PORTAL SOFTWARE, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT January 29, 1998 TABLE OF CONTENTS -----------------Investors' Rights Agreement • February 26th, 1999 • Portal Software Inc • California
PORTAL SOFTWARE, INC. EXHIBIT 10.11 STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 14th, 1999 • Portal Software Inc • Services-computer programming services • California
EXHIBIT 99.7 ADDENDUM TO STOCK ISSUANCE AGREEMENTStock Issuance Agreement • May 6th, 1999 • Portal Software Inc • Services-computer programming services
LEASELease • August 30th, 1999 • Portal Software Inc • Services-computer programming services • California
ANDTransition Agreement • March 25th, 2002 • Portal Software Inc • Services-computer programming services • California
AgreementAgreement • November 13th, 2000 • Portal Software Inc • Services-computer programming services
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • May 6th, 1999 • Portal Software Inc • Services-computer programming services
AGREEMENT AND PLAN OF MERGER by and among ORACLE SYSTEMS CORPORATION POTTER ACQUISITION CORPORATION and PORTAL SOFTWARE, INC. Dated as of April 11, 2006Agreement and Plan of Merger • April 17th, 2006 • Portal Software Inc • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 11, 2006 by and among Oracle Systems Corporation, a Delaware corporation (“Parent”), Potter Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Portal Software, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
Exhibit 10.12 LOAN AGREEMENT This Loan Agreement is entered into as of April 15, 1999 (this "Loan Agreement") between Portal Software, Inc., a California corporation (herein called "Borrower"), and Imperial Bank (herein called "Bank"). 1. Definitions....Loan Agreement • April 23rd, 1999 • Portal Software Inc • Services-computer programming services • California
ANDInvestment Agreement • November 13th, 2000 • Portal Software Inc • Services-computer programming services
EXHIBIT 10.2 BASIC LEASE INFORMATION OFFICE LEASE ------------ LEASE DATE: September 8, 1998 LANDLORD: Stevens Creek Office Center Associates,Basic Lease Information • February 26th, 1999 • Portal Software Inc
Re: Post Closing Employee Payment and Retention AgreementPortal Software Inc • April 26th, 2006 • Services-computer programming services
As you may know, Potter Acquisition Corporation, a subsidiary of Oracle Systems Corporation, and Portal Software, Inc. (“Portal”) are contemplating entering into an Agreement and Plan of Merger, as amended, restated or supplemented from time to time (the “Merger Agreement”), pursuant to which, upon the satisfaction or waiver of the closing conditions described in the Merger Agreement, Potter Acquisition Corporation will merge with and into Portal, and Portal will become an indirect, wholly-owned subsidiary of Oracle Systems Corporation (the “Merger”). Oracle Systems Corporation and its subsidiaries and affiliates (collectively referred to herein as “Oracle”) view your contribution to the integration of these combined companies’ operations as extremely important. Your agreement to continue providing services to the combined companies will be of significant value to our integration effort. Under this agreement (this “Retention Agreement”), subject to and contingent upon the consummation
PORTAL SOFTWARE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 24th, 2005 • Portal Software Inc • Services-computer programming services • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this «Day» day of «MoYear» by and between Portal Software, Inc., a Delaware corporation (the “Company”), and «Name» (“Indemnitee”).
Exhibit (d)(4) Form of New Stock Option Agreement pursuant to the Portal Software, Inc. 2000 Supplemental Stock Option PlanSupplemental Stock Option Plan • July 9th, 2001 • Portal Software Inc • Services-computer programming services • California
EXHIBIT 99.6 PORTAL SOFTWARE, INC. STOCK ISSUANCE AGREEMENT ------------------------ AGREEMENT made this _____ day of ___________________________ __________, by and between Portal Software, Inc., a Delaware corporation, and...Portal Software • May 6th, 1999 • Portal Software Inc • Services-computer programming services • California
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER by and among ORACLE SYSTEMS CORPORATION, POTTER ACQUISITION CORPORATION And PORTAL SOFTWARE, INC. Dated as of June 13, 2006Agreement and Plan of Merger • June 13th, 2006 • Portal Software Inc • Services-computer programming services • Delaware
This AMENDMENT NO. 1 (this “Amendment”) dated as of June 13, 2006 by and among Oracle Systems Corporation, a Delaware corporation (“Parent”), Potter Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Portal Software, Inc., a Delaware corporation (the “Company”), amends certain provisions of the Agreement and Plan of Merger dated as of April 11, 2006 by and among Parent, Merger Sub and the Company (the “Merger Agreement”). Any capitalized term that is used but not otherwise defined in this Amendment shall have the meaning given to that term in the Merger Agreement.
EXHIBIT 99.12 PORTAL SOFTWARE, INC. STOCK PURCHASE AGREEMENT ------------------------ I hereby elect to participate in the 1999 Employee Stock Purchase Plan (the "ESPP") for the offering period specified below, and I hereby subscribe to purchase...Portal Software • May 6th, 1999 • Portal Software Inc • Services-computer programming services
SEVERANCE AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeverance Agreement • December 16th, 2002 • Portal Software Inc • Services-computer programming services • California
PORTAL SOFTWARE, INC. 22,641,509 Shares of Common Stock, $0.001 par value per share PLACEMENT AGENCY AGREEMENTEscrow Agreement • September 12th, 2003 • Portal Software Inc • Services-computer programming services • New York
These instructions may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeparation Agreement • April 14th, 2004 • Portal Software Inc • Services-computer programming services • California
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2005 • Portal Software Inc • Services-computer programming services • California
EMPLOYMENT AGREEMENT made as of the day of February 2005 by and between Portal Software, Inc,. a Delaware corporation (the “Corporation”), and David S. Labuda (the “Executive”).
FIRST AMENDMENT TO LEASE TERMINATION AGREEMENTLease Termination Agreement • June 9th, 2006 • Portal Software Inc • Services-computer programming services • California
THIS FIRST AMENDMENT TO LEASE TERMINATION AGREEMENT (the “Amendment”) is made as of March 22, 2006, between SYMANTEC CORPORATION, a Delaware corporation (“Symantec”) and PORTAL SOFTWARE, INC., a Delaware corporation (“Tenant”).
PORTAL SOFTWARE, INC. HOWARD A. BAIN III SEVERANCE AGREEMENT AND RELEASEPortal Software • November 9th, 2004 • Portal Software Inc • Services-computer programming services • California
This Severance Agreement and Release (“Agreement”) is made by and between Portal Software, Inc. (the “Company”), and Howard A. Bain III (“Executive”).
Exhibit 10.16 Form of Registrant's Software License Agreement SOFTWARE LICENSE AGREEMENTSoftware License Agreement • March 25th, 2002 • Portal Software Inc • Services-computer programming services • California
