Exhibit 4.8 ------------------------------------------------------------------- ------------- TALARIAN CORPORATION Option Number: 00000363 1998 EQUITY INCENTIVE PLAN Plan: Spcl STOCK OPTION AGREEMENT ------------------------------...Stock Option Agreement • May 21st, 2002 • Tibco Software Inc • Services-prepackaged software • California
Contract Type FiledMay 21st, 2002 Company Industry Jurisdiction
Exhibit 4.6 ------------------------------------------------------------------- ------------- TALARIAN CORPORATION Option Number: 00000229 1998 EQUITY INCENTIVE PLAN Plan: Spcl STOCK OPTION AGREEMENT ------------------------------...Stock Option Agreement • May 21st, 2002 • Tibco Software Inc • Services-prepackaged software • California
Contract Type FiledMay 21st, 2002 Company Industry Jurisdiction
EXHIBIT 10.3 THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT -------------------------------------------------Stockholders Agreement • February 29th, 2000 • Tibco Software Inc • Services-computer integrated systems design
Contract Type FiledFebruary 29th, 2000 Company Industry
EXHIBIT 1.1 TIBCO Software Inc. Common Stock Underwriting Agreement ----------------------Underwriting Agreement • July 1st, 1999 • Tibco Software Inc • Services-computer integrated systems design • New York
Contract Type FiledJuly 1st, 1999 Company Industry Jurisdiction
Exhibit 4.11 ------------------------------------------------------------------ -------------- TALARIAN CORPORATION Option Number: 00000362 1998 EQUITY INCENTIVE PLAN Plan: Spcl STOCK OPTION AGREEMENT ------------------------------...Stock Option Agreement • May 21st, 2002 • Tibco Software Inc • Services-prepackaged software • California
Contract Type FiledMay 21st, 2002 Company Industry Jurisdiction
BY AND AMONGAsset Purchase Agreement • November 19th, 1999 • Tibco Software Inc • Services-computer integrated systems design • California
Contract Type FiledNovember 19th, 1999 Company Industry Jurisdiction
TIBCO SOFTWARE INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 23, 2012 2.25% Convertible Senior Notes due 2032Indenture • April 27th, 2012 • Tibco Software Inc • Services-prepackaged software • New York
Contract Type FiledApril 27th, 2012 Company Industry JurisdictionINDENTURE dated as of April 23, 2012 between TIBCO SOFTWARE INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
EXHIBIT 1 AGREEMENT AND PLAN OF MERGERMerger Agreement • January 14th, 2002 • Tibco Software Inc • Services-computer integrated systems design • Delaware
Contract Type FiledJanuary 14th, 2002 Company Industry Jurisdiction
Exhibit 10.11 ------------- Form of Master Services Agreement ---------------------------------Master Services Agreement • July 13th, 1999 • Tibco Software Inc • Services-computer integrated systems design • California
Contract Type FiledJuly 13th, 1999 Company Industry Jurisdiction
VOTING AGREEMENTVoting Agreement • January 14th, 2002 • Tibco Software Inc • Services-computer integrated systems design • Delaware
Contract Type FiledJanuary 14th, 2002 Company Industry Jurisdiction
Exhibit 10.1 TIBCO SOFTWARE INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of __________________, 199__ by and between TIBCO Software Inc., a Delaware corporation (the "Company"), and __________________...Indemnification Agreement • July 7th, 1999 • Tibco Software Inc • Services-computer integrated systems design • New York
Contract Type FiledJuly 7th, 1999 Company Industry Jurisdiction
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 19, 2011 among TIBCO SOFTWARE INC., as a Borrower, and CERTAIN SUBSIDIARIES, as Designated Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,...Credit Agreement • December 21st, 2011 • Tibco Software Inc • Services-prepackaged software • New York
Contract Type FiledDecember 21st, 2011 Company Industry JurisdictionThis AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of December 19, 2011 among TIBCO SOFTWARE INC., a Delaware corporation (the “Company”), and certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.14 (each such Subsidiary, a “Designated Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
TIBCO SOFTWARE INC. and EQUISERVE TRUST COMPANY, N.A. PREFERRED STOCK RIGHTS AGREEMENT Dated as of February 13, 2004Preferred Stock Rights Agreement • February 23rd, 2004 • Tibco Software Inc • Services-prepackaged software • Delaware
Contract Type FiledFebruary 23rd, 2004 Company Industry JurisdictionThis Preferred Stock Rights Agreement is dated as of February 13, 2004, between TIBCO Software Inc., a Delaware Corporation (the “Company”), and EquiServe Trust Company, N.A. (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER by and among BALBOA INTERMEDIATE HOLDINGS, LLC, BALBOA MERGER SUB, INC. and TIBCO SOFTWARE INC. Dated as of September 27, 2014Merger Agreement • September 29th, 2014 • Tibco Software Inc • Services-prepackaged software • Delaware
Contract Type FiledSeptember 29th, 2014 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 27, 2014, by and among Balboa Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), Balboa Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and TIBCO Software Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
CREDIT AGREEMENT Dated as of November 2, 2009 among TIBCO SOFTWARE INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, SILICON VALLEY BANK, as Syndication Agent, WELLS FARGO BANK, N.A., as...Credit Agreement • November 2nd, 2009 • Tibco Software Inc • Services-prepackaged software • New York
Contract Type FiledNovember 2nd, 2009 Company Industry JurisdictionThis CREDIT AGREEMENT (“Agreement”) is entered into as of November 2, 2009 among TIBCO SOFTWARE INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Exhibit 10.10 EMPLOYMENT AGREEMENTEmployment Agreement • February 29th, 2000 • Tibco Software Inc • Services-computer integrated systems design
Contract Type FiledFebruary 29th, 2000 Company Industry
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 25th, 2008 • Tibco Software Inc • Services-prepackaged software • Delaware
Contract Type FiledJanuary 25th, 2008 Company Industry JurisdictionThis Indemnification Agreement (“Agreement”) is entered into as of the day of , by and between TIBCO Software Inc., a Delaware corporation (the “Company”), and NAME (“Indemnitee”).
TIBCO SOFTWARE INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 28th, 2013 • Tibco Software Inc • Services-prepackaged software • Delaware
Contract Type FiledJanuary 28th, 2013 Company Industry JurisdictionUnless otherwise defined herein, the terms defined in the 2008 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • July 13th, 2007 • Tibco Software Inc • Services-prepackaged software • California
Contract Type FiledJuly 13th, 2007 Company Industry JurisdictionThis Transition Agreement and Release (“Agreement”) is made, as of March 29, 2007, by and between Christopher Larsen (“Employee”) and TIBCO Software Inc. (the “Company”) (Employee and Company are jointly referred to as the “Parties”).
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG TIBCO SOFTWARE INC., CARDINAL ACQUISITION CORPORATION, EXTENSIBILITY, INC. AND THE PRINCIPAL STOCKHOLDERS OF EXTENSIBILITY, INC. Dated as of August 2, 2000 TABLE OF CONTENTSAgreement and Plan of Reorganization • September 19th, 2000 • Tibco Software Inc • Services-computer integrated systems design • Delaware
Contract Type FiledSeptember 19th, 2000 Company Industry Jurisdiction
STOCK OPTION AGREEMENTStock Option Agreement • January 28th, 2013 • Tibco Software Inc • Services-prepackaged software • Delaware
Contract Type FiledJanuary 28th, 2013 Company Industry Jurisdiction
SECOND AMENDED AND RESTATED LICENSE, MAINTENANCE AND DISTRIBUTION AGREEMENTLicense, Maintenance and Distribution Agreement • January 13th, 2004 • Tibco Software Inc • Services-prepackaged software • New York
Contract Type FiledJanuary 13th, 2004 Company Industry JurisdictionTHIS SECOND AMENDED AND RESTATED LICENSE, MAINTENANCE AND DISTRIBUTION AGREEMENT is entered as of this 1st day of October, 2003 (“Effective Date”), by and between Reuters Limited, a company organized under the laws of England and Wales, with offices at 85 Fleet Street, London EC4P 4AJ, United Kingdom (“Reuters”) and TIBCO Software, Inc., a Delaware corporation, with offices at 3303 Hillview Avenue, Palo Alto, CA 94304 (“TSI”).
WITNESSETH:License, Maintenance and Distribution Agreement • July 13th, 1999 • Tibco Software Inc • Services-computer integrated systems design • New York
Contract Type FiledJuly 13th, 1999 Company Industry Jurisdiction
RECITALS --------Assignment and Assumption of Industrial Lease Agreement • March 3rd, 2000 • Tibco Software Inc • Services-computer integrated systems design
Contract Type FiledMarch 3rd, 2000 Company Industry
EXHIBIT 10.13 INDUSTRIAL LEASE AGREEMENTIndustrial Lease Agreement • July 13th, 1999 • Tibco Software Inc • Services-computer integrated systems design • California
Contract Type FiledJuly 13th, 1999 Company Industry Jurisdiction
EXHIBIT 10.15 ADDENDUM TO THE FIRST AMENDED AND RESTATED LICENSE, MAINTENANCE AND DISTRIBUTION AGREEMENTLicense, Maintenance and Distribution Agreement • October 5th, 2001 • Tibco Software Inc • Services-computer integrated systems design
Contract Type FiledOctober 5th, 2001 Company Industry
RECITALSStockholders Agreement • June 18th, 1999 • Tibco Software Inc • Services-computer integrated systems design • California
Contract Type FiledJune 18th, 1999 Company Industry Jurisdiction
SUBSIDIARY GUARANTY (Netherlands)Subsidiary Guaranty • December 21st, 2011 • Tibco Software Inc • Services-prepackaged software • New York
Contract Type FiledDecember 21st, 2011 Company Industry JurisdictionThis SUBSIDIARY GUARANTY (Netherlands), dated as of December 19, 2011 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Subsidiary Guaranty”), is made by each Subsidiary of TIBCO SOFTWARE INC., a Delaware corporation (the “Company”), from time to time party hereto as set forth on Schedule I attached hereto (each individually, a “Guarantor” and, collectively, the “Guarantors”), in favor of BANK OF AMERICA, N.A., as administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Lenders and the L/C Issuer (together with the Administrative Agent, collectively, the “Lender Parties”).
July 8, 2013Retention Bonus Agreement • October 9th, 2013 • Tibco Software Inc • Services-prepackaged software
Contract Type FiledOctober 9th, 2013 Company IndustryOn behalf of TIBCO Software Inc. (“TIBCO”), we are very pleased to offer you a retention bonus (the “Bonus”) of $300,000 (subject to withholdings and deductions). You will receive the Bonus in the payroll period after you return this executed Agreement. The Bonus will be earned by you and not subject to the repayment terms below upon the earlier of the following two events: (a) you have continuously and actively provided services to TIBCO through July 15, 2015, or (b) an Involuntarily Termination in connection with a Change in Control prior to July 15, 2015, as such terms are defined in TIBCO’s Executive Change in Control and Severance Plan.
TIBCO SOFTWARE INC. NOTICE OF AWARD OF PERFORMANCE-BASED RESTRICTED STOCK UNITSPerformance-Based Restricted Stock Unit Agreement • March 4th, 2014 • Tibco Software Inc • Services-prepackaged software • Delaware
Contract Type FiledMarch 4th, 2014 Company Industry JurisdictionTIBCO Software Inc. (the “Company”) hereby grants you, (the “Employee”), an Award of Restricted Stock Units under the Company’s 2008 Equity Incentive Plan (the “Plan”). The date of this Performance-Based Restricted Stock Unit Agreement (the “Agreement”) is , 2014 (the “Grant Date”). The Agreement is comprised of this Notice of Award, the attached Terms and Conditions of Performance-Based Restricted Stock Units (the “Terms and Conditions”) (Appendix A), and the attached Performance-Based Vesting Requirements (Appendix B). Subject to the provisions of this Agreement and of the Plan, the principal features of this grant are as follows:
TIBCO SOFTWARE INC.Inter-Company Agreement • February 5th, 2003 • Tibco Software Inc • Services-prepackaged software
Contract Type FiledFebruary 5th, 2003 Company Industry
TIBCO SOFTWARE INC. TODD BRADLEY EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2014 • Tibco Software Inc • Services-prepackaged software • California
Contract Type FiledOctober 8th, 2014 Company Industry Jurisdiction
Exhibit 10.7 TIBCO INC.Employment Agreement • June 18th, 1999 • Tibco Software Inc • Services-computer integrated systems design • Delaware
Contract Type FiledJune 18th, 1999 Company Industry Jurisdiction
TIBCO SOFTWARE INC. 2008 EQUITY INCENTIVE PLAN (February 27, 2014 Restatement)2008 Equity Incentive Plan • April 8th, 2014 • Tibco Software Inc • Services-prepackaged software • Delaware
Contract Type FiledApril 8th, 2014 Company Industry Jurisdiction
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 6th, 2012 • Tibco Software Inc • Services-prepackaged software • New York
Contract Type FiledJune 6th, 2012 Company Industry JurisdictionTHIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 31, 2012 (this “Amendment”), to the Existing Credit Agreement (such capitalized terms and other capitalized terms used in this preamble and the recitals below shall have the meanings set forth in, or are defined by reference in, Article I below) is among TIBCO SOFTWARE INC., a Delaware corporation (the “Company”) and certain Subsidiaries of the Company, as Designated Borrowers (and, together with the Company, the “Borrowers” and each, a “Borrower”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent.