Exhibit 10.13 DB SOFTWARE SOLUTIONS, LLC a Delaware Limited Liability Company OPERATING AGREEMENT September 27, 2001Operating Agreement • March 26th, 2002 • Embarcadero Technologies Inc • Services-computer integrated systems design
SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement")Separation Agreement • February 22nd, 2000 • Embarcadero Technologies Inc • California
BY AND AMONGStock Purchase Agreement • November 22nd, 2000 • Embarcadero Technologies Inc • Services-computer integrated systems design • California
LEASELease • February 22nd, 2000 • Embarcadero Technologies Inc
BUSINESS LOAN AGREEMENT This Business Loan Agreement (this "Agreement") is entered into as of the date set forth below between Union Bank of California, N.A. ("Bank") and the undersigned ("Borrower") with respect to each and every extension of credit...Business Loan Agreement • April 14th, 2000 • Embarcadero Technologies Inc • Services-computer integrated systems design • California
BY AND AMONGMerger Agreement • November 22nd, 2000 • Embarcadero Technologies Inc • Services-computer integrated systems design • Colorado
RECITALSSeries a Preferred Stock Purchase Agreement • February 22nd, 2000 • Embarcadero Technologies Inc • Delaware
BACKGROUNDIndemnification Agreement • February 22nd, 2000 • Embarcadero Technologies Inc • Delaware
LOGO] EMBARCADERO TECHNOLOGIES-Registered Trademark-Common Stock Certificate • April 14th, 2000 • Embarcadero Technologies Inc • Services-computer integrated systems design
TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED AND REGISTERED BY THE TRANSFER AGENT AND REGISTRAR. IN WITNESS WHEREOF, THE CORPORATION HAS CAUSED THIS CERTIFICATE TO BE EXECUTED AND ATTESTED TO BY THE MANUAL OR FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS, UNDER A FACSIMILE OF ITS CORPORATE SEAL TO BE AFFIXED HERETO.
OFFICE LEASE BETWEENOffice Lease • February 22nd, 2000 • Embarcadero Technologies Inc • California
4,000,000 Shares EMBARCADERO TECHNOLOGIES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 14th, 2000 • Embarcadero Technologies Inc • Services-computer integrated systems design • New York
TERMINATION AND MUTUAL RELEASE AGREEMENTTermination and Mutual Release Agreement • December 18th, 2006 • Embarcadero Technologies Inc • Services-computer integrated systems design • Delaware
THIS TERMINATION AND MUTUAL RELEASE AGREEMENT (this “Agreement”) is made as of December 16, 2006, by and among EMB Holding Corp. (“Parent”), EMBT Merger Corp. (“Merger Sub,” and together with Parent, the “EMB Parties”), and Embarcadero Technologies, Inc. (the “Company,” and together with the EMB Parties, the “Parties”).
LEASE FOR 7851 SOUTH ELATI STREETLease Agreement • February 15th, 2001 • Embarcadero Technologies Inc • Services-computer integrated systems design
THIS LEASE, is made and entered into this 4th day of June 1998 by and between Burger Investments F.L.P. (hereinafter "Landlord") and Advanced Software Technologies, Inc. (hereinafter "tenant").
100 CALIFORNIA STREET OFFICE LEASE BETWEEN WB 100 CALIFORNIA, LLC (“LANDLORD”) AND EMBARCADERO TECHNOLOGIES, INC. (“TENANT”)Office Lease • May 10th, 2004 • Embarcadero Technologies Inc • Services-computer integrated systems design • California
THIS LEASE (“Lease”) is made as of April 19, 2004, by and between WB 100 CALIFORNIA, LLC, a Delaware limited liability company (“Landlord”), and EMBARCADERO TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
EMBARCADERO TECHNOLOGIES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2005 • Embarcadero Technologies Inc • Services-computer integrated systems design • California
This Employment Agreement (“Agreement”) by and between Robert Lamvik (hereinafter “Employee”) and Embarcadero Technologies, Inc. (hereinafter “Company”) is effective May 17, 2004. In consideration of the mutual promises made herein, the Company and Employee agree as follows:
EMBARCADERO LETTERHEAD]Employment Agreement • August 9th, 2006 • Embarcadero Technologies Inc • Services-computer integrated systems design • California
Pursuant to the Employment Agreement, we agreed that the stock options and restricted stock granted to you on October 20, 2005 would accelerate and become fully vested pursuant to “double trigger” change-of-control provisions as set forth in the Employment Agreement and that we would formalize those provisions in a written severance and termination agreement within 60 days thereof.
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement • May 24th, 2007 • Embarcadero Technologies Inc • Services-computer integrated systems design
I, Robert Lamvik, acknowledge and agree that my employment with Embarcadero Technologies, Inc., a Delaware corporation (together with its subsidiaries, the “Company”) will end, effective October 31, 2006 (the “Effective Date”). This Settlement Agreement and General Release (this “Release”) is in consideration of the commitments made by the parties released hereby, all of which commitments are set forth in this document.
EMBARCADERO TECHNOLOGIES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2006 • Embarcadero Technologies Inc • Services-computer integrated systems design • California
This Employment Agreement (“Agreement”) by and between Michael Shahbazian (hereinafter “Employee”) and Embarcadero Technologies, Inc. (hereinafter “Company”) is effective October 20, 2005. In consideration of the mutual promises made herein, the Company and Employee agree as follows:
DEED OF LEASE by and between PLAZA AMERICA OFFICE DEVELOPMENT, LLC (“Landlord”) and EMBARCADERO TECHNOLOGIES, INC. (“Tenant”) at Plaza America Tower II 11710 Plaza America Drive Reston, Virginia 20190Deed of Lease • November 7th, 2005 • Embarcadero Technologies Inc • Services-computer integrated systems design • Virginia
THIS DEED OF LEASE (“Lease”) is made as of the _____ day of ____________________, 2005, by and between PLAZA AMERICA OFFICE DEVELOPMENT, LLC, a Delaware limited liability company (“Landlord”), and EMBARCADERO TECHNOLOGIES, INC., a _______________________ corporation (“Tenant”).
LOAN AGREEMENTLoan Agreement • March 12th, 2004 • Embarcadero Technologies Inc • Services-computer integrated systems design • California
THIS AMENDED AND RESTATED LOAN AGREEMENT (“Agreement”) is made and entered into as of July 1, 2002 by and between Embarcadero Technologies, Inc., a California corporation (“Borrower”), and UNION BANK OF CALIFORNIA, N.A., a national banking association (“Bank”). This Agreement amends and restates in its entirety that certain loan agreement dated as of July 31, 2001 by and between Borrower and Bank.
Exhibit 10.5 COMMERCIAL REAL ESTATE LEASE 734 Lighthouse Av., Pacific Grove, CA 93950 This Lease Agreement (this "Lease") is dated effective August 1, 1999, by and between NewCon Software Inc., a California corporation, ("Landlord"), and Embarcadero...Commercial Real Estate Lease • February 22nd, 2000 • Embarcadero Technologies Inc • California
THIS LEASE is made on 2006Lease • August 9th, 2006 • Embarcadero Technologies Inc • Services-computer integrated systems design • Victoria
A This deed concerns a lease (“Original Lease”) dated 12 October 2004 for the premises known as part of Level 9 (“Original Premises”) known as suite 9.3 of the Landlord’s building at 390 St. Kilda Road, Melbourne (“Building”) granted for the term of 2 years commencing on 1 June 2004 at the rent and otherwise on and subject to the terms and conditions contained in the Original Lease.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 24th, 2007 • Embarcadero Technologies Inc • Services-computer integrated systems design • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of the day of , 200__, by and between Embarcadero Technologies, Inc., a Delaware corporation (the “Company”), and , an individual (“Indemnitee”).
EMBARCADERO TECHNOLOGIES, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • November 15th, 2005 • Embarcadero Technologies Inc • Services-computer integrated systems design • California
This Restricted Stock Purchase Agreement (the “Agreement”) is made as of [ ], 2005, by and between Embarcadero Technologies, Inc., a Delaware corporation (the “Company”), and [ ] (“Purchaser”) pursuant to the Company’s 2004 Equity Incentive Plan (the “Plan”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan.
OFFICE LEASE FORTY-FIVE FREMONT ASSOCIATES, A CALIFORNIA GENERAL PARTNERSHIP, Landlord and EMBARCADERO TECHNOLOGIES, INC., Tenant DATED AS OF: November , 2000Office Lease • March 20th, 2001 • Embarcadero Technologies Inc • Services-computer integrated systems design • California
THIS LEASE is made as of the 15 day of November, 2000, between FORTY-FIVE FREMONT ASSOCIATES, a California general partnership ("Landlord"), and EMBARCADERO TECHNOLOGIES, INC., a Delaware corporation ("Tenant").
LOCK-UP AGREEMENTLock-Up Agreement • February 15th, 2001 • Embarcadero Technologies Inc • Services-computer integrated systems design • Delaware
THIS LOCK-UP AGREEMENT (this "Agreement") is entered into as of February , 2001, by and between EMBARCADERO TECHNOLOGIES, INC., a Delaware corporation (the "Company") and (the "Stockholder").
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among EMBARCADERO TECHNOLOGIES, INC. DSEC MERGER COMPANY, SHC AMBEO ACQUISITION CORP. and Valerie Anderson, as Stockholder Representative Dated as of October 13, 2005Merger Agreement • October 14th, 2005 • Embarcadero Technologies Inc • Services-computer integrated systems design • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 13, 2005, by and among EMBARCADERO TECHNOLOGIES, INC., a Delaware corporation (“Parent”), DSEC MERGER COMPANY, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), SHC AMBEO ACQUISITION CORP., a Delaware corporation (the “Company”), and Valerie Anderson as the initial Stockholder Representative (as defined in Section 11.01(a)), with reference to the following facts:
