EXHIBIT 10.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 5th, 2001 • Tangram Enterprise Solutions Inc • Services-prepackaged software • North Carolina
LEASELease Agreement • March 31st, 1997 • Tangram Enterprise Solutions Inc • Services-prepackaged software • North Carolina
RECITALSTangram Enterprise Solutions Inc • March 2nd, 2001 • Services-prepackaged software • Pennsylvania
Agreement ---------Asset Purchase Agreement • March 5th, 2001 • Tangram Enterprise Solutions Inc • Services-prepackaged software
EXHIBIT 10.1 SECOND AMENDED REVOLVING NOTETangram Enterprise Solutions Inc • November 13th, 1997 • Services-prepackaged software
RECITALSConversion Agreement • March 2nd, 2001 • Tangram Enterprise Solutions Inc • Services-prepackaged software • Pennsylvania
BACKGROUND:Agreement of Lease • March 31st, 1997 • Tangram Enterprise Solutions Inc • Services-prepackaged software
SEVERANCE AGREEMENTSeverance Agreement • March 4th, 2003 • Tangram Enterprise Solutions Inc • Services-prepackaged software • North Carolina
This Agreement is made as of the 8th day of November, 2000 between TANGRAM ENTERPRISE SOLUTIONS, INC., a Pennsylvania corporation (“Tangram”), and Ron Nabors (“Employee”) against the following background:
THIS SIXTH AMENDMENT is made this 29th day of October, 1999, by and between ROUSE AND ASSOCIATES - 7 GREAT VALLEY PARKWAY LIMITED PARTNERSHIP, a Pennsylvania limited partnership ("Landlord") and TANGRAM ENTERPRISE SOLUTIONS formerly known as RABBIT...Tangram Enterprise Solutions Inc • March 29th, 2000 • Services-prepackaged software
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 4th, 2003 • Tangram Enterprise Solutions Inc • Services-prepackaged software • North Carolina
This Agreement is made as of the 8th day of November, 2000 between TANGRAM ENTERPRISE SOLUTIONS, INC., a Pennsylvania corporation (“Tangram”), and Ron Nabors (“Employee”) against the following background:
RECITALSRights Agreement • March 2nd, 2001 • Tangram Enterprise Solutions Inc • Services-prepackaged software • Pennsylvania
BACKGROUND:Agreement of Lease • March 31st, 1997 • Tangram Enterprise Solutions Inc • Services-prepackaged software
Tangram Enterprise Solutions 11000 Regency Parkway Suite 401 Cary, NC 27511-8504Tangram Enterprise Solutions Inc • March 4th, 2003 • Services-prepackaged software
This letter will constitute our understanding and agreement on certain matters regarding your Severance Agreement dated as of November 8, 2000 (“Severance Agreement”) and the 2003 revenue goal of Tangram Enterprise Solutions, Inc. (“Company”) of $12 million as presented to, and approved by, the Board of Directors of the Company on October 30, 2002.
SEVERANCE AGREEMENTSeverance Agreement • March 4th, 2003 • Tangram Enterprise Solutions Inc • Services-prepackaged software • North Carolina
This Agreement is made as of the 8th day of November 2000 between TANGRAM ENTERPRISE SOLUTIONS, INC., a Pennsylvania corporation (“Tangram”), and Norman L. Phelps (“Employee”) against the following background:
VOTING AGREEMENTVoting Agreement • December 22nd, 2003 • Tangram Enterprise Solutions Inc • Services-prepackaged software • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 4, 2003, between Opsware Inc., a Delaware corporation (“Parent”), and the undersigned shareholder (“Shareholder”) of Tangram Enterprise Solutions, Inc., a Pennsylvania corporation (“Company”).
EXHIBIT 10.2 TRIANGLE (Triangle Logo appears here) TECHNOLOGY LEASING EQUIPMENT LEASE NAME & ADDRESS OF LESSOR: NAME & ADDRESS OF LESSEE: TRIANGLE TECHNOLOGY LEASING TANGRAM ENTERPRISE SOLUTIONS, INC. 100 PRESTON EXECUTIVE DR., SUITE 101 11000 REGENCY...Equipment Lease Agreement • November 13th, 1997 • Tangram Enterprise Solutions Inc • Services-prepackaged software • North Carolina
DEMAND NOTETangram Enterprise Solutions Inc • February 14th, 2003 • Services-prepackaged software • Delaware
FOR VALUE RECEIVED, Tangram Enterprise Solutions, Inc., a Pennsylvania corporation (the “Borrower”), having an office at 11000 Regency Parkway, Suite 301, Cary, North Carolina 27511-8504, hereby promises to pay to the order of Safeguard Delaware, Inc. (the “Lender”), at the Lender’s address located at c/o Safeguard Scientifics, Inc., 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087 or at such other place in the continental United States as the Lender may designate in writing, in lawful money of the United States, and in immediately available funds, the principal sum of Six Hundred Fifty Thousand Dollars ($650,000), together with interest accruing on the outstanding principal balance from the date hereof, as provided below:
REVOLVING NOTERevolving Note • March 31st, 1997 • Tangram Enterprise Solutions Inc • Services-prepackaged software
VOTING AGREEMENTVoting Agreement • December 12th, 2003 • Tangram Enterprise Solutions Inc • Services-prepackaged software • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 4, 2003, between Opsware Inc., a Delaware corporation (“Parent”), and the undersigned shareholder (“Shareholder”) of Tangram Enterprise Solutions, Inc., a Pennsylvania corporation (“Company”).
DEMAND NOTEDemand Note • February 14th, 2003 • Tangram Enterprise Solutions Inc • Services-prepackaged software • Delaware
FOR VALUE RECEIVED, Tangram Enterprise Solutions, Inc., a Pennsylvania corporation (the “Borrower”), having an office at 11000 Regency Parkway, Suite 301, Cary, North Carolina 27511-8504, hereby promises to pay to the order of TBBH Investments Europe AG (the “Lender”), at the Lender’s address located at 160 Jan Smuls Avenue, Rosebank 2196 South Africa or at such other place in the continental United States as the Lender may designate in writing, in lawful money of the United States, and in immediately available funds, the principal sum of One Million Two Hundred Thousand Dollars ($1,200,000), together with interest accruing on the outstanding principal balance from the date hereof, as provided below:
EXHIBIT 4.3 RABBIT SOFTWARE CORPORATION STOCK OPTION AGREEMENT NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of the 22nd day of December, 1992 ("Grant Date"), between Rabbit Software Corporation, a Pennsylvania corporation (hereinafter called the...Rabbit Software Corporation Stock Option Agreement • November 25th, 1998 • Tangram Enterprise Solutions Inc • Services-prepackaged software • Pennsylvania
REVOLVING NOTETangram Enterprise Solutions Inc • February 14th, 2003 • Services-prepackaged software • Delaware
FOR VALUE RECEIVED, Tangram Enterprise Solutions, Inc., a Pennsylvania corporation (the “Borrower”), having an office at 11000 Regency Parkway, Suite 301, Cary, North Carolina 27511-8504, hereby promises to pay to the order of Safeguard Delaware, Inc., (the “Lender”), at the Lender’s address located at c/o Safeguard Scientifics, Inc., 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087 or at such other place in the continental United States as the Lender may designate in writing, in lawful money of the United States, and in immediately available funds, the principal sum of up to One Million Three Hundred Fifty Thousand ($1,350,000) or so much thereof as shall have been advanced by the Lender to the Borrower as hereinafter set forth and then be outstanding, and to pay interest thereon as provided below:
SEVERANCE AGREEMENTSeverance Agreement • March 4th, 2003 • Tangram Enterprise Solutions Inc • Services-prepackaged software • Pennsylvania
This Agreement is made as of the 4th day of January, 1999 between TANGRAM ENTERPRISE SOLUTIONS, INC., a Pennsylvania corporation (“Tangram”), and JOHN N. NELLI (“Employee”) against the following background:
COUNTY OF WAKE SECOND LEASE AMENDMENTLease Amendment • March 4th, 2003 • Tangram Enterprise Solutions Inc • Services-prepackaged software
This Lease Amendment (the “Amendment”) is made and entered into this 10th day of October, 2002, by and between Rexford, LLC, a North Carolina Limited Liability Company, hereinafter referred to as “Landlord” and Tangram Enterprise Solutions, Inc., hereinafter referred to as “Tenant”;
GUARANTYTangram Enterprise Solutions Inc • November 13th, 1997 • Services-prepackaged software
This is a continuing, absolute and unconditional guaranty of performance and payment and not of collection. The undersigned specifically waives any right to subrogation, setoff or counterclaim, and any defense for changes in applicable law or any other circumstances which might constitute a legal or equitable defense or discharge of a guarantor or surety. The undersigned waives any right to require a proceeding first against the Lessee or to exhaust any security for the performance of the obligations of the Lessee, and waives notice of acceptance hereof and of defaults thereunder. The undersigned agrees that the liability of the undersigned shall not be affected or decreased by any amendment, termination, extension, renewal, waiver or modification of said Lease or the rejection or disaffirmation thereof in bankruptcy or like proceedings and that certain obligations under the Lease may be accelerated upon any nonpayment thereof by the Lessee. This Guaranty shall be specifically assignab
FIRST AMENDED REVOLVING NOTETangram Enterprise Solutions Inc • May 13th, 1997 • Services-prepackaged software
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG OPSWARE INC., TES ACQUISITION CORP. AND TANGRAM ENTERPRISE SOLUTIONS, INC.Agreement and Plan of Reorganization • December 9th, 2003 • Tangram Enterprise Solutions Inc • Services-prepackaged software • California
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of December 4, 2003, among Opsware Inc., a Delaware corporation (“Parent”), TES Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Tangram Enterprise Solutions, Inc., a Pennsylvania corporation (“Company”).
