EXHIBIT 10.27 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2004 • Segue Software Inc • Services-computer integrated systems design • Delaware
LEASELease • March 30th, 2000 • Segue Software Inc • Services-computer integrated systems design
RECITALSSublease Agreement • March 28th, 2003 • Segue Software Inc • Services-computer integrated systems design • Massachusetts
December 11, 1997 BY HAND ------- Ms. Elisabeth Elterman 66 Brookline Street Newton, MA 02167 Dear Elisabeth: This letter will confirm the agreement that we have reached regarding your resignation. The purpose of this agreement is to establish an...Severance Agreement • March 31st, 1998 • Segue Software Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.10 ================================================================= =============== AGREEMENT AND PLAN OF MERGERMerger Agreement • March 31st, 1998 • Segue Software Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 4.1 -----------Registration Rights Agreement • April 15th, 1999 • Segue Software Inc • Services-computer integrated systems design • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG SEGUE SOFTWARE, INC. SSI MERGER CORP., EVENTUS SOFTWARE, INC.Merger Agreement • December 17th, 1998 • Segue Software Inc • Services-computer integrated systems design • Delaware
Exhibit 2.2 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of December 30, 1997 by and among Segue Software, Inc., a Delaware corporation ("Buyer"), SGE Merger Corp., a Delaware corporation and a...Merger Agreement • January 14th, 1998 • Segue Software Inc • Services-computer integrated systems design • Massachusetts
AND THE INVESTORRegistration Rights Agreement • March 28th, 2003 • Segue Software Inc • Services-computer integrated systems design • Delaware
EXHIBIT 10.28 SERIES C PREFERRED STOCK PURCHASE AGREEMENTSeries C Preferred Stock Purchase Agreement • March 30th, 2004 • Segue Software Inc • Services-computer integrated systems design • Delaware
Exhibit 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of December 30, 1997 by and among Segue Software, Inc., a Delaware corporation ("Buyer USA"), Segue Software Entwicklung GmbH, an Austrian...Asset Purchase Agreement • January 14th, 1998 • Segue Software Inc • Services-computer integrated systems design • Massachusetts
ANDSeries B Preferred Stock Purchase Agreement • March 28th, 2003 • Segue Software Inc • Services-computer integrated systems design • Delaware
EXHIBIT 10.11 ================================================================= =============== ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 31st, 1998 • Segue Software Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 4.3 SEGUE SOFTWARE, INC. NON-QUALIFIED STOCK OPTION GRANT AGREEMENT This Non-Qualified Stock Option Grant Agreement (this "Agreement") is made as of September 5, 1997, by and between Segue Software, Inc., a Delaware corporation (the...Non-Qualified Stock Option Grant Agreement • May 12th, 1998 • Segue Software Inc • Services-computer integrated systems design • Delaware
andMerger Agreement • January 14th, 1999 • Segue Software Inc • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER by and among BORLAND SOFTWARE CORPORATION, BETA MERGER SUB, INC. and SEGUE SOFTWARE, INC. Dated as of February 7, 2006Merger Agreement • February 8th, 2006 • Segue Software Inc • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 7, 2006 (this “Agreement”), by and among Borland Software Corporation, a Delaware corporation (“Parent”), Beta Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Segue Software, Inc., a Delaware corporation (the “Company”).
FORM OF VOTING AGREEMENT BY AND AMONG BORLAND SOFTWARE CORPORATION AND THE STOCKHOLDER LISTED HEREIN Dated as of February 7, 2006Voting Agreement • February 8th, 2006 • Segue Software Inc • Services-computer integrated systems design • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of February 7, 2006, by and among Borland Software Corporation, a Delaware corporation (“Parent”), and [ ] (the “Stockholder”).
VOTING AGREEMENTVoting Agreement • December 28th, 2004 • Segue Software Inc • Services-computer integrated systems design • Delaware
VOTING AGREEMENT (“Agreement”), dated as of December 22, 2004, by and between Segue Software, Inc., a Delaware corporation (“Company”), and the undersigned (each, a “Stockholder”) beneficial holders of shares of Common Stock, Series B Preferred Stock and Series C Preferred Stock, each having par value $0.01 per share, of the Company (the “Common Stock,” “Series B Preferred Stock” and “Series C Preferred Stock, respectively).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT By and Between Segue Software, Inc. and The Investors as defined herein Dated as of October 21, 2003Registration Rights Agreement • November 13th, 2003 • Segue Software Inc • Services-computer integrated systems design • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of October 21, 2003, by and among Segue Software, Inc., a Delaware corporation (the “Company”), S-7 Associates, LLC (the “Series B Investor”) and Dr. Howard L. Morgan (the “Additional Investor” and together with the Series B Investor, the “Investors”).
SERIES C PREFERRED STOCK PURCHASE AGREEMENT By and Between Segue Software, Inc. and The Investors as defined herein Dated as of October 21, 2003Series C Preferred Stock Purchase Agreement • November 13th, 2003 • Segue Software Inc • Services-computer integrated systems design • Delaware
THIS SERIES C PREFERRED STOCK PURCHASE AGREEMENT is made as of October 21, 2003, by and among Segue Software, Inc., a Delaware corporation (the “Company”), S-7 Associates, LLC, a New York limited liability company (“S-7”) and Dr. Howard L. Morgan (together with S-7, the “Investors”).
