EXHIBIT 10.9
SUPPORT AGREEMENT
THIS AGREEMENT made as of the 26th day of December, 1996.
BETWEEN:
SEAGATE SOFTWARE, INC., a Delaware corporation
("SEAGATE SOFTWARE")
AND:
SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP, INC., a British Columbia
company
("SEAGATE CANADA")
WHEREAS:
A. Concurrent with the execution of this agreement, Seagate Canada and
its sole shareholder Seagate Technology International Holdings (the
"SHAREHOLDER"), a Cayman Island corporation, will enter into two exchange
agreements (the "EXCHANGE AGREEMENTS") which provide for, among other things,
the exchange by the Shareholder of all of its outstanding shares in the capital
of Seagate Canada for 7,200,000 Convertible Preference Shares without par value
in the capital of Seagate Canada and the subsequent exchange of such shares for
7,200,000 Class B Exchangeable Shares without par value (the "CLASS B
EXCHANGEABLE SHARES") in the capital of Seagate Canada.
B. In accordance with the special rights and restrictions attaching to
the Class B Exchangeable Shares as set out in the Articles of Seagate Canada
(the "SHARE PROVISIONS"), the Class B Exchangeable Shares in the capital of
Seagate Canada are exchangeable for shares of Series A Preferred Stock in the
capital stock of Seagate Software (as such shares may be constituted from time
to time as set out in the Amended & Restated Certificate of Incorporation of
Seagate Software and as the same may be effected by any subdivision,
consolidation, reclassification or other change or by any reorganization,
amalgamation, merger, sale of assets or by any distribution in respect of such
shares, including any automatic or voluntary conversion of such shares into
common stock or any other shares in the capital stock of Seagate Software, the
"SEAGATE SOFTWARE SERIES A PREFERRED STOCK").
C. The parties wish to enter into this agreement to record the
subscription by Seagate Software for 10,000 Class A Common Shares without par
value (the "CLASS A COMMON SHARES") in the capital of Seagate Canada at a
subscription price per share of $0.10 Cdn. and to record certain
obligations of Seagate Software in respect of the Class B Exchangeable Shares,
as further set out herein.
NOW THEREFORE in consideration of the respective covenants and agreements
provided for in this agreement and for other good and valuable consideration,
the parties agree as follows:
ARTICLE 1
SUBSCRIPTION
1.1 SUBSCRIPTION. With effect as and from the date of the exchange of
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7,200,000 Convertible Preference Shares for 7,200,000 Class B Exchangeable
Shares, as described in one of the exchange agreements referred to in Recital A,
Seagate Software will subscribe for and purchase 10,000 Class A Common Shares
and Seagate Canada will concurrently issue and sell to Seagate Software from its
treasury 10,000 Class A Common Shares, for the subscription price of $0.10 Cdn.
per share or $ 1,000 Cdn. in the aggregate, which amount shall be paid by
Seagate Software to Seagate Canada concurrent with its subscription.
ARTICLE 2
COVENANTS OF SEAGATE SOFTWARE AND SEAGATE CANADA
2.1 FUNDING OF SEAGATE CANADA. So long as any Class B Exchangeable Shares
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are outstanding, Seagate Software will:
(a) not declare or pay any dividend on Seagate Software Series A Preferred
Stock unless Seagate Canada shall simultaneously declare or pay, as the
case may be, an equivalent dividend on the Class B Exchangeable Shares in
accordance with the Share Provisions;
(b) cause Seagate Canada to declare simultaneously with the declaration of
any dividend on Seagate Software Series A Preferred Stock, an equivalent
dividend on the Class B Exchangeable Shares and, when such dividend is paid
on Seagate Software Series A Preferred Stock, cause Seagate Canada to pay
simultaneously therewith such equivalent dividend on the Class B
Exchangeable Shares, in each case in accordance with the Share Provisions;
(c) advise Seagate Canada sufficiently in advance of the declaration by
Seagate Software of any dividend on Seagate Software Series A Preferred
Stock and take all such other actions as are necessary, in cooperation with
Seagate Canada, to ensure that the respective declaration date, record date
and payment date for a dividend on the Class B Exchangeable Shares shall be
the same as the record date, declaration date
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and payment date, respectively, for the corresponding dividend on Seagate
Software Series A Preferred Stock;
(d) provide or cause to be provided to Seagate Canada, by any means which
Seagate Software deems appropriate from time to time, such assets, funds
and other property as may be necessary in order that Seagate Canada will
have sufficient assets, funds and other property available to enable the
due declaration and the due and punctual payment, in accordance with
applicable law, of all dividends on the Class B Exchangeable Shares in
accordance with the Share Provisions;
(e) take all such actions and do all such things as are necessary or
desirable to enable and permit Seagate Canada, in accordance with
applicable law, to pay and otherwise perform its obligations with respect
to the satisfaction of the BASIC LIQUIDATION AMOUNT (as defined in the
Share Provisions) in respect of each issued and outstanding Class B
Exchangeable Share upon the occurrence of a LIQUIDATING EVENT (as defined
in the Share Provisions) including, without limitation, all such actions
and all such things as are necessary or desirable to enable and permit
Seagate Canada to cause to be delivered shares of Seagate Software Series A
Preferred Stock to the holders of Class B Exchangeable Shares in accordance
with the Share Provisions; and
(f) subject to the exercise by Seagate Software of its Right of First
Refusal, take all such actions and do all such things as are necessary or
desirable to enable and permit Seagate Canada, in accordance with
applicable law, to pay and otherwise perform its obligations with respect
to the satisfaction of the RETRACTION PRICE (as defined in the Share
Provisions) including, without limitation, all such actions and all such
things as are necessary or desirable to enable and permit Seagate Canada to
cause to be delivered shares of Seagate Software Series A Preferred Stock
to the holders of Class B Exchangeable Shares, upon the redemption of the
Class B Exchangeable Shares in accordance with the Share Provisions.
2.2 SEGREGATION OF FUNDS. Upon Seagate Software providing or causing to
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be provided to Seagate Canada any funds, assets or other property in accordance
with section 2.1, Seagate Canada will deposit such funds in a separate account
and segregate such assets and other property, in each case for the benefit of
holders from time to time of the Class B Exchangeable Shares, and will use such
funds, assets or other property exclusively for the payment of dividends and the
payment or other satisfaction of the Basic Liquidation Amount or the Retraction
Price, as applicable.
2.3 RESERVATION OF SEAGATE SOFTWARE SERIES A PREFERRED STOCK. Seagate
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Software hereby represents, warrants and covenants that it has irrevocably
reserved for issuance and will at all times keep available, free from pre-
emptive and other rights, out of its authorized and unissued capital stock such
number of shares of Seagate Software Series A Preferred Stock (or other shares
or securities into which Seagate Software Series A Preferred Stock may be
reclassified or changed as contemplated by section 2.7 hereof) equal to: (a) the
number of Class B Exchangeable Shares issued
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and outstanding from time to time multiplied by the EXCHANGE RATE (as defined in
the Share Provisions); and (b) as are now and may hereafter be required to
enable and permit Seagate Canada to meet its obligations hereunder, under the
Share Provisions and under any other security or commitment pursuant to which
Seagate Software may now or hereafter be required to issue shares of Seagate
Software Series A Preferred Stock to the holders of Class B Exchangeable Shares.
2.4 NOTIFICATION OF CERTAIN EVENTS. In order to assist Seagate Software
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to comply with its obligations hereunder, Seagate Canada will give Seagate
Software notice of each of the following events at the time set forth below:
(a) in the event of any determination by the board of directors of
Seagate Canada to institute voluntary liquidation, dissolution or winding-
up proceedings with respect to Seagate Canada or to effect any other
distribution of the assets of Seagate Canada among its shareholders for the
purpose of winding-up its affairs, at least 60 days prior to the proposed
effective date of such liquidation, dissolution, winding up or other
distribution;
(b) immediately, upon the earlier of receipt by Seagate Canada of notice
of and Seagate Canada otherwise becoming aware of any threatened or
instituted claim, suit, petition or other proceedings with respect to the
involuntary liquidation, dissolution or winding-up of Seagate Canada or to
effect any other distribution of the assets of Seagate Canada among its
shareholders for the purpose of winding-up its affairs; and
(c) immediately, upon receipt by Seagate Canada of a Retraction Request
(as defined in the Share Provisions).
2.5 DELIVERY OF SEAGATE SOFTWARE SERIES A PREFERRED STOCK. In furtherance
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of its obligations under section 2.1(e) and 2.1(f) hereof, which for
clarification shall not include the exercise by Seagate Software of its Right of
First Refusal (as defined in Article 3 hereof), upon notice from Seagate Canada
of any event which requires Seagate Canada to cause to be delivered Seagate
Software Series A Preferred Stock to any holder of Class B Exchangeable Shares,
Seagate Software shall forthwith issue and deliver the requisite Seagate
Software Series A Preferred Stock to or to the order of the former holder of the
surrendered Class B Exchangeable Shares, as Seagate Canada shall direct. All
such Seagate Software Series A Preferred Stock shall be duly issued as fully
paid and non-assessable and shall be free and clear of any lien, claim or
encumbrance. In consideration of the issuance of each such Seagate Software
Series A Preferred Stock by Seagate Software, Seagate Canada shall issue to
Seagate Software or as Seagate Software shall direct, one Common Share of
Seagate Canada.
2.6 QUALIFICATIONS OF SEAGATE SOFTWARE SERIES A PREFERRED STOCK. If any
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shares of Seagate Software Series A Preferred Stock (or other shares or
securities into which Seagate Software Series A Preferred Stock may be
reclassified or changed as contemplated by section 2.7 hereof) to be issued and
delivered hereunder require registration or qualification with or approval of or
the filing of any document including any prospectus or similar document or the
taking of any proceeding with
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or the obtaining of any order, ruling or consent from any governmental or
regulatory authority under any Canadian or United States federal, provincial or
state law or regulation or pursuant to the rules and regulations of any
regulatory authority or the fulfilment of any other legal requirement before
such shares (or such other shares or securities) may be issued and delivered by
Seagate Software at the direction of Seagate Canada to the initial holder
thereof (other than any restrictions on transfer by reason of a holder being a
"control person" of Seagate Software for purposes of Canadian federal or
provincial securities law or an "affiliate" of the Parent for purposes of United
States federal or state securities law), Seagate Software will in good faith
expeditiously take all such actions and do all such things as are necessary or
desirable to cause such Seagate Software Series A Preferred Stock (or such other
shares or securities) to be and remain duly registered, qualified or approved.
Seagate Software will in good faith expeditiously take all such actions and do
all such things as are necessary or desirable to cause all Seagate Software
Series A Preferred Stock (or such other shares or securities to be delivered
hereunder) to be listed, quoted or posted for trading on all stock exchanges and
quotation systems on which outstanding Seagate Software Series A Preferred Stock
(or such other shares or securities) are listed, quoted or posted for trading at
such time.
2.7 ECONOMIC EQUIVALENCE.
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(a) Seagate Software will not without the prior approval of Seagate
Canada and the prior approval of the holders of the Class B Exchangeable
Shares:
(i) issue or distribute Seagate Software Series A Preferred Stock (or
securities exchangeable for or convertible into or carrying rights to
acquire Seagate Software Series A Preferred Stock) to the holders of
all or substantially all of the then outstanding Seagate Software
Series A Preferred Stock (solely by virtue of their ownership of
Seagate Software Series A Preferred Stock) by way of stock dividend or
other distribution, other than an issue of Seagate Software Series A
Preferred Stock (or securities exchangeable for or convertible into or
carrying rights to acquire Seagate Software Series A Preferred Stock)
to holders of Seagate Software Series A Preferred Stock who exercise
an option to receive dividends in Seagate Software Series A Preferred
Stock (or securities exchangeable for or convertible into or carrying
rights to acquire Seagate Software Series A Preferred Stock) in lieu
of receiving cash dividends; or
(ii) issue or distribute rights, options or warrants to the holders
of all or substantially all of the then outstanding Seagate Software
Series A Preferred Stock (solely by virtue of their ownership of
Seagate Software Series A Preferred Stock) entitling them to subscribe
for or to purchase Seagate Software Series A Preferred Stock (or
securities exchangeable for or convertible into or carrying rights to
acquire Seagate Software Series A Preferred Stock); or
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(iii) issue or distribute to the holders of all or substantially
all of the then outstanding Seagate Software Series A Preferred Stock
(solely by virtue of their ownership of Seagate Software Series A
Preferred Stock): (A) shares or securities of Seagate Software of any
class other than Seagate Software Series A Preferred Stock (other than
shares convertible into or exchangeable for or carrying rights to
acquire Seagate Software Series A Preferred Stock); (B) rights,
options or warrants other than those referred to in section 2.7(a)(ii)
above; (C) evidences of indebtedness of Seagate Software; or (D)
assets of Seagate Software;
unless the economic equivalent on a per share basis of such rights, options,
securities, shares, evidences of indebtedness or other assets is issued or
distributed simultaneously to holders of the Class B Exchangeable Shares.
(b) Seagate Software will not without the prior approval of Seagate
Canada and the prior approval of the holders of the Class B Exchangeable Shares:
(i) subdivide, redivide or change the then outstanding Seagate
Software Series A Preferred Stock into a greater number of Seagate
Software Series A Preferred Stock; or
(ii) reduce, combine, or consolidate or change the then outstanding
Seagate Software Series A Preferred Stock into a lesser number of
Seagate Software Series A Preferred Stock; or
(iii) reclassify or otherwise change Seagate Software Series A
Preferred Stock or effect an amalgamation, merger, reorganization or
other transaction affecting Seagate Software Series A Preferred Stock;
unless the same or an economically equivalent change shall simultaneously be
made to, or in the rights of the holders of, the Class B Exchangeable Shares.
(c) Seagate Software will ensure that the record date for any event
referred to in section 2.7(a) or 2.7(b) above, or (if no record date is
applicable for such event) the effective date for any such event, is not less
than 3 business days after the date on which such event is declared or announced
by Seagate Software (with simultaneous notice thereof to be given by Seagate
Software to Seagate Canada).
(d) The Board of Directors of Seagate Canada shall determine, in good
faith and in its sole discretion (with the assistance of such reputable and
qualified independent financial advisors and/or other experts as the board may
require), economic equivalence for the purposes of any event referred to in
section 2.7(a) or 2.7(b) above and each such determination shall be conclusive
and binding on Seagate Software. In making each such determination, the
following
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factors shall, without excluding other factors determined by the board to be
relevant, be considered by the Board of Directors of Seagate Canada:
(i) in the case of any stock dividend or other distribution
payable in Seagate Software Series A Preferred Stock, the number of
such shares issued in proportion to the number of Seagate Software
Series A Preferred Stock previously outstanding;
(ii) in the case of the issuance or distribution of any rights,
options or warrants to subscribe for or purchase Seagate Software
Series A Preferred Stock (or securities exchangeable for or
convertible into or carrying rights to acquire Seagate Software
Series A Preferred Stock), the relationship between the exercise
price of each such right, option or warrant and the current market
value (as determined by the Board of Directors of Seagate Canada in
the manner above contemplated) of a share of Seagate Software Series
A Preferred Stock;
(iii) in the case of the issuance or distribution of any other
form of property (including without limitation any shares or
securities of Seagate Software of any class other than Seagate
Software Series A Preferred Stock, any rights, options or warrants
other than those referred to in section 2.7(d)(ii) above, any
evidences of indebtedness of Seagate Software or any assets of
Seagate Software), the relationship between the fair market value (as
determined by the Board of Directors of Seagate Canada in the manner
above contemplated) of such property to be issued or distributed with
respect to each outstanding share of Seagate Software Series A
Preferred Stock and the current market value (as determined by the
Board of Directors of Seagate Canada in the manner above
contemplated) of a share of Seagate Software Series A Preferred
Stock;
(iv) in the case of any subdivision, redivision or change of the
then outstanding Seagate Software Series A Preferred Stock into a
greater number of Seagate Software Series A Preferred Stock or the
reduction, combination, consolidation or change of the then
outstanding Seagate Software Series A Preferred Stock into a lesser
number of Seagate Software Series A Preferred Stock or any
reclassification, amalgamation, merger, reorganization or other
transaction affecting Seagate Software Series A Preferred Stock, the
effect thereof upon the then outstanding shares of Seagate Software
Series A Preferred Stock; and
(v) in all such cases, the general taxation consequences of the
relevant event to holders of Class B Exchangeable Shares to the
extent that such consequences may differ from the taxation
consequences to holders of Seagate Software Series A Preferred Stock
as a result of differences between taxation
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laws of Canada and the United States (except for any differing
consequences arising as a result of differing marginal taxation rates
and without regard to the individual circumstances of holders of
Class B Exchangeable Shares).
For the purposes of the foregoing determinations, the current market value of
any security listed and traded or quoted on a securities exchange shall be the
weighted average of the daily trading prices of such security during a period of
not less than 20 consecutive trading days ending not more than five trading days
before the date of determination on the principal securities exchange on which
such securities are listed and traded or quoted; provided, however, that if in
the opinion of the Board of Directors of Seagate Canada the public distribution
or trading activity of such securities during such period does not create a
market which reflects the fair market value of such securities, then the current
market value thereof shall be determined by the Board of Directors of Seagate
Canada, in good faith and in its sole discretion (with the assistance of such
reputable and qualified independent financial advisors and/or other experts as
the board may require), and provided further that any such determination by the
board shall be conclusive and binding on Seagate Software.
2.8 TENDER OFFERS, ETC. In the event that a tender offer, share exchange
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offer, issuer bid, take-over bid or similar transaction with respect to Seagate
Software Series A Preferred Stock (an "OFFER") is proposed by Seagate Software
or is proposed to Seagate Software or its shareholders and is recommended by the
Board of Directors of Seagate Software, or is otherwise effected or to be
effected with the consent or approval of the Board of Directors of Seagate
Software, Seagate Software will use its best efforts expeditiously and in good
faith to take all such actions and do all such things as are necessary or
desirable to enable and permit holders of Class B Exchangeable Shares to
participate in such Offer to the extent and on an economically equivalent basis
as the holders of Seagate Software Series A Preferred Stock, without
discrimination. Without limiting the generality of the foregoing, Seagate
Software will use its best efforts expeditiously and in good faith to ensure
that holders of Class B Exchangeable Shares may participate in all such Offers
without being required to retract Class B Exchangeable Shares as against Seagate
Canada (or, if so required, to ensure that any such retraction shall be
effective only upon, and shall be conditional upon, the closing of the Offer and
only to the extent necessary to tender or deposit to the Offer).
ARTICLE 3
RIGHT OF FIRST REFUSAL
3.1 SEAGATE SOFTWARE RIGHT OF FIRST REFUSAL. Seagate Software is granted
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an overriding "RIGHT OF FIRST REFUSAL" (on the terms set forth herein and in the
Share Provisions) to purchase, from a holder of Class B Exchangeable Shares who
has delivered a RETRACTION REQUEST (as defined in the Share Provisions) to
Seagate Canada, such holder's RETRACTED SHARES (as defined in the Share
Provisions). Seagate Software acknowledges having received a copy of the Share
Provisions and agrees with Seagate Canada that all such Share Provisions,
including the Right of First Refusal relating to Seagate Software, are hereby
incorporated by reference into this Agreement. Seagate Software hereby agrees to
be bound by and to act in accordance with its obligations under
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the Share Provisions. To the extent that any action on the part of Seagate
Software may be required under section 3.2 or 3.3 of this Agreement in respect
of the retraction of any of the Class B Exchangeable Shares, Seagate Software
may, in lieu of taking such action, make a one time irrevocable election to
exercise its Right of First Refusal under this section 3.1 as to all of the
Class B Exchangeable Shares that would thereafter be available for retraction or
acquisition by Seagate Software upon exercise of its Right of First Refusal, and
all Class B Exchangeable Shares that any holder wishes to have retracted from
and after such date shall be acquired by Seagate Software under its Right of
First Refusal and the holder of such Class B Exchangeable Shares may, at its
option, surrender such Class B Exchangeable Shares directly to Seagate Software
and need not surrender them to Seagate Canada upon the holder's election to seek
retraction.
3.2 SEAGATE SOFTWARE CAPITALIZATION OF SEAGATE CANADA. Seagate Software
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hereby acknowledges that the retraction rights contained in the Share Provisions
provide that each holder of Retracted Shares shall receive, upon retraction of
the Retracted Shares by Seagate Canada, shares of Seagate Software Series A
Preferred Stock in satisfaction of Seagate Canada's retraction obligations. In
connection therewith, Seagate Software grants to Seagate Canada the immediate
right to acquire from Seagate Software, if Seagate Software does not exercise
its Right of First Refusal, the number of shares of Seagate Software Series A
Preferred Stock issuable to a holder of Retracted Shares upon a retraction of
Retracted Shares and Seagate Software shall receive Class A Common Shares of
Seagate Canada in consideration therefor, on the basis of one Common Share for
each Class B Exchangeable Share retracted by Seagate Canada.
3.3 BLOCKS ON RETRACTION. If: (a) Seagate Software has not exercised its
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Right of First Refusal to purchase Retracted Shares; and (b) Seagate Canada is
not permitted under its Articles, or other applicable law, to retract the
Retracted Shares, then Seagate Software shall contribute to Seagate Canada's
capital a sufficient number of shares of Seagate Software Series A Preferred
Stock to enable Seagate Canada to retract such Class B Exchangeable Shares. If
such action does not allow Seagate Canada to retract such shares, then Seagate
Software shall contribute cash or other assets, repay or guarantee Seagate
Canada's debt obligations, or take such other actions as Seagate Software may
elect in order to enable Seagate Canada, in each case, to retract the Retracted
Shares. Seagate Canada's counsel, acting reasonably, shall determine whether
Seagate Software's proposed actions would enable Seagate Canada to retract the
Retracted Shares.
ARTICLE 4
GENERAL
4.1 TERM. This Agreement shall come into force and be effective as of the
----
date hereof and shall terminate and be of no further force and effect at such
time as no Class B Exchangeable Shares (or securities or rights convertible into
or exchangeable for or carrying rights to acquire Class B Exchangeable Shares)
are held by any party other than Seagate Software.
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4.2 CHANGES IN CAPITAL OF SEAGATE SOFTWARE AND SEAGATE CANADA. At all
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times after the occurrence of any event effected pursuant to section 2.7 and 2.8
hereof, as a result of which either the Seagate Software Series A Preferred
Stock or the Class B Exchangeable Shares or both are in any way changed, this
Agreement shall forthwith be amended and modified as necessary in order that it
shall apply with full force and effect, mutatis mutandis, to all new securities
into which Seagate Software Series A Preferred Stock or the Class B Exchangeable
Shares or both are so changed and the parties hereto shall execute and deliver
an agreement in writing giving effect to and evidencing such necessary
amendments and modifications.
4.3 SEVERABILITY. If any provision of this Agreement is held to be
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invalid, illegal or unenforceable, the validity, legality or enforceability of
the remainder of this Agreement shall not in any way be affected or impaired
thereby and this Agreement shall be carried out as nearly as possible in
accordance with its original terms and conditions.
4.4 AMENDMENTS, MODIFICATIONS, ETC. This Agreement may not be amended or
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modified except by an agreement in writing executed by Seagate Canada and
Seagate Software and approved by the holders of Class B Exchangeable Shares.
4.5 AMENDMENTS ONLY IN WRITING. No amendment to or modification or waiver
--------------------------
of any of the provisions of this Agreement otherwise permitted hereunder shall
be effective unless made in writing and signed by both of the parties hereto.
4.6 ENUREMENT. This Agreement shall be binding upon and enure to the
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benefit of the parties hereto and their respective successors and assigns.
4.7 NOTICES TO PARTIES. All notices and other communications between the
------------------
parties shall be in writing and shall be deemed to have been given if delivered
personally or by confirmed telecopy to the parties at the following addresses
(or at such other address for either such party as shall be specified in like
notice):
To Seagate Canada:
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Seagate Software Information Management Group, Inc.
0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Attention: President
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To Seagate Software:
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Seagate Software Inc.
000 Xxxx Xxxxx
Xxxxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: President
---------
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Any notice or other communication given personally shall be deemed to have been
given and received upon delivery thereof and if given by telecopy shall be
deemed to have been given and received on the date of confirmed receipt thereof
unless such day is not a business day in which case it shall be deemed to have
been given and received upon the immediately following business day.
4.8 COUNTERPARTS. This Agreement may be executed in counterparts, each of
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which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument.
4.9 JURISDICTION. This Agreement shall be construed and enforced in
------------
accordance with the laws of the Province of British Columbia and the laws of
Canada applicable therein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
SEAGATE SOFTWARE, INC. SEAGATE SOFTWARE INFORMATION
MANAGEMENT GROUP, INC.
By:/s/ Xxxxx Xxxxxxxxxxx By:/s/ Xxxxxxx X. Xxxxx
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Its: Vice President and Assistant Its: Vice President
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Treasurer
SEAGATE SOFTWARE INFORMATION
MANAGEMENT GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Its: President
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