0000912057-02-004574 Sample Contracts

SEEBEYOND TECHNOLOGY CORPORATION INDEMNIFICATION AGREEMENT
Technology Corporation Indemnification Agreement • February 8th, 2002 • Seebeyond Technology Corp • Services-prepackaged software • Delaware

This Indemnification Agreement ("Agreement") is made as of this «Date» by and between SeeBeyond Technology Corporation., a Delaware corporation (the "Company"), and «Name» ("Indemnitee").

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MWB BUSINESS EXCHANGE LIMITED -to - SEEBEYOND (UK) LIMITED -and - SEEBEYOND TECHNOLOGY CORPORATION
Seebeyond Technology Corp • February 8th, 2002 • Services-prepackaged software

MWB BUSINESS EXCHANGE LIMITED (company number 3195480) whose registered office is at 179 Great Portland Street, London (the "Landlord");

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Seebeyond Technology Corp • February 8th, 2002 • Services-prepackaged software • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

ANNEXURE "A" TO LEASE DATED BETWEEN TRUST COMPANY OF AUSTRALIA LIMITED, ACN 004 027 749 (AS LESSOR) AND SEEBEYOND PTY LTD ACN 074 256 965 (AS LESSEE) PREMISES: PART LEVEL 41 CITIGROUP CENTRE, 2 PARK STREET, SYDNEY
Seebeyond Technology Corp • February 8th, 2002 • Services-prepackaged software

ANNEXURE "A" TO LEASE DATED BETWEEN TRUST COMPANY OF AUSTRALIA LIMITED, ACN 004 027 749 (AS LESSOR) AND SEEBEYOND PTY LTD ACN 074 256 965 (AS LESSEE) PREMISES: PART LEVEL 41 CITIGROUP CENTRE, 2 PARK STREET, SYDNEY Table of Contents

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Affirmation of Security Agreement and Guaranty • February 8th, 2002 • Seebeyond Technology Corp • Services-prepackaged software

This Second Amendment to Loan and Security Agreement is entered into as of October 31, 2001 (the "Amendment"), by and between COMERICA BANK-CALIFORNIA ("Bank") and SEEBEYOND TECHNOLOGY CORPORATION ("Borrower").

AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 8th, 2002 • Seebeyond Technology Corp • Services-prepackaged software • California

This Amendment to Loan and Security Agreement is entered into as of June , 2001 (the "Amendment"), be and between COMERCIA BANK—CALIFORNIA ("Bank") and SEEBEYOND TECHNOLOGY CORPORATION ("Borrower").

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