AGREEMENT AND PLAN OF MERGER among: BORLAND SOFTWARE CORPORATION, a Delaware corporation; GALAXY ACQUISITION CORP., a Delaware corporation; and STARBASE CORPORATION, a Delaware corporationMerger Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 8, 2002, by and among: BORLAND SOFTWARE CORPORATION, a Delaware corporation (“Parent”); GALAXY ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and STARBASE CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware
This Tender and Voting Agreement, dated as of October 8, 2002 (this “Agreement”), is made by and among BORLAND SOFTWARE CORPORATION, a Delaware corporation (“Parent”); GALAXY ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and each of the stockholders of STARBASE CORPORATION, a Delaware corporation (the “Company”) identified on the signature pages hereto (collectively, the “Stockholders” and, individually, a “Stockholder”).
STARBASE CORPORATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2002, by and between BORLAND SOFTWARE CORPORATION (“Lender”) and STARBASE CORPORATION (“Borrower”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • Delaware
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2002, by and between STARBASE CORPORATION (“Grantor”) and BORLAND SOFTWARE CORPORATION (“Lender”).
BUSINESS DEVELOPMENT MUTUAL NONDISCLOSURE AGREEMENTNondisclosure Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • California
This Nondisclosure Agreement (this “Agreement”) is dated and effective as of September 17, 2001 (the “Effective Date”), by and between Borland Software Corporation, a Delaware corporation, (“BORLAND”) and Starbase Corporation, a Delaware corporation (“Company”).
EXCLUSIVITY LETTER AGREEMENT September 15, 2002Exclusivity Agreement • October 11th, 2002 • Borland Software Corp • Services-prepackaged software • California
Borland Software Corporation, a Delaware corporation (“Borland”), and Starbase Corporation, a Delaware corporation (“Starbase”), have been engaged in discussions concerning a possible business combination or other similar transaction involving Borland and Starbase (the “Transaction”).
Offer to Purchase for Cash All Outstanding Shares of Common Stock of Starbase Corporation by Galaxy Acquisition Corp., a wholly owned subsidiary of at $2.75 Net Per ShareOffer to Purchase • October 11th, 2002 • Borland Software Corp • Services-prepackaged software
The Offer (as defined in this Offer to Purchase) is being made pursuant to an Agreement and Plan of Merger, dated as of October 8, 2002 (the “Merger Agreement”), by and among Borland Software Corporation, a Delaware corporation (“Borland”), Galaxy Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Borland (the “Purchaser”), and Starbase Corporation, a Delaware corporation (“Starbase”), pursuant to which, following the purchase by the Purchaser of shares of Starbase common stock, par value $0.01 per share, in the Offer and the satisfaction or waiver of each of the conditions to the Offer set forth in the Merger Agreement, the Purchaser will be merged with and into Starbase (the “Merger”), with Starbase surviving the Merger as a wholly owned subsidiary of Borland. As a result of the Merger, each outstanding share of Starbase common stock (other than shares owned by Borland, the Purchaser, Starbase or any wholly owned subsidiary of Borland or Starbase, or by stockh
