0001047469-08-009226 Sample Contracts

STOCK PURCHASE AGREEMENT NOVEMBER 9, 2005
Stock Purchase Agreement • August 12th, 2008 • Metastorm Inc • Services-prepackaged software • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 9, 2005, by and among METASTORM INC., a Maryland corporation (the “Company”), and the several purchasers named in Schedule 1 attached hereto (each individually, a “Purchaser” and collectively the “Purchasers”). All capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in Appendix A attached hereto.

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STOCK PURCHASE AGREEMENT OCTOBER 5, 2005
Stock Purchase Agreement • August 12th, 2008 • Metastorm Inc • Services-prepackaged software • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 5, 2005, by and among METASTORM INC., a Maryland corporation (the “Company”), and the several purchasers named in Schedule 1 attached hereto (each individually, a “Purchaser” and collectively the “Purchasers”). All capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in Appendix A attached hereto.

SERIES CC CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT JULY 31, 2007
Stock Purchase Agreement • August 12th, 2008 • Metastorm Inc • Services-prepackaged software • Maryland

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of July 31, 2007 (the “Execution Date”), is made between METASTORM INC., a Maryland corporation (the “Purchaser”), SOUNDVIEW, INC., a Maryland corporation and a wholly-owned subsidiary of Purchaser (the “Merger Sub”), and PROFORMA CORPORATION, a Michigan corporation (the “Company” and, together with Purchaser and Merger Sub, the “Parties”).

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