0001193125-06-023497 Sample Contracts

FORM OF VOTING AGREEMENT BY AND AMONG BORLAND SOFTWARE CORPORATION AND THE STOCKHOLDER LISTED HEREIN Dated as of February 7, 2006

Voting Agreement • February 8th, 2006 • Borland Software Corp • Services-prepackaged software • Delaware

• Contract Type
  Voting Agreement
• Filed
  February 8th, 2006
• Company
  Borland Software Corp
• Industry
  Services-prepackaged software
• Jurisdiction
  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”).

AGREEMENT AND PLAN OF MERGER by and among BORLAND SOFTWARE CORPORATION, BETA MERGER SUB, INC. and SEGUE SOFTWARE, INC. Dated as of February 7, 2006

Merger Agreement • February 8th, 2006 • Borland Software Corp • Services-prepackaged software • Delaware

• Contract Type
  Merger Agreement
• Filed
  February 8th, 2006
• Company
  Borland Software Corp
• Industry
  Services-prepackaged software
• Jurisdiction
  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”).