REGISTRATION RIGHTS AGREEMENT Dated as of March 10, 2006 among Spyglass Merger Corp. and Serena Software, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc. and UBS Securities LLCRegistration Rights Agreement • March 16th, 2006 • Silver Lake Partners Ii L P • Services-prepackaged software • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of March 7, 2006, between Spyglass and the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by Spyglass to the Initial Purchasers of an aggregate of $200,000,000 principal amount of the Spyglass’s 10 3/8% Senior Subordinated Notes due 2016 (the “Notes” or the “Securities”) as described in the Purchase Agreement. References herein to the “Issuer” are (x) prior to the consummation of the merger of Spyglass with and into the Company, to Spyglass, and (y) from and after the consummation of the merger of Spyglass with and into the Company, to the Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuer has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 16th, 2006 • Silver Lake Partners Ii L P • Services-prepackaged software
This Restricted Stock Agreement (“Agreement”) is entered into as of March 10, 2006 (“Date of Grant”) between Spyglass Merger Corp., a Delaware corporation (the “Company”), and Robert I. Pender, Jr. (“Investor”).
RESTRICTED SHARE CONTRIBUTION AGREEMENTRestricted Share Contribution Agreement • March 16th, 2006 • Silver Lake Partners Ii L P • Services-prepackaged software • Delaware
RESTRICTED SHARE CONTRIBUTION AGREEMENT, dated as of March 7, 2006 (this “Agreement”), between Spyglass Merger Corp., a Delaware corporation (“Spyglass”) and Robert I. Pender, Jr., an individual (the “Executive Co-Investor”). Unless expressly provided otherwise in this Agreement, capitalized terms defined in the Merger Agreement when used in this Agreement shall have the same meanings set forth in the Merger Agreement (defined below).
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • March 16th, 2006 • Silver Lake Partners Ii L P • Services-prepackaged software • Delaware
SHARE SUBSCRIPTION AGREEMENT, dated as of March 7, 2006 (this “Agreement”), between Spyglass Merger Corp., a Delaware corporation (“Spyglass”) and the individual named on the signature page hereto (the “Management Participant”).
AMENDED AND RESTATED CONTRIBUTION AND VOTING AGREEMENTContribution and Voting Agreement • March 16th, 2006 • Silver Lake Partners Ii L P • Services-prepackaged software • Delaware
AMENDED AND RESTATED CONTRIBUTION AND VOTING AGREEMENT, dated as of March 9, 2006 (this “Agreement”), among (i) (A) Silver Lake Partners II, L.P., a Delaware limited partnership, (“SLP II”), (B) Silver Lake Technology Investors II, L.L.C., a Delaware limited liability (“SLTI II”), (C) Serena Co-Invest Partners, L.P., a Delaware limited partnership (“SCP”) and (D) Integral Capital Partners VII, L.P., a Delaware limited partnership (“ICP,” and together with SLP II, SLTI and SCP, the “Silver Lake Investors”), (ii) (A) Douglas D. Troxel, as Trustee of the Douglas D. Troxel Living Trust (the “Co-Investor I”), (B) Change Happens Foundation (the “Co-Investor II,” and together with the Co-Investor I, the “Co-Investors”), and (C) Douglas D. Troxel, an individual (the “Co-Investor Founder”), and (iii) Spyglass Merger Corp., a Delaware corporation (“Newco”). The Silver Lake Investors and the Co-Investors are herein collectively referred to as the “Investors.” Unless expressly provided otherwise i
SPYGLASS MERGER CORP. STOCKHOLDERS AGREEMENT Dated as of March 10, 2006Stockholders Agreement • March 16th, 2006 • Silver Lake Partners Ii L P • Services-prepackaged software • Delaware
This STOCKHOLDERS AGREEMENT is made as of March 10, 2006, by and among Spyglass Merger Corp., a Delaware corporation (together with its successors and assigns, “Newco”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”): (i) (a) Silver Lake Partners II, L.P., a Delaware limited partnership, (together with its successors and assigns, “SLP II”), (b) Silver Lake Technology Investors II, L.L.C., a Delaware limited liability company (together with its successors and assigns, “SLTI II”), (c) Serena Co-Invest Partners, L.P., a Delaware limited partnership (together with its successors and assigns, “SCP,” and together with SLP II and SLTI II, the “Initial SLP Investors”); (ii) (a) the Troxel Living Trust (together with its successors and assigns, the “Initial Co-Investor I”), (b) Change Happens Foundation (together with its successors and assigns, the “Initial Co-Investor II,” and together with the Initial Co-Inv
PARTICIPATION LETTER AGREEMENTParticipation Letter Agreement • March 16th, 2006 • Silver Lake Partners Ii L P • Services-prepackaged software • Delaware
This PARTICIPATION LETTER AGREEMENT, dated as of March 7, 2006 (this “Agreement”), is made by and between Spyglass Merger Corp., a Delaware corporation (“Spyglass”), and the individual named on the signature page hereto (the “Management Participant”).
SPYGLASS MERGER CORP. (a Delaware corporation) Senior Subordinated Notes due 2016 PURCHASE AGREEMENTPurchase Agreement • March 16th, 2006 • Silver Lake Partners Ii L P • Services-prepackaged software • New York
SPYGLASS MERGER CORP. MANAGEMENT STOCKHOLDERS AGREEMENT Dated as of March 7, 2006Management Stockholders Agreement • March 16th, 2006 • Silver Lake Partners Ii L P • Services-prepackaged software • Delaware
This MANAGEMENT STOCKHOLDERS AGREEMENT is made as of March 7, 2006, by and among Spyglass Merger Corp., a Delaware corporation (together with its successors and assigns, “Spyglass”), Silver Lake Partners II, L.P., a Delaware limited partnership, (together with its successors and assigns, “SLP II”), Silver Lake Technology Investors II, L.L.C., a Delaware limited liability company (together with its successors and assigns, “SLTI II,” and together with SLP II, the “Initial SLP Investors”), the other signatories hereto (the “Initial Management Investors”) and any other Person who becomes a party hereto pursuant to Article VII.
