Standard Contracts
EXHIBIT 10.7(c) ESCROW AGREEMENT This Escrow Agreement (the "Agreement") is entered into as of December 16, 1998, by and among Netopia, Inc., a Delaware corporation ("Netopia"), Serus Acquisition Corp., a Delaware corporation and wholly owned...Escrow Agreement • December 29th, 1998 • Netopia Inc • Services-computer integrated systems design • California
A. Parent, the Company and Merger Sub (as defined below) have entered into an Agreement and Plan of Merger and Reorganization (the "Reorganization -------------- Agreement"), which provides for the merger (the "Merger") of a wholly-owned ---------...Voting Agreement • January 30th, 2001 • Netopia Inc • Services-computer integrated systems design • Delaware
A. The Company, Merger Sub (as defined below) and Parent have entered into an Agreement and Plan of Reorganization (the "Reorganization -------------- Agreement") which provides for the merger (the "Merger") of a wholly-owned --------- ------...Stock Option Agreement • January 30th, 2001 • Netopia Inc • Services-computer integrated systems design • Delaware
EXHIBIT 10.7(a) Serus ASSET PURCHASE AGREEMENT by and among Netopia, Inc. Serus, LLC, Serus Acquisition Corporation, and Shayne McQuade, Mark Hendricks, Jody Rookstool, Scott Iverson, Todd Shepherd and Studeo, Inc. dated as of December 16, 1998Asset Purchase Agreement • December 29th, 1998 • Netopia Inc • Services-computer integrated systems design
1. Sale and Purchase. Upon the basis of the warranties and ----------------- representations and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree to sell to the...Underwriting Agreement • August 4th, 1999 • Netopia Inc • Services-computer integrated systems design • New York
FIRST AMENDMENT TO OFFICE LEASE ------------------------------- This FIRST AMENDMENT TO OFFICE LEASE ("First Amendment") is made and entered into as of May 1, 1997, by and between WHLW REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited partnership...Office Lease • December 19th, 1997 • Netopia Inc • Services-computer integrated systems design • California
A. Parent, the Company and Merger Sub (as defined below) have entered into an Agreement and Plan of Merger and Reorganization (the "Reorganization -------------- Agreement"), which provides for the merger (the "Merger") of a wholly-owned ---------...Voting Agreement • January 30th, 2001 • Netopia Inc • Services-computer integrated systems design • Delaware
2,300,000 Shares Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 1999 • Netopia Inc • Services-computer integrated systems design • New York
RECITALSNon-Competition Agreement • December 29th, 1998 • Netopia Inc • Services-computer integrated systems design • California
BACKGROUNDRegistration Rights Agreement • October 28th, 1999 • Netopia Inc • Services-computer integrated systems design • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • October 17th, 2001 • Netopia Inc • Computer communications equipment • Delaware
RECITALSRegistration Rights Agreement • December 29th, 1998 • Netopia Inc • Services-computer integrated systems design • California
A. Parent, the Company and Merger Sub (as defined below) have entered into an Agreement and Plan of Merger and Reorganization (the "Reorganization -------------- Agreement") which provides for the merger (the "Merger") of a wholly-owned ---------...Affiliate Agreement • January 30th, 2001 • Netopia Inc • Services-computer integrated systems design • Delaware
NETOPIA, INC.Stock Option Agreement • December 8th, 2000 • Netopia Inc • Services-computer integrated systems design • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 19th, 2005 • Netopia Inc • Computer communications equipment • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into effective as of April 18, 2005 between Netopia, Inc., a Delaware corporation (“the Company”) and Charles Constanti (“Indemnitee”).
EXHIBIT 2.1Agreement of Purchase and Sale of Assets • August 20th, 1998 • Netopia Inc • Services-computer integrated systems design • California
ARTICLE 1 CERTAIN DEFINITIONSMerger Agreement • October 28th, 1999 • Netopia Inc • Services-computer integrated systems design • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 6th, 2006 • Netopia Inc • Computer communications equipment • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into effective as of January 3, 2006 between Netopia, Inc., a Delaware corporation (“the Company”) and Raymond J. Smets (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER Among MOTOROLA, INC., MOTOROLA GTG SUBSIDIARY IV CORP. and NETOPIA, INC. Dated as of November 13, 2006Merger Agreement • November 14th, 2006 • Netopia Inc • Computer communications equipment • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of November 13, 2006, among Netopia, Inc., a Delaware corporation (the “Company”), Motorola, Inc., a Delaware corporation (“Parent”), and Motorola GTG Subsidiary IV Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
Silicon Valley Bank Loan and Security Agreement Borrower: Netopia, Inc. Address: 2470 Mariner Square Loop Alameda, CA 94501 Date: June___, 2002Loan and Security Agreement • August 14th, 2002 • Netopia Inc • Computer communications equipment • California
THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 with an office at 185 Berry Street, Suite 190, San Francisco, CA 94107 and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
EXHIBIT 2.2 AMENDMENT NO. 1 OF THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • October 17th, 2001 • Netopia Inc • Computer communications equipment • Delaware
BACKGROUNDRegistration Rights Agreement • April 7th, 2000 • Netopia Inc • Services-computer integrated systems design • Delaware
ANDAgreement and Plan of Reorganization • January 30th, 2001 • Netopia Inc • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER Among MOTOROLA, INC., MOTOROLA GTG SUBSIDIARY IV CORP. and NETOPIA, INC. Dated as of November 13, 2006Merger Agreement • December 12th, 2006 • Netopia Inc • Computer communications equipment • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of November 13, 2006, among Netopia, Inc., a Delaware corporation (the “Company”), Motorola, Inc., a Delaware corporation (“Parent”), and Motorola GTG Subsidiary IV Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
EXHIBIT 10.7(b) BILL OF SALE AND ASSIGNMENT This Bill of Sale and Assignment is made as of December 16, 1998, by Serus LLC, a Utah limited liability company (the "Seller") in favor of Serus Acquisition Corporation, a Delaware corporation (the...Bill of Sale and Assignment • December 29th, 1998 • Netopia Inc • Services-computer integrated systems design
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 15th, 2005 • Netopia Inc • Computer communications equipment • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into effective as of November 15, 2005 between Netopia, Inc., a Delaware corporation (“the Company”) and J. Francois Crepin (“Indemnitee”).
Amendment to Employment AgreementEmployment Agreement • April 11th, 2005 • Netopia Inc • Computer communications equipment
The Employment Agreement dated October 21, 2004 (the “Agreement”) by and between Mark H. Perry (the “Employee”) and Netopia, Inc. (the “Company”) is hereby amended as set forth below.
Amended and Restated Schedule to Loan and Security AgreementLoan and Security Agreement • August 9th, 2005 • Netopia Inc • Computer communications equipment
This Amended and Restated Schedule (this “Schedule”) forms an integral part of the Loan and Security Agreement, dated June 27, 2002 (as amended, restated, supplemented, or otherwise modified from time to time (including without limitation pursuant to the June 2005 Amendment referred to below), the “Loan Agreement” or “this Agreement”), between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”), and, effective as of the date hereof, this Schedule amends and restates in its entirety the prior Schedule to Loan and Security Agreement, dated June 27, 2002 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof), between Silicon and Borrower. This Schedule is the “Amended and Restated Schedule” referred to in Section 1 of the Amendment to Loan Documents, dated of even date herewith, between Borrower and Silicon (the “June 2005 Amendment”) relative to the Loan Agreement. The term “June 2005 Amendment Date” defined above here
LEASE EXTENSION DATED DECEMBER 5, 1996 EXTENSION TO LEASE DATED MARCH 1, 1996 BETWEEN BOBWHITE MEADOW, L.P. (LESSOR) AND FARALLON COMPUTING, INC. (LESEE) The Lease is amended by restating paragraphs 2 (page 1) and 5 (page 4) to read as follows: 2....Lease Extension • December 19th, 1997 • Netopia Inc • Services-computer integrated systems design
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2003 • Netopia Inc • Computer communications equipment • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 29, 2002, by and among Netopia, Inc., a Delaware corporation (“Netopia”), DoBox, Inc., a Delaware corporation (“DoBox”), and DB Holding Company, LLC, a Delaware limited liability company (“DBHC”).
Amendment to Loan DocumentsLoan Agreement • February 17th, 2004 • Netopia Inc • Computer communications equipment
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”).
Amendment to Loan DocumentsLoan Agreement • December 16th, 2005 • Netopia Inc • Computer communications equipment
THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 27th, 2004 • Netopia Inc • Computer communications equipment • California
This Employment Agreement (the “Agreement”) is entered into effective October 21, 2004, by and between Mark H. Perry (the “Employee”) and Netopia, Inc. (the “Company”), a Delaware corporation, headquartered at 6001 Shellmound Street, 4th Floor, Emeryville, California 94608 (the “Company”).
Amendment to Loan DocumentsLoan Agreement • February 9th, 2005 • Netopia Inc • Computer communications equipment
THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”).
Amendment to Loan DocumentsLoan Agreement • August 9th, 2005 • Netopia Inc • Computer communications equipment
THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”).
