Orckit Communications LTD Sample Contracts

ORCKIT COMMUNICATIONS LTD. UNDERWRITING AGREEMENT
Underwriting Agreement • November 30th, 2010 • Orckit Communications LTD • Telephone & telegraph apparatus • New York
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STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • August 4th, 2010 • Orckit Communications LTD • Telephone & telegraph apparatus • New York

THIS AGREEMENT dated as of the 3rd day of August 2010 (this “Agreement”) between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the “Investor”), and ORCKIT COMMUNICATIONS LTD., a corporation organized and existing under the laws of the State of Israel (the “Company”).

Subscription Agreement
Subscription Agreement • April 14th, 2010 • Orckit Communications LTD • Telephone & telegraph apparatus • New York

This Subscription Agreement (this “Agreement”) is dated March 29, 2010, by and between the investor identified on the signature page hereto (the “Investor”) and Orckit Communications Ltd., an Israeli corporation (the “Company”), whereby the parties agree as follows:

Subscription Agreement
Subscription Agreement • December 30th, 2010 • Orckit Communications LTD • Telephone & telegraph apparatus • New York

This Subscription Agreement (this “Agreement”) is dated November 30, 2010, by and between the investor identified on the signature page hereto (the “Investor”) and Orckit Communications Ltd., an Israeli corporation (the “Company”), whereby the parties agree as follows:

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2006 • Orckit Communications LTD • Telephone & telegraph apparatus

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amended Agreement”), dated as of June 23, 2005, between Orckit Communications Ltd. (the “Company”) and Eric Paneth (the “Office Holder”).

CONVERTIBLE LOAN AGREEMENT
Convertible Loan Agreement • May 15th, 2012 • Orckit Communications LTD • Telephone & telegraph apparatus

THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) made as of the 29th day of March, 2012, by and among Orckit Communications Ltd., a company governed by the laws of the State of Israel (the “Company”) and Izhak Tamir (the “Lender”).

PLACEMENT AGENCY AGREEMENT March 29, 2010
Placement Agency Agreement • March 29th, 2010 • Orckit Communications LTD • Telephone & telegraph apparatus • New York
EXHIBIT B
Guaranty • March 13th, 2013 • Orckit Communications LTD • Telephone & telegraph apparatus

This irrevocable guaranty (“Guaranty”) is entered into as of __ March 2013, by Orckit-Corrigent Ltd., an Israeli company (“Guarantor”), in favor of Hudson Bay IP Opportunities Master Fund, LP ("HBIP") and Hudson Bay Master Fund Ltd. ("HB Master Fund", and together with HBIP, collectively, "Hudson").

GUARANTY
Guaranty • March 13th, 2013 • Orckit Communications LTD • Telephone & telegraph apparatus

No failure on the part of Payee to exercise, no delay in exercising and no course of dealing with respect to, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. This Guaranty may not be amended or modified except by written agreement between Guarantor and Payee.

EXHIBIT C FORM OF SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • March 13th, 2013 • Orckit Communications LTD • Telephone & telegraph apparatus • New York

PLEDGE AND SECURITY AGREEMENT, dated as of March [__], 2013, made by each of the Grantors referred to below, in favor of Hudson Bay IP Opportunities Master Fund, LP, in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity, if any, the "Collateral Agent").

AMENDMENT NO. 2 TO BONUS RIGHTS AGREEMENT
Bonus Rights Agreement • December 8th, 2011 • Orckit Communications LTD • Telephone & telegraph apparatus

Amendment No. 2, dated as of December 5, 2011 (this “Amendment”), to the Bonus Rights Agreement, dated as of November 20, 2001, as amended by Amendment No.1 on February 27, 2003 (the “Rights Agreement”), between Orckit Communications Ltd., an Israeli corporation (the “Company”), and American Stock Transfer & Trust Company, LLC as Rights Agent (the “Rights Agent”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 13th, 2013 • Orckit Communications LTD • Telephone & telegraph apparatus • New York

NOTE PURCHASE AGREEMENT, dated as of March 12, 2013 (this "Agreement"), by and among Orckit Communications Ltd., an Israeli limited company (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers", and together with the Company, the "Parties" and each, a "Party").

STRATEGIC INVESTMENT AGREEMENT
Strategic Investment Agreement • March 13th, 2013 • Orckit Communications LTD • Telephone & telegraph apparatus • Delaware

STRATEGIC INVESTMENT AGREEMENT, dated as of 12 March 2013 (this “Agreement”), by and between Orckit Communications Ltd., an Israeli company (“Orckit”), and Networks3 Inc., a Delaware corporation (“Networks3”). Certain capitalized terms are defined in Section 7.17.

INVESTORS’ RIGHTS AGREEMENT
Investors' Rights Agreement • March 13th, 2013 • Orckit Communications LTD • Telephone & telegraph apparatus • Delaware

INVESTORS’ RIGHTS AGREEMENT, dated as of • 2013 (this “Agreement”), by and among Networks3 Inc., a Delaware corporation (“Networks3”), and the persons and entities listed on Annex A (the “Investors”). Certain capitalized terms are defined in Section 7.22.

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