AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • July 31st, 2000 • Ditech Corp • Telephone & telegraph apparatus • Delaware
EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 16th, 2000 • Ditech Corp • Telephone & telegraph apparatus • California
SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER This SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this "Amendment") is entered into as of December 18, 1998 by and among DITECH CORPORATION, a California corporation ("Borrower"), and...Credit Agreement • March 25th, 1999 • Ditech Corp • California
September 14, 1998 Mr. Pong Lim C/O Ditech Corporation 570 Maude Corporation Sunnyvale, CA 94086 Re: Employment Agreement Dear Pong: Congratulations on your election as Chairman of the Board for Ditech Corporation ("Ditech" or the "Company"). Ditech...Employment Agreement • March 25th, 1999 • Ditech Corp • California
DITECH CORPORATION CREDIT AGREEMENT TABLE OF CONTENTSCredit Agreement • March 25th, 1999 • Ditech Corp • California
DITECH CORPORATION AMENDED AND RESTATED REGISTRATION AGREEMENT THIS AGREEMENT is made as of March 19, 1999, by and among DITECH CORPORATION, a California corporation (the "Company"), the parties listed as Investors on the Schedule of Investors...Registration Agreement • March 25th, 1999 • Ditech Corp • California
RECITALSIntellectual Property Security Agreement • March 25th, 1999 • Ditech Corp • California
ARTICLE 1 RECITALSPatent License Agreement • September 13th, 1999 • Ditech Corp • Telephone & telegraph apparatus • California
EXHIBIT 99.3 AGREEMENT This Agreement (the "Agreement") is entered into as of this 31st day of January, 2000, by and among DITECH COMMUNICATIONS CORPORATION, a Delaware corporation (the "Company"), TELINNOVATION SERVICE CORPORATION, a California...Asset Purchase Agreement • February 16th, 2000 • Ditech Corp • Telephone & telegraph apparatus
EXHIBIT 10.11.2 FOURTH AMENDMENT TO CREDIT AGREEMENT, LIMITED WAIVER, AND FIRST AMENDMENT TO SECURITY AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT, LIMITED WAIVER, AND FIRST AMENDMENT TO SECURITY AGREEMENT (this "Amendment") is entered into as...Credit Agreement • December 13th, 2000 • Ditech Communications Corp • Telephone & telegraph apparatus • California
INDEMNITY AGREEMENTIndemnification Agreement • March 25th, 1999 • Ditech Corp • Delaware
AMENDMENT TOAgreement and Plan of Merger and Reorganization • August 8th, 2000 • Ditech Corp • Telephone & telegraph apparatus
Common StockEquity Underwriting Agreement • September 17th, 1999 • Ditech Corp • Telephone & telegraph apparatus • Maryland
Exhibit 10.11.1 THIRD AMENDMENT TO CREDIT AGREEMENT ----------------------------------- This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of August 6, 1999 by and among DITECH COMMUNICATIONS CORPORATION, a Delaware...Credit Agreement • September 8th, 1999 • Ditech Corp • Telephone & telegraph apparatus • California
RECITALS:Lease Agreement • July 31st, 2000 • Ditech Corp • Telephone & telegraph apparatus
SECURITY AGREEMENT This Security Agreement is entered into as of August 20, 1997, between Ditech Corporation, a California corporation ("Grantor"), and BankBoston, N.A. ("Secured Party"). PRELIMINARY STATEMENTS A. Grantor and Secured Party have...Security Agreement • March 25th, 1999 • Ditech Corp • California
EXHIBIT 10.18 DITECH CORPORATION STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 15th day of September, 1997, by and between DITECH CORPORATION, a California corporation (the "Company"), and WILLIAM HASLER...Stock Purchase Agreement • May 12th, 1999 • Ditech Corp • Telephone & telegraph apparatus • California
DITECH COMMUNICATIONS CORPORATION AND WELLS FARGO BANK MINNESOTA, N.A. AS RIGHTS AGENTRights Agreement • March 30th, 2001 • Ditech Communications Corp • Telephone & telegraph apparatus • Delaware
DATE] Timothy K. Montgomery 15000 Bonnie Brae Lane Saratoga, CA 95070 Re: Employment Agreement Dear Tim: Ditech Corporation ("Ditech" or the "Company") is pleased to continue your employment as President and Chief Executive Officer ("CEO") of Ditech...Employment Agreement • March 25th, 1999 • Ditech Corp • California
DITECH COMMUNICATIONS CORPORATION 1999 NON-OFFICER EQUITY INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENT Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, Ditech Communications Corporation (the "Company")...Nonstatutory Stock Option Agreement • February 10th, 2000 • Ditech Corp • Telephone & telegraph apparatus
LEASE AGREEMENT between ECI MONTAGUE LLC as “Landlord” and DITECH NETWORKS, INC. as “Tenant”Lease Agreement • March 13th, 2012 • Ditech Networks Inc • Telephone & telegraph apparatus
Maintenance, Operating Costs and Taxes: This is a “triple net lease” where Tenant is responsible (a) for maintenance and for payment of certain expenses directly to providers, and (b) to reimburse Landlord for Tenant’s Share of “Operating Costs” and “Taxes”, all in accordance with the applicable provisions of the Lease.
RESELLER AGREEMENTReseller Agreement • February 11th, 2010 • Ditech Networks Inc • Telephone & telegraph apparatus • California
This Reseller Agreement (this “Agreement”) is entered into as of September 10, 2009 (the “Effective Date”), by and between Ditech Networks, Inc., a Delaware corporation doing business at 825 East Middlefield Road, Mountain View, CA 94043 (“Ditech”), and Simulscribe LLC, with offices at 110 East 59th Street, New York, NY 10022 (“Simulscribe”).
DITECH NETWORKS, INC. MOUNTAIN VIEW, CA. 94043Agreement • September 3rd, 2009 • Ditech Networks Inc • Telephone & telegraph apparatus • Delaware
The following sets forth the agreement (the “Agreement”) between Lamassu Holdings L.L.C. and each of its affiliates listed in the signature blocks below (collectively, “Lamassu”), and Ditech Networks, Inc. (“Ditech”):
LEASE AGREEMENT (NNN R&D) BASIC LEASE INFORMATIONLease Agreement • March 25th, 1999 • Ditech Corp • California
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 8th, 2003 • Ditech Communications Corp • Telephone & telegraph apparatus
This First Amendment to Loan and Security Agreement is entered into as of August 28, 2003 (the “Amendment”), by and between COMERICA BANK, successor in interest to COMERICA BANK – CALIFORNIA (“Bank”) and DITECH COMMUNICATIONS CORPORATION (“Borrower”).
MASTER AGREEMENTMaster Agreement • March 25th, 1999 • Ditech Corp • Massachusetts
ASSET PURCHASE AGREEMENT by and between: DITECH COMMUNICATIONS CORPORATION, a Delaware corporation, and JDS UNIPHASE CORPORATION, a Delaware corporationAsset Purchase Agreement • July 30th, 2003 • Ditech Communications Corp • Telephone & telegraph apparatus • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 16, 2003, by and between DITECH COMMUNICATIONS CORPORATION, a Delaware corporation (the “Seller”), and JDS UNIPHASE CORPORATION, a Delaware corporation, (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • September 23rd, 2005 • Ditech Communications Corp • Telephone & telegraph apparatus
This FOURTH AMENDMENT TO LEASE AGREEMENT (the “Fourth Amendment”) dated July 31, 2005, is between Middlefield II LLC, a Delaware limited liability company (“Landlord”), and DITECH Communication Corporation, a California corporation, f/k/a DITECH Corporation (“Tenant”).
CONFIDENTIAL SEVERANCE AND RELEASE AGREEMENTSeverance Agreement • July 14th, 2010 • Ditech Networks Inc • Telephone & telegraph apparatus • California
This Confidential Severance and Release Agreement (“Agreement”) is entered into by and between Lowell Trangsrud (“Employee” or “Trangsrud”) and Ditech Networks, Inc., as well as any of its past or present parent, subsidiary, related, affiliated, predecessor, and/or successor corporations and entities, insurers, officers, directors, shareholders, representatives, agents, and employees (collectively “Company” or “Ditech”), for the following purposes and with reference to the following facts:
DITECH NETWORKS, INC. 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 12th, 2007 • Ditech Networks Inc • Telephone & telegraph apparatus • California
Pursuant to the Notice of Grant of Award (“Grant Notice”) and this Restricted Stock Unit Award Agreement (“Agreement”), Ditech Networks, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award pursuant to Section 7(c) of the Company’s 2006 Equity Incentive Plan (the “Plan”) for the number of Restricted Stock Units as indicated in the Grant Notice (collectively, the “Award”). Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. Subject to adjustment and the terms and conditions as provided herein and in the Plan, each Restricted Stock Unit shall represent the right to receive one (1) share of Common Stock.
Amendment No. 1 to the Reseller AgreementReseller Agreement • July 14th, 2010 • Ditech Networks Inc • Telephone & telegraph apparatus
This Amendment No. 1 to the Reseller Agreement (the “Amendment”), is executed on the date when signed by the last Party hereto, is effective as of February 1, 2010 (the “Amendment Effective Date”), and is entered into by and between Ditech Networks, Inc., having an office at 825 E. Middlefield Road, Mountain View, California 94043 (“Ditech”) and Simulscribe LLC, with offices at 885 Second Avenue, New York, NY 10017 (“Simulscribe”), each of which may be referred to in the singular as “Party” or in the plural as “Parties.”
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • July 8th, 2010 • Ditech Networks Inc • Telephone & telegraph apparatus • Delaware
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”) is made as of the 7th day of July, 2010, by and between DITECH NETWORKS, INC., a Delaware corporation (formerly Ditech Communications Corporation, the “Company”), and WELLS FARGO BANK, N.A. (the “Rights Agent”).
AMENDMENT NO. 2 to TELOGY SOFTWARE LICENSE AGREEMENT between DITECH COMMUNICATIONS CORPORATION and TEXAS INSTRUMENTS INCORPORATEDTelogy Software License Agreement • July 7th, 2006 • Ditech Networks Inc • Telephone & telegraph apparatus
THIS AMENDMENT NO. 2 (this “Amendment”) to the Telogy Software License Agreement effective as of April 16, 2002 (the “Master Agreement”), as amended on the 21st of May, 2003 (“Amendment No. 1”), by and between Ditech Communications Corporation, having a place of business at 825 East Middlefield Rd., Mountain View, CA 94043, (“Licensee”) and Texas Instruments Incorporated (“TI”), having a place of business at 12500 TI Boulevard, Dallas, TX 75243-4136 (Texas Instruments, together with its wholly owned subsidiary Telogy Networks, Inc. and other Texas Instruments subsidiaries is referred to herein as “Telogy”), is hereby entered into as of this 23 day of March, 2006 (“Amendment No. 2 Effective Date”).
SEVERANCE AND RELEASE AGREEMENTSeverance and Release Agreement • July 10th, 2008 • Ditech Networks Inc • Telephone & telegraph apparatus • California
This Severance and Release Agreement (“Agreement”) is entered into by and between Gary Testa (“Employee” or “Testa”) and Ditech Networks, Inc., as well as any of its past or present parent, subsidiary, related, affiliated, predecessor, and/or successor corporations and entities, insurers, officers, directors, shareholders, representatives, agents, and employees (collectively “Company” or “Ditech”), for the following purposes and with reference to the following facts:
AMENDMENT NO. 1 to TELOGY SOFTWARE LICENSE AGREEMENT between DITECH COMMUNICATIONS CORPORATION and TEXAS INSTRUMENTS INCORPORATEDSoftware License Agreement • September 15th, 2003 • Ditech Communications Corp • Telephone & telegraph apparatus
THIS AMENDMENT NO. 1 (this “Amendment”) to the Telogy Software License Agreement effective as of April 16, 2002 (the “Master Agreement”), by and between Ditech Communications Corporation, having a place of business at 825 East Middlefield Rd., Mountain View, CA 94043, (“Licensee”) and Texas Instruments Incorporated (“TI”), having a place of business at 12500 TI Boulevard, Dallas, TX 75243-4136 (Texas Instruments, together with its wholly owned subsidiary Telogy Networks, Inc. and other Texas Instruments subsidiaries is referred to herein as “Telogy”), is hereby entered into as of this 21st day of May, 2003 (“Amendment Effective Date”).
