300 CONSTITUTION DRIVE OFFICE LEASEInterwave Communications International LTD • January 19th, 2000 • Radio & tv broadcasting & communications equipment • California
CONFIDENTIALITY REQUESTED CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. REVISED OEM PURCHASE AGREEMENT THIS AGREEMENT NO....Purchase Agreement • December 17th, 1999 • Interwave Communications International LTD • California
RECITALSRegistration Rights Agreement • December 17th, 1999 • Interwave Communications International LTD • California
EXHIBIT 10.8 ASSIGNMENT AGREEMENT AND CONSENT TO ASSIGNMENT THIS ASSIGNMENT AGREEMENT AND CONSENT TO ASSIGNMENT, effective as of the Effective Date (as defined herein), is by and among ADC Telecommunications, Inc., a Minnesota corporation with its...Assignment Agreement • December 17th, 1999 • Interwave Communications International LTD
THIS ASSIGNMENT AGREEMENT AND CONSENT TO ASSIGNMENT, effective as of the Effective Date (as defined herein), is by and among ADC Telecommunications, Inc., a Minnesota corporation with its principal place of business at 12501 Whitewater Drive, Minnetonka, MN 55345 ("ADC"), INTERWAVE Communications B.V., a company incorporated in the Netherlands with offices at Emmeplein 5, 1075 AW Amsterdam, The Netherlands ("INTERWAVE") and MicroCellular Systems, Ltd., a UK corporation with its principal place of business at Centenial Court, No. Wing, First Floor, Suite G, Easthampstead Road, Bracknell, Berkshire, England RG12 1YQ ("MicroCellular").
8,500,000 Shares (a) Common Stock ($.001 par value)Interwave Communications International LTD • January 27th, 2000 • Radio & tv broadcasting & communications equipment • New York
300 CONSTITUTION DRIVE OFFICE LEASEInterwave Communications International LTD • December 17th, 1999 • California
RECITALSSoftware License Agreement • January 19th, 2000 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California
ANDPatent License Agreement • January 19th, 2000 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California
EXHIBIT 10.1 INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of September ____, 1999, by and between Interwave Communications International, Ltd., a Bermuda...Indemnification Agreement • December 17th, 1999 • Interwave Communications International LTD • Delaware
BETWEENStock Purchase Agreement • August 11th, 2000 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment
LETTERHEAD] ------------------------------------------------------------------- ------------- S U B L E A S E ------------------------------------------------- -------------------------------Interwave Communications International LTD • March 9th, 2000 • Radio & tv broadcasting & communications equipment
EXHIBIT 10.6 REVISED OEM PURCHASE AGREEMENT THIS AGREEMENT NO. [ ........] is made this [ 27TH ] day of [March ] 1998 BETWEEN A) NORTHERN TELECOM LIMITED, a company incorporated under the laws of Canada, having an office at 8200 Dixie Road, Brampton,...Oem Purchase Agreement • January 19th, 2000 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California
September 30, 2003 Employment Agreement Lars Lindell interWAVE Communications Dear Lars,Employment Agreement • March 25th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment
The following employment terms supercede and replace all previous oral and/or written agreements between interWAVE Communications International Ltd. (Company), its subsidiaries and all affiliated entities and Lars Lindell.
STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE—NET (Do not use this form for Multi-Tenant Property) AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATIONInterwave Communications International LTD • September 29th, 2003 • Radio & tv broadcasting & communications equipment
RECITALSProduct Development Services Agreement • December 17th, 1999 • Interwave Communications International LTD • California
BETWEENBase Station System Agreement • January 28th, 2000 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • England
INTERWAVE COMMUNICATIONS INTERNATIONAL LTD. AND WELLS FARGO BANK MINNESOTA, N.A. PREFERRED SHARE RIGHTS AGREEMENT Dated as of December 2, 2003Preferred Share Rights Agreement • December 18th, 2003 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • Delaware
This Preferred Share Rights Agreement is dated as of December 2, 2003, between Interwave Communications International Ltd., a company organized under the laws of Bermuda, (the “Company”), and Wells Fargo Bank Minnesota, N.A. (the “Rights Agent”).
AMENDMENT TO OEM AGREEMENT BETWEEN UTSTARCOM, INC. AND INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD., DATED JULY 14, 2000Stock Purchase Agreement • November 15th, 2002 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California
This Amendment is dated and entered into as of the 27th day of September 2002 by and between UTStarcom, Inc., a Delaware corporation with its place of business at 1275 Harbor Bay Parkway, Alameda, CA 94502, USA (hereinafter referred to as “UTStarcom”) and Interwave Communications International, Ltd., a Bermuda company having offices at Clarendon House, 2 Church Street, Hamilton HM DX, Bermuda (hereinafter referred to as “Interwave”) (collectively, the “Parties”).
INTERWAVE COMMUNICATIONS INTERNATIONAL LTD AMENDMENT TO RIGHTS AGREEMENTRights Agreement • August 25th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of July 27, 2004 between INTERWAVE COMMUNICATIONS INTERNATIONAL LTD., a Bermuda company (the "Company"), and WELLS FARGO BANK MINNESOTA, N.A. (the "Rights Agent").
Amendment to Loan DocumentsInterwave Communications International LTD • October 13th, 2004 • Radio & tv broadcasting & communications equipment • California
THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is entered into between PARTNERS FOR GROWTH, L.P. (“PFG”), and the borrower named above (“Borrower”).
interWAVE Communications, Inc.Employment Agreement • November 14th, 2003 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment
interWAVE Communications International, Ltd.Employment Agreement • October 13th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment
SPECIALTY FINANCE DIVISION ACCOUNTS RECEIVABLE FINANCING AGREEMENTAccounts Receivable Financing Agreement • October 13th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment
This ACCOUNTS RECEIVABLE FINANCING AGREEMENT (the “Agreement”), dated as of June 30, 2003 is between Silicon Valley Bank, Specialty Finance Division of (“Bank”), and INTERWAVE COMMUNICATIONS, INC., a Delaware corporation, (“Borrower”), whose address is 2495 Leghorn, Mountain View, California 94043 and with a FAX number of 650-967-1293.
ASSET PURCHASE AGREEMENT BY AND AMONG INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD, INTERWAVE ADVANCED COMMUNICATIONS, INC. AND GBASE COMMUNICATIONS Dated as of August 16, 2002Asset Purchase Agreement • November 15th, 2002 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 16, 2002, by and among interWAVE Communications International, Ltd, a Bermuda corporation (“Parent”), interWAVE Advanced Communications, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Buyer”) and GBase Communications, a California corporation (“Seller”). Parent, Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
interWAVE Communications, Inc.Employment Agreement • November 14th, 2003 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment
AMENDMENT NO. 2 OF THE AGREEMENT AND PLAN OF AMALGAMATIONThe Agreement and Plan of Amalgamation • October 18th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • New York
THIS AMENDMENT NO. 2 OF THE AGREEMENT AND PLAN OF AMALGAMATION (this “Amendment”), amends the Agreement and Plan of Amalgamation by and among ALVARION LTD., an Israeli company (“Alvarion”), ALVARION MOBILE INC., a Delaware corporation and wholly owned subsidiary of Alvarion (“Merger Sub”) and INTERWAVE COMMUNICATIONS INTERNATIONAL LTD., a Bermuda company (“Interwave”), dated July 27, 2004 (the “Amalgamation Agreement”), and is entered into as of October 16, 2004. Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Amalgamation Agreement.
Loan and Security AgreementSecurity Agreement • October 13th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California
THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between PARTNERS FOR GROWTH, L.P. (“PFG”), whose address is 560 Mission Street, 3rd floor, San Francisco, CA 94105 and the borrower named above (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.)
INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD. STOCK OPTION AGREEMENTSupplemental Stock Plan • April 20th, 2001 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
VOTING AGREEMENTVoting Agreement • July 29th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • New York
THIS VOTING AGREEMENT (the “Agreement”) dated July 27, 2004 among Alvarion Ltd. (“Alvarion”) and the persons and entities listed in Schedule I hereto (each a “Shareholder,” and collectively, the “Shareholders”).
AGREEMENT AND PLAN OF MERGER Dated as of March , 2001 by and among interWAVE COMMUNICATIONS INTERNATIONAL, LTD. IWAV SUB, INC. And WIRELESS, INC.Agreement and Plan of Merger • June 22nd, 2001 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California
AGREEMENT AND PLAN OF MERGER dated as of March , 2001, by and among interWAVE COMMUNICATIONS INTERNATIONAL LTD., a corporation organized under the laws of Bermuda ("Parent"), IWAV SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and, WIRELESS, INC., a Delaware corporation (the "Company").
AMENDMENT TO ACCOUNTS RECEIVABLE FINANCING AGREEMENTAccounts Receivable Financing Agreement • October 13th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment
THIS AMENDMENT TO ACCOUNTS RECEIVABLE FINANCING AGREEMENT is entered into between SILICON VALLEY BANK (“Bank”) and INTERWAVE COMMUNICATIONS, INC. (“Borrower”), as of June 28, 2004.
SILICON VALLEY BANK SPECIALTY FINANCE DIVISION AMENDMENT TO ACCOUNTS RECEIVABLE FINANCING DOCUMENTSFinancing Agreement • October 13th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment
THIS AMENDMENT TO ACCOUNTS RECEIVABLE FINANCING DOCUMENTS is entered into between SILICON VALLEY BANK (“Bank”) and INTERWAVE COMMUNICATIONS, INC. (“Borrower”), as of September 24, 2003.
QuickLinks -- Click here to rapidly navigate through this documentOffice Lease Agreement • September 29th, 2003 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California
THIS 300 CONSTITUTION DRIVE OFFICE LEASE AGREEMENT TO TERMINATE (the "Agreement") is made as of September 19, 2003, by and between TYCO ELECTRONICS CORPORATION, a Pennsylvania corporation ("Landlord"), and INTERWAVE COMMUNICATIONS, INC., a Delaware corporation ("Tenant").
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • February 14th, 2003 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California
This Technology License Agreement, including the exhibits attached hereto (together, the “Agreement”), is entered into by and between interWAVE Communications International Ltd. (“ICI”), a Bermuda corporation, interWAVE Advanced Communications, Inc. (“IACI”), a Delaware Corporation (ICI and IACI, collectively, “Interwave”), and Telos Engineering (Bermuda) Ltd. (“Telos”), an exempted limited liability company organized under the laws of Bermuda, effective as of October 10, 2002 (the “Effective Date”).
AGREEMENT AND PLAN OF AMALGAMATION BY AND AMONG Alvarion Ltd. Alvarion Mobile Inc. AND Interwave Communications International Ltd. DATED AS OF JULY 27, 2004Agreement and Plan of Amalgamation • July 29th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • New York
This AGREEMENT AND PLAN OF AMALGAMATION (the “Agreement”) is made and entered into as of July 27, 2004, by and between Alvarion Ltd. (“Alvarion”), an Israeli company, Alvarion Mobile Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Alvarion, and Interwave Communications International Ltd. (“Interwave”) a Bermuda company.
