EXHIBIT 10.9 INDEMNITY AGREEMENT ------------------- AGREEMENT, effective as of _____________, 2000 between Netpliance, Inc., a Delaware corporation (the "Company"), and ___________________ (the "Indemnitee"). WHEREAS, it is essential to the Company...Indemnification Agreement • February 2nd, 2000 • Netpliance Inc • Services-computer processing & data preparation • Delaware
AGREEMENT ---------Acquisition Agreement • March 27th, 2001 • Netpliance Inc • Services-computer processing & data preparation • Georgia
Exhibit 10.10 PLEDGE AGREEMENT PLEDGE AGREEMENT (this "Agreement"), dated as of November 8, 1999, between James E. Cahill (together with his heirs, executor, legal representatives and assigns, the "Pledgor") and Netpliance Inc., a Texas corporation...Pledge Agreement • March 27th, 2002 • Tippingpoint Technologies Inc • Electronic computers • Texas
Exhibit (d)(2) -------------- NETPLIANCE, INC. RESTRICTED STOCK AGREEMENT THIS AGREEMENT (this "Agreement"), effective as of ____________, 2001, is made and entered into by and between Netpliance, Inc., a Delaware corporation (the "Company"), and...Restricted Stock Agreement • April 4th, 2001 • Netpliance Inc • Services-computer processing & data preparation • Texas
Master Agreement GTE Internetworking Services ___________________________ I N T E R N E T W O R K I N G Rev. February 19, 1998 POWERED BY BBN This Master Agreement between GTE Internet Incorporated ("us") and the Customer Identified below ("you")...Master Agreement • March 9th, 2000 • Netpliance Inc • Services-computer processing & data preparation • Massachusetts
Exhibit 5.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of October 2, 2002 by and among TippingPoint Technologies, Inc. (the "Company"), and certain purchasers of the Company's capital stock listed on...Registration Rights Agreement • October 4th, 2002 • Tippingpoint Technologies Inc • Electronic computers • Delaware
Exhibit (a)(1) -------------- OFFER TO PURCHASE NETPLIANCE, INC. Offer to Purchase Outstanding Options With an Exercise Price of $1.00 or More In Exchange for Shares of Netpliance Common Stock...Offer to Purchase • April 4th, 2001 • Netpliance Inc • Services-computer processing & data preparation
Exhibit 5.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is entered into as of October 2, 2002 by and among TippingPoint Technologies, Inc., a Delaware corporation (the "Company"), and the purchasers identified on the...Stock Purchase Agreement • October 4th, 2002 • Tippingpoint Technologies Inc • Electronic computers • Delaware
Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of March 1, 2001, by and between Netpliance, Inc., a Delaware corporation (the "Company"), and James E. Cahill ("Employee"). WHEREAS, the Company desires to...Employment Agreement • March 27th, 2002 • Tippingpoint Technologies Inc • Electronic computers • Texas
Shares ---------- NETPLIANCE, INC. Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • March 15th, 2000 • Netpliance Inc • Services-computer processing & data preparation • New York
Exhibit 10.12 PLEDGE AGREEMENT PLEDGE AGREEMENT (this "Agreement"), dated as of June 30, 1999, between Craig Cantrell (together with his heirs, executor, legal representatives and assigns, the "Pledgor") and Netpliance Inc., a Texas corporation...Pledge Agreement • March 27th, 2002 • Tippingpoint Technologies Inc • Electronic computers • Texas
OEM PURCHASE AGREEMENT BETWEEN NETPLIANCE, INC. AND QUANTA COMPUTER FOR NETPLIANCE INTERNET PERSONAL ACCESS DEVICEOem Purchase Agreement • March 9th, 2000 • Netpliance Inc • Services-computer processing & data preparation • Texas
RECITALSLoan and Security Agreement • August 5th, 2002 • Tippingpoint Technologies Inc • Electronic computers • California
THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of --------- December 22, 1999 (the "Effective Date") by and among Netpliance, Inc., a Texas --------------- corporation (the "Company"), and US WEST Internet Ventures, Inc. (the...Voting Agreement • February 2nd, 2000 • Netpliance Inc • Services-computer processing & data preparation • Texas
EXHIBIT 10.6 AMENDED AND RESTATED RIGHTS AGREEMENT This Amended and Restated Rights Agreement (this "Rights Agreement") is made as of December 2, 1999 by and among Netpliance, Inc. (the "Corporation"), and the holders of the Corporation's Series B...Rights Agreement • January 14th, 2000 • Netpliance Inc • Services-computer processing & data preparation • Texas
EXHIBIT 10.3 SUBLEASE AGREEMENT This Sublease is made this _______ day of _______________, 1999 at Travis County, Texas by and between POWERSHIFT VENTURES, LLC, (herein, "SUBLESSOR"), and SHBANG! INC., (herein, "SUBLESSEE"). RECITALS: A. Pursuant to...Sublease Agreement • January 14th, 2000 • Netpliance Inc • Services-computer processing & data preparation
AGREEMENT AND PLAN OF MERGER by and among 3COM CORPORATION TOPAZ ACQUISITION CORPORATION and TIPPINGPOINT TECHNOLOGIES, INC. Dated as of December 13, 2004Merger Agreement • December 16th, 2004 • Tippingpoint Technologies Inc • Electronic computers • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of December 13, 2004 (the “Agreement”), by and among 3Com Corporation, a Delaware corporation (“Parent”), Topaz Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and TippingPoint Technologies, Inc., a Delaware corporation (the “Company”).
Master Agreement GTE Internetworking Services ___________________________ I N T E R N E T W O R K I N G Rev. February 19, 1998 POWERED BY BBN This Master Agreement between GTE Internet Incorporated ("us") and the Customer Identified below ("you")...Master Agreement • February 2nd, 2000 • Netpliance Inc • Services-computer processing & data preparation • Massachusetts
EXHIBIT 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of August 22, 2000, by and between Netpliance, Inc., a Delaware corporation (the "Company"), and Francis S. (Kit) Webster ("Employee"). WHEREAS, the Company...Employment Agreement • November 13th, 2000 • Netpliance Inc • Services-computer processing & data preparation • Texas
EXHIBIT 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of February 1, 1999, by and between Shbang! Inc., a Texas corporation (the "Company"), and Ken Kalinoski ("Employee"). WHEREAS, pursuant to the terms of that...Employment Agreement • January 14th, 2000 • Netpliance Inc • Services-computer processing & data preparation • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • April 20th, 2004 • Tippingpoint Technologies Inc • Electronic computers • Texas
This Employment Agreement (the “Employment Agreement”), dated as of April 13, 2004, is between TippingPoint Technologies, Inc. (the “Company”), and Kip McClanahan (the “Executive”).
COMPANY VOTING AGREEMENTVoting Agreement • December 23rd, 2004 • Tippingpoint Technologies Inc • Electronic computers • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2004, by and among 3Com Corporation, a Delaware corporation (“Parent”), TippingPoint Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (“Stockholder”) of the Company.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 1st, 2004 • Tippingpoint Technologies Inc • Electronic computers
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of July 29, 2004, by and between COMERICA BANK, successor by merger to COMERICA BANK-CALIFORNIA (“Bank”) and TIPPINGPOINT TECHNOLOGIES, INC (“Borrower”).
EXHIBIT 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of February 1, 1999, by and between Shbang! Inc., a Texas corporation (the "Company"), and Kent Savage ("Employee"). WHEREAS, the Company desires to obtain the...Employment Agreement • January 14th, 2000 • Netpliance Inc • Services-computer processing & data preparation • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2003 • Tippingpoint Technologies Inc • Electronic computers • Texas
This Employment Agreement (this “Agreement”) is made as of September 10, 2003, by and between TippingPoint Technologies, Inc., a Delaware corporation (the “Company”), and James A. Hamilton (“Employee”).
FIRST AMENDMENT TO INDUCEMENT RESTRICTED STOCK AGREEMENTInducement Restricted Stock Agreement • December 21st, 2004 • Tippingpoint Technologies Inc • Electronic computers
The First Amendment to the inducement restricted stock agreement (the “Restricted Stock Agreement”) entered into by and between James A. Hamilton (“Grantee”) and TippingPoint Technologies, Inc., a Delaware corporation (the “Company”) as of September 15, 2003 is dated and effective as of December 16, 2004 (the “Amendment”). Any capitalized term used but not defined in this Amendment shall have the meaning given such term in the Restricted Stock Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 21st, 2003 • Tippingpoint Technologies Inc • Electronic computers • Delaware
This Stock Purchase Agreement (this “Agreement”) is entered into as of October 17, 2003 by and among TippingPoint Technologies, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the Schedule of Investors (the “Purchasers”) attached hereto as Exhibit A (the “Schedule of Investors”).
EXHIBIT 4.3 AMENDED AND RESTATED SERIES D AND SERIES E RIGHTS AGREEMENT This AMENDED AND RESTATED SERIES D AND SERIES E RIGHTS AGREEMENT (this "Rights Agreement") is made as of February 7, 2000 by and among Netpliance, Inc. (the "Corporation"), the...Series D and Series E Rights Agreement • February 25th, 2000 • Netpliance Inc • Services-computer processing & data preparation • Texas
FIRST AMENDMENT TO LEASELease • September 1st, 2004 • Tippingpoint Technologies Inc • Electronic computers
This First Amendment to Lease (this “First Amendment”) is made as of May 1, 2004 (the “Effective Date”) by and between HUB PROPERTIES LLC, a Massachusetts limited liability company (“Lessor”), and TIPPINGPOINT TECHNOLOGIES, INC., a Delaware corporation (“Lessee”).
BetweenOffice Lease • February 25th, 2000 • Netpliance Inc • Services-computer processing & data preparation
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2003 • Tippingpoint Technologies Inc • Electronic computers • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 17, 2003 by and among TippingPoint Technologies, Inc. (the “Company”), and certain purchasers of the Company’s capital stock listed on the signature pages below (the “Holders”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2004 • Tippingpoint Technologies Inc • Electronic computers
This Second Amendment to Employment Agreement (this “Amendment”) dated is made and entered into effective as of December 16, 2004 (the “Effective Date”), by and between TippingPoint Technologies, Inc., a Delaware corporation (the “Company”), and James A. Hamilton (“Employee” and together, the “Parties”). Any capitalized term used but not defined in this Amendment shall have the meaning given such term in the Original Agreement (as defined below).
March 2, 2001Termination Agreement • May 11th, 2001 • Netpliance Inc • Electronic computers • Texas
TIPPINGPOINT TECHNOLOGIES, INC. INDUCEMENT RESTRICTED STOCK AGREEMENTInducement Restricted Stock Agreement • December 12th, 2003 • Tippingpoint Technologies Inc • Electronic computers • Texas
THIS AGREEMENT (this “Agreement”), effective as of September 15, 2003, is made and entered into by and between TippingPoint Technologies, Inc., a Delaware corporation (the “Company”), and James A. Hamilton (the “Grantee”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 28th, 2003 • Tippingpoint Technologies Inc • Electronic computers
This First Amendment to Loan and Security Agreement is entered into as of March 24, 2003 (the “Amendment”), by and between COMERICA BANK-CALIFORNIA (“Bank”) and TIPPINGPOINT TECHNOLOGIES, INC. (“Borrower”).
