Ikanos Communications, Inc. Sample Contracts

CUSIP No. 45173E
Agreement • February 14th, 2006 • Ikanos Communications • Telephone & telegraph apparatus

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Ikanos Communications, Inc.

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IKANOS COMMUNICATIONS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 5th, 2013 • Ikanos Communications • Telephone & telegraph apparatus • New York

Ikanos Communications, Inc., a Delaware corporation (the “Company”), proposes to issue and sell shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”

Ikanos Communications, Inc. Sharesa/ Common Stock ($0.001 par value) Underwriting Agreement
Underwriting Agreement • September 1st, 2005 • Ikanos Communications • Telephone & telegraph apparatus • New York

Citigroup Global Markets Inc. Lehman Brothers Inc. Deutsche Bank Securities Inc. Thomas Weisel Partners LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 and c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019

LEASE AGREEMENT
Lease Agreement • February 28th, 2014 • Ikanos Communications • Telephone & telegraph apparatus

THIS LEASE AGREEMENT is made this 7th day of February, 2006, between ProLogis, a Maryland real estate investment trust (“Landlord”), and the Tenant named below.

FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 10th, 2014 • Ikanos Communications, Inc. • Telephone & telegraph apparatus • Delaware

This FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 7, 2014 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and IKANOS COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety, but is not a novation of, that certain Loan and Security Agreement by and among Borrower, IKANOS COMMUNICATIONS (SINGAPORE) PRIVATE LIMITED, (registration no. 200702041W), a company incorporated under the laws of Singapore and a wholly-owned Subsidiary of Borrower and Bank dated as of January 14, 2011 (the “Original Agreement”). The parties agree as follows:

LEASE AGREEMENT
Lease Agreement • February 27th, 2006 • Ikanos Communications • Telephone & telegraph apparatus

THIS LEASE AGREEMENT is made this 7th day of February 2006, between ProLogis, a Maryland real estate investment trust ("Landlord"), and the Tenant named below.

IKANOS COMMUNICATIONS, INC. CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • September 1st, 2005 • Ikanos Communications • Telephone & telegraph apparatus • California

This Change of Control Agreement (the "Agreement") is made and entered into by and between Dean Grumlose ("Executive") and Ikanos Communications, Inc. (the "Company"), effective as of August 22, 2005 (the "Effective Date").

SECOND AMENDMENT TO LEASE
Lease Agreement • February 28th, 2014 • Ikanos Communications • Telephone & telegraph apparatus

THIS SECOND AMENDMENT TO LEASE AGREEMENT (the “Second Amendment”) is entered into as of the 8th day of December, 2010, by and between ProLogis, a Maryland real estate investment trust, (the “Landlord”) and Ikanos Communications, Inc., a Delaware corporation (the “Tenant”).

AGREEMENT AND PLAN OF MERGER among: QUALCOMM ATHEROS, INC. a Delaware corporation; KING ACQUISITION CO., a Delaware corporation; and IKANOS COMMUNICATIONS, INC., a Delaware corporation Dated as of AUGUST 5, 2015
Merger Agreement • August 19th, 2015 • Ikanos Communications, Inc. • Telephone & telegraph apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of AUGUST 5, 2015 (the “Agreement Date”), by and among: QUALCOMM ATHEROS, INC., a Delaware corporation (“Parent”); KING ACQUISITION CO., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and IKANOS COMMUNICATIONS, INC., a Delaware corporation (the “Company”) (each of the Company, Purchaser and Parent a “Party”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

IKANOS COMMUNICATIONS, INC. FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 25th, 2004 • Ikanos Communications • Delaware

This Indemnification Agreement ("Agreement") is made as of , 2004 by and between IKANOS COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and ("Indemnitee").

IKANOS COMMUNICATIONS, INC. AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES IN INDIA NOTICE OF GRANT OF RESTRICTED STOCK UNITS
Restricted Stock Unit Agreement • July 11th, 2006 • Ikanos Communications • Telephone & telegraph apparatus • California

The terms defined in the amended and restated 2004 Equity Incentive Plan (the “US Plan”) and the Rules for Employees in India (the “India Plan”and, in conjunction with the US Plan, the “Plan”) will have the same defined meanings in this Notice of Grant. Where no definition exists in the Plan, new definitions will be noted in this document.

April 30, 2010
Separation and Release Agreement • August 11th, 2010 • Ikanos Communications • Telephone & telegraph apparatus • California

This letter is to confirm our agreement with respect to the termination of your employment as President and CEO, and service on the board of directors, of Ikanos Communications, Inc. (“Ikanos” or the “Company”). To ensure that there are no ambiguities, this letter first explains in detail both your rights and obligations and those of Ikanos upon termination of your employment. If, in exchange for a release, you wish to accept additional benefits to which you would otherwise not be entitled, indicate your agreement by signing, dating and returning the enclosed Release Agreement to the Company by May 21, 2010.

ASSET PURCHASE AGREEMENT dated as of January 12, 2006 among Analog Devices, Inc., Analog Devices Canada Ltd., and Ikanos Communications, Inc.
Asset Purchase Agreement • February 27th, 2006 • Ikanos Communications • Telephone & telegraph apparatus • Delaware

This ASSET PURCHASE AGREEMENT, dated as of January 12, 2006, is between Ikanos Communications, Inc., a Delaware corporation (“Purchaser”) and Analog Devices, Inc., a Massachusetts corporation, and the Subsidiary (collectively, the “Seller”).

LOAN AND SECURITY AGREEMENT by and between SILICON VALLEY BANK, AS LENDER and IKANOS COMMUNICATIONS, AS BORROWER
Loan and Security Agreement • July 18th, 2005 • Ikanos Communications • Telephone & telegraph apparatus

THIS LOAN AND SECURITY AGREEMENT (as amended, restated, or otherwise modified from time to time, this "Agreement") dated the Effective Date, between SILICON VALLEY BANK ("Bank") and IKANOS COMMUNICATIONS, a California corporation, whose address is 47669 Fremont Boulevard, Fremont, California 94538 ("Borrower"), provides the terms on which Bank will lend to Borrower, and Borrower will repay Bank.

Re: Separation and Release Agreement
Separation and Release Agreement • November 5th, 2009 • Ikanos Communications • Telephone & telegraph apparatus • California

This letter will confirm the terms of our agreement with respect to your termination. To ensure that there are no ambiguities, this letter first explains in detail both your rights and obligations and those of Ikanos upon termination of your employment. If, in exchange for a release, you wish to accept additional benefits to which you would otherwise not be entitled, indicate your agreement by signing, dating and returning the enclosed Release Agreement to the undersigned by October 16, 2009.

Re: Separation and Release Agreement
Separation and Release Agreement • September 14th, 2009 • Ikanos Communications • Telephone & telegraph apparatus • California

This letter will confirm the terms of our agreement with respect to your resignation. To ensure that there are no ambiguities, this letter first explains in detail both your rights and obligations and those of Ikanos upon termination of your employment. If, in exchange for a release, you wish to accept additional benefits to which you would otherwise not be entitled, indicate your agreement by signing, dating and returning the enclosed Release Agreement to the undersigned by September 22, 2009.

AGREEMENT AND PLAN OF MERGER OF IKANOS COMMUNICATIONS, INC. A DELAWARE CORPORATION AND IKANOS COMMUNICATIONS A CALIFORNIA CORPORATION
Merger Agreement • August 6th, 2004 • Ikanos Communications • Telephone & telegraph apparatus

THIS AGREEMENT AND PLAN OF MERGER dated as of August , 2004, (this "Agreement") is between Ikanos Communications, Inc., a Delaware corporation ("Ikanos Delaware") and Ikanos Communications, a California corporation ("Ikanos California"). Ikanos Delaware and Ikanos California are sometimes referred to herein as the "Constituent Corporations."

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 24th, 2009 • Ikanos Communications • Telephone & telegraph apparatus • Delaware

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 21, 2009, by and between Ikanos Communications, Inc., a Delaware corporation with headquarters located at 47669 Fremont Blvd., Fremont, CA 94538 (the “Company”), and Tallwood III, L.P., a Delaware limited partnership (“Tallwood III”), Tallwood III Partners, L.P., a Delaware limited partnership (“Tallwood III Partners”), Tallwood III Associates, L.P., a Delaware limited partnership (“Tallwood III Associates”), and Tallwood III Annex, L.P., a Delaware limited partnership (“Tallwood III Annex”) (Tallwood III, Tallwood III Partners, Tallwood III Associates and Tallwood III Annex are together hereinafter referred to as the “Investors” and each individually, an “Investor”).

IKANOS COMMUNICATIONS, INC. CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • September 1st, 2005 • Ikanos Communications • Telephone & telegraph apparatus • California

This Change of Control Agreement (the "Agreement") is made and entered into by and between Rouben Toumani Ph.D. ("Executive") and Ikanos Communications, Inc. (the "Company"), effective as of August 22, 2005 (the "Effective Date").

IKANOS COMMUNICATIONS, INC. STOCKHOLDER AGREEMENT Dated as of April 21, 2009
Shareholder Agreement • April 24th, 2009 • Ikanos Communications • Telephone & telegraph apparatus • Delaware

This STOCKHOLDER AGREEMENT is made as of April 21, 2009, by and between Ikanos Communications, Inc., a Delaware corporation (“Ikanos” or the “Company”), and Tallwood III, L.P., a Delaware limited partnership (“Tallwood III”), Tallwood III Partners, L.P., a Delaware limited partnership (“Tallwood III Partners”), Tallwood III Associates, L.P., a Delaware limited partnership (“Tallwood III Associates”), and Tallwood III Annex, L.P., a Delaware limited partnership (“Tallwood III Annex”) (Tallwood III, Tallwood III Partners, Tallwood III Associates and Tallwood III Annex are together hereinafter referred to as the “TWVC Funds” and each individually, a “TWVC Fund”).

FIRST AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK
Warrant to Purchase Common Stock • December 11th, 2014 • Ikanos Communications, Inc. • Telephone & telegraph apparatus • Delaware

This First Amendment to Warrant to Purchase Common Stock (the “Amendment”) is dated as of December 10, 2014, by and between Alcatel-Lucent Participations, S.A., (the “Holder”) and Ikanos Communications, Inc. (the “Company”).

FORBEARANCE AND AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 16th, 2015 • Ikanos Communications, Inc. • Telephone & telegraph apparatus • California

This FORBEARANCE AND AMENDMENT NO. 3 to FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of September 10, 2015 and is made by and between SILICON VALLEY BANK, a California banking corporation (“Bank”) and IKANOS COMMUNICATIONS, INC., a Delaware corporation (“Borrower”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement (as defined below).

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STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • September 29th, 2014 • Ikanos Communications, Inc. • Telephone & telegraph apparatus • Delaware

This STANDBY PURCHASE AGREEMENT (this “Agreement”) is by and between the undersigned, Tallwood III, L.P., a Delaware limited partnership (“Tallwood III”), Tallwood III Partners, L.P., a Delaware limited partnership (“Tallwood III Partners”), and Tallwood III Associates, L.P., a Delaware limited partnership (“Tallwood III Associates”) (collectively, the “TWVC Funds”) (each, a “Standby Purchaser” and collectively, the “Standby Purchasers”) and Ikanos Communications, Inc., a Delaware corporation (the “Company”). Terms not defined elsewhere in this Agreement shall have the meanings indicated on Exhibit A hereto:

AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • November 20th, 2006 • Ikanos Communications • Telephone & telegraph apparatus • California

This Amendment (the “Amendment”) to the Consulting Agreement by and between Ikanos Communications, Inc. (the “Company”) and Texan Ventures (“Consultant”), effective as of March 30, 2006 (the “Consulting Agreement”), is made effective as of November 17, 2006, by and between the Company and Consultant. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the same meaning as in the Consulting Agreement.

FORBEARANCE TO LOAN AND SECURITY AGREEMENT WITH LIMITED WAIVER
Forbearance Agreement • April 2nd, 2015 • Ikanos Communications, Inc. • Telephone & telegraph apparatus • California

This Forbearance to Loan and Security Agreement with Limited Waiver (this “Agreement”) is entered into this 28th day of March, 2015, by and between Silicon Valley Bank (“Bank”) and Ikanos Communications, Inc., a Delaware corporation (“Ikanos US”) and Ikanos Communications (Singapore) Private Limited (registration no. 20072041W), a company incorporated under the laws of Singapore and a wholly-owned Subsidiary of Ikanos US (“Ikanos Singapore”, each a “Borrower” and together with Ikanos US, the “Borrowers”).

IKANOS COMMUNICATIONS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 25th, 2004 • Ikanos Communications • California

THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this"Agreement") is made as of the 5th day of March 2004, by and among Ikanos Communications (f/k/a Velocity Communication) (the "Company"), a California corporation, the investors in the Series A Preferred Stock listed in Exhibit A attached hereto (the "Series A Investors"), the investors in the Series B Preferred Stock listed in Exhibit B attached hereto (the "Series B Investors"), the investors in the Series C Preferred Stock listed in Exhibit C attached hereto (the "Series C Investors"), the investors in the Series D Preferred Stock listed in Exhibit D attached hereto (the "Series D Investors"), the investors in the Series E Preferred Stock listed in Exhibit E attached hereto (the "Series E Investors"), and Behrooz Rezvani (the "Founder").

November 28, 2006 Nick Shamlou 47669 Fremont Blvd. Fremont, CA 94538, USA Re: Letter Agreement Regarding Offer Letter Dear Nick:
Letter Agreement • May 11th, 2007 • Ikanos Communications • Telephone & telegraph apparatus • California

Reference is made to the offer letter, dated as of September 8, 2006 (the “Offer Letter”), by and among you and Ikanos Communications, Inc. (the “Company”). Capitalized terms used in this letter have the same meaning they have in the Offer Letter unless otherwise defined herein.

Alcatel-Lucent USA Inc. Murray Hill, NJ 07974-0636
Loan and Security Agreement • September 24th, 2015 • Ikanos Communications, Inc. • Telephone & telegraph apparatus • New York

Reference is made to that certain Loan and Security Agreement, dated as of September 29, 2014 (as amended by Amendment No. 1 thereto, dated as of December 10, 2014, and Amendment No. 2 thereto, dated as of April 30, 2015, the “Loan and Security Agreement”), between Ikanos Communications, Inc. (the “Borrower”) and Alcatel-Lucent USA Inc. (the “Lender”). Capitalized terms used herein (this “Agreement”) and not otherwise defined herein shall have the meanings ascribed to them in the Loan and Security Agreement.

IKANOS COMMUNICATIONS, INC. AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 8th, 2006 • Ikanos Communications • Telephone & telegraph apparatus • California

This AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT ("Amendment") is entered into as of March 3, 2006, by and among IKANOS COMMUNICATIONS, INC., a Delaware corporation (the "Company") and certain parties set forth on the attached Exhibit 1 (the "Existing Stockholders") to that certain Fourth Amended and Restated Investor Rights Agreement dated as of March 5, 2004, as amended on February 27, 2006 (collectively the "Agreement"). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

AMENDMENT NO. 1 AND FORBEARANCE TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 18th, 2005 • Ikanos Communications • Telephone & telegraph apparatus • California

THIS AMENDMENT NO. 1 AND FORBEARANCE TO LOAN AND SECURITY AGREEMENT (this "First Amendment") is entered into this 30th day of June, 2005, by and between IKANOS COMMUNICATIONS, a California corporation ("Borrower"), and SILICON VALLEY BANK, ("Bank"). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

SEPARATION AGREEMENT AND MUTUAL RELEASES
Separation Agreement • August 7th, 2008 • Ikanos Communications • Telephone & telegraph apparatus • California

This Separation Agreement and Mutual Releases (“Agreement”) is made by and between Michael Ricci (“Employee”) and Ikanos Communications, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

AMENDMENT NO. 4 TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 16th, 2015 • Ikanos Communications, Inc. • Telephone & telegraph apparatus • California

This AMENDMENT NO. 4 to FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of September 11, 2015 and is made by and between SILICON VALLEY BANK, a California banking corporation (“Bank”) and IKANOS COMMUNICATIONS, INC., a Delaware corporation (“Borrower”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement (as defined below).

AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 5th, 2006 • Ikanos Communications • Telephone & telegraph apparatus • California

THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 31, 2006, by and between IKANOS COMMUNICATIONS, a Delaware corporation (“Borrower”), and SILICON VALLEY BANK, (“Bank”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

Ikanos/Sasken Project Agreement India Design Center
Project Agreement • September 3rd, 2004 • Ikanos Communications • Telephone & telegraph apparatus • California

This Agreement is entered into as of October 30, 2003 ("Effective Date") by and between Ikanos Communications International Inc., a corporation organized under the laws of California, USA, and having its primary place of business at 47669 Fremont Boulevard, Fremont, CA 94538 (hereafter "Ikanos"), and Sasken Communication Technologies Ltd., a limited company organized under the laws of India, and having its registered office at No. 139/25, Domlur Layout, Ring Road, Domlur PO, Bangalore—560 071 (hereafter "Sasken").

FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 11th, 2014 • Ikanos Communications, Inc. • Telephone & telegraph apparatus

THIS FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of December 10, 2014, by and between Ikanos Communications, Inc., a Delaware corporation (the “Company”), Alcatel-Lucent Participations, S.A. (“ALU Part”), and Tallwood III, L.P., a Delaware limited partnership, Tallwood III Partners, L.P., a Delaware limited partnership, and Tallwood III Associates, L.P., a Delaware limited partnership (collectively, the “TWVC Funds”). ALU Part and the TWVC Funds are together hereinafter referred to as the “Investors”).

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