Ruckus Wireless, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • November 5th, 2012 • Ruckus Wireless Inc • Communications services, nec • New York
Ruckus Wireless, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [—] shares of Common Stock, par value $0.001 per share (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [—] shares and, at the election of the Underwriters, up to [—] additional shares of Stock. The aggregate of [—] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [—] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
LEASE (SINGLE TENANT) BETWEEN THE IRVINE COMPANY LLC AND RUCKUS WIRELESS, INC.Lease • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec • California
THIS LEASE is made as of the 17th day of December, 2010, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereinafter called “Landlord,” and RUCKUS WIRELESS, INC., a Delaware corporation, hereafter called “Tenant.”
LEASE AGREEMENT (NNN R&D TENANT IMPROVEMENTS) BASIC LEASE INFORMATIONLease Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec • California
Permitted Uses (¶9): General office, research and development, sales, storage and other related uses, but only to the extent permitted by the City of Sunnyvale and all agencies and governmental authorities having jurisdiction thereof
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec • Delaware
This Director Indemnification Agreement, dated as of (this “Agreement”), is made by and between Ruckus Wireless, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
ContractWarrant Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
ContractWarrant Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED. SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR. IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES. SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LEASE AGREEMENTLease Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec
THIS “LEASE”, made this 1st day of April, 2006, between JOHN ARRILLAGA, Trustee, or his Successor Trustee, UTA dated 7/20/77 (JOHN ARRILLAGA SURVIVOR’S TRUST) as amended, and RICHARD T. PEERY, Trustee, or his Successor Trustee, UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended, hereinafter called Landlord, and RUCKUS WIRELESS, INC., a Delaware corporation, hereinafter called Tenant
RUCKUS WIRELESS, INC. SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT February 3, 2012Investor Rights Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec • California
This SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of February 3, 2012, by and among RUCKUS WIRELESS, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
RUCKUS WIRELESS, INC. AMENDED & RESTATED 2012 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec
Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and this Option Agreement, Ruckus Wireless, Inc. (the “Company”) has granted you an option under its Amended & Restated 2012 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Defined terms not explicitly defined in this Option Agreement or in the Grant Notice, but defined in the Plan, will have the same definitions as in the Plan.
SUBSIDIARY GUARANTY AGREEMENT MAY 27, 2016Subsidiary Guaranty Agreement • May 27th, 2016 • Ruckus Wireless Inc • Computer peripheral equipment, nec • New York
Reference is made to that certain Credit Agreement dated as of May 27, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, Wells Fargo Bank, National Association, as Administrative Agent and Issuing Lender and the other Secured Parties from time to time party thereto. Capitalized terms used and not defined herein are used with the meaning assigned to such terms in the Credit Agreement.
EXHIBIT F CHANGE OF COMMENCEMENT DATE FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec
This First Amendment to Lease Agreement (the “First Amendment”) is made as of November 1, 2011 by and between Sequoia M & P LLC (“Landlord”), and Ruckus Wireless, Inc., a Delaware corporation (“Tenant”), with reference to that certain Lease Agreement (the “Lease”), dated October 31, 2011, by and between Landlord and Tenant for the leasing of certain premises (the “Premises”) located at 685 Maude Avenue, Sunnyvale, California, as more particularly described in the Lease.
FIRST AMENDMENT TO PLAIN ENGLISH WARRANT AGREEMENTWarrant Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec • California
This is a FIRST AMENDMENT TO PLAIN ENGLISH WARRANT AGREEMENT dated August 18, 2010 (the “Amendment”) by and between Ruckus Wireless, Inc. a Delaware corporation (“Company”), and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company (“Warrant Holder”).
March 13, 2016 Ruckus Wireless, Inc.Exclusivity Agreement • April 29th, 2016 • Ruckus Wireless Inc • Computer peripheral equipment, nec • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec • California
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of December 21, 2009 (the “Effective Date”), by and between Ruckus Wireless, Inc., a Delaware corporation (the “Company”), and Seamus Hennessy (“Employee”). As of the Effective Date, this Agreement amends, restates and supersedes in its entirety the employment agreement entered into between Employee and the Company dated May 18, 2009 (the “Prior Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec • California
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of December 21, 2009 (the “Effective Date”), by and between RUCKUS WIRELESS, INC., a Delaware corporation (the “Company”), and Selina Y. Lo (“Employee”). As of the Effective Date, this Agreement amends, restates and supersedes in its entirety the employment agreement entered into between Employee and the Company dated August 1, 2006 (as amended on December 31, 2008, the “Prior Agreement”).
SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTORSSupplemental Indenture • May 27th, 2016 • Ruckus Wireless Inc • Computer peripheral equipment, nec • New York
This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 27, 2016, among Foundry Networks, LLC, a Delaware limited liability company, Ruckus Wireless, Inc., a Delaware corporation, and Ruckus Wireless International, Inc., a Delaware corporation (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each a Subsidiary of Brocade Communications Systems, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec • California
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of December 21, 2009 (the “Effective Date”) by and between RUCKUS WIRELESS, INC., a Delaware corporation (the “Company”), and Bart Burstein (“Employee”). As of the Effective Date, this Agreement amends, restates and supersedes in its entirety the employment agreement entered into between Employee and the Company dated August 1, 2005 (as amended on December 31, 2008, the “Prior Agreement”).
SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORSSupplemental Indenture • May 27th, 2016 • Ruckus Wireless Inc • Computer peripheral equipment, nec • New York
This Supplemental Indenture (this “Supplemental Indenture”), dated as of May 27, 2016, among Foundry Networks, LLC, a Delaware limited liability company, Ruckus Wireless, Inc., a Delaware corporation, and Ruckus Wireless International, Inc., a Delaware corporation (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each a Subsidiary of Brocade Communications Systems, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
FIRST AMENDMENTLease Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec
THIS FIRST AMENDMENT (this “Amendment”) is made and entered into as of September 2, 2009, by and between SILICON VALLEY CA-I, LLC, a Delaware limited liability company (“Landlord”), and RUCKUS WIRELESS, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENTLease Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec
THIS SECOND AMENDMENT (this “Amendment”) is made and entered into as of April 8, 2011, by and between SILICON VALLEY CA-I, LLC, a Delaware limited liability (“Landlord”), and RUCKUS WIRELESS, INC., a Delaware corporation (“Tenant”).
ATHEROS COMMUNICATIONS, INC. HARDWARE ACCESS LAYER (“HAL”) TECHNOLOGY LICENSE AGREEMENTHardware Access Layer Technology License Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec • California
This Hardware Access Layer Technology License Agreement (“Agreement”) is made and entered into this 17 day of August, 2004, or, if date left blank, the later of the two signature dates above (the “Effective Date”) by and between Atheros and Licensee (each individually a “Party” and collectively the “Parties”). This Agreement may be executed only by Atheros and an authorized direct or indirect licensee of Atheros’ proprietary software technology. In consideration of the mutual covenants and agreements contained herein, the Parties, intending to be legally bound, agree as follows:
RUCKUS WIRELESS, INC. STOCK OPTION AGREEMENTStock Option Agreement • October 5th, 2012 • Ruckus Wireless Inc • Communications services, nec
