APPENDIX A MERGER AGREEMENTMerger Agreement • January 6th, 2009 • Scopus Video Networks Ltd. • Communications equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 22, 2008, by and among Harmonic Inc., a Delaware corporation (“Parent”), Sunrise Acquisition Ltd., a company organized under the laws of the State of Israel and a direct or indirect wholly owned subsidiary of Parent (“Merger Sub”), and Scopus Video Networks Ltd., a company organized under the laws of the State of Israel (the “Company”).
APPENDIX C FORM OF VOTING AGREEMENTVoting Agreement • January 6th, 2009 • Scopus Video Networks Ltd. • Communications equipment, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December __, 2008 by and between Harmonic Inc., a Delaware corporation (“Parent”), and the undersigned shareholder and/or option holder (the “Shareholder”) of Scopus Video Networks Ltd., a company organized under the laws of the State of Israel (the “Company”).
VOTING AGREEMENTVoting Agreement • January 2nd, 2009 • Scopus Video Networks Ltd. • Communications equipment, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2008 by and between Harmonic Inc., a Delaware corporation (“Parent”), and the undersigned shareholder and/or option holder (the “Shareholder”) of Scopus Video Networks Ltd., a company organized under the laws of the State of Israel (the “Company”).
LETTERHEAD OF MPEG LA®]Mpeg-2 Patent Portfolio License • November 18th, 2005 • Scopus Video Networks Ltd. • New York
This letter constitutes an Agreement by and between MPEG LA® and the undersigned Licensee that any and all prior MPEG-2 Patent Portfolio Licenses are hereby cancelled upon the effectiveness of the attached MPEG-2 Patent Portfolio License.
Lease Agreement No. 1-03-1198-3 for Unit No. 137.002.01+11+21+31 Made and Signed in Rosh Haayin on 2 February 2000Lease Agreement • November 18th, 2005 • Scopus Video Networks Ltd.
The Principal Rent plus the Linkage Differentials will hereinafter be called in this Agreement: “the Rent”. The Rent plus value added tax will hereinafter be called: “the Revenue”. The parties agree that the Company may round up the periodic Revenue payable by the Lessee to the Company according to this Agreement to the nearest Shekel.
Execution Copy REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2005 • Scopus Video Networks Ltd.
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)is made as of the 4 day of August 2003, by and among Scopus Network Technologies Ltd., an Israeli company (the “Company”)and the individuals and entities identified in Schedule 1 attached hereto (collectively, the “Shareholders”),
Shares SCOPUS VIDEO NETWORKS LTD. ORDINARY SHARES UNDERWRITING AGREEMENT Dated [Ÿ], 2005Underwriting Agreement • November 18th, 2005 • Scopus Video Networks Ltd. • New York
LEASE from: PRINCETON OVERLOOK REALTY L.L.C. LessorLease Agreement • November 18th, 2005 • Scopus Video Networks Ltd.
LEASE, is made the 15th day of November, 2002 between PRINCETON OVERLOOK REALTY L.L.C. (herein referred to as “Lessor”) whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and SCOPUS NETWORK TECHNOLOGIES, INC. (herein referred to as “Lessee”). whose address is 12265 World Trade Drive, San Diego, California.
