Omneon Video Networks, Inc. Sample Contracts

OMNEON VIDEO NETWORKS, INC. Shares of Common Stock Underwriting Agreement
Omneon Video Networks, Inc. • February 14th, 2007 • Computer storage devices • New York
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OMNEON VIDEO NETWORKS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 10th, 2007 • Omneon Video Networks, Inc. • Computer storage devices • Delaware

This Indemnification Agreement ("Agreement") is effective as of , 20 , by and between Omneon Video Networks, Inc., a Delaware corporation (the "Company" or "Omneon"), and (Name) ("Indemnitee").

SHARE CONTRIBUTION AGREEMENT by and among OMNEON, INC., CASTIFY HOLDINGS LIMITED, THE PERSONS LISTED ON EXHIBIT A HERETO, and ALTA BERKELEY LLP, AS REPRESENTATIVE Dated as of December 8, 2007
Share Contribution Agreement • June 9th, 2008 • Omneon, Inc. • Computer storage devices • Delaware

This SHARE CONTRIBUTION AGREEMENT (the "Agreement") is made and entered into as of December 8, 2007 (the "Agreement Date"), by and among Omneon, Inc., a Delaware corporation ("Omneon"), Castify Holdings Limited, a private company registered in England and Wales (registered number 4134162) whose registered office is c/o Wilshers & Co, 1 Castle Row, Horticultural Place, London W44JQ (the "Company"), the persons listed on Exhibit A attached hereto, being all of the shareholders of the Company (the "Shareholders"), and Alta Berkeley LLP as the Representative (as defined in Section 9.4).

OMNEON VIDEO NETWORKS, INC. AMENDED AND RESTATED LAWRENCE R. KAPLAN RETENTION AGREEMENT
Kaplan Retention Agreement • December 29th, 2006 • Omneon Video Networks, Inc. • Delaware

The agreement entered into as of November 1, 2002 (the "Prior Agreement") by and between Omneon Video Networks, Inc. (the "Company") and Lawrence R. Kaplan ("Executive") is hereby amended and restated on this th day of April 2003 (the "Effective Date") as follows:

OMNEON VIDEO NETWORKS, INC. AMENDMENT AGREEMENT TO THE FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 12th, 2008 • Omneon Video Networks, Inc. • Computer storage devices • California

THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered into as of the 26th day of March 2004 ("Effective Date"), by and among (i) OMNEON VIDEO NETWORKS, INC., a Delaware corporation (the "Company"), (ii) Donald M. Craig, Michael M. Gilbert, Edward P. Hobson, II and Lawrence R. Kaplan (each a "Founder" and collectively the "Founders"), (iii) Comerica Bank (f/k/a Imperial Bank) ("Comerica"), as the holder of a warrant to purchase Common Stock, (iv) holders of outstanding shares of the Company's Series A-1 Preferred Stock (the "Series A-1 Holders") acquired pursuant to the Company's Series A-1, Series A-2.1 and Series A-2.2 Preferred Stock Purchase Agreement dated October 29, 2002 (the "Series A Stock Purchase Agreement"), (v) the Former Preferred Holders (as defined below), (vi) holders of outstanding shares of the Company's Series A-2.1 Preferred Stock (the "Series A-2.1 Holders") acquired pursuant to the Series A Stock Purchase Agreement and the Compan

OMNEON VIDEO NETWORKS, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT March 26, 2004
Investor Rights Agreement • December 29th, 2006 • Omneon Video Networks, Inc. • California

THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered into as of the 26th day of March 2004 ("Effective Date"), by and among (i) OMNEON VIDEO NETWORKS, INC., a Delaware corporation (the "Company"), (ii) Donald M. Craig, Michael M. Gilbert, Edward P. Hobson, II and Lawrence R. Kaplan (each a "Founder" and collectively the "Founders"), (iii) Comerica Bank (f/k/a Imperial Bank) ("Comerica"), as the holder of a warrant to purchase Common Stock, (iv) holders of outstanding shares of the Company's Series A-1 Preferred Stock (the "Series A-1 Holders") acquired pursuant to the Company's Series A-1, Series A-2.1 and Series A-2.2 Preferred Stock Purchase Agreement dated October 29, 2002 (the "Series A Stock Purchase Agreement"), (v) the Former Preferred Holders (as defined below), (vi) holders of outstanding shares of the Company's Series A-2.1 Preferred Stock (the "Series A-2.1 Holders") acquired pursuant to the Series A Stock Purchase Agreement and the Compan

OMNEON VIDEO NETWORKS, INC. AMENDMENT AGREEMENT TO THE FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Rights Agreement • December 7th, 2007 • Omneon Video Networks, Inc. • Computer storage devices • California

THIS AMENDMENT AGREEMENT TO THE FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Amendment Agreement") is made as of this 28th day of September 2007, by and among Omneon Video Networks, Inc., a Delaware corporation (the "Company") and the undersigned parties hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement (as defined below).

OMNEON VIDEO NETWORKS SYSTEMS INTEGRATOR PURCHASING AGREEMENT
Omneon Video Networks, Inc. • December 29th, 2006 • California

THIS SYSTEMS INTEGRATOR (S.I.) PURCHASING AGREEMENT is made and entered into on April 25, 2002, by and between OMNEON VideoNetworks ("OMNEON"), with its principal offices at 965 Stewart Drive Sunnyvale, CA 94085-3913 and A.F. Associates, Inc. ("S.I."), with principal offices at 100 Stonehurst Ct, Northvale, NJ 07647.

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • February 14th, 2007 • Omneon Video Networks, Inc. • Computer storage devices • California

THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is made as of this 13th day of February 2007, by and between OMNEON VIDEO NETWORKS, INC., a Delaware corporation (the "Company"), and SONY ELECTRONICS INC., a Delaware corporation (the "Investor")

OMNEON VIDEO NETWORKS, INC. Shares of Common Stock Underwriting Agreement
Omneon Video Networks, Inc. • April 10th, 2007 • Computer storage devices • New York
SERIES C-1 PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • March 12th, 2008 • Omneon Video Networks, Inc. • Computer storage devices • California

THIS SERIES C-1 PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") is made as of this 28th day of September, 2007, by and between OMNEON VIDEO NETWORKS, INC., a Delaware corporation (the "Company"), and SONY ELECTRONICS INC., a Delaware corporation (the "Investor")

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