RECITALSEscrow Agreement • March 23rd, 2000 • Siemens Aktiengesellschaft • Wholesale-computers & peripheral equipment & software • New York
By and amongMerger Agreement • May 10th, 2000 • Siemens Aktiengesellschaft • Services-computer integrated systems design • Delaware
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 9th, 2002 • Siemens Aktiengesellschaft/Adr • Semiconductors & related devices
EXHIBIT 7.1 SYMPHONIX DEVICES, INC. COMMON STOCK PURCHASE AGREEMENT DECEMBER 1, 1999 TABLE OF CONTENTSCommon Stock Purchase Agreement • December 2nd, 1999 • Siemens Aktiengesellschaft • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT (2)(c) JOINT FILING AGREEMENT The undersigned hereby agree that a Statement on Schedule 13D ("Schedule 13D"), with respect to the shares of common stock, par value $0.001 per share, of Efficient Networks, Inc. and any amendments thereto be...Joint Filing Agreement • March 2nd, 2001 • Siemens Aktiengesellschaft/Adr • Communications services, nec
The undersigned hereby agree that a Statement on Schedule 13D ("Schedule 13D"), with respect to the shares of common stock, par value $0.001 per share, of Efficient Networks, Inc. and any amendments thereto be executed and filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and any such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Exhibit (d)(2) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of February 21, 2001, by and between Efficient Networks, Inc., with its principal place of business at 4849 Alpha Road, Dallas, Texas 75244 (the "Company"), and Mark Floyd (the...Employment Agreement • March 2nd, 2001 • Siemens Aktiengesellschaft/Adr • Communications services, nec • Texas
Exhibit E SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 14, 2002, by and between RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (the "Company"), and INFINEON TECHNOLOGIES AG, a German...Securities Purchase Agreement • April 9th, 2002 • Siemens Aktiengesellschaft/Adr • Semiconductors & related devices • New York
Closing" The consummation of the transactions contemplated by this Agreement as provided in Section 3.Share Purchase Agreement • March 27th, 2000 • Siemens Aktiengesellschaft • Computer communications equipment
AmongMerger Agreement • March 2nd, 2001 • Siemens Aktiengesellschaft/Adr • Communications services, nec • New York
VOTING AGREEMENT THIS VOTING AGREEMENT (the "Agreement") made and entered into as of the ___ day of March, 2000 by and between (1) the persons listed in Schedule I hereto (the "Existing Shareholders"); and (2) Siemens Aktiengesellschaft (the "New...Voting Agreement • March 27th, 2000 • Siemens Aktiengesellschaft • Computer communications equipment
RECITALSStockholders Agreement • March 23rd, 2000 • Siemens Aktiengesellschaft • Wholesale-computers & peripheral equipment & software • Delaware
Exhibit G THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND...Warrant Agreement • April 9th, 2002 • Siemens Aktiengesellschaft/Adr • Semiconductors & related devices
Exhibit 1 Filing Agreement dated January 21, 2000 Re: Joint Filing of Schedule 13D The undersigned hereby agree that: (i) each of them is individually eligible to use the Schedule 13D attached hereto; (ii) the attached Schedule 13D is filed on behalf...Filing Agreement • January 21st, 2000 • Siemens Aktiengesellschaft • Industrial instruments for measurement, display, and control
Erlangen, November 2, 1999 MARKETING and DISTRIBUTION AGREEMENTMarketing and Distribution Agreement • December 2nd, 1999 • Siemens Aktiengesellschaft • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT (c)(3) TENDER AND OPTION AGREEMENT ---------------------------- TENDER AND OPTION AGREEMENT, dated as of January 16, 2000 (the "Agreement"), among Siemens Energy & Automation, Inc., a Delaware corporation ("Parent"), Malibu Acquisition Corp.,...Tender and Option Agreement • January 21st, 2000 • Siemens Aktiengesellschaft • Industrial instruments for measurement, display, and control • Pennsylvania
by and amongAgreement and Plan of Merger • October 5th, 2000 • Siemens Aktiengesellschaft • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT (c)(2) CONFIDENTIALITY AGREEMENT 1. Parties. This Confidentiality Agreement (the "Agreement"), effective the 15th day of November, 1999 is between Siemens Energy & Automation, Inc., a corporation organized under the laws of the State of...Confidentiality Agreement • January 21st, 2000 • Siemens Aktiengesellschaft • Industrial instruments for measurement, display, and control • Delaware
Exhibit (d)(4) [LOGO OF EFFICIENT NETWORKS] November 16, 2000 Siemens Corporation 153 East 53/rd/ Street New York, NY 10022 Confidentiality Agreement Ladies and Gentlemen: In connection with the possible transaction ("Proposed Transaction") between...Confidentiality Agreement • March 2nd, 2001 • Siemens Aktiengesellschaft/Adr • Communications services, nec • New York
In connection with the possible transaction ("Proposed Transaction") between Efficient Networks, Inc. ("Efficient") and Siemens Corporation or one of its affiliates ("Siemens"), and in order to allow Efficient and Siemens to evaluate the Proposed Transaction, each of Efficient and Siemens have and will deliver to the other party certain information about its properties, employees, finances, businesses and operations (such party when disclosing such information being the "Disclosing Party" and when receiving such information being the "Receiving Party"). All information (i) about the Disclosing Party or (ii) about any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party), furnished by the Disclosing Party or its Representatives (as defined below) to the Receiving Party or its Representatives regardless of the manner in which it is furnished, is referred to in this letter agreement as "Proprietary Info
RECITALSTax Escrow Agreement • March 23rd, 2000 • Siemens Aktiengesellschaft • Wholesale-computers & peripheral equipment & software • New York
Exhibit (d)(3) Siemens Information and Communications Networks 900 Broken Sound Parkway Boca Raton, Florida 33487 February 21, 2001 Mr. Mark Floyd c/o Efficient Networks, Inc. 4849 Alpha Road Dallas, Texas 75244 Dear Mark: Reference is hereby made to...Employment Agreement • March 2nd, 2001 • Siemens Aktiengesellschaft/Adr • Communications services, nec
Reference is hereby made to that certain employment agreement between you and Efficient Networks, Inc. ("Efficient"), dated as of the date hereof (the "Employment Agreement"). Capitalized terms used herein shall have the meanings ascribed to them in the Employment Agreement.
