INDENTUREIndenture • November 1st, 2000 • Radisys Corp • Services-computer integrated systems design • New York
RecitalsOption Agreement • July 5th, 2001 • Radisys Corp • Computer peripheral equipment, nec • Oregon
EXHIBIT 4.1 RadiSys Corporation 1 -3/8% Convertible Senior Notes due November 15, 2023 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2003 • Radisys Corp • Computer peripheral equipment, nec • New York
WITNESSETH:Lease • March 30th, 2000 • Radisys Corp • Services-computer integrated systems design
RECITALSIndemnification Agreement • March 5th, 2004 • Radisys Corp • Computer peripheral equipment, nec • Oregon
by and amongMerger Agreement • July 5th, 2001 • Radisys Corp • Computer peripheral equipment, nec • Oregon
ASSET PURCHASE AGREEMENT between RadiSys Corporation (as "Buyer")Asset Purchase Agreement • January 11th, 2000 • Radisys Corp • Services-computer integrated systems design • New York
RecitalsShareholder Agreement • July 5th, 2001 • Radisys Corp • Computer peripheral equipment, nec • Oregon
RECITALSLoan Agreement • May 7th, 2004 • Radisys Corp • Computer peripheral equipment, nec
AGREEMENT AND PLAN OF MERGER by and among RELIANCE INDUSTRIES LIMITED, INTEGRATED CLOUD ORCHESTRATION (ICO), INC. and RADISYS CORPORATION June 29, 2018Merger Agreement • July 2nd, 2018 • Radisys Corp • Computer peripheral equipment, nec • Oregon
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 29, 2018, by and among Reliance Industries Limited, a Indian corporation (“Parent”), Integrated Cloud Orchestration (ICO), Inc., an Oregon corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Radisys Corporation, an Oregon corporation (the “Company”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.10.
RADISYS CORPORATION AS ISSUER AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE INDENTURE DATED AS OF FEBRUARY 12, 2008 DEBT SECURITIESIndenture • October 26th, 2010 • Radisys Corp • Computer peripheral equipment, nec • New York
INDENTURE dated as of dated as of February 12, 2008 by and between RADISYS CORPORATION, a corporation existing under the laws of the State of Oregon, with offices at 5445 N.E. Dawson Creek Drive, Hillsboro, OR 97124 (the “Company”), and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”); and
RADISYS CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2008 • Radisys Corp • Computer peripheral equipment, nec • New York
EXHIBIT 10.2 REVOLVING CREDIT AGREEMENT This Revolving Credit Agreement (the "AGREEMENT") is made and entered into by and between the undersigned borrower (the "BORROWER") and the undersigned bank (the "BANK") as of the date set forth on the last page...Revolving Credit Agreement • August 13th, 2002 • Radisys Corp • Computer peripheral equipment, nec • Oregon
AGREEMENTShareholder Voting Agreement • July 9th, 1999 • Radisys Corp • Services-computer integrated systems design • Oregon
EXECUTIVE SEVERANCE AGREEMENT February 8, 2000Executive Severance Agreement • May 15th, 2000 • Radisys Corp • Services-computer integrated systems design • Oregon
EXHIBIT 2.1 ARRANGEMENT AGREEMENT THIS ARRANGEMENT AGREEMENT dated as of July 26, 2006, B E T W E E N: RADISYS CANADA INC., a corporation incorporated under the laws of Canada (the "PURCHASER") - and - CONVEDIA CORPORATION, a corporation incorporated...Arrangement Agreement • July 28th, 2006 • Radisys Corp • Computer peripheral equipment, nec • British Columbia
UNDERWRITING AGREEMENTUnderwriting Agreement • March 20th, 2014 • Radisys Corp • Computer peripheral equipment, nec • New York
Radisys Corporation, an Oregon corporation (the “Company”), proposes to issue and sell 5,700,000 shares (the “Firm Shares”) of the Company’s Common Stock, no 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 Needham & Company, LLC is acting as representative (the “Representative”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 855,000 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.”
EXHIBIT 4.3 RESALE REGISTRATION RIGHTS AGREEMENTResale Registration Rights Agreement • November 1st, 2000 • Radisys Corp • Services-computer integrated systems design • New York
WITNESSETH:Lease • March 30th, 2000 • Radisys Corp • Services-computer integrated systems design
EXHIBIT 10.1 EXECUTIVE CHANGE OF CONTROL AGREEMENT October 26, 2006 Brian Bronson [Address]Executive Change of Control Agreement • October 27th, 2006 • Radisys Corp • Computer peripheral equipment, nec • Oregon
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 10th, 2017 • Radisys Corp • Computer peripheral equipment, nec • California
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is entered into as of January 5, 2017 (the “First Amendment Effective Date”), among RADISYS INTERNATIONAL, LLC, a Delaware limited liability company (the “Guarantor”), RADISYS CORPORATION, an Oregon corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties hereto (each a “Lender” and collectively, the “Lenders”), and SILICON VALLEY BANK (“SVB”), as administrative agent (in such capacity, the “Administrative Agent”), Issuing Agent and Swingline Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as hereinafter defined).
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 14th, 2014 • Radisys Corp • Computer peripheral equipment, nec • Oregon
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT ((together with any schedule, annex, or exhibit attached hereto, as the same may be amended, restated, or otherwise modified, this “Agreement”) is entered into as of March 14, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and RADISYS CORPORATION, an Oregon corporation (“Borrower”). This Agreement amends, restates, replaces, and supersedes in its entirety, but is not a novation of, that certain Second Amended and Restated Loan and Security Agreement between Bank and Borrower dated July 29, 2013, as amended to date, and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • February 17th, 2015 • Radisys Corp • Computer peripheral equipment, nec • Oregon
EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • February 17th, 2015 • Radisys Corp • Computer peripheral equipment, nec • Oregon
RECITALSLoan Agreement • May 9th, 2005 • Radisys Corp • Computer peripheral equipment, nec
Exhibit 10.16 EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • March 5th, 2004 • Radisys Corp • Computer peripheral equipment, nec • Oregon
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 4th, 1999 • Radisys Corp • Services-computer integrated systems design • New York
RADISYS CORP. WARRANTWarrant Agreement • January 4th, 2018 • Radisys Corp • Computer peripheral equipment, nec • Oregon
RADISYS CORP, an Oregon corporation (the “Company”), hereby certifies that, for value received, __________ or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of __________ (subject to adjustment as provided herein) fully paid and non-assessable shares of common stock, no par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.00 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof (the “Issuance Date”) and through and including January 3, 2025 (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is being issued pursuant to Section 3.7 of that certain Note Purchase Agreement, dated as of January 3, 2018 (the “Note Purchase Agreement”), by and among the Company, as borrower, the
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 14th, 2011 • Radisys Corp • Computer peripheral equipment, nec • Oregon
THIS AGREEMENT is entered into, effective as of [EFFECTIVE DATE], between Radisys Corporation, an Oregon corporation (the “Company”) and [INDEMNITEE] (“Indemnitee”).
AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT May 2, 2011Executive Change of Control Agreement • May 3rd, 2011 • Radisys Corp • Computer peripheral equipment, nec • Oregon
AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT May 2, 2011Executive Severance Agreement • May 3rd, 2011 • Radisys Corp • Computer peripheral equipment, nec • Oregon
AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT February 27, 2007Executive Change of Control Agreement • March 2nd, 2007 • Radisys Corp • Computer peripheral equipment, nec • Oregon
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 30th, 2013 • Radisys Corp • Computer peripheral equipment, nec • Oregon
This Second Amended and Restated Loan and Security Agreement (together with any schedule, annex, or exhibit attached hereto, as the same may be amended, restated, or otherwise modified, this “Agreement”) is entered into as of July 29, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California banking corporation (“Bank”), and RADISYS CORPORATION, an Oregon corporation (“Borrower”). This Agreement amends, restates, replaces, and supersedes in its entirety, but is not a novation of, that certain Loan and Security Agreement between Bank and Borrower dated November 1, 2011, as amended to date, and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
NOTE PURCHASE AGREEMENTby and amongRADISYS CORPORATION, as Borrower,various Guarantors from time to time party hereto,various Purchasers from time to time party hereto,andHCP-FVG, LLC,as Collateral AgentDated as of January 3, 2018Note Purchase Agreement • January 4th, 2018 • Radisys Corp • Computer peripheral equipment, nec • New York
RADISYS CORPORATION, AS ISSUER AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE 2.75% CONVERTIBLE SENIOR NOTES DUE 2013 FIRST SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 12, 2008First Supplemental Indenture • February 12th, 2008 • Radisys Corp • Computer peripheral equipment, nec • New York
This FIRST SUPPLEMENTAL INDENTURE dated as of February 12, 2008 (this “First Supplemental Indenture”) is between RadiSys Corporation, an Oregon corporation (the “Company”), and The Bank of New York Trust Company, N.A., a national banking association, as trustee (in such capacity and not in its individual capacity, the “Trustee”).
