Exhibit 10.40 Loan and Security AgreementLoan and Security Agreement • December 21st, 2001 • Telular Corp • Telephone & telegraph apparatus • Illinois
PLAN 6Nonqualified Stock Option Agreement • December 21st, 2001 • Telular Corp • Telephone & telegraph apparatus • Illinois
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (the "Agreement") is made and entered into as of this 2nd day of September, 2005 by and among Telular Corporation, a Delaware corporation (the...Registration Rights Agreement • September 6th, 2005 • Telular Corp • Radio & tv broadcasting & communications equipment • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") is entered into as of March 3, 2000, between TELULAR CORPORATION, a Delaware corporation with offices at 647 North Lakeview Parkway, Vernon Hills, IL 60061 (the "Company"),...Registration Rights Agreement • March 31st, 2000 • Telular Corp • Telephone & telegraph apparatus • Delaware
WITNESSETH:Employment Agreement • February 13th, 1998 • Telular Corp • Telephone & telegraph apparatus • Illinois
b) Performance targets shall be established by the Company for the Executive for each fiscal quarter during which the Executive remains employed by the Company. A bonus shall be paid to the Executive pursuant to the Company's Senior Management Bonus...Employment Agreement • February 13th, 1998 • Telular Corp • Telephone & telegraph apparatus • Illinois
EXHIBIT 99.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of April 16, 1997, by and among Telular Corporation, a Delaware corporation, with headquarters located at 920 Deerfield Parkway, Buffalo Grove,...Registration Rights Agreement • April 25th, 1997 • Telular Corp • Telephone & telegraph apparatus • Illinois
EXHIBIT 99.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of April 16, 1997, by and among Telular Corporation, a Delaware corporation, with headquarters located at 920 Deerfield Parkway, Buffalo Grove,...Securities Purchase Agreement • April 25th, 1997 • Telular Corp • Telephone & telegraph apparatus • Illinois
2- 3 diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer's right to rely on the Company's representations and warranties contained in Section 3 below. Such Buyer...Securities Purchase Agreement • July 8th, 1997 • Telular Corp • Telephone & telegraph apparatus • District of Columbia
WITNESSETH:Employment Agreement • July 25th, 2005 • Telular Corp • Radio & tv broadcasting & communications equipment • Illinois
BY AND BETWEENCredit and Security Agreement • February 14th, 2000 • Telular Corp • Telephone & telegraph apparatus • Wisconsin
EXHIBIT 99.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 6, 1997, by and among Telular Corporation, a Delaware corporation, with headquarters located at 647 N. Lakeview Parkway, Vernon Hills,...Registration Rights Agreement • July 8th, 1997 • Telular Corp • Telephone & telegraph apparatus • District of Columbia
Exhibit 10.8Option Agreement • August 13th, 1999 • Telular Corp • Telephone & telegraph apparatus
Exhibit 10.7 AMENDMENT NO. 1 DATED SEPTEMBER 24, 1996 TO OPTION AGREEMENT BETWEEN MOTOROLA, INC. AND TELULAR CORPORATION This Amendment is effective this 24th day September, 1996 between Motorola, Inc., a Delaware corporation, acting by and through...Option Agreement • August 13th, 1999 • Telular Corp • Telephone & telegraph apparatus • Illinois
RECITALSPurchase Agreement • September 6th, 2005 • Telular Corp • Radio & tv broadcasting & communications equipment • New York
WITNESSETH:Employment Agreement • February 14th, 2003 • Telular Corp • Telephone & telegraph apparatus • Illinois
1 EXHIBIT 4.2 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 1997 • Telular Corp • Telephone & telegraph apparatus • Illinois
Exhibit 10.2 STOCK OPTION AGREEMENT THIS AGREEMENT, is entered into as of the 28th day of January, 2003 (the "Grant Date") by and between Telular Corporation, a Delaware corporation (the "Company"), having its principal place of business at Vernon...Stock Option Agreement • February 14th, 2003 • Telular Corp • Telephone & telegraph apparatus • Illinois
AGREEMENT AND PLAN OF MERGER dated as of April 29, 2013 among TELULAR CORPORATION, ACP TOWER HOLDINGS, LLC and ACP TOWER MERGER SUB, INC.Merger Agreement • May 1st, 2013 • Telular Corp • Radio & tv broadcasting & communications equipment • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 29, 2013 among Telular Corporation, a Delaware corporation (the “Company”), ACP Tower Holdings, LLC, a Delaware limited liability company (“Parent”), and ACP Tower Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
COMMON STOCK INVESTMENT AGREEMENT COMMON STOCK INVESTMENT AGREEMENT ("Agreement") dated as of March 3, 2000 among TELULAR CORPORATION, a Delaware corporation (the "Company"), HALIFAX FUND, L.P., a Cayman Island limited partnership ("Halifax"), ELLIOTT...Common Stock Investment Agreement • March 31st, 2000 • Telular Corp • Telephone & telegraph apparatus • New York
Exhibit 10.23 TELULAR CORPORATION COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of April 14, 2003 by and among Telular Corporation, a Delaware corporation (the "Company"), and...Common Stock Purchase Agreement • May 15th, 2003 • Telular Corp • Telephone & telegraph apparatus • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 2007 • Telular Corp • Radio & tv broadcasting & communications equipment
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of TELULAR CORPORATION and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 10, 2007.
ARTICLE I THE MERGERMerger Agreement • December 19th, 1997 • Telular Corp • Telephone & telegraph apparatus • New York
June 4, 2013 Dear [RSU holder]: As you know, Telular Corporation (“Telular”) has agreed to be acquired by ACP Tower Holdings, LLC by means of a merger of ACP Tower Merger Sub, Inc. with and into (the “Merger”) in accordance with a merger agreement...Merger Agreement • June 5th, 2013 • Telular Corp • Radio & tv broadcasting & communications equipment
Treatment of Your RSUs. In connection with the Merger, each of your outstanding RSUs, whether or not vested or earned, will be cancelled, and the underlying RSU agreement(s) will be terminated effective as of (and contingent upon the occurrence of) the Merger. In consideration for the cancellation of your RSUs and termination of the underlying RSU agreement(s), you will have the right to receive a cash payment of the Company RSU Merger Consideration (as defined in Section 3.05 of the Merger Agreement) applicable to you, which amount is equal to the product of (a) the number of shares of Telular common stock subject to your outstanding RSUs, whether or not vested, including any applicable dividend equivalent units, and (b) the Offer Price (as defined in the Merger Agreement) of $12.61, reduced by any applicable tax withholding, as set forth on the schedule attached to this letter. To acknowledge and confirm your right to receive payment for your RSUs in the Merger, in consideration for
AMENDMENT 1 TO:Agreement for the Purchase of Telular Fixed Telephony Digital Cellular Telephones • August 13th, 2002 • Telular Corp • Telephone & telegraph apparatus
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • June 17th, 2013 • Telular Corp • Radio & tv broadcasting & communications equipment
WHEREAS, on April 29, 2013, Telular Corporation (“Telular”) and Avista Capital Partners (“Avista”) announced that they had entered into an Agreement and Plan of Merger, dated as of April 29, 2013, by and among Telular, ACP Tower Holdings, LLC and ACP Tower Merger Sub, Inc. (the “Merger Agreement”);
STOCK OPTION AGREEMENTStock Option Agreement • March 21st, 2005 • Telular Corp • Radio & tv broadcasting & communications equipment • Illinois
THIS AGREEMENT, is entered into as of the 17th day of March, 2005 (the “Grant Date”) by and between Telular Corporation, a Delaware corporation (the “Company”), having its principal place of business at Vernon Hills, Illinois, and John E. Berndt, a resident of Plano, Texas (the “Executive”).
AGREEMENTProxy Contest Agreement • January 9th, 2009 • Telular Corp • Radio & tv broadcasting & communications equipment • New York
This Agreement, dated as of January 8, 2009 (the “Agreement”), is by and between Telular Corporation, a Delaware corporation (the “Company”), and Simcoe Partners, L.P., Simcoe Management Company, LLC and Jeffrey Jacobowitz (collectively referred to herein as “The Simcoe Group”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2006 • Telular Corp • Radio & tv broadcasting & communications equipment • Illinois
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of October 31, 2006 by and between TELULAR CORPORATION, a Delaware corporation (the "Company"), and Michael J. Boyle, a resident of Sarasota, Florida (the "Executive");
June 4, 2013 Dear [Option holder]: As you know, Telular Corporation (“Telular”) has agreed to be acquired by ACP Tower Holdings, LLC by means of a merger of ACP Tower Holdings Merger Sub, Inc. with an into Telular (the “Merger”) in accordance with a...Merger Agreement • June 5th, 2013 • Telular Corp • Radio & tv broadcasting & communications equipment
Treatment of Your Options. In connection with the Merger, each of your outstanding Options, whether or not vested, will be cancelled, and the underlying Option agreement(s) will be terminated effective as of (and contingent upon the occurrence of) the Merger. In consideration for the cancellation of your Options, and termination of the underlying Options agreements(s), you will have the right to receive a cash payment of the In-the-Money Company Stock Option Merger Consideration (as defined in Section 3.05 of the Merger Agreement) applicable to you, which amount is equal to the product of (a) the number of shares of Telular common stock subject to your outstanding Options, whether or not vested and (b) the excess of $12.61 over the applicable exercise price of each Option, reduced by any applicable tax withholding, as set forth on the schedule attached to this letter. To acknowledge and confirm your right to receive payment for your Options in the Merger, in consideration for the cance
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TELULAR CORPORATION STOCK INCENTIVE PLANSNonqualified Stock Option Agreement • December 14th, 2010 • Telular Corp • Radio & tv broadcasting & communications equipment • Illinois
THIS AGREEMENT, dated as of _____________ by and between Telular Corporation, a Delaware corporation (the "Company"), having its principal place of business at Chicago, Illinois, and _______________ (the "Grantee").
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2007 • Telular Corp • Radio & tv broadcasting & communications equipment • Illinois
This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December , 2007, by and between TELULAR CORPORATION, a Delaware corporation (the “Company”), and Joseph A. Beatty, a resident of Illinois (the “Executive”);
EXECUTIVE SEPARATION AND RELEASE AGREEMENTExecutive Separation and Release Agreement • August 15th, 2007 • Telular Corp • Radio & tv broadcasting & communications equipment
This Agreement is effective as of July 27, 2007, and is by and among Jeffrey L. Herrmann (“Executive”) and Telular Corporation, a Delaware corporation (the “Company”).
Certain portions of this exhibit have been omitted and filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. The omitted portions have been replaced by an * enclosed by brackets...Settlement Agreement • February 14th, 2001 • Telular Corp • Telephone & telegraph apparatus • Illinois
June 4, 2013 Dear [Option and RSU holder]: As you know, Telular Corporation (“Telular”) has agreed to be acquired by ACP Tower Holdings, LLC by means of a merger of ACP Tower Merger Sub, Inc. with and into Telular (the “Merger”) in accordance with a...Merger Agreement • June 5th, 2013 • Telular Corp • Radio & tv broadcasting & communications equipment
Treatment of Your Options. In connection with the Merger, each of your outstanding Options, whether or not vested, will be cancelled, and the underlying Option agreement(s) will be terminated effective as of (and contingent upon the occurrence of) the Merger. In consideration for the cancellation of your Options and termination of the underlying Option agreement(s), you will have the right to receive a cash payment of the In-the-Money Company Stock Option Merger Consideration (as defined in Section 3.05 of the Merger Agreement) applicable to you, which amount is equal to the product of (a) the number of shares of Telular common stock subject to your outstanding Options, whether or not vested and (b) the excess of $12.61 over the applicable exercise price of each Option, reduced by any applicable tax withholding, as set forth on the schedule attached to this letter.
