Exhibit 2.1 AGREEMENT AND PLAN OF MERGER OF SPECTRIAN CORPORATION A DELAWARE CORPORATION, AND SPECTRIAN CORPORATION A CALIFORNIA CORPORATIONMerger Agreement • October 10th, 1997 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment
UNDERWRITING AGREEMENT July __, 1997Underwriting Agreement • July 25th, 1997 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • New York
Exhibit 10.32 SPECTRIAN CORPORATION INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of , 1997 by and between Spectrian Corporation, a Delaware corporation (the "Company"), and [name of director/officer to be...Indemnification Agreement • October 10th, 1997 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • Delaware
TENANT: Spectrian Corporation a Delaware corporation TENANT'S ADDRESS: 350 West Java Drive Sunnyvale, CA 94089Lease Agreement • May 21st, 1998 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment
Exhibit 10.54 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of September 28, 2001, by and between Spectrian Corporation ("Borrower") and Silicon Valley Bank ("Bank"). 1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among...Loan Modification Agreement • November 9th, 2001 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment
SUBLEASESublease • August 16th, 2000 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT SPECTRIAN CORPORATION TABLE OF CONTENTSLoan and Security Agreement • June 29th, 2000 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment
LOGO] GS S/ARRAY SPECTRIAN TECHNOLOGY MANUFACTURING AGREEMENT Revision 98 This MANUFACTURING AGREEMENT (hereinafter referred to as "Agreement") is made and entered into as of the date that the last signature below is affixed (hereinafter "Effective...Manufacturing Agreement • June 29th, 2000 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • California
CONTRACT TO LEASE This lease made and entered into this 27th day of April, 2000 by and between Ellington Development Incorporated with a principal place of business at 3908 North 24th Street; City of Quincy; County of Adams; State of Illinois...Lease Agreement • June 29th, 2000 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment
AGREEMENTChange of Control Severance Agreement • August 3rd, 2001 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • California
andPreferred Shares Rights Agreement • January 30th, 2001 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • Delaware
Exhibit 4.4 SPECTRIAN CORPORATION STOCK OPTION AGREEMENT 1. Grant of Option. The Plan Administrator of Spectrian Corporation, a California corporation (the "Company"), hereby grants to the Optionee named in the Notice of Grant (the "Optionee"), an...Stock Option Agreement • April 18th, 1997 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment
CONTRACT TO LEASE This lease made and entered into this 13th day of April, 1998 by and between Ellington Development Incorporated with a principal place of business at 3908 North 24th Street; City of Quincy; County of Adams; State of Illinois...Lease Agreement • August 5th, 1998 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment
Confidential Treatment Requested Exhibit 10.48.2 AMENDMENT NO. 2 TO PURCHASE AND SUPPLY AGREEMENT This Amendment No. 2 to Purchase and Supply Agreement ("Amendment No. 2") is entered into by and between Spectrian Corporation, a Delaware corporation...Purchase and Supply Agreement • April 11th, 2002 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment
andPreferred Shares Rights Agreement • January 17th, 1997 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • California
RECITALSLease • May 21st, 1998 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment
AMENDED AND RESTATED BUSINESS LOAN AGREEMENT PAGE 2Business Loan Agreement • July 25th, 1997 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • California
THIS AMENDED AND RESTATED BUSINESS LOAN AGREEMENT BETWEEN SPECTRIAN CORPORATION ("BORROWER") AND SILICON VALLEY BANK ("LENDER") IS MADE AND EXECUTED ON THE FOLLOWING TERMS AND CONDITIONS. BORROWER HAS RECEIVED PRIOR COMMERCIAL LOANS FROM LENDER OR HAS APPLIED TO LENDER FOR A COMMERCIAL LOAN OR LOANS AND OTHER FINANCIAL ACCOMMODATIONS, INCLUDING THOSE WHICH MAY BE DESCRIBED ON ANY EXHIBIT OR SCHEDULE ATTACHED TO THIS AGREEMENT. ALL SUCH LOANS AND FINANCIAL ACCOMMODATIONS, TOGETHER WITH ALL FUTURE LOANS AND FINANCIAL ACCOMMODATIONS FROM LENDER TO BORROWER, ARE REFERRED TO IN THIS AGREEMENT INDIVIDUALLY AS THE "LOAN" AND COLLECTIVELY AS THE "LOANS." BORROWER UNDERSTANDS AND AGREES THAT: (A) IN GRANTING, RENEWING, OR EXTENDING ANY LOAN, LENDER IS RELYING UPON BORROWER'S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS, AS SET FORTH IN THIS AGREEMENT; (B) THE GRANTING, RENEWING, OR EXTENDING OF ANY LOAN BY LENDER AT ALL TIMES SHALL BE SUBJECT TO LENDER'S SOLE JUDGMENT AND DISCRETION; AND (C) ALL
Master Supplier Agreement Between Spectrian Corporation And Cingular Wireless LLCMaster Supplier Agreement • August 14th, 2002 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • Georgia
[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
VOTING AGREEMENTVoting Agreement • May 29th, 2002 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • California
This VOTING AGREEMENT is entered into as of May 19, 2002, by and between REMEC, Inc., a California corporation (“Buyer”), and [ ] (“Stockholder”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG REMEC, INC., REEF ACQUISITION CORP. AND SPECTRIAN CORPORATION Dated as of May 19, 2002Merger Agreement • May 29th, 2002 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of May 19, 2002 by and among REMEC, Inc., a California corporation (“Buyer”), Reef Acquisition Corp., a Delaware corporation and wholly owned Subsidiary of Buyer (“Merger Sub”) and Spectrian Corporation, a Delaware corporation (the “Company”).
MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 14th, 2002 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • California
THIS MODIFICATION TO LOAN AND SECURITY AGREEMENT (the "Modification") is entered into as of June 5, 2002, by and between SILICON VALLEY BANK (the "Bank"), a California-chartered bank whose address is 3003 Tasman Drive, Santa Clara, California 95054, and SPECTRIAN CORPORATION, a Delaware Corporation (the "Borrower"), whose address is 350 W. Java Drive, Sunnyvale, California 94089 in reliance upon the following:
MASTER LESSOR'S CONSENT TO SUBLEASE 1. North American Resort Properties, Inc., as landlord ("Master Lessor"), hereby consents to that certain sublease ("Sublease") between Spectrian Corporation, a Delaware corporation, as sublessor ("Sublessor"), and...Master Lessor's Consent to Sublease • June 29th, 2000 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG REMEC, INC., REEF ACQUISITION CORP. AND SPECTRIAN CORPORATION Dated as of October 29, 2002Agreement and Plan of Merger and Reorganization • October 31st, 2002 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is made and entered into as of October 29, 2002 by and among REMEC, Inc., a California corporation ("Buyer"), Reef Acquisition Corp., a Delaware corporation and wholly owned Subsidiary of Buyer ("Merger Sub") and Spectrian Corporation, a Delaware corporation (the "Company").
EXHIBIT 10.51 STANDARD INDUSTRIAL/COMMERCIAL NET LEASE 1. Basic Provisions ("Basic Provisions"). ------------------------------------- 1.1 Parties: This Lease ("Lease"), dated for reference purposes only October 13, 2000 made by and between CSS...Standard Industrial/Commercial Net Lease • February 14th, 2001 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment
LOGO] SPECTRIAN February 16, 2000 Kopp Investment Advisors, Inc. 7701 France Avenue S. Suite 500 Edina, MN 55435 Re: Stockholder Rights Plan Gentlemen, Spectrian Corporation, a Delaware corporation ("Spectrian") and Kopp Investment Advisors, Inc....Stockholder Rights Plan • June 29th, 2000 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • November 19th, 2002 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • California
This Settlement Agreement and Release ("Agreement") is effective as of November 15, 2002 (the "Effective Date") among Spectrian Corporation ("Spectrian"), Cree, Inc., and Cree Microwave, Inc., a wholly owned subsidiary of Cree, Inc. that was formerly known as UltraRF, Inc. and, prior to that, as Zoltar Acquisition, Inc. (Cree, Inc. and Cree Microwave, Inc. shall be collectively referred to herein as "Cree." Spectrian and Cree shall be referred to collectively herein as the "Parties.")
NOTICE OF TERMINATIONEmployment Agreement • June 14th, 2002 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • California
This Notice of Termination ("Notice") pursuant to Section 4.1(D) to that certain Employment Agreement dated as of April 1, 2000 ("Original Agreement") given by Spectrian Corporation, a Delaware corporation (the "Company"), to Garrett A. Garrettson ("Executive"), who acknowledges below that he agrees to the provisions herein. Terms not defined herein shall have the meanings set forth in the Original Agreement.
VOTING AGREEMENTVoting Agreement • May 29th, 2002 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • California
This VOTING AGREEMENT is entered into as of May 18, 2002, by and between Spectrian Corporation, a Delaware corporation (the "Company"), and [ ] ("Shareholder").
SPECTRIAN CORPORATION FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • May 23rd, 2002 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment
This First Amendment To Rights Agreement (this "Amendment") is made as of May 19, 2002 between SPECTRIAN Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services, L.L.C. (the "Rights Agent").
NOTICE OF TERMINATION This Notice of Termination ("Notice") pursuant to Section 4.1(D) to that certain Employment Agreement dated as of April 1, 2000 ("Original Agreement") given by Spectrian Corporation, a Delaware corporation (the "Company"), to...Employment Agreement • February 8th, 2002 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • California
AGREEMENT ---------Payment and Performance Guaranty of Sublease • February 14th, 2001 • Spectrian Corp /Ca/ • Radio & tv broadcasting & communications equipment • California
