0000912057-01-520246 Sample Contracts

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Polycom Inc • June 18th, 2001 • Computer communications equipment

THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

SIREN WIDEBAND AUDIO CODEC LICENSE AGREEMENT
Codec License Agreement • June 18th, 2001 • Polycom Inc • Computer communications equipment • Massachusetts

This Siren Wideband Audio Codec License Agreement ("Agreement") is entered into by and among PictureTel Technology Corp., a Delaware corporation having its principal office 205 Ravendale Drive, Mt. View, CA 94043, PictureTel Corporation, a Delaware corporation having its principal office at 100 Minuteman Road, Andover, MA 01810 (collectively, "PictureTel," unless otherwise expressly noted) and Polycom, Inc., a Delaware corporation having its principal office at 1565 Barber Lane, Milpitas, California 95035 ("Licensee").

NOTE AGREEMENT
Note Agreement • June 18th, 2001 • Polycom Inc • Computer communications equipment • New York

This NOTE AGREEMENT, dated as of June 15, 2001 (as amended, modified or supplemented from time to time, this "Agreement"), is entered into by and between PICTURETEL CORPORATION, a Delaware corporation ("Company"), and POLYCOM, INC., a Delaware corporation ("Purchaser").

Polycom Letterhead] June 15, 2001
Polycom Inc • June 18th, 2001 • Computer communications equipment • Delaware

This letter agreement sets forth the agreement of Polycom, Inc., a Delaware corporation ("Parent") and PictureTel Corporation, a Delaware corporation ("Company") with respect to the voting of the shares (the "Shares") of common stock of the Company, par value $0.01 per share (the "Common Stock") issuable upon conversion of the Company's Series A Senior Convertible Note and Series B Senior Convertible Note (the "Notes" and, together with the Shares, the "Securities") and certain other matters set forth herein. The parties acknowledge that the agreements contained herein are an integral part of the transactions contemplated by the Note Agreement dated the date hereof between the parties.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 18th, 2001 • Polycom Inc • Computer communications equipment • New York

REGISTRATION RIGHTS AGREEMENT (as amended, modified or supplemented from time to time, this "Registration Rights Agreement"), dated as of June 15, 2001, by and between PictureTel Corporation, a Delaware corporation, having its principal office at 100 Minuteman Road, Andover, MA 01810 (the "Company"), and Polycom, Inc., a Delaware corporation having its principal office at 1565 Barber Lane, Milpitas, CA 95035 ("Parent").

CONFIDENTIALITY AND STANDSTILL AGREEMENT
Confidentiality and Standstill Agreement • June 18th, 2001 • Polycom Inc • Computer communications equipment • Massachusetts

This Confidentiality and Standstill Agreement (the "Agreement") is entered into as of this 7th day of March, 2001, by and between Polycom, Inc. ("Polycom"), and PictureTel Corporation ("PictureTel"), a Delaware corporation.

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