AMENDMENT TO STOCKHOLDERS’ AGREEMENT OF SANTERA SYSTEMS INC.Stockholders’ Agreement • August 8th, 2005 • Tekelec • Radio & tv broadcasting & communications equipment • Delaware
THIS AMENDMENT TO STOCKHOLDERS’ AGREEMENT OF SANTERA SYSTEMS INC. (the “Amendment”) is made as of this 3rd day of August, 2005, by and among Tekelec, a California corporation (“Tekelec”), Santera Systems Inc., a Delaware corporation (“Santera”), certain stockholders of Santera, and Austin Ventures VI, L.P., a Delaware limited partnership (“Austin Ventures”), as the Representative. Capitalized terms used herein that are not otherwise defined have the meanings set forth in the Stockholders’ Agreement dated as of April 30, 2003 by and between Tekelec, Santera, the stockholders of Santera (the “Legacy Santera Stockholders”), and the Representative (the “Stockholders’ Agreement”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 8th, 2005 • Tekelec • Radio & tv broadcasting & communications equipment • Delaware
AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • August 8th, 2005 • Tekelec • Radio & tv broadcasting & communications equipment • Delaware
THIS AMENDMENT TO ESCROW AGREEMENT (the “Amendment”) is made as of this 3rd day of August 2005, by and among Tekelec, a California corporation (“Tekelec”), Santera Systems Inc., a Delaware corporation (“Santera”), certain stockholders of Santera (the “Stockholders”), Austin Ventures VI, L.P., a Delaware limited partnership (“Austin Ventures”), as the Representative, and J.P. Morgan Trust Company, National Association (“Escrow Agent”). Capitalized terms used herein that are not otherwise defined have the meanings set forth in the Escrow Agreement dated as of April 30, 2003 by and between Tekelec, Santera, the stockholders of Santera, the Representative and the Escrow Agent (the “Escrow Agreement”).
TEKELEC INDEMNIFICATION AGREEMENTIndemnification Agreement • August 8th, 2005 • Tekelec • Radio & tv broadcasting & communications equipment • California
This Indemnification Agreement (“Agreement”) is made as of ___by and between Tekelec, a California corporation (the “Company”), and ___(“Indemnitee”).
