ContractForce10 Networks Inc • March 2nd, 2010 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AGREEMENT AND PLAN OF MERGER AMONG TURIN NETWORKS, INC., RF ACQUISITION CORP. AND CARRIER ACCESS CORPORATION DECEMBER 15, 2007Agreement and Plan of Merger • March 2nd, 2010 • Force10 Networks Inc • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 15, 2007 (the “Agreement Date”) by and among Turin Networks, Inc., a Delaware corporation (“Acquiror”), RF Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub”), and Carrier Access Corporation, a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2010 • Force10 Networks Inc • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , 2009, by and between Force10 Networks, Inc., a Delaware corporation (the “Company” or “Force10”), and (Name) (“Indemnitee”).
FORCE10 NETWORKS, INC. RETENTION INCENTIVE AGREEMENTRetention Incentive Agreement • March 2nd, 2010 • Force10 Networks Inc • California
This Retention Incentive Agreement (the “Agreement”) is made and entered into effective as of (the “Effective Date”), by and between (“Employee”) and Force10 Networks, Inc. a Delaware corporation (the “Company”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 2nd, 2010 • Force10 Networks Inc • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of June 18, 2009, by and among Force10 Networks, Inc. (formerly, Turin Networks, Inc.), a Delaware corporation (the “Company”), John W. Webley (the “Founder”), Silicon Valley Bank (“SVB”), AEI, holders of Common Stock previously issued as Conversion Stock upon conversion of shares of any series of Preferred Stock of the Company (the “Common Holders”), the persons and entities who currently hold Preferred Stock of the Company and are currently parties to the Investors’ Rights Agreement (the “Existing Purchasers”) and certain new investors who received shares of Company Preferred Stock pursuant to the terms and conditions of that certain Agreement and Plan of Reorganization by and among the Company, Titan1 Acquisition Corp. (the “Merger Sub”), and the entity formerly known as Force10 Networks, Inc. (“Force10”), dated December 31, 2008, as amended (the “Merger Agreement”), and who deliver an executed signat
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG TURIN NETWORKS, INC., TITAN1 ACQUISITION CORP., AND FORCE10 NETWORKS, INC. DECEMBER 31, 2008Agreement and Plan of Reorganization • March 2nd, 2010 • Force10 Networks Inc • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of December 31, 2008 (the “Agreement Date”) by and among Turin Networks, Inc., a Delaware corporation (“Acquiror”), Titan1 Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), and Force10 Networks, Inc., a Delaware corporation (“Target”).
WARRANT TO PURCHASE SERIES A-1 PREFERRED STOCK OF FORCE10 NETWORKS, INC.Series B Agreement • March 2nd, 2010 • Force10 Networks Inc • California
This warrant certificate (the “Warrant”) certifies that, for value received «Holder_Name» or its registered assigns (the “Holder”), is entitled, subject to the terms and conditions hereinafter set forth, to purchase, at the applicable Warrant Exercise Price set forth in Section 1, in whole or, subject to Section 2(c), in part, from time to time after the date hereof until «Expiration_Date», but not thereafter (the “Expiration Date”), the Warrant Stock.
ContractForce10 Networks Inc • March 2nd, 2010
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH OTHER APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
LEASE AGREEMENTLease Agreement • March 2nd, 2010 • Force10 Networks Inc
M/s. Kalyani Constructions Pvt Ltd., a company incorporated under the Companies Act 1956 having its registered office at “Wellington Plaza, Door No.90, Anna Salai, Chennai — 600 002, represented by its General Manager, Personnel and authorised signatory Mr. T. Thomas S/o. Late N.M. Thomas, hereinafter referred to as the
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 2nd, 2010 • Force10 Networks Inc
This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 26, 2009 between SILICON VALLEY BANK, a California corporation (“Bank”), and FORCE10 NETWORKS, INC., formerly known as Turin Networks, Inc., a Delaware corporation (“Parent”), CARRIER ACCESS CORPORATION, a Delaware corporation, (“CAC”), and TITAN1 ACQUISITION CORP., formerly known as Force10 Networks, Inc., a Delaware corporation (“Titan1”, together with Parent and CAC, collectively, jointly and severally “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ContractForce10 Networks Inc • March 2nd, 2010 • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
REDWOOD BUSINESS PARK FULL SERVICE LEASE BASIC LEASE INFORMATIONLease • March 2nd, 2010 • Force10 Networks Inc
THIS LEASE, dated October 4, 1999, is made and entered into by and between G & W/Copley Redwood Business Park, L.P., a limited partnership (“Landlord”), and Turin Networks, Inc., a California corporation (“Tenant”).
WARRANT TO PURCHASE SERIES B PREFERRED STOCK OF FORCE10 NETWORKS, INC.Placement Agreement • March 2nd, 2010 • Force10 Networks Inc • California
This warrant certificate (the “Warrant”) certifies that, for value received, Advanced Equities Financial Corp. or its registered assigns (the “Holder”), is entitled, subject to the terms and conditions hereinafter set forth, to purchase, at the applicable Warrant Exercise Price set forth in Section 1, in whole or, subject to Section 2(c), in part, from time to time after the date hereof until 11:59 P.M. (Pacific Time) on the fifth anniversary of the date set forth above, but not thereafter (the “Expiration Date”), the Warrant Stock.
