STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • September 29th, 2014 • Ikanos Communications, Inc. • Telephone & telegraph apparatus • Delaware
This STANDBY PURCHASE AGREEMENT (this “Agreement”) is by and between the undersigned, Tallwood III, L.P., a Delaware limited partnership (“Tallwood III”), Tallwood III Partners, L.P., a Delaware limited partnership (“Tallwood III Partners”), and Tallwood III Associates, L.P., a Delaware limited partnership (“Tallwood III Associates”) (collectively, the “TWVC Funds”) (each, a “Standby Purchaser” and collectively, the “Standby Purchasers”) and Ikanos Communications, Inc., a Delaware corporation (the “Company”). Terms not defined elsewhere in this Agreement shall have the meanings indicated on Exhibit A hereto:
IKANOS COMMUNICATIONS, INC. AMENDED AND RESTATED STOCKHOLDER AGREEMENT Dated as of September 29, 2014Stockholder Agreement • September 29th, 2014 • Ikanos Communications, Inc. • Telephone & telegraph apparatus • Delaware
This AMENDED AND RESTATED STOCKHOLDER AGREEMENT is made as of September 29, 2014, by and between Ikanos Communications, Inc., a Delaware corporation (“Ikanos” or the “Company”), and Tallwood III, L.P., a Delaware limited partnership (“Tallwood III”), Tallwood III Partners, L.P., a Delaware limited partnership (“Tallwood III Partners”), Tallwood III Associates, L.P., a Delaware limited partnership (“Tallwood III Associates”), and Tallwood III Annex, L.P., a Delaware limited partnership (“Tallwood III Annex”) (Tallwood III, Tallwood III Partners, Tallwood III Associates and Tallwood III Annex are together hereinafter referred to as the “TWVC Funds” and each individually, a “TWVC Fund”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2014 • Ikanos Communications, Inc. • Telephone & telegraph apparatus • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 29, 2014, by and between Ikanos Communications, Inc., a Delaware corporation (the “Company”), Alcatel-Lucent Participations, S.A (“ALU Part”), and Tallwood III, L.P., a Delaware limited partnership (“Tallwood III”), Tallwood III Partners, L.P., a Delaware limited partnership (“Tallwood III Partners”), and Tallwood III Associates, L.P., a Delaware limited partnership (“Tallwood III Associates”) (collectively, the “TWVC Funds”). ALU Part and the TWVC Funds are together hereinafter referred to as the “Investors” and each individually, an “Investor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 29th, 2014 • Ikanos Communications, Inc. • Telephone & telegraph apparatus • Delaware
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 29, 2014 (the “Effective Date”), between ALCATEL-LUCENT USA, INC., a Delaware corporation (“Lender”), and IKANOS COMMUNICATIONS, INC., a Delaware corporation (“Borrower”), provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:
