Com21 Inc Sample Contracts

1 EXHIBIT 10.21 SHARE PURCHASE AGREEMENT
Share Purchase Agreement • August 14th, 2001 • Com21 Inc • Services-computer programming, data processing, etc.
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AGREEMENT
Agreement • March 7th, 2001 • Com21 Inc • Services-computer programming, data processing, etc. • New York
COM21, INC.
Indemnification Agreement • March 17th, 1998 • Com21 Inc • Delaware
AMENDED AND RESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENT
Rights Agreement • March 17th, 1998 • Com21 Inc • California
COM21, INC. _________ shares Common Stock UNDERWRITING AGREEMENT COM21, INC. _______ SHARES
Underwriting Agreement • March 17th, 1998 • Com21 Inc • New York
COM21, INC. STOCK OPTION AGREEMENT
Com21 Inc • June 23rd, 1998 • Services-computer programming, data processing, etc. • California
ADDENDUM TO STOCK OPTION AGREEMENT
Stock Option Agreement • June 23rd, 1998 • Com21 Inc • Services-computer programming, data processing, etc.
COM21, INC.
Stock Issuance Agreement • June 23rd, 1998 • Com21 Inc • Services-computer programming, data processing, etc. • California
ADDENDUM TO STOCK OPTION AGREEMENT
Stock Option Agreement • June 23rd, 1998 • Com21 Inc • Services-computer programming, data processing, etc.
EXHIBIT E
Escrow Agreement • July 18th, 2000 • Com21 Inc • Services-computer programming, data processing, etc. • California
COM21, INC.
Com21 Inc • February 4th, 1999 • Services-computer programming, data processing, etc. • New York
RECITALS
Distribution Agreement • May 19th, 1998 • Com21 Inc • Services-computer programming, data processing, etc. • California
COM21, INC. AUTOMATIC STOCK OPTION AGREEMENT
Automatic Stock Option Agreement • June 23rd, 1998 • Com21 Inc • Services-computer programming, data processing, etc. • California
COM21, INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 23rd, 1998 • Com21 Inc • Services-computer programming, data processing, etc.
COM21, INC. and EQUISERVE TRUST COMPANY, N.A., A NATIONAL BANKING ASSOCIATION, as Rights Agent RIGHTS AGREEMENT Dated as of July 19, 2002
Rights Agreement • August 6th, 2002 • Com21 Inc • Services-computer programming, data processing, etc. • Delaware

Rights Agreement, dated as of July 19, 2002 ("Agreement"), between Com21, Inc., a Delaware corporation (the "Company"), and EquiServe Trust Company, N.A., a National Banking Association, as Rights Agent (the "Rights Agent").

LEASE AGREEMENT
Lease Agreement • April 2nd, 2001 • Com21 Inc • Services-computer programming, data processing, etc.

THIS LEASE, made this 28th day of April , 2000 between JOHN ARRILLAGA, Trustee, or his Successor Trustee, UTA dated 7/20/77 (JOHN ARRILLAGA SURVIVOR'S TRUST) as amended, and RICHARD T. PEERY, Trustee, or his Successor Trustee, UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended hereinafter called Landlord, and COM21, INC., a Delaware corporation, hereinafter called Tenant.

Loan and Security Agreement
Security Agreement • April 1st, 2002 • Com21 Inc • Services-computer programming, data processing, etc. • California

THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK, COMMERCIAL FINANCE DIVISION ("Silicon"), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above (jointly and severally, the "Borrower"), whose chief executive office is located at the above address ("Borrower's Address"). The Schedule to this Agreement (the "Schedule") shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)

RECITALS
Technology License and Reseller Agreement • May 19th, 1998 • Com21 Inc • Services-computer programming, data processing, etc. • California
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COM21, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN ("ESPP") ENROLLMENT/CHANGE FORM
1998 Employee Stock Purchase • June 23rd, 1998 • Com21 Inc • Services-computer programming, data processing, etc.
EXECUTION VERSION SHARE PURCHASE AGREEMENT
Share Purchase Agreement • July 18th, 2000 • Com21 Inc • Services-computer programming, data processing, etc. • New York
EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • March 12th, 2003 • Com21 Inc • Services-computer programming, data processing, etc. • California

THIS EXECUTIVE CHANGE OF CONTROL AGREEMENT is dated as of October 16, 2002 (this "Agreement"), by and between Com21, Inc. (the "Company"), and (the "Executive").

AGREEMENT
Agreement • April 1st, 2002 • Com21 Inc • Services-computer programming, data processing, etc. • New York

This Agreement (this "Agreement") is made as of March 20, 2002 by and between Celestica International Inc. (the "Supplier") and Com21, Inc. (the "Customer").

1 SIEMENS AG PURCHASE AND LICENSE AGREEMENT
Siemens Ag Purchase and License Agreement • April 24th, 1998 • Com21 Inc • Services-computer programming, data processing, etc. • New York
WITNESSETH
Lease Agreement • March 17th, 1998 • Com21 Inc
REVOLVING CREDIT AND SECURITY AGREEMENT DATED AS OF DECEMBER 1, 2000 BY AND BETWEEN COM21, INC. AND COMERICA BANK-CALIFORNIA REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • April 2nd, 2001 • Com21 Inc • Services-computer programming, data processing, etc. • California

THIS REVOLVING CREDIT AND SECURITY AGREEMENT ("Agreement") is made and delivered this 1st day of December, 2000, by and between Com21, Inc., a Delaware corporation ("Borrower"), and COMMERCIA BANK-CALIFORNIA, a California banking corporation ("Bank").

EXHIBIT A-2 GADLINE, LTD.
Employment and Non-Competition Agreement • July 18th, 2000 • Com21 Inc • Services-computer programming, data processing, etc.
EXHIBIT A-3 GADLINE, LTD.
Employment and Non-Competition Agreement • July 18th, 2000 • Com21 Inc • Services-computer programming, data processing, etc.
EXHIBIT D
Registration Rights Agreement • July 18th, 2000 • Com21 Inc • Services-computer programming, data processing, etc. • New York
AMENDMENT NO. 1
Share Purchase Agreement • July 18th, 2000 • Com21 Inc • Services-computer programming, data processing, etc.
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