Cobalt Networks Inc – FORM OF STOCK OPTION AGREEMENT (September 29th, 2000)EXHIBIT 10.1 EXECUTION COPY FORM OF STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as --------- of September 18, 2000 by and between Sun Microsystems, Inc., a Delaware corporation ("Parent"), and Cobalt Networks, Inc., a Delaware corporation (the ------ "Company"). -------- RECITALS: A. Parent, Merger Sub (as defined below) and the Company have entered into an Agreement and Plan of Merger and Reorganization (the "Reorganization -------------- Agreement") which provides for the merger (the "Merger") of a wholly-owned --------- ------ subsidiary of Parent ("Merger Sub") with and into t
Cobalt Networks Inc – FORM OF VOTING AGREEMENT (September 29th, 2000)EXHIBIT 99.1 EXECUTION COPY FORM OF VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of --------- September 18, 2000 by and between Sun Microsystems, Inc., a Delaware corporation ("Parent"), and the undersigned stockholder and/or option holder (the ------ "Stockholder") of Cobalt Networks, Inc., a Delaware corporation (the "Company"). ------------ ------- RECITALS: A. Parent, the Company and Merger Sub (as defined below) have entered into an Agreement and Plan of Merger and Reorganization (the "Reorganization -------------- Agreement"), which provides for the merger (the "Merger") of a who
Cobalt Networks Inc – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (September 29th, 2000)EXHIBIT 2.1 EXECUTION COPY -------------- AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG SUN MICROSYSTEMS, INC. AZURE ACQUISITION CORPORATION AND COBALT NETWORKS, INC. Dated as of September 18, 2000 PROJECT BLUE EXECUTION COPY AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of September 18, 2000, by and among Sun Microsystems, Inc., a Delaware corporation ("Parent"), Azur
Cobalt Networks Inc – NON-COMPETITION AGREEMENT (June 7th, 2000)EXHIBIT 2.1.2 FORM OF COBALT NETWORKS, INC. NON-COMPETITION AGREEMENT This Non-Competition Agreement is entered into by and between Cobalt Networks, Inc. ("Parent"), Chili!Soft, Inc., a California corporation (the "Company") and the undersigned shareholder ("Shareholder") of the Company as of _________, 2000. RECITALS A. WHEREAS, pursuant to that certain Agreement and Plan of Reorganization (the "Reorganization Agreement") dated as of March 22, 2000, by and between Parent, Blue Tortilla Acquisition Corp. ("Merger Sub") and the Company, Merger Sub will merge with and into the Company (the "Merger") and any shares of Company capital stock owned by Shareholder will be exchanged for Parent Common Stock and any options to acquire Company Common Stock will be assumed by Parent and b
Cobalt Networks Inc – ESCROW AGREEMENT (June 7th, 2000)EXHIBIT 2.1.11 FORM OF ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into as of May __, 2000 by and among Cobalt Networks, Inc., a Delaware corporation (the "Parent"), Blue Tortilla Acquisition Corporation, a California corporation ("Merger Sub"), Chili!Soft, Inc., a California corporation (the "Company"), The Bank of New York, a New York banking corporation, as escrow agent (the "Escrow Agent"), Warren J. Packard and Scot E. Land (each such natural person a "Securityholder Agent" and collectively, the "Securityholder Agents"). RECITALS A. The Parent, the Merger Sub and the Company are parties to that certain Agreement and Plan of Reorganization (the "Acquisition Agreement"), providing for the purchase of the outstanding capital stock of the Company (the "Company
Cobalt Networks Inc – DECLARATION OF REGISTRATION RIGHTS (June 7th, 2000)EXHIBIT 2.1.6 FORM OF COBALT NETWORKS, INC. DECLARATION OF REGISTRATION RIGHTS This Declaration of Registration Rights ("Declaration") is made as of ___, 2000, by Cobalt Networks, Inc., a Delaware corporation ("Parent"), for the benefit of shareholders of Chili!Soft, Inc., a California corporation (the "Company"), acquiring shares of Parent Common Stock pursuant to that Agreement and Plan of Reorganization dated as of March 22, 2000 (the "Reorganization Agreement"), among the Company, Parent and Blue Tortilla Acquisition Corp., a California corporation and wholly owned subsidiary of Parent ("Merger Sub"), and pursuant to the related Merger Agreement (the "Merger Agreement") between the Company and Merger Sub and in consideration of such shareholders' approving the principal terms of the Reorganization Agreement and the trans
Cobalt Networks Inc – Lock-Up Agreement (June 7th, 2000)EXHIBIT 2.1.5 Form of Colbalt Networks, Inc. Lock-Up Agreement Goldman, Sachs & Co. Merrill Lynch & Co. BancBoston Robertson Stephens Inc. c/o Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Re: Cobalt Networks, Inc. - Lock-Up Agreement ----------------------------------------- Ladies and Gentlemen: The undersigned understands that you, as representatives (the "Representatives"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the "Underwriters"), with Cobalt Networks, Inc. a Delaware corporation (the "Company"), providing for a public offering of the Common Stock of the Company (the "Shares") pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (t
Cobalt Networks Inc – AGREEMENT AND PLAN OF REORGANIZATION (June 7th, 2000)EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG COBALT NETWORKS, INC., BLUE TORTILLA ACQUISITION CORP. AND CHILI!SOFT, INC. Dated as of March 22, 2000 TABLE OF CONTENTS Page ARTICLE I THE MERGER....................................................... 2 1.1 The Merger................................................. 2 1.2 Effective Time............................................. 2 1.3 Effect of the Merger....................................... 2 1.4 Articl
Cobalt Networks Inc – AFFILIATE AGREEMENT (June 7th, 2000)EXHIBIT 2.1.7 FORM OF COBALT NETWORKS, INC. AFFILIATE AGREEMENT This Affiliate Agreement (this "Agreement") is made and entered into as of _________, 2000, between Cobalt Networks, Inc., a Delaware corporation ("Parent") and the undersigned affiliate ("Affiliate") of Chili!Soft, Inc., a California corporation ("Company"). RECITALS A. WHEREAS, Parent, Blue Tortilla Acquisition Corp., a California Corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Company entered into an Agreement and Plan of Reorganization dated as of March 22, 2000 ("Reorganization Agreement") pursuant to which Merger Sub will merge with and into Company ("Merger"), and Company as the surviving corporation of the Merger will become a subsidiary of Parent (capitalized terms not otherwise
Cobalt Networks Inc – PRESS RELEASE (June 7th, 2000)EXHIBIT 99.1 ------------------------------------------------------------------------------ PRESS RELEASE ------------------------------------------------------------------------------ FOR IMMEDIATE RELEASE --------------------- For more information contact: Chris Bunn Renee Reyes Investor Relations Cobalt Networks Cobalt Networks 650-623-2625 650-623-2500 renee@cobalt.com cbunn@cobalt.com Cobalt Networks To Acquire Chili!Soft Mountain View, CA, March 23, 2000 - Cobalt Networks, Inc. (NASDAQ: COBT), a leading provider of server appli
Cobalt Networks Inc – VOTING AGREEMENT (June 7th, 2000)EXHIBIT 2.1.1 FORM OF COBALT NETWORKS, INC. VOTING AGREEMENT This Voting Agreement (this "Agreement") is made and entered into as of March 22, 2000, between Cobalt Networks, Inc., a Delaware corporation ("Parent"), and the undersigned shareholder ("Shareholder") of Chili!Soft, Inc., a California corporation ("Company"). RECITALS A. WHEREAS, concurrently with the execution of this Agreement, Parent, Company and Blue Tortilla Acquisition Corp., a California corporation and a wholly owned subsidiary of Parent ("Merger Sub"), have entered into an Agreement and Plan of Reorganization (the "Reorganization Agreement") which provides for the merger (the "Merger") of Merger Sub with and into the Company. Pursuant to the Merger, shares of capital stock of the Company will be conv
Cobalt Networks Inc – AMENDED AND RESTATED ARTICLES OF INCORPORATION (June 7th, 2000)EXHIBIT 2.1.4 FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CHILI!SOFT, INC. First: The name of this corporation is: Chili!Soft, Inc. ----- Second: The purpose of this corporation is to engage in any lawful act or ------ activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. Third: This corporation is authorized to issue one class of stock, ----- designated "Common Stock." The total number of shares that this corporation is authorized to issue is 1,000 shares. Fourth: ------ (A) Limitation of Directors' Liability. The liabil
Cobalt Networks Inc – AGREEMENT OF MERGER (June 7th, 2000)EXHIBIT 2.1.3 FORM OF AGREEMENT OF MERGER This Agreement of Merger, dated as of May __, 2000 (this "Agreement"), is made and entered into by Blue Tortilla Acquisition Corp., a California corporation (being herein referred to as "Merger Sub"), and Chili!Soft, Inc., a California corporation ("Chili!Soft" or the "Surviving Corporation"). Chili!Soft and Merger Sub are herein collectively referred to as the "Constituent Corporations." RECITALS A. Cobalt Networks, Inc., a Delaware corporation ("Cobalt Networks"), directly owns all of the outstanding shares of capital stock of Merger Sub. B. The Constituent Corporations and Cobalt Networks have entered into an Agreement and Plan of Reorganization, dated as of March 22, 2000 (the "Reorganization Agreement"), providing for certain representations, warran
Cobalt Networks Inc – MASTER SUPPLY AGREEMENT (November 4th, 1999)EXHIBIT 10.13 Gateway Confidential [LOGO OF GATEWAY] MASTER SUPPLY AGREEMENT THIS MASTER SUPPLY AGREEMENT (the "Agreement") is entered into effective as of September 16, 1999 ("Effective Date"), by and between Gateway, Inc., a Delaware corporation, 610 Gateway Drive, North Sioux City, SD 57049, and its subsidiaries as determined by Gateway, Inc. (collectively, "Gateway"), and Cobalt Networks, Inc., a California corporation, 555 Ellis Street, Mountain View, California 94043 ("Cobalt"). 1 Background and Definitions 1.1 The purpose of this Agreement is to establish the terms and conditions under which Cobalt will provide certain Products (as defined in Attachment A and listed in Paragraph 5 of an Attachment B in the form attached to this Agreement) to Gateway. Such provision shall be as set forth in this Agreement, i
Cobalt Networks Inc – MASTER SUPPLY AGREEMENT (October 20th, 1999)EXHIBIT 10.13 Gateway Confidential [LOGO OF GATEWAY] MASTER SUPPLY AGREEMENT THIS MASTER SUPPLY AGREEMENT (the "Agreement") is entered into effective as of September 16, 1999 ("Effective Date"), by and between Gateway, Inc., a Delaware corporation, 610 Gateway Drive, North Sioux City, SD 57049, and its subsidiaries as determined by Gateway, Inc. (collectively, "Gateway"), and Cobalt Networks, Inc., a California corporation, 555 Ellis Street, Mountain View, California 94043 ("Cobalt"). 1 Background and Definitions 1.1 The purpose of this Agreement is to establish the terms and conditions under which Cobalt will provide certain Products (as defined in Attachment A and listed in Paragraph 5 of an Attachment B in the form attached to this Agreement) to Gateway. Such provision shall be as set forth in this Agreement, i
Cobalt Networks Inc – TURNKEY SERVICE AND PURCHASE AGREEMENT (October 20th, 1999)EXHIBIT 10.11 TURNKEY SERVICE AND PURCHASE AGREEMENT This Agreement is effective as of August 31, 1999 and is between Cobalt Networks, Inc., a California corporation ("Cobalt"), having offices located at 555 Ellis Street, Mountain View, CA, 94043 and SMTC Manufacturing Corporation, a California corporation ("SMTC"), having office at 2302 Trade Zone Blvd, San Jose, CA 95131. RECITALS A. Cobalt is a developer and marketer of network appliances and SMTC is a provider of turnkey contract manufacturing and order fulfillment services to technology companies. B. Cobalt wishes to utilize A services to manufacture Cobalt's network appliance products and fulfill orders for such products and SMTC wishes to provide such services to Cobalt. In consideration of the premises and mutual covenants contained herein, the parties agree as follows: 1. DEFINITIONS
Cobalt Networks Inc – EMPLOYMENT AGREEMENT (October 14th, 1999)EXHIBIT 10.14 COBALT NETWORKS, INC. EMPLOYMENT AGREEMENT This Agreement (the "Agreement") is made as of August 31, 1999 by and between Cobalt Networks, Inc., a California corporation (the "Company"), and Vivek Mehra (the "Executive"). 1. Employment and Duties. Executive shall be employed as an Executive --------------------- Vice President of the Company, reporting directly to the Chief Executive Officer, President or Chief Operating Officer of the Company, as the Company designates, and assuming and discharging such responsibilities as are commensurate with such office and position. Executive shall comply with and be bound by the Company's operating policies, procedures and practices as in effect from time to time during the term of Executive's employment hereunder. During the term of Executive's employment with the Company, Executive
Cobalt Networks Inc – Underwriting Agreement (October 14th, 1999)EXHIBIT 1.1 Cobalt Networks, Inc. Common Stock Underwriting Agreement ---------------------- ....................., 1999 Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated BancBoston Robertson Stephens Inc. SoundView Technology Group, Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: Cobalt Networks, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 5,000,000 shares (the "Firm Shares") and, at the election of the Underwriter
Cobalt Networks Inc – CERTIFICATE OF INCORPORATION (October 14th, 1999)EXHIBIT 3.1.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COBALT NETWORKS, INC. Cobalt Networks, Inc., a corporation organized and existing under laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is Cobalt Networks, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the state of Delaware on September 2, 1999. 2. Pursuant to Sections 228, 242 and 245 of the General Corporation Laws of the State of Delaware, this Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation. 3. The text of the Certificate of Incorporation as heretofore amended or supplemented is hereby amende
Cobalt Networks Inc – RESTATED CERTIFICATE OF INCORPORATION (October 14th, 1999)EXHIBIT 3.1.2 RESTATED CERTIFICATE OF INCORPORATION OF COBALT NETWORKS, INC. Cobalt Networks, Inc., a corporation organized and existing under laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is Cobalt Networks, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the state of Delaware on September 2, 1999 and was amended on September __, 1999. 2 Pursuant to Sections 228, 242 and 245 of the General Corporation Laws of the State of Delaware, this Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation. 3. The text of the Certificate of Incorporation as heretofore amended or supplemented is hereby amended and r
Cobalt Networks Inc – AMENDED AND RESTATED 1997 EMPLOYEE STOCK PLAN (September 8th, 1999)EXHIBIT 10.2 COBALT NETWORKS, INC. AMENDED AND RESTATED 1997 EMPLOYEE STOCK PLAN (With Amendments Through September 1, 1999) 1. Purposes of the Plan. The purposes of this Employee Stock Plan are: -------------------- . to attract and retain the best available personnel for positions of substantial responsibility, . to provide additional incentive to Employees, Directors and Consultants, and . to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: ----------- (
Cobalt Networks Inc – 1999 EMPLOYEE STOCK PURCHASE PLAN (September 8th, 1999)EXHIBIT 10.3 COBALT NETWORKS, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 1999 Employee Stock Purchase Plan of Cobalt Networks, Inc. 1. Purpose. The purpose of the Plan is to provide employees of the ------- Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. ----------- (a) "Board" shall mean the Board of Directors of the Company o
Cobalt Networks Inc – DIRECTOR OPTION AGREEMENT (September 8th, 1999)EXHIBIT 10.4.1 COBALT NETWORKS, INC. DIRECTOR OPTION AGREEMENT Cobalt Networks, Inc., (the "Company"), has granted to ___________________ (the "Optionee"), an option to purchase a total of [__________ (____)] shares of the Company's Common Stock (the "Optioned Stock"), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company's 1999 Director Option Plan (the "Plan") adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein. 1. Nature of the Option. This Option is a nonstatutory option and is not -------------------- intended to qualify for any special tax benefits to the Optionee. 2. Exercise Price. The exercise price is $_______ for each share of -------------- Common Sto
Cobalt Networks Inc – RESTATED CERTIFICATE OF INCORPORATION (September 8th, 1999)EXHIBIT 3.1.1 RESTATED CERTIFICATE OF INCORPORATION OF COBALT NETWORKS, INC. Cobalt Networks, Inc., a corporation organized and existing under laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is Cobalt Networks, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the state of Delaware on September 2, 1999. 2. Pursuant to Sections 228, 242 and 245 of the General Corporation Laws of the State of Delaware, this Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation. 3. The text of the Certificate of Incorporation as heretofore amended or supplemented is hereby amended and restated to read in its entirety as fol
Cobalt Networks Inc – ASSIGNMENT OF LEASE (September 8th, 1999)Exhibit 10.7.1 ASSIGNMENT OF LEASE This Assignment of Lease ("Assignment") is made this 2nd day of September, 1998 by and between Netscape Communications, Inc., a Delaware corporation, whose address is 501 East Middlefield Road, Mountain View, California 94043 ("Netscape") and Cobalt Networks, Inc., a California corporation, whose address, from and after the Effective Date will be 555 Ellis Street, Mountain View, California 94043 ("Assignee"). RECITALS A. Netscape leases certain premises consisting of a portion of an industrial building containing approximately 15,350 square feet, located at 555 Ellis Street, Mountain View, California, pursuant to that certain Sublease dated as of October 28, 1996 between Banta Corporation (the "Master Sublandlord"), as sublandlord, and Netscape, as subtenant, as amended by that certain Addendum One to S
Cobalt Networks Inc – FORM OF EMPLOYMENT AGREEMENT (September 8th, 1999)EXHIBIT 10.5 COBALT NETWORKS, INC. FORM OF EMPLOYMENT AGREEMENT This Agreement (the "Agreement") is made as of August , 1999 by and between Cobalt Networks, Inc., a California corporation (the "Company"), and _______ (the "Executive"). 1. Employment and Duties. Executive shall be employed as an Executive ---------------------- Vice President of the Company, reporting directly to the Chief Executive Officer, President or Chief Operating Officer of the Company, as the Company designates, and assuming and discharging such responsibilities as are commensurate with such office and position. Executive shall comply with and be bound by the Company's operating policies, procedures and practices as in effect from time to time during the term of Executive's employment hereunder. During the term of Executive's employment with the Company, E
Cobalt Networks Inc – RESTATED ARTICLES OF INCORPORATION (September 8th, 1999)EXHIBIT 3.3 RESTATED ARTICLES OF INCORPORATION OF COBALT NETWORKS, INC. a California Corporation The undersigned, Stephen DeWitt and John Montgomery, hereby certify that: 1. They are the duly elected and acting President and Assistant Secretary, respectively, of Cobalt Networks, Inc., a California corporation (the "Corporation"). 2. The Articles of Incorporation of the Corporation are amended and restated in their entirety as in Appendix I attached hereto. 3. The amendments and restatements herein set forth have been duly approved by the Board of Directors of the Corporation. 4. The amendments herein set forth have been duly approved by the required vote of the shareholders of the Corporation in accordance with Sections 902 and 903 of the California Corporations
Cobalt Networks Inc – CERTIFICATE OF INCORPORATION (September 8th, 1999)EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF COBALT NETWORKS, INC. ARTICLE I. The name of this corporation is Cobalt Networks, Inc. ARTICLE II. The address of the corporation's registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of Newcastle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III. The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware. ARTICLE IV. The total number of shares of all classes of stock which the Corporation is authorized to
Cobalt Networks Inc – EMPLOYEE STOCK PLAN (September 8th, 1999)EXHIBIT 10.2.1 COBALT NETWORKS, INC. EMPLOYEE STOCK PLAN NOTICE OF STOCK OPTION GRANT ---------------------------- [Name] ISO - [ ] -------------------------- -------------------------- You have been granted an option, consisting of the Stock Option Agreement attached hereto as Exhibit A and this Notice of Stock Option Grant (together, the "Option") to purchase Common Stock of COBALT NETWORKS, INC. (the "Company") as follows: Date of Grant ---------------------------- Vesting Date ---------------------------- Option Price Per Share $ ---------------------------- Total Number of Shares Granted
Cobalt Networks Inc – Re: Separation Agreement (September 8th, 1999)Exhibit 10.10 July 28, 1999 Ms. Robin Porter [Address] Re: Separation Agreement Dear Robin: This letter constitutes the Separation Agreement (hereinafter the "Agreement") between Robin Porter and Cobalt Networks, Inc. (hereinafter "Cobalt" or the "Company") containing the terms of Ms. Porter's separation from employment with Cobalt. 1. Ms. Porter's term of active employment at Cobalt will end July 31, 1999. At that time she will be paid in one lump sum, subject to appropriate tax withholding, all accrued vacation, any employee expense reimbursements, as well as her final wages as a regular employee. Her final termination date, as explained below, will be October 31, 1999. For the time period from August 1, 1999 until October 31, 1999 (the "Extended Service Period"), the Company will not expect Ms. Porter to report for regular work hours, but will expect her to maintain telephone availability to St
Cobalt Networks Inc – TURNKEY SERVICE AND PURCHASE AGREEMENT (September 8th, 1999)EXHIBIT 10.11 TURNKEY SERVICE AND PURCHASE AGREEMENT This Agreement is effective as of August 31, 1999 and is between Cobalt Networks, Inc., a California corporation ("Cobalt"), having offices located at 555 Ellis Street, Mountain View, CA, 94043 and SMTC Manufacturing Corporation, a California corporation ("SMTC"), having office at 2302 Trade Zone Blvd, San Jose, CA 95131. RECITALS A. Cobalt is a developer and marketer of network appliances and SMTC is a provider of turnkey contract manufacturing and order fulfillment services to technology companies. B. Cobalt wishes to utilize A services to manufacture Cobalt's network appliance products and fulfill orders for such products and SMTC wishes to provide such services to Cobalt. In consideration of the premises and mutual covenants contained herein, the parties agree as follows: 1. DEFINITIONS
Cobalt Networks Inc – EMPLOYEE STOCK PLAN (September 8th, 1999)EXHIBIT 10.8 COBALT NETWORKS, INC. EMPLOYEE STOCK PLAN NOTICE OF STOCK OPTION GRANT ---------------------------- George Korchinsky ISO - 44 [Address] ____________________________ ____________________________ You have been granted an option, consisting of the Stock Option Agreement attached hereto as Exhibit A and this Notice of Stock Option Grant (together, the "Option") to purchase Common Stock of COBALT NETWORKS, INC. (the "Company") as follows: Date of Grant: 7/15/98 ------------ Vesting Date: 07/08/98 ------------ Option Price Per Share: 0.50
Cobalt Networks Inc – SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (September 8th, 1999)Exhibit 4.2 SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT ------------------------------------------------------- This Second Amended and Restated Investors' Rights Agreement (this "Agreement") is made and entered into as of April 30, 1999 by and among Cobalt Networks, Inc. (the "Company"), the undersigned holders of capital stock or warrants to purchase capital stock of the Company (the "Investors"), and the undersigned purchasers of Series C Preferred Stock of the Company (the "Purchasers"). The Investors, other holders of registration and other rights under the Prior Agreement (as defined below), and the Purchasers are sometimes collectively referred to as the "Shareholders". The names of the Investors and the Purchasers are set forth on the Schedule of Investors and Purchasers attached hereto as Schedule A. RECITALS:
Cobalt Networks Inc – INDEMNIFICATION AGREEMENT (September 8th, 1999)EXHIBIT 10.1 COBALT NETWORKS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of ___________, 1999 by and between Cobalt Networks, Inc., a Delaware corporation (the "Company"), and ______________ ("Indemnitee"). WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and its related entities; WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the Company wishes to provide for the indemnification of, and the advancement of expenses to, Indemnitee to the maximum extent permitted by law; WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for the Company's directors, officers, employees, agents and fiduciaries, the significant
Cobalt Networks Inc – Renault & Handley Solar Ellis Joint Venture (September 8th, 1999)EXHIBIT 10.7 Renault & Handley INDUSTRIAL & COMMERCIAL REAL ESTATE This LEASE, executed in duplicate at Palo Alto, California, this 5th PARTIES day of August, 1998 by and between Renault & Handley Solar Ellis Joint Venture and Cobalt Networks, Inc., a California corporation hereinafter called respectively Lessor and Lessee, without regard to number or gender. PREMISES 1. Witnesseth: That Lessor hereby leases to Lessee, and Lessee hires from Lessor, those certain premises, hereinafter in this lease designated as "the Premises," with the appurtenances, situated in the City of Mountain View, County of Santa Clara, State of California, and more particularly described as follows, to-wit: An approximate 28,137 sf industrial building commonly referred to as 555 Ellis Street. USE 2.
