Ditech Networks Inc Sample Contracts

EXHIBIT 2.2 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 16th, 2000 • Ditech Corp • Telephone & telegraph apparatus • California
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Common Stock
Ditech Corp • September 17th, 1999 • Telephone & telegraph apparatus • Maryland
DITECH CORPORATION CREDIT AGREEMENT TABLE OF CONTENTS
Credit Agreement • March 25th, 1999 • Ditech Corp • California
EXHIBIT 99.4 AGREEMENT
Exhibit 99 • February 16th, 2000 • Ditech Corp • Telephone & telegraph apparatus
RECITALS
Intellectual Property Security Agreement • March 25th, 1999 • Ditech Corp • California
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • July 31st, 2000 • Ditech Corp • Telephone & telegraph apparatus • Delaware
ARTICLE 1 RECITALS
Patent License Agreement • September 13th, 1999 • Ditech Corp • Telephone & telegraph apparatus • California
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 16th, 2000 • Ditech Corp • Telephone & telegraph apparatus • California
RECITALS:
Lease Agreement • July 31st, 2000 • Ditech Corp • Telephone & telegraph apparatus
AMENDMENT TO
Agreement and Plan of Merger • August 8th, 2000 • Ditech Corp • Telephone & telegraph apparatus
DITECH COMMUNICATIONS CORPORATION AND WELLS FARGO BANK MINNESOTA, N.A. AS RIGHTS AGENT
Rights Agreement • March 30th, 2001 • Ditech Communications Corp • Telephone & telegraph apparatus • Delaware
LEASE AGREEMENT (NNN R&D) BASIC LEASE INFORMATION
Lease Agreement • March 25th, 1999 • Ditech Corp • California
MASTER AGREEMENT
Master Agreement • March 25th, 1999 • Ditech Corp • Massachusetts
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RESELLER AGREEMENT
Reseller Agreement • February 11th, 2010 • Ditech Networks Inc • Telephone & telegraph apparatus • California

This Reseller Agreement (this “Agreement”) is entered into as of September 10, 2009 (the “Effective Date”), by and between Ditech Networks, Inc., a Delaware corporation doing business at 825 East Middlefield Road, Mountain View, CA 94043 (“Ditech”), and Simulscribe LLC, with offices at 110 East 59th Street, New York, NY 10022 (“Simulscribe”).

LEASE AGREEMENT between ECI MONTAGUE LLC as “Landlord” and DITECH NETWORKS, INC. as “Tenant”
Lease Agreement • March 13th, 2012 • Ditech Networks Inc • Telephone & telegraph apparatus

Maintenance, Operating Costs and Taxes: This is a “triple net lease” where Tenant is responsible (a) for maintenance and for payment of certain expenses directly to providers, and (b) to reimburse Landlord for Tenant’s Share of “Operating Costs” and “Taxes”, all in accordance with the applicable provisions of the Lease.

INDEMNITY AGREEMENT
Indemnity Agreement • March 25th, 1999 • Ditech Corp • Delaware
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 8th, 2003 • Ditech Communications Corp • Telephone & telegraph apparatus

This First Amendment to Loan and Security Agreement is entered into as of August 28, 2003 (the “Amendment”), by and between COMERICA BANK, successor in interest to COMERICA BANK – CALIFORNIA (“Bank”) and DITECH COMMUNICATIONS CORPORATION (“Borrower”).

ASSET PURCHASE AGREEMENT by and between: DITECH COMMUNICATIONS CORPORATION, a Delaware corporation, and JDS UNIPHASE CORPORATION, a Delaware corporation
Asset Purchase Agreement • July 30th, 2003 • Ditech Communications Corp • Telephone & telegraph apparatus • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 16, 2003, by and between DITECH COMMUNICATIONS CORPORATION, a Delaware corporation (the “Seller”), and JDS UNIPHASE CORPORATION, a Delaware corporation, (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

FOURTH AMENDMENT TO LEASE AGREEMENT
Lease Agreement • September 23rd, 2005 • Ditech Communications Corp • Telephone & telegraph apparatus

This FOURTH AMENDMENT TO LEASE AGREEMENT (the “Fourth Amendment”) dated July 31, 2005, is between Middlefield II LLC, a Delaware limited liability company (“Landlord”), and DITECH Communication Corporation, a California corporation, f/k/a DITECH Corporation (“Tenant”).

CONFIDENTIAL SEVERANCE AND RELEASE AGREEMENT
Confidential Severance and Release Agreement • July 14th, 2010 • Ditech Networks Inc • Telephone & telegraph apparatus • California

This Confidential Severance and Release Agreement (“Agreement”) is entered into by and between Lowell Trangsrud (“Employee” or “Trangsrud”) and Ditech Networks, Inc., as well as any of its past or present parent, subsidiary, related, affiliated, predecessor, and/or successor corporations and entities, insurers, officers, directors, shareholders, representatives, agents, and employees (collectively “Company” or “Ditech”), for the following purposes and with reference to the following facts:

DITECH NETWORKS, INC. 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Incentive Plan Restricted Stock Unit Award Agreement • March 12th, 2007 • Ditech Networks Inc • Telephone & telegraph apparatus • California

Pursuant to the Notice of Grant of Award (“Grant Notice”) and this Restricted Stock Unit Award Agreement (“Agreement”), Ditech Networks, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award pursuant to Section 7(c) of the Company’s 2006 Equity Incentive Plan (the “Plan”) for the number of Restricted Stock Units as indicated in the Grant Notice (collectively, the “Award”). Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. Subject to adjustment and the terms and conditions as provided herein and in the Plan, each Restricted Stock Unit shall represent the right to receive one (1) share of Common Stock.

Amendment No. 1 to the Reseller Agreement
Reseller Agreement • July 14th, 2010 • Ditech Networks Inc • Telephone & telegraph apparatus

This Amendment No. 1 to the Reseller Agreement (the “Amendment”), is executed on the date when signed by the last Party hereto, is effective as of February 1, 2010 (the “Amendment Effective Date”), and is entered into by and between Ditech Networks, Inc., having an office at 825 E. Middlefield Road, Mountain View, California 94043 (“Ditech”) and Simulscribe LLC, with offices at 885 Second Avenue, New York, NY 10017 (“Simulscribe”), each of which may be referred to in the singular as “Party” or in the plural as “Parties.”

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • July 8th, 2010 • Ditech Networks Inc • Telephone & telegraph apparatus • Delaware

THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”) is made as of the 7th day of July, 2010, by and between DITECH NETWORKS, INC., a Delaware corporation (formerly Ditech Communications Corporation, the “Company”), and WELLS FARGO BANK, N.A. (the “Rights Agent”).

AMENDMENT NO. 2 to TELOGY SOFTWARE LICENSE AGREEMENT between DITECH COMMUNICATIONS CORPORATION and TEXAS INSTRUMENTS INCORPORATED
Texas Instruments Incorporated • July 7th, 2006 • Ditech Networks Inc • Telephone & telegraph apparatus

THIS AMENDMENT NO. 2 (this “Amendment”) to the Telogy Software License Agreement effective as of April 16, 2002 (the “Master Agreement”), as amended on the 21st of May, 2003 (“Amendment No. 1”), by and between Ditech Communications Corporation, having a place of business at 825 East Middlefield Rd., Mountain View, CA 94043, (“Licensee”) and Texas Instruments Incorporated (“TI”), having a place of business at 12500 TI Boulevard, Dallas, TX 75243-4136 (Texas Instruments, together with its wholly owned subsidiary Telogy Networks, Inc. and other Texas Instruments subsidiaries is referred to herein as “Telogy”), is hereby entered into as of this 23 day of March, 2006 (“Amendment No. 2 Effective Date”).

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