Interwave Communications International LTD Sample Contracts

300 CONSTITUTION DRIVE OFFICE LEASE
Interwave Communications International LTD • January 19th, 2000 • Radio & tv broadcasting & communications equipment • California
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RECITALS
Registration Rights Agreement • December 17th, 1999 • Interwave Communications International LTD • California
EXHIBIT 10.8 ASSIGNMENT AGREEMENT AND CONSENT TO ASSIGNMENT THIS ASSIGNMENT AGREEMENT AND CONSENT TO ASSIGNMENT, effective as of the Effective Date (as defined herein), is by and among ADC Telecommunications, Inc., a Minnesota corporation with its...
Assignment Agreement • December 17th, 1999 • Interwave Communications International LTD

THIS ASSIGNMENT AGREEMENT AND CONSENT TO ASSIGNMENT, effective as of the Effective Date (as defined herein), is by and among ADC Telecommunications, Inc., a Minnesota corporation with its principal place of business at 12501 Whitewater Drive, Minnetonka, MN 55345 ("ADC"), INTERWAVE Communications B.V., a company incorporated in the Netherlands with offices at Emmeplein 5, 1075 AW Amsterdam, The Netherlands ("INTERWAVE") and MicroCellular Systems, Ltd., a UK corporation with its principal place of business at Centenial Court, No. Wing, First Floor, Suite G, Easthampstead Road, Bracknell, Berkshire, England RG12 1YQ ("MicroCellular").

8,500,000 Shares (a) Common Stock ($.001 par value)
Interwave Communications International LTD • January 27th, 2000 • Radio & tv broadcasting & communications equipment • New York
300 CONSTITUTION DRIVE OFFICE LEASE
Interwave Communications International LTD • December 17th, 1999 • California
RECITALS
Software License Agreement • January 19th, 2000 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California
AND
Patent License Agreement • January 19th, 2000 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California
BETWEEN
Stock Purchase Agreement • August 11th, 2000 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment
September 30, 2003 Employment Agreement Lars Lindell interWAVE Communications Dear Lars,
Employment Agreement • March 25th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment

The following employment terms supercede and replace all previous oral and/or written agreements between interWAVE Communications International Ltd. (Company), its subsidiaries and all affiliated entities and Lars Lindell.

RECITALS
Product Development Services Agreement • December 17th, 1999 • Interwave Communications International LTD • California
BETWEEN
Base Station System Agreement • January 28th, 2000 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • England
INTERWAVE COMMUNICATIONS INTERNATIONAL LTD. AND WELLS FARGO BANK MINNESOTA, N.A. PREFERRED SHARE RIGHTS AGREEMENT Dated as of December 2, 2003
Preferred Share Rights Agreement • December 18th, 2003 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • Delaware

This Preferred Share Rights Agreement is dated as of December 2, 2003, between Interwave Communications International Ltd., a company organized under the laws of Bermuda, (the “Company”), and Wells Fargo Bank Minnesota, N.A. (the “Rights Agent”).

AMENDMENT TO OEM AGREEMENT BETWEEN UTSTARCOM, INC. AND INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD., DATED JULY 14, 2000
Stock Purchase Agreement • November 15th, 2002 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California

This Amendment is dated and entered into as of the 27th day of September 2002 by and between UTStarcom, Inc., a Delaware corporation with its place of business at 1275 Harbor Bay Parkway, Alameda, CA 94502, USA (hereinafter referred to as “UTStarcom”) and Interwave Communications International, Ltd., a Bermuda company having offices at Clarendon House, 2 Church Street, Hamilton HM DX, Bermuda (hereinafter referred to as “Interwave”) (collectively, the “Parties”).

INTERWAVE COMMUNICATIONS INTERNATIONAL LTD AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • August 25th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California

THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of July 27, 2004 between INTERWAVE COMMUNICATIONS INTERNATIONAL LTD., a Bermuda company (the "Company"), and WELLS FARGO BANK MINNESOTA, N.A. (the "Rights Agent").

Amendment to Loan Documents
Interwave Communications International LTD • October 13th, 2004 • Radio & tv broadcasting & communications equipment • California

THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is entered into between PARTNERS FOR GROWTH, L.P. (“PFG”), and the borrower named above (“Borrower”).

interWAVE Communications, Inc.
Employment Agreement • November 14th, 2003 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment
interWAVE Communications International, Ltd.
Employment Agreement • October 13th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment
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SPECIALTY FINANCE DIVISION ACCOUNTS RECEIVABLE FINANCING AGREEMENT
Accounts Receivable Financing Agreement • October 13th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment

This ACCOUNTS RECEIVABLE FINANCING AGREEMENT (the “Agreement”), dated as of June 30, 2003 is between Silicon Valley Bank, Specialty Finance Division of (“Bank”), and INTERWAVE COMMUNICATIONS, INC., a Delaware corporation, (“Borrower”), whose address is 2495 Leghorn, Mountain View, California 94043 and with a FAX number of 650-967-1293.

ASSET PURCHASE AGREEMENT BY AND AMONG INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD, INTERWAVE ADVANCED COMMUNICATIONS, INC. AND GBASE COMMUNICATIONS Dated as of August 16, 2002
Asset Purchase Agreement • November 15th, 2002 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 16, 2002, by and among interWAVE Communications International, Ltd, a Bermuda corporation (“Parent”), interWAVE Advanced Communications, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Buyer”) and GBase Communications, a California corporation (“Seller”). Parent, Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

interWAVE Communications, Inc.
Employment Agreement • November 14th, 2003 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment
AMENDMENT NO. 2 OF THE AGREEMENT AND PLAN OF AMALGAMATION
The Agreement and Plan of Amalgamation • October 18th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • New York

THIS AMENDMENT NO. 2 OF THE AGREEMENT AND PLAN OF AMALGAMATION (this “Amendment”), amends the Agreement and Plan of Amalgamation by and among ALVARION LTD., an Israeli company (“Alvarion”), ALVARION MOBILE INC., a Delaware corporation and wholly owned subsidiary of Alvarion (“Merger Sub”) and INTERWAVE COMMUNICATIONS INTERNATIONAL LTD., a Bermuda company (“Interwave”), dated July 27, 2004 (the “Amalgamation Agreement”), and is entered into as of October 16, 2004. Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Amalgamation Agreement.

Loan and Security Agreement
Security Agreement • October 13th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California

THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between PARTNERS FOR GROWTH, L.P. (“PFG”), whose address is 560 Mission Street, 3rd floor, San Francisco, CA 94105 and the borrower named above (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.)

INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD. STOCK OPTION AGREEMENT
Supplemental Stock Plan • April 20th, 2001 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

VOTING AGREEMENT
Voting Agreement • July 29th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • New York

THIS VOTING AGREEMENT (the “Agreement”) dated July 27, 2004 among Alvarion Ltd. (“Alvarion”) and the persons and entities listed in Schedule I hereto (each a “Shareholder,” and collectively, the “Shareholders”).

AGREEMENT AND PLAN OF MERGER Dated as of March , 2001 by and among interWAVE COMMUNICATIONS INTERNATIONAL, LTD. IWAV SUB, INC. And WIRELESS, INC.
Agreement and Plan of Merger • June 22nd, 2001 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California

AGREEMENT AND PLAN OF MERGER dated as of March , 2001, by and among interWAVE COMMUNICATIONS INTERNATIONAL LTD., a corporation organized under the laws of Bermuda ("Parent"), IWAV SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and, WIRELESS, INC., a Delaware corporation (the "Company").

AMENDMENT TO ACCOUNTS RECEIVABLE FINANCING AGREEMENT
Accounts Receivable Financing Agreement • October 13th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment

THIS AMENDMENT TO ACCOUNTS RECEIVABLE FINANCING AGREEMENT is entered into between SILICON VALLEY BANK (“Bank”) and INTERWAVE COMMUNICATIONS, INC. (“Borrower”), as of June 28, 2004.

SILICON VALLEY BANK SPECIALTY FINANCE DIVISION AMENDMENT TO ACCOUNTS RECEIVABLE FINANCING DOCUMENTS
Financing Agreement • October 13th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment

THIS AMENDMENT TO ACCOUNTS RECEIVABLE FINANCING DOCUMENTS is entered into between SILICON VALLEY BANK (“Bank”) and INTERWAVE COMMUNICATIONS, INC. (“Borrower”), as of September 24, 2003.

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Office Lease Agreement • September 29th, 2003 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California

THIS 300 CONSTITUTION DRIVE OFFICE LEASE AGREEMENT TO TERMINATE (the "Agreement") is made as of September 19, 2003, by and between TYCO ELECTRONICS CORPORATION, a Pennsylvania corporation ("Landlord"), and INTERWAVE COMMUNICATIONS, INC., a Delaware corporation ("Tenant").

TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • February 14th, 2003 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • California

This Technology License Agreement, including the exhibits attached hereto (together, the “Agreement”), is entered into by and between interWAVE Communications International Ltd. (“ICI”), a Bermuda corporation, interWAVE Advanced Communications, Inc. (“IACI”), a Delaware Corporation (ICI and IACI, collectively, “Interwave”), and Telos Engineering (Bermuda) Ltd. (“Telos”), an exempted limited liability company organized under the laws of Bermuda, effective as of October 10, 2002 (the “Effective Date”).

AGREEMENT AND PLAN OF AMALGAMATION BY AND AMONG Alvarion Ltd. Alvarion Mobile Inc. AND Interwave Communications International Ltd. DATED AS OF JULY 27, 2004
Agreement and Plan of Amalgamation • July 29th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • New York

This AGREEMENT AND PLAN OF AMALGAMATION (the “Agreement”) is made and entered into as of July 27, 2004, by and between Alvarion Ltd. (“Alvarion”), an Israeli company, Alvarion Mobile Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Alvarion, and Interwave Communications International Ltd. (“Interwave”) a Bermuda company.

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