Alvarion LTD Sample Contracts

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 30th, 2012 • Alvarion LTD • Telephone & telegraph apparatus • Massachusetts

This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 21st, 2011 (the “Effective Date”) is between (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) (i) ALVARION LTD., a company organized under the laws of the State of Israel (“Ltd”) and (ii) ALVARION, INC., a Delaware corporation (“Inc”) (Ltd and Inc are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:

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FIRST LOAN MODIFICATION AGREEMENT
First Loan Modification Agreement • April 30th, 2012 • Alvarion LTD • Telephone & telegraph apparatus

This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of November 17, 2011, by and between (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) (i) ALVARION LTD., a company organized under the laws of the State of Israel (“Ltd”), and (ii) ALVARION, INC., a Delaware corporation (“Inc”) (Ltd and Inc are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”).

Sample 1
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 13th, 2013 • Alvarion LTD • Telephone & telegraph apparatus

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 30 day of May, 2013, by and among Alvarion Ltd., a company organized under the laws of the State of Israel (the “Company”), and YA Global Master SPV Ltd., a Cayman Islands exempt limited company (together with any Affiliate or permitted transferee thereof who is a subsequent holder of any Warrants or Registrable Securities (as such terms are defined herein), the “Investor”). Capitalized terms used herein have the respective meanings ascribed thereto in that certain Securities Purchase Agreement, dated as of May 29, 2013, by and among the Company and the Investor (the “Purchase Agreement”), unless otherwise defined herein.

Sample 1
THIRD LOAN MODIFICATION AGREEMENT
Third Loan Modification Agreement • April 30th, 2012 • Alvarion LTD • Telephone & telegraph apparatus

This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of February __, 2012, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) (i) ALVARION LTD., a company organized under the laws of the State of Israel (“Ltd”) and (ii) ALVARION, INC., a Delaware corporation (“Inc”) (Ltd and Inc are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”).

Sample 1
AGREEMENT AND PLAN OF MERGER AMONG ALVARION INC., ALVARION ACQUISITION, INC., WAVION INC., AND ELRON ELECTRONIC INDUSTRIESLTD. as SHAREHOLDER REPRESENTATIVE Dated as of November 2, 2011
Agreement and Plan of Merger • April 30th, 2012 • Alvarion LTD • Telephone & telegraph apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of November 2, 2011 (this "Agreement"), is among Alvarion Inc., a Delaware corporation ("Buyer"), Alvarion Acquisition, Inc. , a Delaware corporation and a wholly-owned subsidiary of Buyer ("Sub"), Wavion Inc., a Delaware corporation (the "Company") (Sub and the Company being hereinafter collectively referred to as the "Constituent Corporations"), and Elron Electronic Industries Ltd., as Shareholder Representative (as defined herein). All capitalized terms that are not otherwise defined shall have the meanings ascribed to such terms in ‎Section 1.1 below.

Sample 1
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 15th, 2013 • Alvarion LTD • Telephone & telegraph apparatus

THIS ASSET PURCHASE AGREEMENT, dated as of February 21, 2013, is entered into by and between Alvarion Ltd., a company incorporated under the laws of the State of Israel (the “Company”) and the entities listed in Schedule I (collectively, the “Seller”) and Telrad Networks Ltd., a company incorporated under the laws of the State of Israel (“Buyer”).

Sample 1
FOURTH LOAN MODIFICATION AND FORBEARANCE AGREEMENT
Fourth Loan Modification and Forbearance Agreement • April 30th, 2012 • Alvarion LTD • Telephone & telegraph apparatus

This Fourth Loan Modification and Forbearance Agreement (this “Loan Modification Agreement”) is entered into as of April 25, 2012, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) (i) ALVARION LTD., a company organized under the laws of the State of Israel (“Ltd”), and (ii) ALVARION, INC., a Delaware corporation (“Inc”) (Ltd and Inc are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”).

Sample 1
INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 30th, 2012 • Alvarion LTD • Telephone & telegraph apparatus

This Indemnification Agreement ("Agreement") is effective as of December 22, 2011, by and between Alvarion Ltd., a company incorporated under the laws of the State of Israel, with its principal offices at 21A Habarzel St. Tel Aviv, 69710 (the "Company"), and _____________ ("Indemnitee"), residing at the address set forth beneath Indemnitee's signature to this Agreement.

Sample 1
Lease Agreement: Executive Summary
Lease Agreement • June 9th, 2011 • Alvarion LTD • Telephone & telegraph apparatus

An amendment dated October 5th, 2010 (the “Amendment”) made to the existing lease agreement dated 16.4.00 (together with all of its amendments) between Alvarion Ltd., Beit Dror Ltd. and Ziviel Investments Ltd. (the latter parties, the “Lessor”) (“Lease Agreement”).

Sample 1
FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • April 3rd, 2008 • Alvarion LTD • Telephone & telegraph apparatus

This Indemnification Agreement ("Agreement") is effective as of July 26, 2005, by and between Alvarion Ltd., a company incorporated under the laws of the State of Israel, with its principal offices at 21 A Habarzel St. Tel Aviv, 69710 (the "Company"), and __XX__ ("Indemnitee"), residing at the address set forth beneath Indemnitee's signature to this Agreement.

Sample 1
SECOND LOAN MODIFICATION AGREEMENT
Second Loan Modification Agreement • April 30th, 2012 • Alvarion LTD • Telephone & telegraph apparatus

This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of _______________, 2012, by and between (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) (i) ALVARION LTD., a company organized under the laws of the State of Israel (“Ltd”), and (ii) ALVARION, INC., a Delaware corporation (“Inc”) (Ltd and Inc are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”).

Sample 1
Exhibit 4.5 AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • June 21st, 2005 • Alvarion LTD • Telephone & telegraph apparatus • New York
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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 15th, 2013 • Alvarion LTD • Telephone & telegraph apparatus • Massachusetts
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Contract
Securities Purchase Agreement • June 13th, 2013 • Alvarion LTD • Telephone & telegraph apparatus
Sample 1
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