Network Engines Inc Sample Contracts

Network Engines Inc – NETWORK ENGINES, INC. AMENDED AND RESTATED B Y - L A W S (September 19th, 2012)
Network Engines Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NETWORK ENGINES, INC. a Delaware corporation (September 19th, 2012)

SECOND: The address of the registered office of the Corporation in the State of Delaware is One Commerce Center — 1201 Orange St. #600 in the City of Wilmington, 19899, County of New Castle. The name of its registered agent at such address is Incorp Services, Inc.

Network Engines Inc – NEI / 25 Dan Road Canton, MA / 02021-2817 / telephone: 781 332 1000 / fax: 781 770 2000 www.nei.com NEI ANNOUNCES AGREEMENT TO SETTLE MERGER LITIGATION (September 10th, 2012)

CANTON, Mass., September 10, 2012 — NEI (Nasdaq: NEI), a leading provider of server-based application platforms, deployment solutions and lifecycle support services for software technology developers and OEMs worldwide, announced today that it has signed a memorandum of understanding to settle the previously disclosed class action lawsuit captioned In re Network Engines, Inc. Shareholder Litigation, C.A. No. 7650-CS pending in the Delaware Court of Chancery and the lawsuit in the Suffolk County Superior Court in the Commonwealth of Massachusetts entitled Shiva v. Network Engines, Inc. et al., No. C.A. No. 12-2392-BLS and the newly-filed action in the United States District Court for the District of Massachusetts entitled Strum v. Network Engines, Inc. et al., No. 12-cv-11533-RGS (collectively, the “Merger Litigation”). The Merger Litigation relates to the Agreement and Plan of Merger, dated as of June 18, 2012, by and among UNICOM Systems, Inc. (“UNICOM”), UNICOM Sub Two, Inc. and NEI.

Network Engines Inc – PRESS RELEASE (August 3rd, 2012)

CANTON, Mass., August 2, 2012 — NEI (Nasdaq: NEI), a leading provider of server-based application platforms, deployment solutions and lifecycle support services for software technology developers and OEMs worldwide, today reported financial results for its fiscal third quarter, the period ended June 30, 2012.

Network Engines Inc – FOURTH LOAN MODIFICATION AGREEMENT (June 25th, 2012)

This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of , but is effective as of June 30, 2012, by and between 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 NETWORK ENGINES, INC., a Delaware corporation with its chief executive office located at 25 Dan Road, Canton, Massachusetts 02021 (“Borrower”).

Network Engines Inc – VOTING AGREEMENT (June 20th, 2012)

This VOTING AGREEMENT (this “Agreement”), dated as of June 18, 2012, by and between the undersigned stockholder (“Stockholder”) of Network Engines, Inc., a Delaware corporation (the “Company”), and Unicom Systems, Inc., a California corporation (“Parent”).

Network Engines Inc – TRANSACTION BONUS AGREEMENT (June 20th, 2012)

This Transaction Bonus Agreement (the “Agreement”), by and between Network Engines, Inc., a Delaware corporation (the “Company”) and Gregory A. Shortell (the “Executive”) is dated June 18, 2012.

Network Engines Inc – AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 18, 2012 BY AND AMONG NETWORK ENGINES, INC., UNICOM SYSTEMS, INC., AND UNICOM SUB TWO, INC. (June 20th, 2012)

AGREEMENT AND PLAN OF MERGER, dated as of June 18, 2012 (this “Agreement”), by and among UNICOM SYSTEMS, INC. a California corporation (“Parent”), UNICOM SUB TWO, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and NETWORK ENGINES, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

Network Engines Inc – TRANSACTION BONUS AGREEMENT (June 20th, 2012)

This Transaction Bonus Agreement (the “Agreement”), by and between Network Engines, Inc., a Delaware corporation (the “Company”) and Douglas G. Bryant (the “Executive”) is dated June 18, 2012.

Network Engines Inc – TRANSACTION BONUS AGREEMENT (June 20th, 2012)

This Transaction Bonus Agreement (the “Agreement”), by and between Network Engines, Inc., a Delaware corporation (the “Company”) and Douglas G. Bryant (the “Executive”) is dated June 18, 2012.

Network Engines Inc – NEI / 25 Dan Road Canton, MA / 02021-2817 / telephone: 781 332 1000 / fax: 781 770 2000 www.nei.com NEI ANNOUNCES AGREEMENT TO BE ACQUIRED BY UNICOM SYSTEMS (June 20th, 2012)

CANTON, Mass., June 19, 2012 — NEI (Nasdaq: NEI), a leading provider of server-based application platforms, deployment solutions and lifecycle support services for software technology developers and OEMs worldwide, announced today that it has signed a definitive merger agreement with UNICOM Systems, Inc. (“UNICOM”) and a new UNICOM subsidiary under which UNICOM, a global information technology company and part of the UNICOM group of companies, will acquire NEI for $1.45 per common share in cash. The transaction is valued at approximately $63.2 million. This price represents a premium of approximately 85.5% to NEI’s closing price of $0.78 on June 18, 2012.

Network Engines Inc – TRANSACTION BONUS AGREEMENT (June 20th, 2012)

This Transaction Bonus Agreement (the “Agreement”), by and between Network Engines, Inc., a Delaware corporation (the “Company”) and Gregory A. Shortell (the “Executive”) is dated June 18, 2012.

Network Engines Inc – THIRD LOAN MODIFICATION AGREEMENT (May 10th, 2012)

This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of , 2012, but is effective as of March 31, 2012, by and between 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 NETWORK ENGINES, INC., a Delaware corporation with its chief executive office located at 25 Dan Road, Canton, Massachusetts 02021 (“Borrower”).

Network Engines Inc – THIRD LOAN MODIFICATION AGREEMENT (April 2nd, 2012)

This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of , 2012, but is effective as of March 31, 2012, by and between 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 NETWORK ENGINES, INC., a Delaware corporation with its chief executive office located at 25 Dan Road, Canton, Massachusetts 02021 (“Borrower”).

Network Engines Inc – NETWORK ENGINES, INC. Form of Restricted Stock Agreement (February 8th, 2012)

Network Engines, Inc. (the “Company”) has selected you to receive the restricted stock award described above, which is subject to the provisions of the Company’s 2009 Incentive Plan (the “Plan”) and the terms and conditions contained in this Restricted Stock Agreement. Please confirm your acceptance of this restricted stock award and of the terms and conditions of this Agreement by signing a copy of this Agreement where indicated below.

Network Engines Inc – SECOND LOAN MODIFICATION AGREEMENT (December 14th, 2011)

This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 13, 2011, by and between 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 NETWORK ENGINES, INC., a Delaware corporation with its chief executive office located at 25 Dan Road, Canton, Massachusetts 02021 (“Borrower”).

Network Engines Inc – PRESS RELEASE (June 14th, 2011)

CANTON, Mass., June 13, 2011 — NEI (Nasdaq: NEI), a leading provider of server-based application platforms, appliances, and lifecycle support services for software developers and OEMs worldwide, announced today that its Board of Directors has authorized the repurchase of up to $2 million of its outstanding shares of common stock from time to time on the open market or in non-solicited privately negotiated transactions. This authorization is the continuation of a repurchase plan initially announced on June 12, 2008. The plan does not obligate NEI to acquire any particular amount of common stock, and can be suspended at any time at the Company’s sole discretion.

Network Engines Inc – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Amendment #1 to Purchase Agreement Between Network Engines, Inc and EMC Corporation (May 10th, 2011)

Whereas, Network Engines Inc. (“Network Engines”) and EMC Corporation (“EMC”) entered into a Purchase Agreement for Product, dated February 5, 2002 (the “Agreement”) under which EMC purchases certain Products from Network Engines: and

Network Engines Inc – SEVENTH AMENDMENT TO LEASE AGREEMENT (May 10th, 2011)

THIS SEVENTH AMENDMENT TO LEASE AGREEMENT (the “Amendment”) made this 31st day of March, 2011 between DAN ROAD BUILDING LLC, a Delaware limited liability company, with an address in care of Great Point Investors LLC, Two Center Plaza, Suite 410, Boston, MA 02108 (“Landlord”) and NETWORK ENGINES, INC., a Delaware corporation, with an address of 15 Dan Road, Canton, MA 02021 (“Tenant”).

Network Engines Inc – EIGHTH AMENDMENT TO LEASE AGREEMENT (May 10th, 2011)

THIS EIGHTH AMENDMENT TO LEASE AGREEMENT (the “Amendment”) made this day of , 2011 between DAN ROAD BUILDING LLC, a Delaware limited liability company, with an address in care of Great Point Investors LLC, Two Center Plaza, Suite 410, Boston, MA 02108 (“Landlord”) and NETWORK ENGINES, INC., a Delaware corporation, with an address of 15 Dan Road, Canton, MA 02021 (“Tenant”).

Network Engines Inc – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Amendment No. 2. to Purchase Agreement (May 10th, 2011)

This Amendment No. 2 (“the Amendment”) to the Purchase Agreement (the “Agreement”) dated February 5, 2002 by and among Network Engines, Inc. (“NEI”), a corporation organized under the laws of the State of Delaware, U.S.A., and having its principal place of business at 25 Dan Road, Canton, Massachusetts 02021 and EMC Corporation, (“EMC”), a Massachusetts corporation having its principal place of business at 176 South St., Hopkinton, MA. 01748 is made this 18th day of February 2011 by and between NEI and EMC and commences on the date accepted and executed by both parties (“Effective Date”).

Network Engines Inc – PRESS RELEASE (November 4th, 2010)

CANTON, Mass., November 4, 2010 — NEI (Nasdaq: NEI), a leading provider of server-based application platforms, appliances, and lifecycle support services for software developers and OEMs worldwide, today reported financial results for its fourth fiscal quarter and full-year, the period ended September 30, 2010.

Network Engines Inc – INDUSTRIAL REAL ESTATE LEASE (August 9th, 2010)

THIS LEASE AGREEMENT (the “Lease”) is entered into as of the day of June, 2010, between the tenant-in-common owners listed on Schedule 1 attached hereto and made a part hereof for all purposes (collectively, the “Landlord”), c/o RAINIER ASSET MANAGEMENT COMPANY, LLC, AS AGENT FOR LANDLORD, and NEI, Inc. (“Tenant”).

Network Engines Inc – PRESS RELEASE (July 30th, 2010)

CANTON, Mass., July 29, 2010 — NEI (Nasdaq: NENG), a leading provider of server-based application platforms, appliances, and lifecycle support services for software developers and OEMs worldwide, today reported financial results for its third fiscal quarter, the period ended June 30, 2010.

Network Engines Inc – INDUSTRIAL REAL ESTATE LEASE (July 7th, 2010)

THIS LEASE AGREEMENT (the “Lease”) is entered into as of the day of June, 2010, between the tenant-in-common owners listed on Schedule 1 attached hereto and made a part hereof for all purposes (collectively, the “Landlord”), c/o RAINIER ASSET MANAGEMENT COMPANY, LLC, AS AGENT FOR LANDLORD, and NEI, Inc. (“Tenant”).

Network Engines Inc – NETWORK ENGINES, INC. and (April 28th, 2010)

WHEREAS, the Issuer may from time to time duly authorize the issue of its unsecured subordinated debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;

Network Engines Inc – NETWORK ENGINES, INC. and (April 28th, 2010)

WHEREAS, the Issuer may from time to time duly authorize the issue of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;

Network Engines Inc – Form of Senior Note (FACE OF SECURITY) (April 28th, 2010)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER

Network Engines Inc – Form of Subordinated Note (FACE OF SECURITY) (April 28th, 2010)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER

Network Engines Inc – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (February 9th, 2010)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and NETWORK ENGINES, INC., a Delaware corporation with offices at 25 Dan Road, Canton, Massachusetts 02021 (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement, dated as of October 11, 2007, by and between Borrower, Alliance Systems Inc. (“Alliance”), and Bank, as amended by that certain First Loan Modification Agreement dated as of August 1, 2008, between Borrower, Alliance, and Bank. The parties agree as follows:

Network Engines Inc – PRESS RELEASE (November 5th, 2009)

CANTON, MA, November 5, 2009 — NEI (NASDAQ: NENG), a leading provider of application platforms, appliances and support services for software developers, OEMs and service providers worldwide, today reported financial results for its fourth fiscal quarter and full-year period ended September 30, 2009.

Network Engines Inc – 2009 INCENTIVE PLAN (May 11th, 2009)
Network Engines Inc – Network Engines, Inc. Incentive Stock Option Agreement Granted Under 2009 Incentive Plan (May 11th, 2009)
Network Engines Inc – Network Engines, Inc. Nonstatutory Stock Option Agreement Granted Under 2009 Incentive Plan (May 11th, 2009)
Network Engines Inc – PRESS RELEASE (April 30th, 2009)

CANTON, MA, April 30, 2009 — NEI (NASDAQ: NENG), a leading provider of application platforms, appliances and support services for software developers, OEMs and service providers worldwide, today reported financial results for its second fiscal quarter ended March 31, 2009.