Unisphere Networks Inc Sample Contracts

Unisphere Networks Inc – AMENDED AND RESTATED PROMISSORY NOTE (August 24th, 2001)

1 Exhibit 10.38 AMENDED AND RESTATED PROMISSORY NOTE $2,098,000.00 August 1, 2000, as amended and restated, effective April 24, 2001 FOR VALUE RECEIVED, Thomas M. Burkardt (the "Maker"), promises to pay to Unisphere Networks, Inc., a Delaware corporation (the "Company"), or order, at its principal executive offices, the principal sum of Two Million Ninety-Eight Thousand Dollars ($2,098,000.00), together with interest on the unpaid principal balance of this Note from time to time outstanding at a rate per annum equal to the Floating Rate (as defined below), which interest shall be payable in arrears semi-annually beginning six (6) months from the date of this note, until paid in full. Principal and interest on this Note shall be paid in full on January 1, 2004. "Floating Rate" shall mean a rate

Unisphere Networks Inc – CERTIFICATE OF INCORPORATION (August 24th, 2001)

1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF UNISPHERE SOLUTIONS, INC. I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, DO HEREBY CERTIFY as follows: FIRST: The name of the Corporation is Unisphere Solutions, Inc. SECOND: The registered office of the Corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to exercise any lawful purpose or power and to engage in any lawful act or activity for which a corporation may be organized under the General Corpo

Unisphere Networks Inc – Principal Amount Maturity Principal of of Interest Amount Unpaid Date Loan Period Paid Balance ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------- (August 24th, 2001)
Unisphere Networks Inc – AGREEMENT AND GENERAL RELEASE (August 24th, 2001)

1 Exhibit 10.37 AGREEMENT AND GENERAL RELEASE CONSULT WITH A LAWYER BEFORE SIGNING THIS AGREEMENT AND RELEASE. BY SIGNING THIS AGREEMENT, YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS. I, Thomas M. Burkardt, of 2231 Ocean Blvd., Rye, NH 03870, understand and, of my own free will, enter into this AGREEMENT AND GENERAL RELEASE ("AGREEMENT" or "Agreement") for the benefit of Unisphere Networks, Inc., a Delaware corporation with principal offices at Ten Technology Park Drive, Westford, MA 01886, and its parents, subsidiaries and affiliates,(hereinafter referred to individually and collectively as the "COMPANY"), and in consideration of the payments and benefits described herein, agree as follows: 1. My employment with the COMPANY will be terminated on July 2, 2001 by virtue of my resignation of employment as of that date (the "Resignation Date"). My last day actively

Unisphere Networks Inc – RTP OEM SOFTWARE LICENSE AGREEMENT (March 23rd, 2001)

1 Exhibit 10.36 RTP OEM SOFTWARE LICENSE AGREEMENT This OEM Software License Agreement is made and entered into as of the Effective Date MARCH 1ST, 2001 by and between FUJITSU-SIEMENS Computers GmbH (hereinafter called "FSC") and UNISPHERE NETWORKS INC. (hereinafter called "LICENSEE") with a place of business at One Executive Drive, Chelmsford Massachusetts, 01824, USA on behalf of itself and its Subsidiaries. RECITALS FSC develops and licenses software, APIs, documentation and other intellectual property that enable Original Equipment Manufacturers ("OEMs") to build highly available computing clusters for target applications which include telecommunications equipment. LICENSEE is an OEM who designs, manufactures, sells and supports a variety of telecommunications equipment and software. LICENSEE wishes to license the software known as the "Resilient Telco Platform", hereinafter referred to as "RTP", subject

Unisphere Networks Inc – EMPLOYMENT AGREEMENT (March 23rd, 2001)

1 Exhibit 10.35 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of March 14, 1999, by and between Redstone Communications, Inc. with its principal place of business at 5 Carlisle Road, Westford, Massachusetts 01886 (the "Company), and Chris Lawler, residing at ____________________ (the "Executive"). WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March 14, 1999 (the "Merger Agreement") among Siemens Corporation, a Delaware corporation ("Siemens"), Wolf Acquisition Corp., a Delaware corporation ("Acquisition"), and the Company, Acquisition shall be merged with and into the Company (the "Merger") and the Company shall be the surviving corporation in the Merger. WHEREAS, the Executive's stock and other equity interests in the Company shall be acquired by Siemens in connection with the Merger. WHEREAS, the Executive has been employed by the Compa

Unisphere Networks Inc – CONVERTIBLE PROMISSORY NOTE (March 23rd, 2001)

1 EXHIBIT 10.31 FIRST AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE DUE NOVEMBER 16, 2001 February 8, 2001 $67,000,000 Unisphere Networks, Inc., a corporation organized under the laws of the State of Delaware (the "MAKER"), promises to pay to the order of Siemens Corporation (the "HOLDER"), the principal sum of $67,000,000, plus any other amounts due under this Convertible Promissory Note (this "NOTE") on November 16, 2001 (the "MATURITY DATE"). 1. INTEREST. Maker acknowledges that Holder has made advances to Maker in the amount of: (i) $3,750,000, on November 10, 2000 (the "FIRST ADVANCE"), (ii) $8,000,000, on December 1, 2000 (the "SECOND ADVANCE"), (iii) 2,000,000, on January 8, 2001 (the "THIRD ADVANCE") and (iv) $28,250,000, on January 10, 2001 (the "FOURTH

Unisphere Networks Inc – EMPLOYMENT AGREEMENT (February 9th, 2001)

1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is effective as of the 15th day of January, 2001 by and between Unisphere Networks, Inc. (the "Company"), a Delaware Corporation with offices at One Executive Drive, Chelmsford, MA 01824, and Eve Aretakis, an individual residing at 6814 NW 65th Terrace, Parkland, Florida 33067 (the "Employee"). WHEREAS, the Company desires to enter into this Agreement to employ the services of the Employee on the terms and conditions set forth below; WHEREAS, the Employee desires to be employed by the Company and is willing to do so on the terms and conditions set forth below; NOW, THEREFORE, in consideration of the above recitals and of the mutual promises and conditions in this Agreement, it is agreed as follows: 1. TERM OF EMPLOYMENT. The initial term of the Employee

Unisphere Networks Inc – UNDERWRITING AGREEMENT (February 9th, 2001)

1 EXHIBIT 1.1 8,500,000 SHARES UNISPHERE NETWORKS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT _____, 2001 CREDIT SUISSE FIRST BOSTON CORPORATION J.P. MORGAN SECURITIES INC. UBS WARBURG LLC As Representatives of the Several Underwriters, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: 1. Introductory. Unisphere Networks, Inc., a Delaware corporation ("COMPANY"), proposes to issue and sell 8,500,000 shares ("FIRM SECURITIES") of its Common Stock, par value $0.01 per share ("SECURITIES"), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,275,000

Unisphere Networks Inc – MASTER PURCHASE AND RESELLER/DISTRIBUTOR AGREEMENT (February 9th, 2001)

1 EXHIBIT 10.30 MASTER PURCHASE AND RESELLER/DISTRIBUTOR AGREEMENT BETWEEN UNISPHERE NETWORKS, INC. AND SIEMENS SAS ICN FIXED NETWORKS UNISPHERE NETWORKS, INC. ONE EXECUTIVE DRIVE CHELMSFORD, MA 01824, USA SIEMENS SAS, France, 39-47, boulevard Ornano 93527 Saint-Denis cedex 2 Unisphere and Siemens being the "Parties" Page 1 2 MASTER PURCHASE AND RESELLER/DISTIBUTOR AGREEMENT THIS AGREEMENT is made effective as of the date written below by and between Unisphere Networks, Inc.

Unisphere Networks Inc – CERTIFICATE OF INCORPORATION (February 9th, 2001)

1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF UNISPHERE SOLUTIONS, INC. I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, DO HEREBY CERTIFY as follows: FIRST: The name of the Corporation is Unisphere Solutions, Inc. SECOND: The registered office of the Corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to exercise any lawful purpose or power and to engage in any lawful act or activity for which a corporation may be organized under the General Corp

Unisphere Networks Inc – SECURED PROMISSORY NOTE (February 9th, 2001)

1 EXHIBIT 10.33 SECURED PROMISSORY NOTE $__________________ __________, 200_ FOR VALUE RECEIVED, ______________ (the "Maker"), promises to pay to Unisphere Networks, Inc., a Delaware corporation (the "Company"), or order, at its principal executive offices, the principal sum of ______________ Dollars ($__________), together with interest on the unpaid principal balance of this Note from time to time outstanding at the rate of ____% per annum, compounded annually, until paid in full. Principal on this Note shall be paid in full on January 1, 2003. Accrued interest shall be paid by the undersigned semi-annually on July 1 and January 1 of each year, commencing on July 1, 2001. Interest on this Note shall be computed on the basis of a year of 365 days for the actual number of days elapsed. Notwithstanding the foregoing, paym

Unisphere Networks Inc – PLEDGE AGREEMENT (February 9th, 2001)

1 EXHIBIT 10.34 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (as amended from time to time, this "Agreement"), dated as of ________, 2001, is made by ______________ ("Pledgor"), in favor of Unisphere Networks, Inc., a Delaware corporation ("Secured Party"). In order to induce Secured Party to make the loan contemplated by the promissory note of even date herewith in the amount of $_________ as the same may be amended, replaced, restated or otherwise modified from time to time (the "Note"), Pledgor hereby agrees as follows: ARTICLE 1. THE PLEDGE. Section 1.1. Pledge. Pledgor hereby pledges to Secured Party, and grants to Secured Party a security interest in, the following (the "Pledged Collateral"): (a) __________ shares of Common Stock of the Secured Party now owned by the Pledgor and acquired with the loan contemplated by the promissory no

Unisphere Networks Inc – 2000 EMPLOYEE STOCK PURCHASE PLAN (January 18th, 2001)

1 Exhibit 10.2 UNISPHERE NETWORKS, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN The purpose of this Plan is to provide eligible employees of Unisphere Networks, Inc. (the "Company") and certain of its subsidiaries with opportunities to purchase shares of the Company's common stock, $.01 par value (the "Common Stock"). This Plan is intended to qualify as an "employee stock purchase plan" as defined in Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder, and shall be interpreted consistent therewith. The number of shares of Common Stock covered by this Plan shall initially be 600,000. On January 1st of each year, beginning in 2001, the number of shares of Common Stock covered by this Plan shall be increased by 0.7% of the then outstanding number of shares of Common Stock, or such lesser a

Unisphere Networks Inc – AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN (January 18th, 2001)

1 Exhibit 10.1 UNISPHERE NETWORKS, INC. AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN 1. PURPOSE The purpose of this Amended and Restated 1999 Stock Incentive Plan (the "Plan") of Unisphere Networks, Inc. ("Unisphere"), a Delaware corporation (the "Company"), is to advance the interests of the Company's stockholders by enhancing the Company's ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives and thereby better aligning the interest of such persons with those of the Company's stockholders. Except where the context otherwise requires (but in no event for purposes of Section 3), the term "Company" shall include any present or future "subsidiary" corporations of Unisphere Solutions, Inc. as defined

Unisphere Networks Inc – THIS INDENTURE MADE THIS the day of December, 2000, (January 18th, 2001)

1 Exhibit 10.32 THIS INDENTURE MADE THIS the day of December, 2000, IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT. BETWEEN: SILVER SEVEN ROAD INC. AS TO 55% AND 85681 ALBERTA LTD. AS TO 45% Hereinafter called the "Landlord" OF THE FIRST PART, AND: UNISPHERE NETWORKS, INC. Hereinafter called the "Tenant" OF THE SECOND PART, WHEREAS this document and all schedules shall hereafter be referred to as the "Lease" or the "lease". PREMISES 1. WITNESSETH that in consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Tenant to be paid, observed and performed, the Landlord does demise and lease unto the Tenant the premises, hereinafter called either the "Leased Premises" or the "Premises" for

Unisphere Networks Inc – CONVERTIBLE PROMISSORY NOTE (January 18th, 2001)

1 Exhibit 10.31 CONVERTIBLE PROMISSORY NOTE DUE NOVEMBER 16, 2001 January 10, 2001 $42,000,000 Unisphere Networks, Inc., a corporation organized under the laws of the State of Delaware (the "MAKER"), promises to pay to the order of Siemens Corporation (the "HOLDER"), the principal sum of $42,000,000, plus any other amounts due under this Convertible Promissory Note (this "NOTE") on November 16, 2001 (the "MATURITY DATE"). 1. INTEREST. Maker acknowledges that Holder has made advances to Maker in the amount of: (i) $3,750,000, on November 10, 2000 (the "FIRST ADVANCE"), (ii) $8,000,000, on December 1, 2000 (the "SECOND ADVANCE"), (iii) 2,000,000, on January 8, 2001 (the "THIRD ADVANCE") and (iv) $28,250,000, on the date hereof (the "FOURTH ADVANCE"). Maker promises to pay interest on the outsta

Unisphere Networks Inc – OEM AGREEMENT FOR PURCHASE OF PRODUCTS (December 1st, 2000)

1 Exhibit 10.25 SIEMENS / CASTLE OEM CONTRACT SIEMENS-CASTLE OEM AGREEMENT FOR PURCHASE OF PRODUCTS Page 1 of 82 2 SIEMENS / CASTLE OEM CONTRACT OEM AGREEMENT FOR PURCHASE OF PRODUCTS -------------------------------------- CONTENTS PARTIES AND SIGNATURES....................................................... 5 ARTICLE I DEFINITIONS....................................................... 6 Terms Defined ARTICLE II CONFIDENTIALITY PROVISIONS....................................... 7 Confidential Information Disclosure between the Parties

Unisphere Networks Inc – ENGINEERING SERVICES AGREEMENT NO. 20-03-003 (December 1st, 2000)

1 EXHIBIT 10.28 ENGINEERING SERVICES AGREEMENT NO. 20-03-003 THIS AGREEMENT made as of the 2nd day of October, 2000 by and between Unisphere Networks Inc., a corporation incorporated under the laws of Delaware, with its principal office located at One Executive Drive, Chelmsford, MA 08124 (hereinafter called "USI") and Siemens Information and Communication Networks, Inc., a corporation incorporated under the laws of Delaware, with its principal office located at 900 Broken Sound Parkway, Boca Raton, Florida, United States of America 33487 (hereinafter called "Siemens"). Collectively, the aforementioned participants to this Agreement shall be called the "Parties", or singularly, as the "Party". WHEREAS, USI desires to enter into a time and material contract for engineering services (hereinafter called "Services"); and WHEREAS, Siemens desires to provide such Services on a time and material bas

Unisphere Networks Inc – ASSIGNMENT AND ASSUMPTION AGREEMENT (December 1st, 2000)

1 EXHIBIT 10.29 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), effective as of April 1, 1999 (the "Effective Date"), between Siemens Information and Communications Networks, Inc., a corporation incorporated under the laws of Delaware, with its principal office located at 900 Broken Sound Parkway, Boca Raton, Florida, United States of America 33487 (hereinafter "Assignor"), and Unisphere Solutions, Inc., a corporation incorporated under the laws of Delaware, with its principal office located at One Executive Drive, Chelmsford, MA 01824 (hereinafter "Assignee"). WHEREAS, Assignor wishers to contribute to the capital of Assignee substantially all of the assets, operations, business and liabilities of Assignor's Voice over Internet Protocol (VoIP) and softswitch research and development business located in Boca Raton, Florida, which consists of c

Unisphere Networks Inc – CERTIFICATE OF INCORPORATION (December 1st, 2000)

1 EXHIBIT 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UNISPHERE NETWORKS, INC. Unisphere Networks, Inc.(the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows: 1. The Corporation filed its original Certificate of Incorporation with the Secretary of the State of Delaware on January 12, 1999. 2. Pursuant to a meeting of the Board of Directors of the Company on July 28, 2000, a resolution was duly adopted pursuant to the DGCL setting forth an Amended and Restated Certificate of Incorporation of the Corporation and declaring said Amended and Restated Certificate of Incorporation advisable. The stockholders of the Corporation dul

Unisphere Networks Inc – MANUFACTURING SERVICES AGREEMENT (December 1st, 2000)

1 ACT MANUFACTURING, INC. MANUFACTURING SERVICES AGREEMENT -------------------------------------------------------------------------------- EXHIBIT 10.11 Confidential Materials omitted and filed with the Securities and Exchange Commission. Asterisks denote omissions. This agreement between ACT and Redstone Communications is in effect for a period of one year as of 12/3/98 It is automatically renewed each month unless written notice is received. ACT will require written notice 90 days in advance in order to cancel this agreement. 1. ORDER ADMINISTRATION AND FORECAST MANAGEMENT REDSTONE COMMUNICATIONS must have [**] worth of purchase orders in place at all times. Customer must also have an additional [**] of forecast in place at all times. Purchase orders must specify part number, quantity, rev level, price and r

Unisphere Networks Inc – MASTER PURCHASE AND RESELLER/DISTRIBUTOR AGREEMENT (December 1st, 2000)

1 EXHIBIT 10.13 MASTER PURCHASE AND RESELLER/DISTRIBUTOR AGREEMENT BETWEEN UNISPHERE SOLUTIONS, INC. AND SIEMENS AKTIENGESELLSCHAFT ICN GROUP, CARRIER SALES GERMANY, ICN VD/VT UNISPHERE SOLUTIONS, INC. ONE EXECUTIVE DRIVE CHELMSFORD, MA 01824, USA SIEMENS AKTIENGESELLSCHAFT, BERLIN AND MUNICH Federal Republic of Germany, Hofmannstrasse 51, 81359 Munich Unisphere and Siemens being the "Parties" Page 1 2 MASTER PURCHASE AND RESELLER/DISTIBUTOR AGREEMENT THIS AGREEMENT is made effective as of the

Unisphere Networks Inc – LEASE BETWEEN (October 20th, 2000)

1 EXHIBIT 10.21 LEASE BETWEEN MICHELSON FARM-WESTFORD TECHNOLOGY PARK X LIMITED PARTNERSHIP AND UNISPHERE SOLUTIONS, INC. FOR 75,000 SQUARE FEET - PHASE II, MICHELSON FARM-WESTFORD TECHNOLOGY PARK WESTFORD, MASSACHUSETTS I N D E X REFERENCE DATA Paragraph 1.1 Subject Referred To 1 Paragraph 1.2 Exhibits 4 ARTICLE II - PREMISES AND TERM: Paragraph 2.1 Premises 4 Paragraph 2.2 Term

Unisphere Networks Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (October 20th, 2000)

1 EXHIBIT 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYEE AGREEMENT dated as of July 31, 2000, by and between Unisphere Solutions, Inc. with its principal place of business at One Executive Drive, Chelmsford, Massachusetts 01824 (the "Company"), and James A. Dolce, Jr. (the "Executive"), WHEREAS, the Company and the Executive are parties to an Employment Agreement dated as of March 14, 1999 (the "Original Agreement"); WHEREAS, the Company and the Executive desire to amend and restate the Original Agreement upon the terms set forth herein. Accordingly, the parties hereto agree as follows: 1. TERM. The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the date hereof and ending on January 1, 2003, unless sooner terminated in accordance with the p

Unisphere Networks Inc – SOFTWARE LICENSE AGREEMENT (October 20th, 2000)

1 EXHIBIT 10.12 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. SOFTWARE LICENSE AGREEMENT (STANDARD) This Agreement is entered into as of the 25th day of February, 1998 (the "effective date"), by and between TRILLIUM DIGITAL SYSTEMS, INC., a California corporation ("TRILLIUM"), having its principal office at 12100 Wilshire Blvd., Suite 1800, Los Angeles, California, USA 90025-7118, and facsimile number +1-310-442-1162 and CASTLE NETWORKS INC. a corporation organized under the laws of Delaware ("LICENSEE"), having its principal office at: 235 Littleton Road #2 Westford, Massachusetts 01886 and facsimile number +1-978-392-9032. TRILLIUM is in the business of developing and marketing communications software and expertise and is willing to make available

Unisphere Networks Inc – MASTER MANUFACTURING AND PURCHASE AGREEMENT (October 20th, 2000)

1 EXECUTION VERSION 1 EXHIBIT 10.24 -------------------------------------------------------------------------------- Confidential Materials are omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. -------------------------------------------------------------------------------- MASTER MANUFACTURING AND PURCHASE AGREEMENT BULL HN INFORMATION SYSTEMS INC. AND CASTLE NETWORKS, INC Agreement entered into this 22nd day of September, 1999, by and between BULL HN INFORMATION SYSTEMS INC., ACTING THROUGH ITS BULL ELECTRONICS UNIT, a Delaware corporation, with offices at 1001 Pawtucket Boulevard, Lowell Massachusetts, 01854, hereinafter referred to as "BULL", and CASTLE NETWORKS, INC., a Delaware corporation, with principal o

Unisphere Networks Inc – TAX SHARING AGREEMENT (October 20th, 2000)

1 Exhibit 10.14 TAX SHARING AGREEMENT This AGREEMENT is dated as of July 31, 2000, between Siemens Corporation, a Delaware corporation ("Siemens"), and Unisphere Solutions, Inc., a Delaware corporation ("USI"). WITNESSETH WHEREAS, Siemens and USI have joined in the filing of a consolidated income tax return for a group of affiliated companies of which Siemens is the common parent and USI is a member (the "Siemens Affiliated Group"); and WHEREAS, it is the intent and desire of Siemens and USI in this Agreement to provide for the amount and time of payments by USI to Siemens and for the amount and time of payments by Siemens to USI with respect to U.S. federal, state and local income taxes; NOW, THEREFORE, Siemens and USI, intending to be legally bound hereby, and in consideration of the

Unisphere Networks Inc – PRELIMINARY UNSUPPORTED SOFTWARE LICENSE AGREEMENT (October 20th, 2000)

1 Exhibit 10.27 PRELIMINARY UNSUPPORTED SOFTWARE LICENSE AGREEMENT This Agreement is made as of August 7th, 2000 between Fujitsu Siemens Computers GmbH, a German company with offices at Otto Hahn Ring 6 81730 Munich, Germany (hereinafter called "FSC") and Unisphere Solutions Inc., a Delaware corporation having offices at One Executive Drive, Chelmsford,MA 01824 (hereinafter called "USI"). WHEREAS, USI wishes to have access to the source code ("Source Code") for the RTP Software as described in technical specifications document entitled "Source List RTP Version 1.0C" (the "Software") for the purpose specified in Section 1.a. NOW, THEREFORE, FSC and USI agree as follows: 1. LICENSE a. FSC hereby grants USI a preliminary, fully paid and royalty free, nonexclusive, nontransferable license, without right to sublicense, to use, p

Unisphere Networks Inc – MASTER PURCHASE AND RESELLER/DISTRIBUTOR AGREEMENT (October 20th, 2000)

1 EXHIBIT 10.13 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. MASTER PURCHASE AND RESELLER/DISTRIBUTOR AGREEMENT BETWEEN UNISPHERE SOLUTIONS, INC. AND SIEMENS AKTIENGESELLSCHAFT ICN GROUP, CARRIER SALES GERMANY, ICN VD/VT UNISPHERE SOLUTIONS, INC. ONE EXECUTIVE DRIVE CHELMSFORD, MA 01824, USA SIEMENS AKTIENGESELLSCHAFT, BERLIN AND MUNICH Federal Republic of Germany, Hofmannstrasse 51, 81359 Munich Unisphere and Siemens being the "Parties"

Unisphere Networks Inc – CERTIFICATE OF INCORPORATION (October 20th, 2000)

1 EXHIBIT 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UNISPHERE NETWORKS, INC. Unisphere Networks, Inc.(the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows: 1. The Corporation filed its original Certificate of Incorporation with the Secretary of the State of Delaware on January 12, 1999. 2. Pursuant to a meeting of the Board of Directors of the Company on July 28, 2000, a resolution was duly adopted pursuant to the DGCL setting forth an Amended and Restated Certificate of Incorporation of the Corporation and declaring said Amended and Restated Certificate of Incorporation advisable. The stockholders of the Corporation dul

Unisphere Networks Inc – SIEMENS / CASTLE OEM CONTRACT (October 20th, 2000)

1 Exhibit 10.25 SIEMENS / CASTLE OEM CONTRACT Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. SIEMENS-CASTLE OEM AGREEMENT FOR PURCHASE OF PRODUCTS Page 1 of 82 2 SIEMENS / CASTLE OEM CONTRACT OEM AGREEMENT FOR PURCHASE OF PRODUCTS -------------------------------------- CONTENTS PARTIES AND SIGNATURES....................................................... 5 ARTICLE I DEFINITIONS....................................................... 6 Terms Defined ARTICLE II

Unisphere Networks Inc – MANUFACTURING SERVICES AGREEMENT (October 20th, 2000)

1 ACT MANUFACTURING, INC. MANUFACTURING SERVICES AGREEMENT -------------------------------------------------------------------------------- EXHIBIT 10.11 Confidential Materials omitted and filed with the Securities and Exchange Commission. Asterisks denote omissions. This agreement between ACT and Redstone Communications is in effect for a period of one year as of 12/3/98 It is automatically renewed each month unless written notice is received. ACT will require written notice 90 days in advance in order to cancel this agreement. 1. ORDER ADMINISTRATION AND FORECAST MANAGEMENT REDSTONE COMMUNICATIONS must have [**] worth of purchase orders in place at all times. Customer must also have an additional [**] of forecast in place at all times. Purchase orders must specify part number, quantity, rev level, price and r

Unisphere Networks Inc – AGREEMENT AND PLAN OF MERGER (October 20th, 2000)

1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG UNISPHERE NETWORKS, INC., PITCHER ACQUISITION CORP., AND BROADSOFT, INC. Dated as of October 20, 2000 2 TABLE OF CONTENTS PAGE ARTICLE I THE MERGER...........................................................1 1.1 The Merger..............................................................1 1.2 The Closing.............................................................1 1.3 Actions at the Closing..................................................1 1.4 Additional Action......................................................

Unisphere Networks Inc – LEASE BETWEEN (October 20th, 2000)

1 Exhibit 10.20 LEASE BETWEEN ARTHUR J. GUTIERREZ AND JOHN A. CATALDO, CLASS A TRUSTEES AND HOWARD STOCK AND MARC D. LEVY, CLASS B TRUSTEES, ALL AS TRUSTEES OF MICHELSON FARM-WESTFORD TECHNOLOGY PARK TRUST, UNDER DECLARATION OF TRUST DATED OCTOBER 1, 1984, RECORDED WITH THE MIDDLESEX NORTH DISTRICT REGISTRY OF DEEDS IN BOOK 2863, PAGE 235 AND UNISPHERE SOLUTIONS, INC. FOR 150,000 SQUARE FEET - MICHELSON FARM-WESTFORD TECHNOLOGY PARK WESTFORD, MASSACHUSETTS INDEX REFERENCE DATA Paragraph 1.1 Subject Referred