Harris Stratex Networks, Inc. Sample Contracts

AVIAT NETWORKS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt Securities
Indenture • April 13th, 2021 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment • New York

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

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LEASE BETWEEN THE IRVINE COMPANY LLC AND AVIAT U.S., INC.
Lease • September 9th, 2016 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment • California

THIS LEASE is made as of June 8th, 2016, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called “Landlord,” and AVIAT U.S., INC., a Delaware corporation, hereafter called “Tenant.”

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AMENDED AND RESTATED TAX BENEFIT PRESERVATION PLAN Dated as of August 27, 2020 by and between AVIAT NETWORKS, INC. and COMPUTERSHARE INC., as Rights Agent
Tax Benefit Preservation Plan • August 31st, 2020 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware
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HARRIS STRATEX NETWORKS, INC. and MELLON INVESTOR SERVICES LLC as Rights Agent Rights Agreement Dated as of April 20, 2009
Rights Agreement • April 22nd, 2009 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment • New York

Rights Agreement, dated as of April 20, 2009, by and between Harris Stratex Networks, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).

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SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 5th, 2014 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment

This Amendment No. 3 to Second Amended and Loan and Security Agreement (this “Amendment”) is entered into this 2nd day of December, 2014 (the “Third Amendment Effective Date”) by and among Aviat Networks, Inc., a Delaware corporation (“Parent”), Aviat US., Inc. (“Opco,” together with Parent, the “US Borrowers”) and Aviat Networks (S) Pte. Ltd., a private company limited by shares formed under the laws of the Republic of Singapore (“Aviat Singapore” or “Singapore Borrower,” and together with the US Borrowers, the “Borrowers”), and Silicon Valley Bank (“Bank”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

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FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 10th, 2014 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment

This Amendment No. 3 to First Amended and Loan and Security Agreement (this “Amendment”) is entered into this 10th day of February, 2014 (the “Third Amendment Effective Date”) by and among Aviat Networks, Inc., a Delaware corporation (“Parent”), Aviat US., Inc. (“Opco,” together with Parent, the “US Borrowers”) and Aviat Networks (S) Pte. Ltd., a private company limited by shares formed under the laws of the Republic of Singapore (“Aviat Singapore” or “Singapore Borrower,” and together with the US Borrowers, the “Borrowers”), and Silicon Valley Bank (“Bank”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

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Sally Dudash 637 Davis Drive Morrisville, NC 27560 Re: Employment Agreement Dear Sally,
Harris Stratex Networks, Inc. • May 8th, 2007 • Radio & tv broadcasting & communications equipment • North Carolina
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Re: Employment Agreement
Harris Stratex Networks, Inc. • September 4th, 2009 • Radio & tv broadcasting & communications equipment • California

This letter sets forth the terms of your continued employment with DMC Stratex Networks, Inc. (the “Company”) as well as our understanding with respect to any termination of that employment relationship. This Agreement is effective as of May 14, 2002.

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 16th, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment

Thomas H. Waechter (“Executive”) and Stratex Networks, Inc. (the “Company”), are parties to an Employment Agreement of May 18, 2006 (the “Agreement”). Executive and the Company now wish to amend the Agreement, and thus they agree as set forth below. This Amendment shall be deemed effective as of September 1, 2006.

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Employment Agreement
Employment Agreement • September 14th, 2022 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment • California

This letter agreement sets forth the terms of your employment with Aviat Networks, Inc. (the “Company”) as well as our understanding with respect to any termination of that employment relationship. This Agreement will become effective with your promotion to Vice President, Global Operations, July 1, 2012(“Effective Date”).

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Re: Employment Agreement
Letter Agreement • January 21st, 2016 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment • California

This letter agreement sets forth the terms of your employment with Aviat Networks, Inc. (the “Company”), as well as our understanding with respect to any termination of that employment relationship. This Agreement will become effective on your first day of employment, which is anticipated to be February 3, 2016.

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TAX SHARING AGREEMENT
Tax Sharing Agreement • February 1st, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware

TAX SHARING AGREEMENT (the “Agreement”), dated as of January 26, 2007, between HARRIS STRATEX NETWORKS, INC., a Delaware corporation (the “Company”), and HARRIS CORPORATION, a Delaware corporation (“Harris”), collectively referred to herein as the “parties”.

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INVESTOR AGREEMENT Between HARRIS CORPORATION and HARRIS STRATEX NETWORKS, INC.
Investor Agreement • February 1st, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware

INVESTOR AGREEMENT (the “Agreement”), dated as of January 26, 2007, between HARRIS CORPORATION, a Delaware corporation (“Harris”), and HARRIS STRATEX NETWORKS, INC., a Delaware corporation (the “Company”).

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AGREEMENT OF LEASE ENTERED INTO IN THE CITY OF MONTREAL, IN THE PROVINCE OF QUEBEC ON JANUARY TWENTY-SIX (26), TWO THOUSAND AND SEVEN (2007) (the “Lease”)
Agreement • February 1st, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment • Quebec

WHEREAS the Landlord owns by good and valid titles all the machinery, equipment and other assets shown in the Landlord’s Hyperion account number 857000, including the machinery, equipment and other assets described in Schedule A hereto (the “Leased Assets”);

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Re: Employment Agreement
Harris Stratex Networks, Inc. • February 1st, 2007 • Radio & tv broadcasting & communications equipment • California
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Aviat Networks, Inc.
Aviat Networks, Inc. • September 15th, 2016 • Radio & tv broadcasting & communications equipment • Delaware

This letter (this “Agreement”) constitutes the agreement between (a) Aviat Networks, Inc. (“Company”) and (b) JDS1, LLC (“JDS1”) and each of the other related Persons (as defined below) set forth on the signature pages to this Agreement (collectively with JDS1, the “JDS Group”). The JDS Group and each of its Affiliates (as defined below) and Associates (as defined below) are collectively referred to as the “Investors.” Company and the JDS Group are each a “Party” and collectively the “Parties.”

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Employment Agreement
Employment Agreement • November 10th, 2010 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment • California

This letter agreement sets forth the terms of your employment with Aviat Networks, Inc. (the “Company”), as well as our understanding with respect to any termination of that employment relationship. This Agreement amends and restates, effective on the date hereof, the Employment Agreement dated June 28, 2010 between the Company and you.

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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 2nd, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment

Charles D. Kissner (“Executive”) and Stratex Networks, Inc., formerly DMC Stratex Networks, Inc. (the “Company”), are parties to an Employment Agreement of May 14, 2002 (the “Agreement”), and an Amendment to Employment Agreement effective as of May 2, 2005 (the “First Amendment”) and an Amendment to Employment Agreement — Amendment (B) effective as of April 1, 2006 (the “Second Amendment”). Executive and the Company now wish to terminate the First and Second Amendments, and to amend the Agreement, and thus they now enter into this Third Amendment to Employment Agreement (the “Third Amendment”).

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SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 31st, 2014 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 28, 2014 (the “Effective Date”) by and among SILICON VALLEY BANK, a California corporation (“Bank”), AVIAT NETWORKS, INC., a Delaware corporation (“Parent”), AVIAT U.S., INC., a Delaware corporation (“Opco,” together with Parent, the “US Borrowers” and each a “Borrower”), and AVIAT NETWORKS (S) PTE. LTD., a private company limited by shares formed under the laws of the Republic of Singapore (“Aviat Singapore” or “Singapore Borrower,” and together with the US Borrowers, the “Borrowers”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety, but is not a novation of, that certain First Amended and Restated Loan and Security Agreement dated as of September 27, 2013 (as amended, the “Original Agreement”). The parties agree as follows:

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THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 29th, 2018 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment

THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 29, 2018 (the “Effective Date”) by and among SILICON VALLEY BANK, a California corporation (“Bank”), AVIAT NETWORKS, INC., a Delaware corporation (“Parent”), AVIAT U.S., INC., a Delaware corporation (“Opco”, together with Parent, the “US Borrowers” and each a “Borrower”), and AVIAT NETWORKS (S) PTE. LTD., a private company limited by shares formed under the laws of the Republic of Singapore (“Aviat Singapore” or “Singapore Borrower”, and together with the US Borrowers, the “Borrowers”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety, but is not a novation of, that certain Second Amended and Restated Loan and Security Agreement dated as of March 28, 2014 (as amended, the “Original Agreement”). The parties agree as follows:

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 29th, 2023 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment • New York

FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 22, 2023, among, AVIAT NETWORKS, INC., a Delaware corporation (the “Parent”), AVIAT U.S., INC., a Delaware corporation (“Aviat US”), AVIAT NETWORKS (S) PTE. LTD., a company incorporated and validly existing under the laws of Singapore (“Aviat Singapore”, together with Parent and Aviat US, the “Borrowers” and each a “Borrower”), the Lenders (as defined below) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

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INTELLECTUAL PROPERTY AGREEMENT Between HARRIS CORPORATION and HARRIS STRATEX NETWORKS, INC.
Intellectual Property Agreement • February 1st, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware

This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”), dated as of January 26, 2007, is made by and between HARRIS CORPORATION, a Delaware corporation (“Harris”), and HARRIS STRATEX NETWORKS, INC., a Delaware corporation (the “Company”).

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AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED
Loan and Security Agreement • June 12th, 2019 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment

This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 10, 2019 (the “Second Amendment Date”), is entered into among AVIAT NETWORKS, INC., a Delaware corporation (the “Parent”), AVIAT U.S., INC., a Delaware corporation (“Opco”, together with Parent, the “US Borrowers” and each a “Borrower”), AVIAT NETWORKS (S) PTE. LTD., a private company limited by shares formed under the laws of the Republic of Singapore (“Aviat Singapore” or “Singapore Borrower”, and together with the US Borrowers, the “Borrowers”) and SILICON VALLEY BANK (“Bank”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

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Employment Agreement
Employment Agreement • September 12th, 2011 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment • California

This letter agreement sets forth the terms of your continued employment with Aviat Networks, Inc. (the “Company”), as well as our understanding with respect to any termination of that employment relationship. This Agreement will become effective July 18, 2011.

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Employment Agreement
Release Agreement • September 12th, 2011 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment • California

This letter agreement (this “Agreement”) sets forth the terms of your continued employment with Aviat Networks, Inc. (the “Company”), as well as our understanding with respect to any termination of that employment relationship. This Agreement amends and restates the Employment Agreement, dated August 1, 2010, between the Company and you, effective on July 18, 2011 and is conditioned upon your timely delivery of the General Release of Claims attached hereto as Exhibit A (the “Release Agreement”) which becomes valid and irrevocable according to the terms set forth in the Release Agreement.

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CREDIT AGREEMENT
Credit Agreement • September 25th, 2008 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of June 30, 2008, among HARRIS STRATEX NETWORKS, INC. a Delaware corporation (the “Parent”), HARRIS STRATEX NETWORKS OPERATING CORPORATION, a Delaware corporation (“Opco”), HARRIS STRATEX NETWORKS (S) PTE LTD. (Company Registration Number: 199901592C), a limited liability company organized under the laws of Singapore (“Harris Singapore”), certain subsidiaries of Parent party hereto pursuant to Section 2.15 (each, a “Designated Borrower” and, together with Parent, Opco and Harris Singapore, the “Borrowers”, and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), SILICON VALLEY BANK, as a Swing Line Lender and an L/C Issuer, BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and BANC OF AMERICA SECURITIES ASIA LIMITED, as Singapore Loan Agent.

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AMENDMENT 1 TO EMPLOYMENT
Employment • May 18th, 2021 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment

This first amendment (“Amendment”) to the Employment Agreement with the effective date of January 2, 2020 (“Agreement”) by and between Aviat Networks, Inc. (“Aviat”) and Peter Smith ("Smith") is entered into effective May 17, 2021 (the “Effective Date”).

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AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 27th, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment • California

This Amendment No. 5 to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 23 day of February, 2007, by and between Harris Stratex Networks Operating Corporation, a Delaware corporation fka Stratex Networks, Inc., a Delaware corporation (“Borrower”), and Silicon Valley Bank (“Bank”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

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NON-COMPETITION AGREEMENT Among HARRIS CORPORATION, STRATEX NETWORKS, INC. and HARRIS STRATEX NETWORKS, INC.
Non-Competition Agreement • February 1st, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware

NON-COMPETITION AGREEMENT, dated as of January 26, 2007 (this “Agreement”), among HARRIS CORPORATION, a Delaware corporation (“Harris”), STRATEX NETWORKS, INC., a Delaware corporation (“Stratex”), and HARRIS STRATEX NETWORKS, INC., a Delaware corporation (the “Company”).

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Certain portions of this Exhibit were redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K GLOBAL TRANSITION SERVICES AGREEMENT
Global Transition Services Agreement • December 1st, 2023 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware

This Global Transition Services Agreement (this “Agreement”), dated as of November 30, 2023, is made by and between NEC Corporation, a Japanese corporation (“Seller”), and Aviat Networks, Inc., a Delaware corporation (the “Purchaser”). Seller and Purchaser are each referred to herein as a “Party” and, collectively, as the “Parties.”

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • September 9th, 2010 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment • New York

This Amendment No. 1 to Credit Agreement (this “Amendment”) is entered into this 23rd day of August, 2010, by and among Aviat Networks, Inc., a Delaware corporation (“Parent”), Aviat U.S., Inc., a Delaware corporation, and Aviat Networks (S) PTE. LTD., a company organized under the laws of Singapore (each, a “Borrower”), Bank of America, N.A., as Administrative Agent (in such capacity, “Agent”), Bank of America, N.A., Hong Kong Branch, as Singapore Loan Agent, and Bank of America, N.A. and Silicon Valley Bank, (each, a “Lender”). Aviat Networks, Inc. was formerly known as Harris Stratex Networks, Inc. Capitalized terms used herein without definition shall have the same meanings given them in the Credit Agreement (as defined below).

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ASSET PURCHASE AGREEMENT by and between Aviat U.S., Inc. and EION Networks Inc. Dated September 2, 2011
Asset Purchase Agreement • September 9th, 2011 • Aviat Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware

This Asset Purchase Agreement is dated September 2, 2011 at 2:30 pm Eastern time (“Effective Date”), by and between AVIAT U.S., INC., a Delaware corporation, on behalf of itself and its Affiliates (“Seller”), and EION NETWORKS INC., a company duly formed under the laws of Canada, on behalf of itself and its Affiliates (“Buyer”). Seller and Buyer may each be referred to herein individually as a “Party” and collectively as the “Parties.”

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WARRANT ASSUMPTION AGREEMENT
Warrant Assumption Agreement • February 1st, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment • New York

THIS WARRANT ASSUMPTION AGREEMENT (the “Assumption Agreement”) dated as of January 26, 2007, by and between HARRIS STRATEX NETWORKS, INC., a corporation incorporated in the State of Delaware (“Newco”), and STRATEX NETWORKS, INC., a corporation incorporated in the State of Delaware (“Stratex”), is made and delivered pursuant to Section 6 of those certain Warrants to Purchase Common Stock of Stratex (the “Warrants”) issued in connection with the Purchase Agreement dated as of September 21, 2004 by and between Stratex and certain Investors listed in Schedule I attached thereto. All capitalized terms used in this Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Warrants.

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REGISTRATION RIGHTS AGREEMENT Between HARRIS CORPORATION and HARRIS STRATEX NETWORKS, INC.
Registration Rights Agreement • February 1st, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware

REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of January 26, 2007, between HARRIS CORPORATION, a Delaware corporation (“Harris”), and HARRIS STRATEX NETWORKS, INC., a Delaware corporation (the “Company”).

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Employment Agreement
Harris Stratex Networks, Inc. • May 6th, 2008 • Radio & tv broadcasting & communications equipment • North Carolina
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