10,700,000 Shares BIGBAND NETWORKS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2007 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with BigBand Networks, Inc., a Delaware corporation (the “Company”), and the selling stockholder(s) named in the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by Morgan Stanley and Merrill Lynch, acting together with Jefferies & Company, Inc., Cowen and Company, LLC, and Think Equity Partners LLC (together, the “Underwriters”), of [·] shares of the common stock, par value $0.001 per share of the Company (the “Common Stock”), proposed to be sold by the Company and the Selling Stockholders (together, the “Shares”).
ContractBigBand Networks, Inc. • December 22nd, 2006 • California
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES RELATING TO SUCH SALE OR DISPOSITION, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
BIGBAND NETWORKS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 22nd, 2006 • BigBand Networks, Inc. • Delaware
THIS AGREEMENT is entered into, effective as of , 2006 by and between BigBand Networks, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”), effective as of the date that the Registration Statement on Form S-1 related to the initial public offering of the Company’s Common Stock is declared effective by the United States Securities and Exchange Commission.
Page 1. USE AND RESTRICTIONS ON USE 1 2. TERM 2 3. RENT 2 4. RENT ADJUSTMENTS 3 5. SECURITY DEPOSIT 5 6. ALTERATIONS 6 7. REPAIR 7 8. LIENS 7 9. ASSIGNMENT AND SUBLETTING 8 10. INDEMNIFICATION 9 11. INSURANCE 10 12. WAIVER OF SUBROGATION 10 13....BigBand Networks, Inc. • December 22nd, 2006
By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 11th, 2011 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 10, 2011 by and among ARRIS GROUP, INC., a Delaware corporation (“Parent”), AMSTERDAM ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and BIGBAND NETWORKS, INC., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2006 • BigBand Networks, Inc. • California
This Employment Agreement is made as of January , 2000, by and between Amir Bassan-Eskenazi (the “Executive”) and BigBand Networks, Inc. (the “Company”).
SIXTH AMENDMENT TO LEASELease • August 8th, 2011 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • California
THIS SIXTH AMENDMENT TO LEASE (the “Sixth Amendment”) is made and entered into as of March 1, 2011 (the “Effective Date”) by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“Landlord”), and BIG BAND NETWORKS, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • December 22nd, 2006 • BigBand Networks, Inc. • California
THIS FIRST AMENDMENT TO LEASE (the “First Amendment to Lease”) is made and entered into as of February 10, 2005 (the “Effective Date”) by and between MPTP HOLDING, LLC, a Delaware limited partnership (“Landlord”) and BIG BAND NETWORKS, INC., a Delaware corporation.
BIGBAND NETWORKS, INC. TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 22nd, 2007 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • California
This Transition Services Agreement (the Agreement) is entered as of October 18, 2007 (the Effective Date) into by and between BigBand Networks, Inc., having a principle place of business at 475 Broadway Street, Redwood City, California 94063 (the “Company”) and Frederick Ball (the “Mr. Ball”, and collectively with the Company, the “Parties”).
BIGBAND NETWORKS, INC. BONUS AGREEMENTBonus Agreement • August 8th, 2011 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • California
This Bonus Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and BigBand Networks, Inc. (the “Company”), effective as of [DATE], 2011 (the “Effective Date”).
EMPLOYMENT AGREEMENT Made and entered in Tel Aviv on the __ 2nd of January 2000 BETWEENEmployment Agreement • December 22nd, 2006 • BigBand Networks, Inc. • Delaware
Dear Ran,BigBand Networks, Inc. • March 12th, 2008 • Radio & tv broadcasting & communications equipment
As approved by the Compensation Committee of the Board of Directors of BigBand Networks, Inc. (the “Company”) on December 9, 2007, I provide you with the following amendment to your employment agreement dated January 2, 2000, as amended (the “Employment Agreement”).
Between: BigBand Networks Ltd. A Private Regd. Co. No. 512751074 (hereinafter: “the Lessee”); The First Party And: Prime Sense Ltd. A Private Regd. Co. No. 513684761 (hereinafter: (“the Sub-Lessee”); The Second Party Whereas On 25/07/2007 a Lease...Sub-Lease Agreement • March 10th, 2009 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2009 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment
This amendment (the “Amendment”) is made by and between Amir Bassan-Eskenazi (the “Executive”) and BigBand Networks, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”).
AGREEMENTAgreement • July 30th, 2010 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware
This AGREEMENT (this “Agreement”) is made as of July 29, 2010, by and among BigBand Networks, Inc., a Delaware corporation (the “Company”), ValueAct SmallCap Master Fund, L.P. (“ValueAct SmallCap Master Fund”), VA SmallCap Partners, LLC (“VA SmallCap Partners”), ValueAct SmallCap Management, L.P. (“ValueAct SmallCap Management”), ValueAct SmallCap Management, LLC (“ValueAct SmallCap Management GP”), VA Partners I, LLC (“VA Partners”), ValueAct Capital Management, L.P. (“ValueAct Capital Management”), and David Lockwood (Mr. Lockwood, together with ValueAct SmallCap Master Fund, VA SmallCap Partners, ValueAct SmallCap Management, ValueAct SmallCap Management GP, VA Partners, and ValueAct Capital Management are sometimes referred to herein as the “ValueAct Group”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2009 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment
This amendment (the “Amendment”) is made by and between Robert Horton (the “Executive”) and BigBand Networks, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”).
TENDER AND VOTING AGREEMENT by and among ARRIS GROUP, INC., AMSTERDAM ACQUISITION SUB, INC. and THE PERSONS LISTED ON SCHEDULE I HERETO Dated as of October 10, 2011Tender and Voting Agreement • October 11th, 2011 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware
This TENDER AND VOTING AGREEMENT, dated as of October 10, 2011 (this “Agreement”), is by and among ARRIS Group, Inc., a Delaware corporation (“Parent”), Amsterdam Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and the persons listed on Schedule I hereto (collectively, the “Company Stockholders”).
BIGBAND NETWORKS, INC. TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 5th, 2010 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • California
This Transition Services Agreement (the “Agreement”) is entered into as of March 5, 2010 (the “Effective Date”) by and between BigBand Networks, Inc., having a principal place of business at 475 Broadway Street, Redwood City, California 94063 (the “Company”) and Maurice Castonguay (“Mr. Castonguay”, and collectively with the Company, the “Parties”).
SECOND AMENDMENT TO SUBLEASESublease • December 22nd, 2006 • BigBand Networks, Inc.
This SECOND AMENDMENT TO SUBLEASE (“2nd Amendment”) is made and entered into as of November 16, 2006 by and between BROADVISION, INC., a Delaware Corporation (“Sublandlord”), and BigBand Networks, Inc., a Delaware Corporation (“Subtenant”).
FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • December 22nd, 2006 • BigBand Networks, Inc. • New York
THIS FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this “Agreement”) is made as of the 29th day of June, 2004, by and among BIGBAND NETWORKS, INC. a Delaware corporation (the “Company”); and those individuals and entities set forth in Exhibit A hereto (each, an “Investor” and together, severally but not jointly the “Investors”); and N.B.T. Ltd., a company organized under the laws of the British Virgin Islands (“N.B.T.”), Amir Bassan-Eskenazi, an individual (“ABE”) and OZ Holdings Ltd., a company organized under the laws of the British Virgin Islands (“OZ”) (each of N.B.T., ABE and OZ, a “Founder Shareholder” and together, the “Founder Shareholders”).
BigBand Networks Letterhead]BigBand Networks, Inc. • May 15th, 2008 • Radio & tv broadcasting & communications equipment
As approved by the Compensation Committee of the Board of Directors of BigBand Networks, Inc. (the “Company”) on December 9, 2007, I provide you with the following amendment to your employment agreement dated January 2, 2000, as amended (the “Employment Agreement”).
BETWEEN: 1. U. DORI ENGINEERING WORKS CORP. LTD. Company Number 52-00396600 (referred to below as the “Landlord”) of the first part; AND: BIGBAND NETWORKS LTD. Private Regd. Co. No. 512751074 (the “Tenant”) of the second part; WHEREAS: On the land...BigBand Networks, Inc. • July 30th, 2007 • Radio & tv broadcasting & communications equipment
SUBLEASE AGREEMENTSublease Agreement • December 22nd, 2006 • BigBand Networks, Inc. • Massachusetts
FIRST AMENDMENT TO SUBLEASESublease • December 22nd, 2006 • BigBand Networks, Inc.
This FIRST AMENDMENT TO SUBLEASE (“Amendment”) is made and entered into as of November 2, 2006 by and between BROADVISION, INC., a Delaware Corporation (“Sublandlord”), and BigBand Networks, Inc., a Delaware Corporation (“Subtenant”).
SECOND AMENDMENT TO LEASELease • December 22nd, 2006 • BigBand Networks, Inc. • California
THIS SECOND AMENDMENT TO LEASE (the “Second Amendment”) is made and entered into as of November 30, 2005 by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“Landlord”), and BIG BAND NETWORKS, INC., a Delaware corporation (“Tenant”).
AZRIELI CENTER ADDENDUM TO TENANCY AGREEMENTTenancy Agreement • May 9th, 2007 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment
Addendum to an Agreement from 25.7.07 Prepared and signed in Herzliyah on February 12, 2007BigBand Networks, Inc. • March 12th, 2008 • Radio & tv broadcasting & communications equipment
WHEREAS: On 25.7.07, the Company and the Tenant signed a Agreement in accordance with which the Company let to the Tenant Premises in the building known as Beit Arazim at 28 HaBarzel Street in Tel Aviv (hereinafter: the “Agreement”). The Agreement is attached to this addendum as Appendix A and is an integral part of it (even if it is not attached thereof);
BIGBAND NETWORKS, INC. TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 4th, 2010 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • Massachusetts
This Transition Services Agreement (the “Agreement”) is effective as of March 4, 2010 (the “Effective Date”) into by and between BigBand Networks, Inc., having a principal place of business at 475 Broadway Street, Redwood City, California 94063 (the “Company”) and David Heard (“Mr. Heard”, and collectively with the Company, the “Parties”).
SUB-LEASE AGREEMENT Made and Entered into on the 23rd of February, 2011.Sub-Lease Agreement • March 9th, 2011 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment
BIGBAND NETWORKS, INC. TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 12th, 2011 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • Massachusetts
This Transition Services Agreement (the “Agreement”) is effective as of September 7, 2011 (the “Effective Date”) and entered into by and between BigBand Networks, Inc., having a principal place of business at 475 Broadway Street, Redwood City, California 94063 (the “Company”) and Paul Crann (“Mr. Crann”, and collectively with the Company, the “Parties”).
ContractLease Agreement • December 22nd, 2006 • BigBand Networks, Inc.
Note: This agreement and the negotiations about it are not binding on the landlord until the landlord’s signatories sign the agreement
SUBLEASESublease • November 8th, 2010 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment
THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of October 1, 2010, and is made by and between BigBand Networks, Inc., a Delaware corporation (“Sublessor”), and SimpliVT Corporation, a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 22nd, 2006 • BigBand Networks, Inc. • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and BIGBAND NETWORKS, INC., a Delaware corporation (“Parent” and a “Borrower”), and BIGBAND NETWORKS BAS, INC., a Delaware corporation (“BAS” and a “Borrower” and collectively with Parent “Borrowers”), provides the terms on which Bank shall lend to Borrowers and Borrowers shall repay Bank. The parties agree as follows:
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSConfidential Separation Agreement • November 12th, 2008 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • Massachusetts
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2009 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment
This amendment (the “Amendment”) is made by and between David Heard (the “Executive”) and BigBand Networks, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”).
