EXHIBIT 99.2 VOTING AGREEMENT THIS VOTING AGREEMENT ("Agreement") is made and entered into as of June 22, 1999 by and among Newbridge Networks Corporation, a Canadian corporation ("Newbridge"), Saturn Acquisition Corp., a Delaware corporation and...Voting Agreement • June 25th, 1999 • Stanford Telecommunications Inc • Radio & tv broadcasting & communications equipment
EXHIBIT 10.2 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made and entered into as of June 22, 1999 (the "Agreement") by and between Newbridge Networks Corporation, a Canadian corporation ("Newbridge"), and Stanford Telecommunications, Inc.,...Stock Option Agreement • June 25th, 1999 • Stanford Telecommunications Inc • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT NUMBER 4.2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as of June 18, 1999, is between Stanford Telecommunications Inc., a Delaware corporation (the "Company"), and BankBoston, N.A....Rights Agreement • June 29th, 1999 • Stanford Telecommunications Inc • Radio & tv broadcasting & communications equipment • Delaware
RECITALSAsset Purchase Agreement • September 28th, 1999 • Stanford Telecommunications Inc • Radio & tv broadcasting & communications equipment
RECITALSCredit Agreement • June 29th, 1999 • Stanford Telecommunications Inc • Radio & tv broadcasting & communications equipment • California
Rent" Article 4.05 "Rent Adjustment Date" Article 4.01 "Rent Commencement Date" Article 3.04 "Site" Preambles, Article 1.01 "Site Plan" Preambles, Article II "Tenant" Preambles, Article 1.01 "Tenant's Building" Article II "Tenant's Property" Article X...Lease • June 29th, 1999 • Stanford Telecommunications Inc • Radio & tv broadcasting & communications equipment
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG NEWBRIDGE NETWORKS CORPORATION SATURN ACQUISITION CORP.Agreement and Plan of Merger • June 25th, 1999 • Stanford Telecommunications Inc • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 10.10 DEED OF LEASE THIS DEED OF LEASE, dated this 17 day of June, 1997, by and between Opus East, L.L.C., a Delaware limited liability company, ("Landlord") and Stanford Telecommunications, Inc., a Delaware corporation ("Tenant"). WITNESSETH:...Stanford Telecommunications Inc • June 24th, 1998 • Radio & tv broadcasting & communications equipment
EXHIBITS -------- Exhibit 1.01A Form of Assignment and Assumption Agreement Exhibit 1.01B Form of Bill of Sale Exhibit 1.01C Form of Non-Competition Agreement Exhibit 1.01D Form of Patent Assignments Exhibit 3.05 Financial Information of the Business...Asset Purchase Agreement • November 30th, 1999 • Stanford Telecommunications Inc • Radio & tv broadcasting & communications equipment • Delaware
1.3 "Change of Control" means an "Acquisition Transaction", as such term is defined in the Merger Agreement; provided, however, that the spin-off of the -------- ------- WBP business of Stel by distribution to Stel's stockholders shall not constitute...Stanford Telecommunications Inc • June 25th, 1999 • Radio & tv broadcasting & communications equipment • California
RECITALSCredit Agreement • June 29th, 1999 • Stanford Telecommunications Inc • Radio & tv broadcasting & communications equipment
RECITALSCredit Agreement • June 25th, 1997 • Stanford Telecommunications Inc • Radio & tv broadcasting & communications equipment • California
RECITALSCredit Agreement • June 24th, 1998 • Stanford Telecommunications Inc • Radio & tv broadcasting & communications equipment • California
EXHIBIT 99.1 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of ______________, 1999, between Newbridge Networks Corporation, a Canadian corporation ("Newbridge"), and ___________________, as Rights Agent (the...Contingent Value Rights Agreement • June 25th, 1999 • Stanford Telecommunications Inc • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT NUMBER 4.2 AGREEMENT RE. RIGHTS OF HOLDERS OF LONG-TERM DEBT The Company hereby agrees to furnish to the Securities and Exchange Commission, upon request, a copy of the instruments which define the rights of holders of long-term debt of the...Stanford Telecommunications Inc • June 24th, 1998 • Radio & tv broadcasting & communications equipment
The Company hereby agrees to furnish to the Securities and Exchange Commission, upon request, a copy of the instruments which define the rights of holders of long-term debt of the Company. None of such instruments not included as exhibits herein represents long-term debt in excess of 10% of the total assets of the Company.
EXHIBIT NUMBER 10.14 AGREEMENT TO LEASE THIS AGREEMENT TO LEASE ("Agreement"), made this 17 day of August, 1998 by and between CHEROKEE EQUITES, LLC, a Colorado limited liability company (hereinafter referred to as "Cherokee Equities"), and Stanford...Agreement to Lease • June 29th, 1999 • Stanford Telecommunications Inc • Radio & tv broadcasting & communications equipment
EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 16th, 1999 • Stanford Telecommunications Inc • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT NUMBER 4.3 AGREEMENT RE. RIGHTS OF HOLDERS OF LONG-TERM DEBT The Company hereby agrees to furnish to the Securities and Exchange Commission, upon request, a copy of the instruments which define the rights of holders of long-term debt of the...Stanford Telecommunications Inc • June 29th, 1999 • Radio & tv broadcasting & communications equipment
The Company hereby agrees to furnish to the Securities and Exchange Commission, upon request, a copy of the instruments which define the rights of holders of long-term debt of the Company. None of such instruments not included as exhibits herein represents long-term debt in excess of 10% of the total assets of the Company.
EXHIBIT 10.11 RIDER TO CONSOLIDATED, AMENDED AND RESTATED DEED OF LEASE RIDER NO. THREE THIS RIDER TO CONSOLIDATED AMENDED AND RESTATED DEED OF LEASE AGREEMENT, made this 15 day of May, 1998 by and between A & A Fairfax Four L.L.C. as successor in...Stanford Telecommunications Inc • June 24th, 1998 • Radio & tv broadcasting & communications equipment
