Tekelec Sample Contracts

RECITALS
Escrow Agreement • October 21st, 2004 • Tekelec • Radio & tv broadcasting & communications equipment • New York
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TAQUA, INC.,
Agreement and Plan of Merger • March 4th, 2004 • Tekelec • Radio & tv broadcasting & communications equipment • Delaware
BY AND AMONG TEKELEC,
Agreement and Plan of Merger • September 24th, 2004 • Tekelec • Radio & tv broadcasting & communications equipment
TEKELEC
Registration Rights Agreement • November 15th, 1999 • Tekelec • Radio & tv broadcasting & communications equipment • California
OF
Stockholders' Agreement • May 7th, 2003 • Tekelec • Radio & tv broadcasting & communications equipment • Texas
RECITALS
License Agreement • August 14th, 2002 • Tekelec • Radio & tv broadcasting & communications equipment • California
LEASE AGREEMENT BY AND BETWEEN TEKELEC, as Tenant AND WEEKS REALTY, L.P., as Landlord PARAMOUNT CENTER, MORRISVILLE, NC
Lease Agreement • March 31st, 1999 • Tekelec • Radio & tv broadcasting & communications equipment • North Carolina
JULY 15, 2002
Asset Purchase Agreement • August 14th, 2002 • Tekelec • Radio & tv broadcasting & communications equipment • California
BY AND AMONG TEKELEC
Escrow Agreement • May 7th, 2003 • Tekelec • Radio & tv broadcasting & communications equipment • Delaware
RECITAL
Agreement and Plan of Merger • October 21st, 2004 • Tekelec • Radio & tv broadcasting & communications equipment
BY AND AMONG TEKELEC,
Registration Rights Agreement • May 7th, 2003 • Tekelec • Radio & tv broadcasting & communications equipment • Texas
RECITALS
Consulting Agreement • August 14th, 2003 • Tekelec • Radio & tv broadcasting & communications equipment • California
BETWEEN TEKELEC, AS ISSUER, AND
Registration Rights Agreement • August 14th, 2003 • Tekelec • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 4.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 2nd, 2004 • Tekelec • Radio & tv broadcasting & communications equipment
FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 31st, 2003 • Tekelec • Radio & tv broadcasting & communications equipment • California
RECITALS
Indemnification Agreement • March 4th, 2004 • Tekelec • Radio & tv broadcasting & communications equipment • Delaware
TEKELEC
Nonstatutory Stock Option Agreement • September 30th, 2003 • Tekelec • Radio & tv broadcasting & communications equipment • California
AGREEMENT AND PLAN OF MERGER dated as of November 6, 2011 among TITAN PRIVATE HOLDINGS I, LLC, TITAN PRIVATE ACQUISITION CORP. and TEKELEC
Agreement and Plan of Merger • November 7th, 2011 • Tekelec • Radio & tv broadcasting & communications equipment • Delaware

Any repeal or modification of Articles V or VI by the shareholders of the Corporation shall not adversely affect the right or protection of a director or agent of this corporation existing at the time of such repeal or modification.

IMPERIAL BANK LOGO] Member FDIC
General Security Agreement • March 31st, 1997 • Tekelec • Radio & tv broadcasting & communications equipment • California
RECITALS
Transitional Services Agreement • August 14th, 2002 • Tekelec • Radio & tv broadcasting & communications equipment • California
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RECITALS
Registration Rights Agreement • August 14th, 2002 • Tekelec • Radio & tv broadcasting & communications equipment • California
EXHIBIT 1 RIGHTS AGREEMENT
Rights Agreement • August 25th, 1997 • Tekelec • Radio & tv broadcasting & communications equipment • California
SECOND AMENDMENT TO LOAN AGREEMENT AND CONSENT
Loan Agreement • August 14th, 2003 • Tekelec • Radio & tv broadcasting & communications equipment • California
TEKELEC
Indemnification Agreement • August 14th, 2003 • Tekelec • Radio & tv broadcasting & communications equipment • California
EXHIBIT 1 AGREEMENT TO FILE JOINT STATEMENTS ON SCHEDULE 13G
Tekelec • January 16th, 2003 • Radio & tv broadcasting & communications equipment

THIS AGREEMENT is entered into as of the 9th day of January, 2003 by and among Jean-Claude Asscher, a French citizen ("JCA"); Tekelec-Airtronic, S.A., a French corporation ("T-A"); and Edouard Givel, a Swiss citizen ("Givel").

TEKELEC
Purchase Agreement • November 15th, 1999 • Tekelec • Radio & tv broadcasting & communications equipment • California
TEKELEC STOCK AWARD AGREEMENT
Tekelec Stock Award Agreement • August 14th, 2003 • Tekelec • Radio & tv broadcasting & communications equipment • California
OFFICE LEASE
Office Lease • November 4th, 2009 • Tekelec • Radio & tv broadcasting & communications equipment

THIS OFFICE LEASE is executed this 19 day of August , 2009 by and between DUKE CONSTRUCTION LIMITED PARTNERSHIP, an Indiana limited partnership ("Landlord"), and TEKELEC, a California corporation doing business in North Carolina as Tekelec, Inc. ("Tenant").

AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 13, 2011 by and among TEKELEC, and TEKELEC INTERNATIONAL, SPRL as Borrowers, the Lenders referred to herein, and WELLS FARGO BANK, N.A., as successor by merger to Wachovia Bank, National...
Credit Agreement • January 18th, 2011 • Tekelec • Radio & tv broadcasting & communications equipment • New York

This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 13, 2011, is entered into by and among Tekelec, a California corporation (the “U.S. Borrower”), TEKELEC INTERNATIONAL, SPRL, a societe privee a responsabilité limitée organized under the laws of the Kingdom of Belgium (the “Belgian Borrower”, and together with the U.S. Borrower, each a “Borrower” and collectively, the “Borrowers”), the Lenders who are or may become a party to this Agreement (collectively, the “Lenders”) and WELLS FARGO BANK, N.A., a successor by merger to Wachovia Bank, National Association, as Administrative Agent for the Lenders.

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