EXHIBIT 10.7 [LOGO OF FORUM PROPERTIES APPEARS HERE] OFFICE BUILDING LEASE TABLE OF CONTENTSLease Agreement • July 31st, 1998 • Tut Systems Inc
2,875,000 SHARES TUT SYSTEMS, INC. COMMON STOCKUnderwriting Agreement • January 8th, 1999 • Tut Systems Inc • Telephone & telegraph apparatus • New York
BY AND AMONGAgreement and Plan of Reorganization • January 18th, 2001 • Tut Systems Inc • Telephone & telegraph apparatus • California
EXHIBIT 4.1 TUT SYSTEMS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT This NON- QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made as of the 6th day of December, 2000, by and between Tut Systems, Inc., a Delaware corporation (the "Company"), and...Non-Qualified Stock Option Agreement • April 5th, 2001 • Tut Systems Inc • Telephone & telegraph apparatus • California
EXHIBIT 10.9 TUT SYSTEMS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of __________, 1998 by and between Tut Systems, Inc., a Delaware corporation (the "Company"), and ___________ ("Indemnitee")....Indemnification Agreement • July 31st, 1998 • Tut Systems Inc • Delaware
BETWEEN TUT SYSTEMS INC. AND COMPAQ COMPUTER CORPORATIONMaster Agreement • July 31st, 1998 • Tut Systems Inc • Texas
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of May 26, 2000 by and among TUT SYSTEMS, INC., a Delaware corporation (the "Company"), and the shareholders of Xstreamis, Plc, a United Kingdom holding company ("Xstreamis"),...Registration Rights Agreement • September 20th, 2000 • Tut Systems Inc • Telephone & telegraph apparatus • California
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • March 23rd, 2000 • Tut Systems Inc • Telephone & telegraph apparatus • New York
EXHIBIT 10.15 TBCC LOAN AND SECURITY AGREEMENT BORROWER: TUT SYSTEMS, INC., A Delaware corporation ADDRESS: 2495 ESTAND WAY PLEASANT HILL, CALIFORNIA 94523 DATE: DECEMBER 18, 1998 THIS LOAN AND SECURITY AGREEMENT is entered into as of the above date,...Loan and Security Agreement • January 8th, 1999 • Tut Systems Inc • Telephone & telegraph apparatus • Illinois
EXHIBIT 10.6 [LETTERHEAD OF WENBERG REALTY COMPANY APPEARS HERE] This Lease, made at SAN FRANCISCO, CALIFORNIA this 4TH day of APRIL, 1995, by and between PLEASANT HILL INDUSTRIAL PARK ASSOCIATES A CALIFORNIA LIMITED PARTNERSHIP PARTIES and...Tut Systems Inc • December 21st, 1998 • Telephone & telegraph apparatus
BY AND AMONGAgreement and Plan of Merger • October 29th, 2002 • Tut Systems Inc • Telephone & telegraph apparatus • Oregon
EXHIBIT 10.11 SOFTWARE LICENSE AGREEMENT RouterWare, Incorporated ("RWI") a California corporation having its principal office at 3961 MacArthur Boulevard, Newport Beach, California, 92660, United States of America and Tut Systems, Inc. ("Licensee"),...Software License Agreement • July 31st, 1998 • Tut Systems Inc • California
EXTENSION AGREEMENT -------------------Extension Agreement • January 8th, 1999 • Tut Systems Inc • Telephone & telegraph apparatus
BETWEENOffice Lease Agreement • March 31st, 2003 • Tut Systems Inc • Telephone & telegraph apparatus • Oregon
Exhibit 10.2 TUT SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") is made as of June 8, 1999, between Tut Systems, Inc., a Delaware corporation ("Parent" or "Tut"), and the Company Stockholders listed on...Registration Rights Agreement • August 16th, 1999 • Tut Systems Inc • Telephone & telegraph apparatus • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2005 • Tut Systems Inc • Telephone & telegraph apparatus • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this day of July, 2005 by and among Tut Systems, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).
ContractTut Systems Inc • August 24th, 2006 • Telephone & telegraph apparatus
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
ARTICLE I DEFINITIONSAsset Purchase Agreement • February 23rd, 2000 • Tut Systems Inc • Telephone & telegraph apparatus • California
BY AND AMONGAgreement and Plan of Reorganization • February 18th, 2000 • Tut Systems Inc • Telephone & telegraph apparatus • California
EXHIBIT 10.10 AGREEMENT AND GENERAL RELEASE This Agreement and General Release (this Agreement) entered into on this 31st day of July, 1998 by and between Tut Systems, Inc., a California corporation, 2446 Estand Way, Pleasant Hill, California 94523...Agreement and General Release • July 31st, 1998 • Tut Systems Inc • California
EXHIBIT 10.14 LOAN AGREEMENT This LOAN AGREEMENT is entered into as of August 16, 1997 (this "Loan Agreement") between TUT SYSTEMS, INC., a California corporation (herein called "Borrower"), and IMPERIAL BANK (herein called "Bank"). 1. Commitments. A....Loan Agreement • July 31st, 1998 • Tut Systems Inc • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2006 • Tut Systems Inc • Telephone & telegraph apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 22, 2006, by and among Tut Systems, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
ARTICLE I AMENDMENT.Asset Purchase Agreement • February 23rd, 2000 • Tut Systems Inc • Telephone & telegraph apparatus • California
EXHIBIT 10.5 FOURTH AMENDED AND RESTATED SHAREHOLDERS' RIGHTS AGREEMENT This Fourth Amended and Restated Shareholders' Rights Agreement (this "Agreement") is made and entered into as of December 16, 1997 by and among Tut Systems, Inc., a California...Shareholders' Rights Agreement • July 31st, 1998 • Tut Systems Inc • California
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG TUT SYSTEMS, INC., VINTEL COMMUNICATIONS, INC. VINTEL ACQUISITION CORPORATION, PETER C. VINSEL, AND, WITH RESPECT TO ARTICLE VII ONLY, AS SHAREHOLDER REPRESENTATIVE,Agreement and Plan of Reorganization • November 5th, 1999 • Tut Systems Inc • Telephone & telegraph apparatus • California
EXHIBIT 10.8 LICENSING AND COOPERATIVE MARKETING AGREEMENT BETWEEN MICROSOFT CORPORATION AND TUT SYSTEMS, INC.Marketing Agreement • July 31st, 1998 • Tut Systems Inc • Washington
EXHIBIT (a)(1) ================================================================ ================ OFFER TO EXCHANGE ALL OUTSTANDING OPTIONS FOR NEW OPTIONS (THE "OFFER TO EXCHANGE") This document constitutes part of a prospectus relating to the Tut...Tut Systems Inc • May 11th, 2001 • Telephone & telegraph apparatus
Exhibit 10.26 Indemnification Agreement by and between the Company and Marilyn Lobel, ----------------------------------------------------------------------- effective as of April 17, 2001. ------------------------------- TUT SYSTEMS, INC....Indemnification Agreement • August 1st, 2001 • Tut Systems Inc • Telephone & telegraph apparatus • Delaware
VOTING AGREEMENTVoting Agreement • February 17th, 2005 • Tut Systems Inc • Telephone & telegraph apparatus • Delaware
This Voting Agreement (“Agreement”) is made and entered into as of February , 2005, by and between Tut Systems, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Copper Mountain Networks, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement that are not defined herein or in Section 8 shall have the meaning given to such terms in the Merger Agreement (as defined below).
PURCHASE AGREEMENTPurchase Agreement • August 24th, 2006 • Tut Systems Inc • Telephone & telegraph apparatus • New York
This Purchase Agreement (this “Agreement”) is dated as of August 22, 2006, among Tut Systems, Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each an “Investor” and, collectively, the “Investors”).
SILICON VALLEY BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 28th, 2004 • Tut Systems Inc • Telephone & telegraph apparatus • California
THIS LOAN AND SECURITY AGREEMENT (as amended, modified, or otherwise supplemented from time to time, this “Agreement”) is entered into on the above date between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 4700 Carillon Point, Kirkland, Washington 98033 (“Silicon”) and the borrower named above (the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule and Exhibits to this Agreement (the “Schedule” and the “Exhibits,” respectively) shall for all purposes be deemed to be part of this Agreement, and the same are integral parts of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
PURCHASE AGREEMENTPurchase Agreement • July 25th, 2005 • Tut Systems Inc • Telephone & telegraph apparatus • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 19th day of July, 2005 by and among Tut Systems, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 2007 • Tut Systems Inc • Telephone & telegraph apparatus
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of TUT SYSTEMS, INC. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 10, 2007.
EXHIBIT 10.21 Commercial Office LeaseCommercial Office Lease • March 23rd, 2000 • Tut Systems Inc • Telephone & telegraph apparatus • California
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG TUT SYSTEMS, INC.Agreement and Plan of Merger and Reorganization • February 14th, 2005 • Tut Systems Inc • Telephone & telegraph apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of February 11, 2005, by and among Tut Systems, Inc., a Delaware corporation (“Parent”), Wolf Acquisition Corp., a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Parent, and Copper Mountain Networks, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
