0001178913-12-001268 Sample Contracts

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 30th, 2012 • Alvarion LTD • Telephone & telegraph apparatus • Massachusetts

This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 21st, 2011 (the “Effective Date”) is between (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) (i) ALVARION LTD., a company organized under the laws of the State of Israel (“Ltd”) and (ii) ALVARION, INC., a Delaware corporation (“Inc”) (Ltd and Inc are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:

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FIRST LOAN MODIFICATION AGREEMENT
First Loan Modification Agreement • April 30th, 2012 • Alvarion LTD • Telephone & telegraph apparatus

This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of November 17, 2011, by and between (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) (i) ALVARION LTD., a company organized under the laws of the State of Israel (“Ltd”), and (ii) ALVARION, INC., a Delaware corporation (“Inc”) (Ltd and Inc are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”).

THIRD LOAN MODIFICATION AGREEMENT
Third Loan Modification Agreement • April 30th, 2012 • Alvarion LTD • Telephone & telegraph apparatus

This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of February __, 2012, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) (i) ALVARION LTD., a company organized under the laws of the State of Israel (“Ltd”) and (ii) ALVARION, INC., a Delaware corporation (“Inc”) (Ltd and Inc are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”).

AGREEMENT AND PLAN OF MERGER AMONG ALVARION INC., ALVARION ACQUISITION, INC., WAVION INC., AND ELRON ELECTRONIC INDUSTRIESLTD. as SHAREHOLDER REPRESENTATIVE Dated as of November 2, 2011
Agreement and Plan of Merger • April 30th, 2012 • Alvarion LTD • Telephone & telegraph apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of November 2, 2011 (this "Agreement"), is among Alvarion Inc., a Delaware corporation ("Buyer"), Alvarion Acquisition, Inc. , a Delaware corporation and a wholly-owned subsidiary of Buyer ("Sub"), Wavion Inc., a Delaware corporation (the "Company") (Sub and the Company being hereinafter collectively referred to as the "Constituent Corporations"), and Elron Electronic Industries Ltd., as Shareholder Representative (as defined herein). All capitalized terms that are not otherwise defined shall have the meanings ascribed to such terms in ‎Section 1.1 below.

FOURTH LOAN MODIFICATION AND FORBEARANCE AGREEMENT
Fourth Loan Modification and Forbearance Agreement • April 30th, 2012 • Alvarion LTD • Telephone & telegraph apparatus

This Fourth Loan Modification and Forbearance Agreement (this “Loan Modification Agreement”) is entered into as of April 25, 2012, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) (i) ALVARION LTD., a company organized under the laws of the State of Israel (“Ltd”), and (ii) ALVARION, INC., a Delaware corporation (“Inc”) (Ltd and Inc are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 30th, 2012 • Alvarion LTD • Telephone & telegraph apparatus

This Indemnification Agreement ("Agreement") is effective as of December 22, 2011, by and between Alvarion Ltd., a company incorporated under the laws of the State of Israel, with its principal offices at 21A Habarzel St. Tel Aviv, 69710 (the "Company"), and _____________ ("Indemnitee"), residing at the address set forth beneath Indemnitee's signature to this Agreement.

SECOND LOAN MODIFICATION AGREEMENT
Second Loan Modification Agreement • April 30th, 2012 • Alvarion LTD • Telephone & telegraph apparatus

This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of _______________, 2012, by and between (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) (i) ALVARION LTD., a company organized under the laws of the State of Israel (“Ltd”), and (ii) ALVARION, INC., a Delaware corporation (“Inc”) (Ltd and Inc are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”).

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