Telephone & telegraph apparatus Sample Contracts

Communications Systems IncVoting Agreement (March 3rd, 2021)

VOTING AGREEMENT, dated as of March 1, 2021 (this “Agreement”), by and among Pineapple Energy LLC, a Delaware limited liability company (“Pineapple”), Communications Systems, Inc., a Minnesota corporation (“Parent”), and the undersigned holders (the “Shareholders” and each, a “Shareholder”) of capital stock of Parent. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as hereinafter defined).

Communications Systems IncAGREEMENt and plan of merger dated as of March 1, 2021 (March 3rd, 2021)
Communications Systems IncCONTINGENT VALUE RIGHTS AGREEMENT (March 3rd, 2021)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2021 (this “Agreement”), by and among COMMUNICATIONS SYSTEMS, INC., a Minnesota corporation (the “Parent”), [●], as Rights Agent (the “Rights Agent”), and [●], in [its/his/her] capacity as the initial CVR Holders’ Representative (the “CVR Holders’ Representative”).

Infinera CorpTRANSITION AGREEMENT This transition agreement (this “Agreement”) is made by and between Infinera Corporation (the “Company”), and Thomas Fallon (“Executive”). The Company and Executive are sometimes collectively referred to herein as the “Parties” and ... (March 3rd, 2021)
Akoustis Technologies, Inc.SECURITIES PURCHASE AGREEMENT (February 22nd, 2021)

This Securities Purchase Agreement (this “Agreement”) is made and entered into as of February 19, 2021, by and among Akoustis Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned purchasers (the “Purchasers”).

Akoustis Technologies, Inc.Akoustis Technologies, Inc. Common Stock ($0.001 par value) AMENDMENT NO. 1 TO ATM EQUITY OFFERINGSM SALES AGREEMENT (February 22nd, 2021)

Reference is made to the ATM Equity OfferingSM Sales Agreement, dated May 8, 2020, including the Exhibits and Annex thereto (the “Sales Agreement”), by and among Akoustis Technologies, Inc., a Delaware corporation (the “Company”), BofA Securities, Inc. (“BofA”), as sales agent and/or principal, and Piper Sandler & Co. (“Piper Sandler”), as sales agent and/or principal (each, an “Agent” and together, the “Agents”), pursuant to which the Company may issue and sell from time to time to or through the Agents shares (the “Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”), having an aggregate gross sales price not to exceed $50,000,000, on the terms set forth in the Sales Agreement.

Westell Technologies IncWESTELL TECHNOLOGIES, INC. FORM of RESTRICTED STOCK UNIT AWARD AGREEMENT (February 12th, 2021)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to _______________________ (the “Participant”) this ___ day of _________ (the “Grant Date”) pursuant to the Company’s 2019 Omnibus Incentive Compensation Plan (the “Plan”). The applicable terms of the Plan are incorporated herein by reference, including the definitions of terms contained therein.

Custodian Ventures LLC.JOINT FILING AGREEMENT (January 29th, 2021)

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Ordinary Shares, NIS 0.03 par value, of Mer Telemanagement Solutions Ltd., an Israeli corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

DZS Inc.COMMON STOCK UNDERWRITING AGREEMENT (January 27th, 2021)

DZS Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule C hereto (the “Underwriters”) pursuant to this Underwriting Agreement (this “Agreement”) an aggregate of 4,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). In addition, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 600,000 shares of Common Stock to be purchased at the option of the Underwriters (the “Option Shares” and, together with the Firm Shares, the “Shares”). The Shares are described in the Prospectus (as defined below). Stifel, Nicolaus & Company, Incorporated and Needham & Company, LLC are acting as representatives of the Underwriters and in such capacity are hereinafter referred to as the “Representatives.”

Custodian Ventures LLC.JOINT FILING AGREEMENT (January 20th, 2021)

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Ordinary Shares, NIS 0.03 par value, of Mer Telemanagement Solutions Ltd., an Israeli corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Custodian Ventures LLC.JOINT FILING AGREEMENT (January 14th, 2021)

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Ordinary Shares, NIS 0.03 par value, of Mer Telemanagement Solutions Ltd., an Israeli corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Sunworks, Inc.EMPLOYMENT AGREEMENT (January 13th, 2021)

This EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of the 11th day of January 2021, by and between Sunworks, Inc., a Delaware corporation (the “Company”), and Gaylon Morris, an individual (“Executive”), and is made with respect to the following facts:

Zoom Telephonics, Inc.December 31, 2020 VIA EMAIL Jackie Barry Hamilton Dear Jackie: (December 31st, 2020)

The purpose of this letter agreement is to set forth our mutual understanding and agreement with respect to your transition and ultimate separation from employment with Zoom Telephonics, Inc. (the “Company”). In consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which you acknowledge, we have agreed as follows:

Sonim Technologies IncASSET PURCHASE & EMPLOYEE TRANSFER AGREEMENT DECEMBER 22, 2020 Sonim Technologies (India) Private Limited Seller and Coforge Ltd. Purchaser (December 29th, 2020)

Sonim Technologies (India) Private Limited, a company duly incorporated under the Companies Act, 1956 and having its registered at ‘Srigandha Arcade’, No. 564/564-1, 9th Cross, JP Nagar 3rd Phase, Bangalore 560 078 (herein after referred to as the “Seller”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the FIRST PART;

Sonim Technologies IncSONIM FRAME PURCHASE AGREEMENT (December 23rd, 2020)

The Parties set forth below have made and entered into this Frame Purchase Agreement effective as of DECEMBER 18, 2020 (the “Effective Date”).

Avaya Holdings Corp.RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE AVAYA HOLDINGS CORP. 2019 EQUITY INCENTIVE PLAN (November 25th, 2020)
Avaya Holdings Corp.AMENDMENT NO. 2 (November 25th, 2020)

TERM LOAN CREDIT AGREEMENT (as amended by the First Amendment (as defined below), and as further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of December 15, 2017, among AVAYA HOLDINGS CORP., a Delaware corporation (“Avaya Holdings”), in its capacity as Holdings, AVAYA INC., a Delaware corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent.

Avaya Holdings Corp.PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE AVAYA HOLDINGS CORP. 2019 EQUITY INCENTIVE PLAN (November 25th, 2020)

This PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (together with all appendices attached hereto, this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Avaya Holdings Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Avaya Holdings Corp. 2019 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

Avaya Holdings Corp.AVAYA INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent INDENTURE Dated as of September 25, 2020 (November 25th, 2020)
Avaya Holdings Corp.AMENDMENT NO. 1 (November 25th, 2020)

ABL CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of December 15, 2017, among AVAYA HOLDINGS CORP., a Delaware corporation (“Avaya Holdings”), in its capacity as Holdings, AVAYA INC., a Delaware corporation (the “Parent Borrower”), AVAYA CANADA CORP., an unlimited liability company organized under the laws of the province of Nova Scotia (the “Canadian Borrower”), AVAYA UK, a company incorporated in England and Wales with company number 03049861 (the “U.K. Borrower”), AVAYA INTERNATIONAL SALES LIMITED, a private company limited by shares incorporated under the laws of Ireland with registered number 342279 (the “Irish Borrower”), AVAYA DEUTSCHLAND GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) existing under the laws of Germany (“Avaya Deutschland”), AVAYA GMBH & CO. KG, a limited partnership (GmbH & Co. KG) existing under the laws of Germany (“Avaya KG”, and together with Avaya Deutschl

Hitchcock Jeremy P.SUPPORT AGREEMENT (November 16th, 2020)

This Support Agreement (this “Agreement”) is entered into as of November 12, 2020, by and among Zoom Telephonics, Inc., a Delaware corporation (“Parent”), Minim Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (“Holder”) of capital stock of the Company. Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in the Merger Agreement (as defined below).

Zoom Telephonics, Inc.Agreement and Plan of Merger by and among Zoom Telephonics, Inc., Elm Acquisition Sub, Inc., Minim Inc. and the Representative (as defined herein) November 12, 2020 (November 13th, 2020)

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 12, 2020 (the “Agreement Date”) by and among Zoom Telephonics, Inc., a Delaware corporation (“Parent”), Elm Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Minim Inc., a Delaware corporation (the “ Company”), and prior to the Effective Time, Graham Chynoweth, and after the Effective Time, David Aronoff, solely in each such Person’s capacity as representative of the stockholders of the Company for certain purposes described in this Agreement (the “Representative”).

Zoom Telephonics, Inc.STANDSTILL AND VOTING AGREEMENT (October 13th, 2020)

THIS STANDSTILL AND VOTING AGREEMENT (this “Agreement”) is made as of October 9, 2020, by and among Zoom Telephonics, Inc., a Delaware corporation (the “Company”), Zulu Holdings LLC, a New Hampshire limited liability company (“Zulu”), and Jeremy P. Hitchcock (“Hitchcock”). The Company, Zulu and Hitchcock are each referred to herein as a “Party” and collectively as the “Parties”.

Hitchcock Jeremy P.STANDSTILL AND VOTING AGREEMENT (October 13th, 2020)

THIS STANDSTILL AND VOTING AGREEMENT (this “Agreement”) is made as of October 9, 2020, by and among Zoom Telephonics, Inc., a Delaware corporation (the “Company”), Zulu Holdings LLC, a New Hampshire limited liability company (“Zulu”), and Jeremy P. Hitchcock (“Hitchcock”). The Company, Zulu and Hitchcock are each referred to herein as a “Party” and collectively as the “Parties”.

Hitchcock Jeremy P.STOCK PURCHASE AGREEMENT (October 13th, 2020)

This STOCK PURCHASE AGREEMENT, dated as of October 9, 2020, is by and between Frank B. Manning, Terry Manning, Rebecca Manning, Peter R. Kramer, Bruce M. Kramer, the Bruce M. Kramer Living Trust under agreement dated July 31, 1996, Elizabeth T. Folsom, and Joseph Donovan (collectively, the “Sellers”), Zulu Holdings LLC, a New Hampshire limited liability company (the “Buyer”), and, solely with regard to Sections 4.3, 4.4 and 4.5 hereof, Jeremy Hitchcock.

Westell Technologies IncAGREEMENT TO TERMINATE THE REGISTRATION RIGHTS AGREEMENT (September 29th, 2020)

This Agreement to Terminate the Registration Rights Agreement (this “Agreement”) is made and entered into as of September 29, 2020, by and between Westell Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned trustees (the “Trustees”), on behalf of the Voting Trust formed pursuant to the Voting Trust Agreement, dated February 23, 1994, among Robert C. Penny III and certain members of the Penny family and the Simon family (the “Voting Trust”).

Franklin Wireless CorpFranklin Wireless Corp. Common Stock Purchase Agreement (September 17th, 2020)

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 18th day of August, 2020, by and between Franklin Wireless Corp., a Nevada corporation (the “Company”), and Partron Co., Ltd. (“Purchaser”).

Franklin Wireless CorpFranklin Wireless Corp. Common Stock Purchase Agreement (September 17th, 2020)

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 18th day of August, 2020, by and between Franklin Wireless Corp., a Nevada corporation (the “Company”), and TOP Intercube Co., Ltd (“Purchaser”).

Audiocodes LTDAmended and Restated Memorandum of Association (September 15th, 2020)
Clearone IncSECURITIES PURCHASE AGREEMENT (September 14th, 2020)

This Securities Purchase Agreement (this “Agreement”) is dated as of September 13, 2020, between ClearOne, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Communications Systems IncSECURITY AGREEMENT: SECURITIES ACCOUNT (September 3rd, 2020)

This Agreement amends and restates in its entirety, and is given as a replacement for, and not in satisfaction of or as a novation with respect to, that certain Amended and Restated Security Agreement dated as of August 12, 2016 among Debtor, JDL Technologies, Incorporated, Suttle, Inc., Transition Networks, Inc. and Bank (as amended to date, the “Original Security Agreement”). It is the intent of the parties hereto that the security interests and liens granted in any collateral under and pursuant to the Original Security Agreement shall continue in full force and effect to the extent set forth herein.

Communications Systems IncCREDIT AGREEMENT (September 3rd, 2020)

THIS CREDIT AGREEMENT (this “Agreement”) dated August 28, 2020, is by and between COMMUNICATIONS SYSTEMS, INC., a Minnesota corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

Communications Systems IncCONTINUING GUARANTY (September 3rd, 2020)
Siris Capital Group, LLCWAIVER AND ACKNOWLEDGMENT Dated: August 27, 2020 (August 31st, 2020)

Reference is hereby made to the Stockholder Agreement, dated as of July 2, 2018, by and among Plantronics, Inc. (the “Company”) and Triangle Private Holdings II, LLC (“Siris”), as amended on February 10, 2020 (the “Stockholder Agreement”), pursuant to which, among other things, Frank Baker (“Baker”) and Daniel Moloney (“Moloney”) were appointed to the board of directors of the Company (the “Company Board”). Except as defined in this Waiver and Acknowledgment, all defined terms shall have the meanings ascribed to them in the Stockholder Agreement.

Westell Technologies IncWESTELL TECHNOLOGIES, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR AWARD GRANTED ON APRIL 1, 2020 (August 14th, 2020)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by WESTELL TECHNOLOGIES, INC. (the “Company”) to Jesse Swartwood (the “Participant”) this 1st day of April, 2020 (the “Grant Date”) pursuant to the Company’s 2019 Omnibus Incentive Compensation Plan (the “Plan”). The applicable terms of the Plan are incorporated herein by reference, including the definitions of terms contained therein.