Audiocodes LTD Sample Contracts

GATEWAY OFFICE GATEWAY OFFICE IIC 2099 GATEWAY PLACE SAN JOSE, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-GATEWAY OFFICE LIMITED PARTNERSHIP (“LANDLORD”) AND AUDIOCODES, INC. (“TENANT”)
Office Lease Agreement • June 2nd, 2005 • Audiocodes LTD • Telephone & telegraph apparatus

THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of December 29, 2004, by and between, CA-GATEWAY OFFICE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and AUDIOCODES, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit G (Parking Agreement) and Exhibit H (Asbestos Notification), and Exhibit I (Form of Confidentiality Agreement).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 5th, 2005 • Audiocodes LTD • Telephone & telegraph apparatus • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2004 between AudioCodes Ltd., an Israeli company (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc. and CIBC World Markets Corp. (collectively, the “Initial Purchasers”), pursuant to the Purchase Agreement, dated November 3, 2004 (the “Purchase Agreement”), between the Company and the Initial Purchasers, which provides for the sale by the Company to the Initial Purchasers of an aggregate of $100 million principal amount of the Notes (as defined herein) and grants the Initial Purchasers an option to purchase an additional $25 million principal amount of the Notes. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

AudioCodes Ltd. 3,500,000 Ordinary Shares, par value NIS 0.01 per share Underwriting Agreement
Underwriting Agreement • March 5th, 2014 • Audiocodes LTD • Telephone & telegraph apparatus • New York

AudioCodes Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. is acting as representative (the “Representative” or “you”) an aggregate of 3,500,000 Ordinary Shares, nominal value NIS 0.01 per share (the “Ordinary Shares”), of the Company (the “Firm Securities”) and, at the election of the Underwriters, up to 525,000 additional Ordinary Shares (the “Optional Securities”; the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).

Loan Agreement, dated September 27, 2011, between Bank Benleumi, First International Bank of Israel Ltd., as lender, and the Registrant, as borrower. (English Summary of Documents in Hebrew)
Loan Agreement • April 19th, 2012 • Audiocodes LTD • Telephone & telegraph apparatus

First ranking charge on all the Borrower's rights and future incomes arising from its financial deposits at the Lender's bank accounts.

AMENDMENT #9 (File # 011449-9) To OEM PURCHASE, SALE AND SUPPORT AGREEMENT (“Agreement”) BETWEEN SELLER CORPORATION AND NORTEL NETWORKS LIMITED
Purchase, Sale and Support Agreement • June 24th, 2008 • Audiocodes LTD • Telephone & telegraph apparatus

This Amendment No. 9 to the OEM Purchase, Sale and Support Agreement by and between Nortel Networks Limited, a Canada corporation with offices located at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T 5P6 (“Nortel Networks”) and AudioCodes Ltd., an Israeli corporation with offices located at 1 Hayarden Street, 70151 Airport City, Lod,, Israel (Seller), will be effective as of October 30, 2007.

AMENDMENT #5 TO OEM PURCHASE AND SALE AGREEMENT NO. 011449 (“Agreement”) BETWEEN SELLER CORPORATION AND NORTEL NETWORKS LIMITED
Oem Purchase and Sale Agreement • June 2nd, 2005 • Audiocodes LTD • Telephone & telegraph apparatus

This Amendment #5 to OEM Purchase and Sale Agreement No. 011449 by and between Nortel Networks Limited, a Canada corporation with offices located at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T 5P6 (Nortel Networks) and AudioCodes Ltd., an Israeli corporation with offices located at 1 Hayarden Street, Airport City, 70100 Lod, Israel (Seller), will be effective as of January 1, 2005 (“Amendment #5 Effective Date”),

AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 16, 2006 AMONG AUDIOCODES LTD., AUDIOCODES, INC., GREEN ACQUISITION CORP., NUERA COMMUNICATIONS, INC. AND ROBERT WADSWORTH, AS SELLERS’ REPRESENTATIVE
Agreement and Plan of Merger • June 29th, 2006 • Audiocodes LTD • Telephone & telegraph apparatus • New York

AGREEMENT AND PLAN OF MERGER dated as of May 16, 2006 (this “Agreement”), among AUDIOCODES LTD., a company organized under the laws of the State of Israel “AudioCodes”) , AUDIOCODES, INC., a Delaware Corporation (“Parent”), GREEN ACQUISITION CORP., a Delaware corporation (“Merger Sub”), NUERA COMMUNICATIONS, INC., a Delaware corporation (the “Company”) and ROBERT WADSWORTH, as Sellers’ Representative.

Contract
Audiocodes LTD • June 27th, 2007 • Telephone & telegraph apparatus

Endorsement and Transfer of Rights Agreement by and between Nortel Networks (Sales and Marketing) Ltd Israel (“Lessee”) and AudioCodes Ltd. (“AudioCodes”) dated March 29, 2007 (“Endorsement Agreement”), pursuant to which Lessee transferred to AudioCodes its rights and obligations under a lease agreement with Airport Campus Ltd (“Lessor”) regarding a building in “Airport City” (Modiin municipal area as further detailed in the Agreement) together with two sublease agreements as further detailed hereinafter:

Amendment dated November 2, 2008 to Letter Agreement, dated July 14, 2008, between Bank Mizrahi Tefahot Ltd., as lender, and AudioCodes Ltd., as borrower. (English Summary of Documents in Hebrew)
Letter Agreement • June 30th, 2009 • Audiocodes LTD • Telephone & telegraph apparatus

- Until repayment of 2% Senior Convertible Notes Due 2024 in November 2009, cash and investments not less than $120 million and cash balance not less than $15 million.

AMENDMENT #7 (File # 011449-7; Nortel CRB # 637) To OEM PURCHASE, SALE AND SUPPORT AGREEMENT (“Agreement”) BETWEEN SELLER CORPORATION AND NORTEL NETWORKS LIMITED
Purchase, Sale and Support Agreement • June 27th, 2007 • Audiocodes LTD • Telephone & telegraph apparatus

This Amendment No. 7 to the OEM Purchase, Sale and Support Agreement by and between Nortel Networks Limited, a Canada corporation with offices located at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T 5P6 (“Nortel Networks”) and AudioCodes Ltd., an Israeli corporation with offices located at 4 HaHoresh Street, 56470 Yehud, Israel (Seller), will be effective as of December 15, 2006.

LEASE ADDENDUM NO. 2 Re: Lease dated December 30, 2003
Audiocodes LTD • March 4th, 2014 • Telephone & telegraph apparatus

This Lease Addendum No. 2, made the 6th of November 2013, by and between Continental Resources, Inc., a Massachusetts corporation, having an office at 175 Middlesex Turnpike, Bedford, Massachusetts 01730, hereinafter called the "Landlord"; and AudioCodes USA Inc., a Delaware corporation, having an office at 27 World’s Fair Drive, hereinafter called the "Tenant".

Letter Agreements, dated April 30, 2008, between First International Bank of Israel, as lender, and the Registrant, as borrower (English Summary of Documents in Hebrew)
Letter Agreements • June 24th, 2008 • Audiocodes LTD • Telephone & telegraph apparatus

First ranking charge on Borrower’s unpaid share capital, goodwill and insurance rights arising from the pledged assets.

LEASE AGREEMENT BETWEEN KINGSBRIDGE 2005 LLC, LANDLORD, -AND- AUDIOCODES, INC. TENANT DATED: MAY 13, 2022
Lease Agreement • April 24th, 2023 • Audiocodes LTD • Telephone & telegraph apparatus

This LEASE AGREEMENT (this “Lease”) is dated May 13, 2022 (the “Effective Date”) and is between KINGSBRIDGE 2005 LLC (“Landlord”), and AUDIOCODES, INC. (“Tenant”). This Lease shall be effective and binding on Landlord and Tenant on the Effective Date.

AMENDED AND RESTATED SECOND OPTION AGREEMENT
Second Option Agreement • June 27th, 2007 • Audiocodes LTD • Telephone & telegraph apparatus

This AMENDED AND RESTATED SECOND OPTION AGREEMENT (the "Agreement"), dated as of October 9, 2006, is made by and among CTI SQUARED LTD., a company incorporated under the laws of Israel (“CTI”), AUDIOCODES LTD., a company incorporated under the laws of Israel (“AudioCodes”) and each of the persons listed on Schedule A hereto and Schedule B hereto (collectively, the “Shareholders”).

AMENDMENT #1 TO OEM PURCHASE AND SALE AGREEMENT NO. 011449 (“Agreement”) BETWEEN SELLER CORPORATION AND NORTEL NETWORKS LIMITED
Oem Purchase and Sale Agreement • June 30th, 2004 • Audiocodes LTD • Telephone & telegraph apparatus

This Amendment #1 to OEM Purchase and Sale Agreement No. 011449 by and between Nortel Networks Limited, a Canada corporation with offices located at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T 5P6 (Nortel Networks) and AudioCodes Ltd., an Israeli corporation with offices located at 4 HaHoresh Street, 56470 Yehud, Israel (Seller), will be effective as of May 1, 2003 ("Exhibit A-3 Effective Date"),

CONFIDENTIAL AMENDMENT #4 TO OEM PURCHASE AND SALE AGREEMENT NO. 011449 BETWEEN SELLER CORPORATION AND NORTEL NETWORKS LIMITED
Oem Purchase and Sale Agreement • June 29th, 2006 • Audiocodes LTD • Telephone & telegraph apparatus

This Amendment #4 to OEM Purchase and Sale Agreement No. 011449 by and between Nortel Networks Limited, a Canada corporation with offices located at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T 5P6 (Nortel Networks) and AudioCodes Ltd., an Israeli corporation with offices located at 1 Hayarden Street, Airport City Lod, 70151 (Seller), will be effective as of April 28, 2005.

AudioCodes Ltd. 2,600,000 Ordinary Shares, par value NIS 0.01 per share Underwriting Agreement
Underwriting Agreement • June 5th, 2020 • Audiocodes LTD • Telephone & telegraph apparatus • New York

AudioCodes Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom BofA Securities, Inc. (“BofAS”) and Citigroup Global Markets Inc. (“Citi”) are acting as representatives (the “Representatives” or “you”) an aggregate of 2,600,000 Ordinary Shares, nominal value NIS 0.01 per share (the “Ordinary Shares”), of the Company (the “Firm Securities”) and, at the election of the Underwriters, up to 390,000 additional Ordinary Shares (the “Optional Securities”; the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).

Amendment dated February 16, 2009 to Letter Agreements, dated April 30, 2008, between First International Bank of Israel, as lender, and AudioCodes Ltd., as borrower. (English Summary of Documents in Hebrew)
Audiocodes LTD • June 30th, 2009 • Telephone & telegraph apparatus

The parties agreed that until December 31, 2009 expenses due to impairment of intangible assets shall not be taken into account as part of the calculation of the operating income.

Amendment dated April 1, 2009 to Letter Agreement, dated July 14, 2008, between Bank Mizrahi Tefahot Ltd., as lender, and AudioCodes Ltd., as borrower. (English Summary of Documents in Hebrew)
Letter Agreement • June 30th, 2009 • Audiocodes LTD • Telephone & telegraph apparatus

The parties agreed that until December 31, 2009 expenses due to impairment of intangible assets shall not be taken into account as part of the calculation of the operating income.

Building and Tenancy Lease Agreement, dated November 16, 2022, by and between Naimi Towers Ltd. and AudioCodes Ltd. (English Summary of Document in Hebrew)
Building and Tenancy Lease Agreement • April 24th, 2023 • Audiocodes LTD • Telephone & telegraph apparatus

Building and Tenancy Lease Agreement, dated November 16, 2022, by and between Naimi Towers Ltd. (“Lessor”) and AudioCodes Ltd. (“AudioCodes”).

Letter Agreements, dated July 14, 2008, between Bank Mizrahi Tefahot Ltd., as lender, and AudioCodes Ltd., as borrower (English Summary of Documents in Hebrew)
Letter Agreements • June 30th, 2009 • Audiocodes LTD • Telephone & telegraph apparatus

First ranking charge on Borrower’s intellectual property, bills of landing, unpaid share capital, goodwill and insurance rights arising from the pledged assets.

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SERIES E PREFERRED SHARE PURCHASE AGREEMENT among CTI SQUARED LTD. (the “Company”) and AUDIOCODES LTD. (the “Purchaser”) Dated as of November 13, 2005
Series E Preferred Share • June 27th, 2007 • Audiocodes LTD • Telephone & telegraph apparatus

This Series E Preferred Share Purchase Agreement dated as of November 13, 2005 (the “Agreement”) by and among CTI Squared Ltd., a company organized under the laws of Israel (the “Company”), and AudioCodes Ltd., a company organized under the laws of Israel (“Purchaser”):

AMENDMENT #6 TO OEM PURCHASE AND SALE AGREEMENT NO. 011449 (“Agreement”) BETWEEN AUDIOCODES LTD. AND NORTEL NETWORKS LIMITED
Oem Purchase and Sale Agreement • June 2nd, 2005 • Audiocodes LTD • Telephone & telegraph apparatus

This Amendment #6 to OEM Purchase and Sale Agreement No. 011449 by and between Nortel Networks Limited, a Canada corporation with offices located at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T 5P6 (Nortel) and AudioCodes Ltd., an Israeli corporation with offices located at 1 Hayarden Street, Airport City Lod, 70151 (Seller), will be effective as of April 1, 2005.

Waiver dated November 24, 2008 to Letter Agreement, dated April 30, 2008, between First International Bank of Israel, as lender, and AudioCodes Ltd., as borrower. (English Summary of Documents in Hebrew)
Letter Agreement • June 30th, 2009 • Audiocodes LTD • Telephone & telegraph apparatus

- Until repayment of 2% Senior Convertible Notes Due 2024 in November 2009, cash and investments not less than $120 million and cash balance not less than $15 million.

SUBJECT TO CORPORATE AND LEGAL APPROVAL
Oem Purchase and Sale Agreement • June 30th, 2004 • Audiocodes LTD • Telephone & telegraph apparatus • New York

This OEM PURCHASE AND SALE AGREEMENT No. 011449, including exhibits, (Agreement) is entered into on April 28, 2003, (Effective Date) between Nortel Networks Limited, a Canada corporation with offices located at

Contract
Audiocodes LTD • March 27th, 2024 • Telephone & telegraph apparatus

English Summary Translation of Building and Tenancy Lease Agreement, dated June 14, 2023, by and between MAY A.B. NADLAN LTD (“MAY”), Migdal Group Insurance & Finance Migdal Makefet Pension Funds and Provident Funds Ltd, PEL-HAMAGEN HOUSE LTD (sides 2-4: “Migdal”), and AudioCodes Ltd.

AMENDMENT #2 TO OEM PURCHASE AND SALE AGREEMENT NO. 011449 (“Agreement”) BETWEEN SELLER CORPORATION AND NORTEL NETWORKS LIMITED
Oem Purchase and Sale Agreement • June 2nd, 2005 • Audiocodes LTD • Telephone & telegraph apparatus

This Amendment #2 to OEM Purchase and Sale Agreement No. 011449 by and between Nortel Networks Limited, a Canada corporation with offices located at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T 5P6 (Nortel Networks) and AudioCodes Ltd., an Israeli corporation with offices located at 1 Hayarden Street, Airport City Lod, 70151 (Seller), will be effective as of January 1, 2005.

Loan Agreements, dated December 25, 2011, between Bank Mizrahi Tefahot Ltd., as lender, and the Registrant, as borrower. (English Summary of Documents in Hebrew)
Audiocodes LTD • April 19th, 2012 • Telephone & telegraph apparatus

First ranking charge on all the Borrower's rights and future incomes arising from its financial deposits at the Lender's bank accounts.

AUDIOCODES LTD. (an Israeli company) 2.00% Senior Convertible Notes due 2024 PURCHASE AGREEMENT
Purchase Agreement • April 5th, 2005 • Audiocodes LTD • Telephone & telegraph apparatus • New York

For purposes of the opinions set forth below, “Non-Acquired Subsidiary” refers to each Designated Subsidiary other than Ai-Logix, Inc.

STOCK PURCHASE AGREEMENT By and among AUDIOCODES LTD., AUDIOCODES INC., AI- LOGIX INC. and AI TECHNOLOGY N.V. Dated as of May 12, 2004 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 30th, 2004 • Audiocodes LTD • Telephone & telegraph apparatus • New York

STOCK PURCHASE AGREEMENT dated as of May 12, 2004 by and among AUDIOCODES LTD., a public company organized under the laws of the State of Israel ("AudioCodes"), AUDIOCODES INC., a corporation organized under the laws of the State of Delaware ("Purchaser"), AI-LOGIX INC., a corporation organized under the laws of the State of Delaware ("Company") and AI TECHNOLOGY N.V., a company organized under the laws of The Netherlands (the "Seller"), referred to collectively as "the parties".

AMENDMENT #3 TO OEM PURCHASE AND SALE AGREEMENT NO. 011449 BETWEEN SELLER CORPORATION AND NORTEL NETWORKS LIMITED
Oem Purchase and Sale Agreement • June 2nd, 2005 • Audiocodes LTD • Telephone & telegraph apparatus

This Amendment #2 to OEM Purchase and Sale Agreement No. 011449 by and between Nortel Networks Limited, a Canada corporation with offices located at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T 5P6 (Nortel Networks) and AudioCodes Ltd., an Israeli corporation with offices located at 1 Hayarden Street, Airport City Lod, 70151 (Seller), will be effective as of February 15, 2005.

Building and Tenancy Lease Agreement, dated May 11, 2007, by and between Airport City Ltd. ("Lessor") and AudioCodes Ltd. ("AudioCodes").
Building and Tenancy Lease Agreement • June 27th, 2007 • Audiocodes LTD • Telephone & telegraph apparatus

Agreement regarding the building and lease of a new building for AudioCodes in “Airport City” (Modiin municipal area as further detailed in the agreement).

AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 6, 2006 AMONG AUDIOCODES LTD, AUDIOCODES, INC., VIOLET ACQUISITION CORP., NETRAKE CORPORATION AND WILL KOHLER, AS SELLERS’ REPRESENTATIVE
Agreement and Plan of Merger • June 27th, 2007 • Audiocodes LTD • Telephone & telegraph apparatus • New York

AGREEMENT AND PLAN OF MERGER dated as of July 6, 2006 (this “Agreement”), among AUDIOCODES LTD., a company organized under the laws of the State of Israel (“Audiocodes”) , Audiocodes Inc., a Delaware Corporation (“Parent”), VIOLET ACQUISITION CORP., a Delaware corporation (“Merger Sub”), NETRAKE CORPORATION, a Delaware corporation (the “Company”) and WILL KOHLER, as Sellers’ Representative.

REGISTRATION RIGHTS AGREEMENT BETWEEN AUDIOCODES LTD. AND AI TECHNOLOGIES N.V. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 30th, 2004 • Audiocodes LTD • Telephone & telegraph apparatus

This REGISTRATION RIGHTS AGREEMENT ("Agreement") is made and entered this 12th day of May, 2004 (the “Effective Date”) by and between AudioCodes Ltd. (company No. 52-004413-2) a company duly organized under the laws of the State of Israel with registered offices at PO Box 255, Ben Gurion Airport 70100 Israel, Israel ("AudioCodes") and AI Technologies N.V., a company duly organized under the laws of The Netherlands with offices at Strawinskylaan 3107, Amsterdam ("AT").

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