INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2009 between BroadSoft, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
BROADSOFT, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 15, 2015 1.00% Convertible Senior Notes due 2022Indenture • September 15th, 2015 • Broadsoft, Inc. • Services-prepackaged software • New York
INDENTURE dated as of September 15, 2015 between BROADSOFT, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
BroadSoft, Inc. Common Stock ($0.01 par value per share) Underwriting AgreementUnderwriting Agreement • June 1st, 2010 • Broadsoft Inc • Services-prepackaged software • New York
BroadSoft, Inc., a Delaware corporation (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 you are acting as Representative (“Representative”) an aggregate of 5,048,131 shares of Common Stock ($0.01 par value per share) (“Stock”) of the Company and, at the election of the Underwriters, up to an additional 681,764 shares of Stock. Certain of the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 2,451,869 shares and, at the election of the Underwriters, certain Selling Stockholders will sell up to 443,236 additional shares of Stock. The aggregate of 7,500,000 shares to be sold by the Company and certain of the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,125,000 additional shares to be sold by the
BroadSoft, Inc. Common Stock ($0.01 par value per share) Underwriting AgreementUnderwriting Agreement • December 15th, 2010 • Broadsoft Inc • Services-prepackaged software • New York
BroadSoft, Inc., a Delaware corporation (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 you are acting as Representative (“Representative”) an aggregate of 500,000 shares of Common Stock ($0.01 par value per share) (“Stock”) of the Company. Certain of the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 4,800,000 shares and, at the election of the Underwriters, certain Selling Stockholders will sell up to 795,000 additional shares of Stock. The aggregate of 5,300,000 shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 795,000 additional shares to be sold by certain of the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optio
FLEX SPACE OFFICE LEASEOffice Lease • March 15th, 2010 • Broadsoft Inc
THIS LEASE, made this 12th day of April, 2000, by and between B. F. Saul Real Estate Investment Trust (hereinafter “Landlord”); and BroadSoft, Inc., a Delaware corporation (hereinafter “Tenant”).
AMENDMENT TO LEASELease • March 15th, 2010 • Broadsoft Inc
THIS AMENDMENT TO LEASE is made and entered into this 29th day of January, 2001 by and between Saul Holdings, Limited Partnership, as successor to B.F. Saul Real Estate Investment Trust (hereinafter referred to as “Landlord”) and Broadsoft, Inc. (hereinafter referred to as “Tenant”),
AGREEMENT AND PLAN OF MERGER BY AND AMONG CISCO SYSTEMS, INC., BROOKLYN ACQUISITION CORP. AND BROADSOFT, INC. OCTOBER 20, 2017Agreement and Plan of Merger • October 23rd, 2017 • Broadsoft, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 20, 2017 (the “Agreement Date”), by and among Cisco Systems, Inc., a California corporation (“Parent”), Brooklyn Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”), and BroadSoft, Inc., a Delaware corporation (the “Company”).
WARRANT TO PURCHASE STOCKBroadsoft Inc • March 15th, 2010 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
COMMENCEMENT AND ESTOPPELCommencement and Estoppel • March 15th, 2010 • Broadsoft Inc
THIS COMMENCEMENT AND ESTOPPEL AGREEMENT is made and entered into this 27th day of September, 2000, by and between BROADSOFT, INC., a Delaware corporation (“Tenant”) and BF SAUL REAL ESTATE INVESTMENT TRUST (“Landlord”).
BROADSOFT, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SUPPLEMENTAL INDENTURE Dated as of February 1, 2018Supplemental Indenture • February 2nd, 2018 • Broadsoft, Inc. • Services-prepackaged software • New York
SUPPLEMENTAL INDENTURE, dated as of February 1, 2018 (this “Supplemental Indenture”), among Broadsoft, Inc., a Delaware corporation (the “Company”), as issuer, and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”), to the Indenture, dated as of June 20, 2011 (as supplemented or otherwise modified prior to the date hereof, the “Indenture”), between the Company and the Trustee.
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 29th, 2010 • Broadsoft Inc • Services-prepackaged software • Delaware
This Amendment to Asset Purchase Agreement is entered into as of October 27, 2010 (this “Amendment”), by and between Casabi, Inc., a Delaware corporation (the “Seller”), and BroadSoft Casabi, LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used herein without definition shall have the meaning given to such terms in the Purchase Agreement (as defined below).
AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 16th, 2010 • Broadsoft Inc • Services-prepackaged software • New York
This AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (“Amendment”) is dated as of April 1, 2010, and is entered into by and among BroadSoft, Inc., a Delaware corporation, BroadSoft International, Inc., a Delaware corporation, BroadSoft M6, LLC, a Delaware limited liability company, BroadSoft Sylantro, Inc., a Delaware corporation, BroadSoft PacketSmart, Inc., a Delaware corporation (the “Borrowers”, and each a “Borrower”), and ORIX Venture Finance LLC, a Delaware limited liability company (“Lender”).
Amendment No. 2 to Loan and Security AgreementLoan and Security Agreement • March 15th, 2010 • Broadsoft Inc
THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT is entered into between ORIX Venture Finance LLC, a Delaware limited liability company (“ORIX”) and the borrowers named above (jointly and severally, “Borrower”).
CONSENT AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 15th, 2010 • Broadsoft Inc • New York
This CONSENT AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (“Amendment”) is dated as of December 23, 2008, and is entered into by and among BroadSoft, Inc., a Delaware corporation (“Parent”), BroadSoft International, Inc., a Delaware corporation (“International”), BroadSoft M6, LLC, a Delaware limited liability company (“M6”; and together with Parent and International, the “Existing Borrowers”, and each an “Existing Borrower”), BroadSoft Sylantro, Inc., a Delaware corporation (“Sylantro”; and together with Parent, International and M6, the “Borrowers”, and each a “Borrower”), and Orix Venture Finance, LLC, a Delaware limited liability company (“Lender”). As described below, it is anticipated that Sylantro will merge with Sylantro Systems Corporation, a Delaware corporation, with Sylantro Systems Corporation surviving the merger and, effective upon the consummation of such merger, changing its name to BroadSoft Sylantro, Inc. (which will continue to be a Delaware corporation), all
ASSET PURCHASE AGREEMENT by and between Casabi, Inc., a Delaware corporation and BroadSoft Casabi, LLC, a Delaware limited liability company Dated as of October 12, 2010Asset Purchase Agreement • October 29th, 2010 • Broadsoft Inc • Services-prepackaged software • Delaware
This Asset Purchase Agreement is entered into as of October 12, 2010 (this “Agreement”), by and between Casabi, Inc., a Delaware corporation (the “Seller”) and BroadSoft Casabi, LLC, a Delaware limited liability company (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • March 15th, 2010 • Broadsoft Inc • Delaware
This Agreement and Plan of Merger and Reorganization (the “Agreement”) is made and entered into as of December 8, 2008, by and among: BroadSoft, Inc., a Delaware corporation (“Parent”); BroadSoft Sylantro, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”); Sylantro Systems Corporation, a Delaware corporation (the “Company”); and Shareholder Representative Services LLC, a Colorado limited liability company (the “Agent”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This First Amendment to Fourth Amended and Restated Registration Rights Agreement (this “Amendment”) is entered this 25th day of November 2008, by and among BroadSoft, Inc., a Delaware corporation (the “Company”), ORIX Finance Equity Investors, LP, a Delaware limited partnership (“ORIX”), and the other parties listed on the signature pages hereof (the “Investors”).
BroadSoft, Inc.Purchase Agreement • June 15th, 2011 • Broadsoft Inc • Services-prepackaged software • New York
Goldman, Sachs & Co. Jefferies & Company, Inc. As representatives of the several Initial Purchasers named in Schedule I hereto c/o Goldman, Sachs & Co. 200 West Street New York, New York 10282-2198 and c/o Jefferies & Company, Inc. 520 Madison Avenue New York, New York 10022
ASSET PURCHASE AGREEMENT by and among: GENBAND Inc., a Delaware corporation; BroadSoft M6, LLC, a Delaware limited liability company; and BroadSoft, Inc., a Delaware corporation Dated as of August 14, 2008Asset Purchase Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Asset Purchase Agreement is entered into as of August 14, 2008 (this “Agreement”), by and among: BroadSoft M6, LLC, a Delaware limited liability company (the “Purchaser”), BroadSoft, Inc., a Delaware corporation (the “Company”), and GENBAND Inc., a Delaware corporation (the “Seller”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
BROADSOFT, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SUPPLEMENTAL INDENTURE Dated as of February 1, 2018Supplemental Indenture • February 2nd, 2018 • Broadsoft, Inc. • Services-prepackaged software • New York
SUPPLEMENTAL INDENTURE, dated as of February 1, 2018 (this “Supplemental Indenture”), among Broadsoft, Inc., a Delaware corporation (the “Company”), as issuer, and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”), to the Indenture, dated as of September 15, 2015 (as supplemented or otherwise modified prior to the date hereof, the “Indenture”), between the Company and the Trustee.
SUBLEASE AGREEMENTLease Agreement • April 16th, 2010 • Broadsoft Inc • Services-prepackaged software • Maryland
This Lease Agreement (this “Lease”) dated as of June 27, 2000 is made by and between (i) WASHINGTONIAN PROPERTIES LIMITED PARTNERSHIP, a California limited partnership (as landlord), and (ii) MARRIOTT INTERNATIONAL ADMINISTRATIVE SERVICES, INC., a Delaware corporation (as tenant).
FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2010 • Broadsoft Inc • Services-prepackaged software • Delaware
This Fourth Amendment to Fourth Amended and Restated Registration Rights Agreement (this “Amendment”) is entered this 26th day of March 2010, by and among BroadSoft, Inc., a Delaware corporation (the “Company”) and the other parties listed on the signature pages hereof (the “Investors”).
BroadSoft, Inc.Purchase Agreement • September 15th, 2015 • Broadsoft, Inc. • Services-prepackaged software
BroadSoft, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Initial Purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), an aggregate of $175,000,000 principal amount of its 1.00% Convertible Senior Notes due 2022 (the “Firm Securities”), convertible into cash, shares of common stock, par value $0.01 per share, of the Company (“Stock”), or a combination thereof, at the Company’s election, and, at the election of the Initial Purchasers, up to an aggregate of $26,250,000 additional principal amount of 1.00% Convertible Senior Notes due 2022 (the “Optional Securities”) (the Firm Securities and the Optional Securities that the Initial Purchasers elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).
STOCK OPTION GRANT AGREEMENT UNDER THE BROADSOFT, INC. 1999 STOCK INCENTIVE PLANStock Option Grant Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Stock Option Grant Agreement (the “Agreement”) is entered into _________, 20___ by and between BroadSoft, Inc., a Delaware corporation (the “Company”), ____________ (the “Participant”), and is effective as of ____________, 200___ (the “Vesting Commencement Date”).
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Third Amendment to Fourth Amended and Restated Registration Rights Agreement (this “Amendment”) is entered this 19th day of October 2009, by and among BroadSoft, Inc., a Delaware corporation (the “Company”), the parties listed on Exhibit A as “Series E-1 Investors” (the “Series E-1 Investors”), and the other parties listed on the signature pages hereof (the “Investors”).
BROADSOFT, INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENTControl Severance Benefits Agreement • March 15th, 2010 • Broadsoft Inc • Maryland
This Executive Change in Control Severance Benefits Agreement (the “Agreement”) is entered into as of , 20 (the “Effective Date”), by and between Name of Executive (the “Executive”) and BroadSoft, Inc., a Delaware corporation (the “Company”).
BroadSoft, Inc. Restricted Stock Unit Award Agreement (Amended and Restated 2009 Equity Incentive Plan)Restricted Stock Unit Award Agreement • June 1st, 2010 • Broadsoft Inc • Services-prepackaged software • Delaware
Pursuant to the Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Award Agreement (“Agreement”), BroadSoft, Inc. (the “Company”) has awarded Participant a Restricted Stock Unit Award pursuant to the Company’s Amended and Restated 2009 Equity Incentive Plan (the “Plan”) for the number of restricted stock units (“RSUs”) indicated in the Grant Notice (collectively, the “Award”). Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. Subject to adjustment and the terms and conditions as provided herein and in the Plan, each RSU shall represent the right to receive one (1) share of Common Stock.
WARRANT TO PURCHASE STOCKBroadsoft Inc • March 15th, 2010 • New York
THIS WARRANT CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, ORIX Finance Equity Investors, LP, a Delaware limited partnership (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the Class of Stock (the “Shares”) of BroadSoft, Inc. (the “Company”) at the initial exercise price per Share (the “Warrant Price”) set forth above, as constituted on the date hereof and as adjusted pursuant to the other terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is being issued pursuant to a Loan and Security Agreement between the Company and ORIX Venture Finance LLC dated as of September 26, 2008 (the “Loan Agreement”) (Capitalized terms used herein, which are not defined, shall have the meanings set forth in the Loan Agreement.)
Loan and Security AgreementLoan and Security Agreement • March 15th, 2010 • Broadsoft Inc • New York
This Loan and Security Agreement is entered into on the above date between ORIX Venture Finance LLC, a Delaware limited liability company (“ORIX”), with an address at 245 Park Avenue, 19th Floor, New York, NY 10167 and the borrowers named above (jointly and severally “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Loan and Security Agreement being signed concurrently (the “Schedule”) is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 7 below.)
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Stock Restriction Agreement (the “Agreement”) is made as of August 30, 2007 (the “Effective Date”), by and between BroadSoft, Inc., a Delaware corporation (the “Company”), and James A. Tholen, an employee of the Company (the “Holder”).
CONSENT AND AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTPacket Island Merger Agreement • March 15th, 2010 • Broadsoft Inc • New York
This CONSENT AND AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (“Amendment”) is dated as of October 15, 2009, and is entered into by and among BroadSoft, Inc., a Delaware corporation (“Parent”), BroadSoft International, Inc” a Delaware corporation (“International”), BroadSoft M6, LLC, a Delaware limited liability company (“M6”), BroadSoft Sylantro, Inc., a Delaware corporation (“Sylantro”; and together with Parent, International and M6, the “Existing Borrowers”, and each an “Existing Borrower”), BroadSoft PacketSmart, Inc., a Delaware corporation (“PacketSmart”; and together with Parent, International, M6, and Sylantro, the “Borrowers”, and each a “Borrower”), and ORIX Venture Finance, LLC, a Delaware limited liability company (“Lender”). As described below, it is anticipated that PacketSmart will merge with PacketIsland, Inc., a Delaware corporation (“Packet Island”), with Packet Island surviving the merger and, effective upon the consummation of such merger, changing its name to Bro
COMMON STOCK PURCHASE AGREEMENTStock Restriction Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Agreement dated as of ______, 200___, is entered into by and between BroadSoft, Inc., a Delaware Corporation (the “Company”), and _________, an employee of the Company (the “Purchaser”).
BROADSOFT, INC. FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Fourth Amended and Restated Registration Rights Agreement (the “Agreement”) is made as of June 26, 2007 by and among BroadSoft, Inc. a Delaware corporation (the “Company”), the investors listed on Exhibit A hereto (the “Investors”), and the other holders of capital stock of the Company listed on Exhibit B hereto (the “Founders”). Reference is made to the Third Amended and Restated Registration Rights Agreement dated as of December 19, 2003, as amended, by and among the Company and the parties listed on Exhibit A thereto and the Founders (the “2003 Registration Rights Agreement”), which 2003 Registration Rights Agreement is hereby amended and restated in its entirety.
BroadSoft, Inc. Amended and Restated 2009 Equity Incentive Plan Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)Broadsoft Inc • June 1st, 2010 • Services-prepackaged software • Delaware
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, BroadSoft, Inc. (the “Company”) has granted you an option under its Amended and Restated 2009 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
BROADSOFT, INC. PERFORMANCE STOCK AWARD AGREEMENT (AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN)Performance Stock Award Agreement • February 25th, 2015 • Broadsoft, Inc. • Services-prepackaged software • Delaware
Pursuant to the Performance Stock Award Grant Notice (the “Grant Notice”) and this Performance Stock Award Agreement (the “Agreement”), BroadSoft, Inc. (the “Company”) has awarded Participant a Performance Stock Award pursuant to the Company’s Amended and Restated 2009 Equity Incentive Plan (the “Plan”) for the number of performance stock units (“PSUs”) indicated in the Grant Notice (the “Award”). The PSUs are Restricted Stock Units that vest upon the achievement of performance milestones, as specified in the Grant Notice, and are granted under and administered in accordance with Section 6(b) of the Plan. Subject to adjustment and the terms and conditions as provided in this Agreement and in the Plan, each PSU shall represent the right to receive one (1) share of Common Stock for each PSU that vests. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan shall have the same definitions as in the Plan. In the event of any conflict betwe
