DIALOGIC INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • July 14th, 2011 • Dialogic Inc. • Services-computer integrated systems design • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between Dialogic Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2013 • Dialogic Inc. • Services-computer integrated systems design • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 7, 2013, is by and among Dialogic Inc., a Delaware corporation with offices located at 1504 McCarthy Boulevard Milpitas, California 95035-7405 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
DIALOGIC INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • July 14th, 2011 • Dialogic Inc. • Services-computer integrated systems design • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between Dialogic Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
DIALOGIC INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • July 14th, 2011 • Dialogic Inc. • Services-computer integrated systems design • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between DIALOGIC INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • August 15th, 2011 • Dialogic Inc. • Services-computer integrated systems design • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of October , 2010, is made by and between DIALOGIC INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
CREDIT AGREEMENT by and among DIALOGIC CORPORATION as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL CANADA ULC as the Arranger and Administrative Agent Dated as of March 5, 2008Credit Agreement • March 31st, 2011 • Dialogic Inc. • Services-computer integrated systems design • Ontario
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of March 5, 2008, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL CANADA ULC, an unlimited corporation existing under the laws of Alberta, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and DIALOGIC CORPORATION, a British Columbia corporation (“Borrower”).
AGREEMENT AND PLAN OF MERGER by and among DIALOGIC GROUP INC., DIALOGIC MERGER INC., and DIALOGIC INC. dated as of October 10, 2014Agreement and Plan of Merger • October 15th, 2014 • Dialogic Inc. • Services-computer integrated systems design • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 10, 2014, is entered into by and among Dialogic Group, Inc., a Canadian corporation (“Parent”), Dialogic Merger Inc., a Delaware corporation and an indirect, wholly owned Subsidiary of Parent (“Sub”), and Dialogic Inc., a Delaware corporation (the “Company”). Each of Parent, Sub and the Company are referred to herein as a “Party” and together as “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT by and among DIALOGIC CORPORATION, as the Company, DIALOGIC INC., as the Parent, THE SUBSIDIARY GUARANTORS THAT ARE SIGNATORIES HERETO, as the Subsidiary Guarantors, THE LENDERS THAT ARE SIGNATORIES HERETO,...Credit Agreement • May 15th, 2012 • Dialogic Inc. • Services-computer integrated systems design • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 22, 2012 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), OBSIDIAN, LLC, a Delaware limited liability company, as the agent and collateral agent for the Lenders (“Obsidian” and in such capacity, together with its successors and assigns in such capacity, “Agent”), DIALOGIC CORPORATION, a British Columbia corporation (the “Company”), DIALOGIC INC., a Delaware corporation (the “Parent” and together with the Company, collectively, the “Principal Companies” and individually a “Principal Company”) and each of the Subsidiary Guarantors signatory hereto.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2013 • Dialogic Inc. • Services-computer integrated systems design • Delaware
This Subscription Agreement is entered into and dated as of February 7, 2013 (this “Agreement”), by and among Dialogic Inc., a Delaware corporation with offices located at 1504 McCarthy Boulevard Milpitas, California 95035-7405 (the “Company”) and the purchasers identified on the Schedule of Purchasers attached hereto (each, a “Purchaser” and, together, the “Purchasers”). Capitalized terms not defined below shall have the meaning as set forth in Section 1.1.
AMENDMENT NO. 4 TO FORBEARANCE AGREEMENTForbearance Agreement • March 5th, 2012 • Dialogic Inc. • Services-computer integrated systems design • Ontario
This AMENDMENT NO. 4 TO FORBEARANCE AGREEMENT (this “Amendment”) dated as of March 5, 2012, is by and among WELLS FARGO FOOTHILL CANADA ULC, an unlimited corporation existing under the laws of Alberta, as the administrative agent for the Lenders (in such capacity, “Agent”), certain financial institutions party thereto as Lenders, and DIALOGIC CORPORATION, a British Columbia corporation (the “Borrower”).
9,000,000 Shares Veraz Networks, Inc. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2007 • Veraz Networks, Inc. • Services-computer integrated systems design • New York
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2009 • Veraz Networks, Inc. • Services-computer integrated systems design
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
December 5, 2011 Doug Sabella C/O Dialogic Inc. Milpitas, CA 95035-7405 Dear Doug:Indemnity Agreement • December 5th, 2011 • Dialogic Inc. • Services-computer integrated systems design • Delaware
This Transition and Separation Agreement (“Agreement”) sets forth the terms that Dialogic Inc. (the “Company”) is offering to you to aid in your employment transition. This Agreement supersedes and replaces the Amended and Restated Employment Agreement dated December 29, 2010 between you and the Company (the “Prior Agreement”).
Re: Amended and Restated Employment AgreementEmployment Agreement • January 6th, 2011 • Dialogic Inc. • Services-computer integrated systems design • California
Dialogic Inc. (the “Company”) is pleased to confirm the terms and conditions of your continuing employment as the Company’s Executive Vice President, General Counsel and Secretary as set forth in this letter agreement (the “Agreement”). The Company acknowledges that your rights to this compensation and benefits set forth herein arose at the closing of the merger of Dialogic and Veraz, which was effective on October 1, 2010 (“Effective Date”). This Agreement amends and supersedes in its entirety the employment letter agreement entered into by and between the Company and you on September 9, 2008 (the “Prior Agreement”). The terms of your continuing employment are as follows:
VERAZ NETWORKS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DECEMBER 19, 2006Investor Rights Agreement • January 22nd, 2007 • Veraz Networks, Inc. • Services-computer integrated systems design • California
This Amended and Restated Investor Rights Agreement (this “Agreement”) is entered into as of the 19th day of December, 2006, by and among Veraz Networks, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 15th, 2014 • Dialogic Inc. • Services-computer integrated systems design • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 10, 2014, by and among DIALOGIC GROUP, INC., a Canadian corporation (“Parent”), DIALOGIC MERGER INC., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), and the undersigned stockholder (“Stockholder”) of DIALOGIC INC., a Delaware corporation (the “Company”).
DIALOGIC INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT MARCH 22 , 2012Registration Rights Agreement • April 16th, 2012 • Dialogic Inc. • Services-computer integrated systems design • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 22nd day of March, 2012, by and among DIALOGIC INC., a Delaware corporation (the “Company”) and the parties listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
TWENTY-SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2014 • Dialogic Inc. • Services-computer integrated systems design
THIS TWENTY-SECOND AMENDMENT TO CREDIT AGREEMENT (this"Amendment") is entered into as of March 28, 2014, by and among Dialogic Corporation, a British Columbia corporation ("Borrower"), Dialogic Inc., a Delaware corporation formerly known as Veraz Networks, Inc. ("Parent"), Wells Fargo Foothill Canada ULC, an unlimited corporation existing under the laws of Alberta, as administrative agent for the Lenders ("Administrative Agent"), and the financial institutions named as lenders on the signature pages hereto (the "Lenders").
FIRST AMENDMENT TO VOTING AGREEMENTVoting Agreement • May 11th, 2012 • Dialogic Inc. • Services-computer integrated systems design • Delaware
THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of this day of May 2012, by and among Dialogic Inc., a Delaware corporation (the “Company”) and (the “Stockholder”).
AGREEMENT TO EXCHANGE, TENDER AND SELLAgreement • October 15th, 2014 • Dialogic Inc. • Services-computer integrated systems design • Delaware
This AGREEMENT TO EXCHANGE, TENDER AND SELL, dated as of October 10, 2014 (this “Agreement”), is made by and among Dialogic Inc., a Delaware corporation (the “Company”), Dialogic Corporation, a British Columbia corporation and subsidiary of the Company (“Dialogic Subsidiary”), Dialogic Group Inc., a Canadian corporation (“Parent”), Dialogic Merger Inc., a Delaware corporation (“Sub” and together with Parent, the “Acquiring Entities” and each, an “Acquiring Entity”), Obsidian, LLC, as agent under the Term Loan Agreement (as defined below) (the “Agent”), the entities listed on the signature pages hereto (each, a “Tennenbaum Fund” and collectively, the “Tennenbaum Funds”) and, solely for purposes of Section 8.11, Novacap TMT IV, L.P. (the “Sponsor”). Capitalized terms that are not defined in this Agreement shall have the meaning given to such terms in the Merger Agreement (as defined herein).
TENNENBAUM CAPITAL PARTNERS, LLCDialogic Inc. • March 5th, 2012 • Services-computer integrated systems design
June 11, 2013 PERSONAL AND CONFIDENTIAL John T. Hanson C/O Dialogic Inc.Dialogic Inc. • June 14th, 2013 • Services-computer integrated systems design • New Jersey
VOTING AGREEMENTVoting Agreement • May 15th, 2012 • Dialogic Inc. • Services-computer integrated systems design • Delaware
THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 22nd day of March, 2012, by and among Dialogic Inc., a Delaware corporation (the “Company”) and (the “Stockholder”).
December 5, 2011 Kevin Cook C/O Dialogic Inc. Milpitas, CA 95035-7405 Re: Amended and Restated Employment Agreement Dear Kevin:Invention and Secrecy Agreement • December 5th, 2011 • Dialogic Inc. • Services-computer integrated systems design • Quebec
Dialogic Inc. (the “Company”) is pleased to confirm the terms and conditions of your continuing employment in your new role as the Company’s President and Chief Operating Officer as set forth in this letter agreement (the “Agreement”). This Agreement is effective on December 5, 2011 (“Effective Date”). This Agreement amends and supersedes in its entirety the employment letter agreement entered into by and between the Company and you on September 3, 2008, as amended on May 20, 2010 (the “Prior Agreement”). The terms of your continuing employment are as follows:
LIMITED WAIVER AND SIXTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 15th, 2011 • Dialogic Inc. • Services-computer integrated systems design
THIS LIMITED WAIVER AND SIXTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July , 2011, by and among Dialogic Corporation, a British Columbia corporation (“Borrower”), Dialogic Inc., a Delaware corporation formerly known as Veraz Networks, Inc. (“Parent”), Wells Fargo Foothill Canada ULC, an unlimited corporation existing under the laws of Alberta, as administrative agent for the Lenders (“Administrative Agent”), and the financial institutions named as lenders on the signature pages hereto (the “Lenders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 13th, 2012 • Dialogic Inc. • Services-computer integrated systems design • Delaware
This Securities Purchase Agreement is entered into and dated as of April 11, 2012 (this “Agreement”), by and among Dialogic Inc., a Delaware corporation with offices located at 1504 McCarthy Boulevard Milpitas, California 95035-7405 (the “Company”) and the purchasers identified on the Schedule of Purchasers attached hereto (each, a “Purchaser” and, together, the “Purchasers”). Capitalized terms not defined below shall have the meaning as set forth in Section 1.1.
November 17, 2004 Doug Sabella Re: Offer of Employment with Veraz Networks, Inc. Dear Doug:Veraz Networks, Inc. • October 20th, 2006
Veraz Networks, Inc. (the “Company”) is pleased to offer you employment as the Company’s President and Chief Executive Officer on the terms and conditions set forth in this letter agreement (the “Agreement”). If you agree to the terms and conditions set forth herein, please initial the bottom of each page and sign where indicated below. Your employment with the Company pursuant to this Agreement will begin on December 1, 2004 (the “Commencement Date”).
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 13th, 2012 • Dialogic Inc. • Services-computer integrated systems design • New York
SECOND AMENDMENT, dated as of November 6 , 2012 (this “Amendment”), to the Third Amended and Restated Credit Agreement, dated as of March 22, 2012 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the lenders identified on the signature pages thereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), OBSIDIAN, LLC, a Delaware limited liability company, as the agent and collateral agent for the Lenders (“Obsidian” and in such capacity, together with its successors and assigns in such capacity, “Agent”), DIALOGIC CORPORATION, a British Columbia corporation (the “Company”), DIALOGIC INC., a Delaware corporation (the “Parent” and together with the Company, collectively, the “Principal Companies” and individually a “Principal Company”) and each of the Subsidiary Guarantors signato
CONSENT AND TWENTY-FIRST AMENDMENT TO CREDIT AGREEMENTConsent And • August 14th, 2013 • Dialogic Inc. • Services-computer integrated systems design
THIS CONSENT AND TWENTY-FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 26, 2013, by and among Dialogic Corporation, a British Columbia corporation (“Borrower”), Dialogic Inc., a Delaware corporation formerly known as Veraz Networks, Inc. (“Parent”), Wells Fargo Foothill Canada ULC, an unlimited corporation existing under the laws of Alberta, as administrative agent for the Lenders (“Administrative Agent”), and the financial institutions named as lenders on the signature pages hereto (the “Lenders”).
NEXVERSE NETWORKS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT OCTOBER 30, 2002Investor Rights Agreement • October 20th, 2006 • Veraz Networks, Inc. • California
This Amended and Restated Investor Rights Agreement (this “Agreement”) is entered into as of the 30th day of October, 2002, by and among NexVerse Networks, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
April 13, 2005 Mr. Al Wood C/O Veraz Networks, Inc. 926 Rock Avenue, Suite 20 San Jose, CA 95131 Re: Offer of Employment with Veraz Networks, Inc. Dear Al:Nondisclosure Agreement • October 20th, 2006 • Veraz Networks, Inc. • California
Veraz Networks, Inc. (the “Company”) is pleased to offer you employment as the Company’s Chief Financial Officer on the terms and conditions set forth in this letter agreement (the “Agreement”).
VERAZ NETWORKS, INC. AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • January 22nd, 2007 • Veraz Networks, Inc. • Services-computer integrated systems design • California
This Amended and Restated Voting Agreement (the “Agreement”) is made and entered into as of this 19th day of December, 2006, by and among Veraz Networks, Inc., a Delaware corporation (the “Company”), those certain holders of the Company’s Common Stock listed on Exhibit A hereto (the “Key Holders”) and the persons and entities listed on Exhibit B hereto (the “Investors”).
Release AgreementRelease Agreement • April 21st, 2008 • Veraz Networks, Inc. • Services-computer integrated systems design
Whereas Reich has been employed by Veraz since January 1, 2003 pursuant to an employment agreement dated January 1, 2003 (the “Employment Agreement”);
TENNENBAUM CAPITAL PARTNERS, LLCDialogic Inc. • January 6th, 2012 • Services-computer integrated systems design
Addendum to the Unprotected Tenancy Contract of 31/12/2003 Made and Executed in Tel Aviv, this 3rd day of November, 2005Veraz Networks, Inc. • October 20th, 2006
