1 Exhibit 10.1 STOCK PURCHASE AGREEMENT By and Between BOGEN COMMUNICATIONS INTERNATIONAL, INC.Stock Purchase Agreement • December 11th, 1997 • Bogen Communications International Inc • Telephone & telegraph apparatus • Delaware
EXHIBIT 10.14 BORROWER PLEDGE AGREEMENT -------------------------Pledge Agreement • June 4th, 1998 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
LOAN AND SECURITY AGREEMENT This is a Loan and Security Agreement made this 6th day of February, 1997, between SUMMIT BANK ("Lender"), a banking corporation of the State of New Jersey, having an address at 750 Walnut Street, Cranford, New Jersey...Loan and Security Agreement • April 1st, 1997 • Bogen Communications International Inc • Telephone & telegraph apparatus • New Jersey
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 31st, 1998 • Bogen Communications International Inc • Telephone & telegraph apparatus • New Jersey
TERMINATION AGREEMENTTermination Agreement • November 16th, 1999 • Bogen Communications International Inc • Telephone & telegraph apparatus
TERMINATION AGREEMENT, effective as of September 1, 1999, by and between Speech Design GmbH, a company organized under the laws of the Federal Republic of Germany (together with all its subsidiaries and affiliates, the "Company"), and Helix Capital Services Inc. ("Helix"), successor by merger to Helix Capital Services LLC.
1 Exhibit 10.4 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of November 26, 1997, between BOGEN COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (the "Company"), and MICHAEL P. FLEISCHER (the "Executive"). WHEREAS, the Company wishes...Employment Agreement • December 11th, 1997 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
EXHIBIT 10.1 File No. /1998 ------------------------------- Share Transfer Agreement ------------------------ Today, the 20th day of May nineteen hundred and ninety eight appeared before me Dr. Gerrit Brachvogel --------------------- notary in Munich...Bogen Communications International Inc • June 4th, 1998 • Telephone & telegraph apparatus
Exhibit 10.4 CREDIT AGREEMENT dated as of April 21, 1998Credit Agreement • June 4th, 1998 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
ARTICLE 1Bogen Communications International Inc • June 4th, 1998 • Telephone & telegraph apparatus • New York
EXHIBIT 10.8 SECURITY AGREEMENT BOGEN COMMUNICATIONS INTERNATIONAL, INC.Security Agreement • June 4th, 1998 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
1 Exhibit 10.2 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of November 26, 1997, by and between Bogen Communications International, Inc., a Delaware corporation,...Convertible Preferred Stock Purchase Agreement • December 11th, 1997 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
ARTICLE 1Bogen Communications International Inc • June 4th, 1998 • Telephone & telegraph apparatus • New York
WITNESSETH:Loan and Security Agreement • March 31st, 1998 • Bogen Communications International Inc • Telephone & telegraph apparatus
BORROWER PLEDGE AGREEMENTBorrower Pledge Agreement • June 4th, 1998 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
ss. 3 Contract Term, TerminationManagement Contract • June 4th, 1998 • Bogen Communications International Inc • Telephone & telegraph apparatus
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 29th, 2002 • Bogen Communications International Inc • Telephone & telegraph apparatus
This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of April 22, 2002 (the “Date of Grant”) by and between Bogen Communications International, Inc., a Delaware corporation (the “Company”) and Kasimir Arciszeski (the “Grantee”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 29th, 2002 • Bogen Communications International Inc • Telephone & telegraph apparatus
This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of April 22, 2002 (the “Date of Grant”) by and between Bogen Communications International, Inc., a Delaware corporation (the “Company”) and Maureen A. Flotard (the “Grantee”).
EXHIBIT 10.34 AMENDMENT TO EMPLOYMENT AGREEMENT This Agreement shall constitute an amendment and modification of that certain EMPLOYMENT AGREEMENT dated as of November 26, 1997, ("Employment Agreement") between BOGEN COMMUNICATIONS INTERNATIONAL,...Employment Agreement • March 31st, 2000 • Bogen Communications International Inc • Telephone & telegraph apparatus
1.1.1. Helix will act as the principal financial advisor to the Company and its domestic subsidiaries and affiliates, and will assist the Company in identifying, introducing, analyzing, structuring, negotiating, and effecting the Transactions (as...Mergers and Acquisition Engagement Agreement • April 1st, 1999 • Bogen Communications International Inc • Telephone & telegraph apparatus • New Jersey
CONTINUING UNLIMITED CORPORATE GUARANTY Date: February 6th, 1997 To: SUMMIT BANK (the "Lender") For Valuable Consideration, and to induce Lender to loan money and/or extend credit in reliance hereon, the undersigned, hereby guarantees,...Continuing Unlimited Corporate • April 1st, 1997 • Bogen Communications International Inc • Telephone & telegraph apparatus
This Guaranty shall be primary, absolute and unconditional and extend to and cover every extension or renewal of, and every obligation accepted in substitution for any obligation guaranteed hereby, and the undersigned shall be bound hereby irrespective of (i) the existence, value or condition of any collateral security Lender may at any time hold; (ii) the invalidity, irregularity or enforceability of any instrument, writing or arrangement relating to any such credit, loan of money or financial accommodation or of the obligations thereunder; (iii) the inability or failure of Lender to fully establish or perfect its lien or security interest in any collateral pledged to it; (iv) any other circumstance that might constitute a defense to, or discharge of, the Borrower with respect to any of the obligations hereby guarantied, or the undersigned in regard to this Guaranty other than payment in full of the obligations guaranteed hereby; or (v) any present or future law or order of any govern
MANAGEMENT CONTRACT entered into by and betweenManagement Contract • November 13th, 2001 • Bogen Communications International Inc • Telephone & telegraph apparatus
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2002 • Bogen Communications International Inc • Telephone & telegraph apparatus • New Jersey
EMPLOYMENT AGREEMENT dated as of December 1, 2001, between Bogen Communications International, Inc., a Delaware corporation (the “Company”), and Jonathan Guss (the “Executive”).
1 EXHIBIT 10.2 WARRANT PURCHASE AGREEMENT This WARRANT PURCHASE AGREEMENT ("Agreement") is entered into as of November 28, 1997, by and between Bogen Communications International, Inc., a Delaware corporation (the "Company"), and Helix Capital II, LLC...Warrant Purchase Agreement • December 19th, 1997 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
AMENDMENT NO. 1 TO PURCHASE OPTION THIS AMENDMENT NO. 1, effective as of October 7, 1998 (this "Amendment"), is made by and between BOGEN COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation formerly known as European Gateway Acquisition Corp....Purchase Option • April 1st, 1999 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
Exhibit 10.33 LIMITED ENGAGEMENT AGREEMENT LIMITED ENGAGEMENT AGREEMENT, effective as of August 31, 1999, by and between Bogen Communications International, Inc., a Delaware corporation (together with all its domestic subsidiaries, the "Company"), and...Limited Engagement Agreement • November 16th, 1999 • Bogen Communications International Inc • Telephone & telegraph apparatus • New Jersey
1.3.2. OTHER TRANSACTIONS: As used herein, the term "Transaction" shall also mean any transaction or series of transactions (other than senior debt financing, and transactions with banking institutions arranged by the Company's management in the...Mergers and Acquisitions Engagement Agreement • December 19th, 1997 • Bogen Communications International Inc • Telephone & telegraph apparatus • New Jersey
Summary of Credit Agreement between Speech Design GmbH and Stadtsparkasse Munchen Pursuant to the terms of the Credit Agreement, dated December 11, 1995 (the "Credit Agreement"), between Speech Design GmbH ("Speech Design") and Stadtsparkasse Munchen...Bogen Communications International Inc • April 1st, 1997 • Telephone & telegraph apparatus
Pursuant to the terms of the Credit Agreement, dated December 11, 1995 (the "Credit Agreement"), between Speech Design GmbH ("Speech Design") and Stadtsparkasse Munchen (the "Lender"), Lender agrees to extend to Speech Design a credit line in the aggregate amount of DM 4,000,000. Interest on any borrowing under the credit line is payable at 8.25% per annum. The term of this agreement is December 31, 1999, subject to earlier termination. As security for any extension of credit pursuant to the Credit Agreement, Speech Design made a general assignment of claims, receivables and inventory in favor of the Lender. The Credit Agreement also contains customary provisions regarding Speech Design's duty to disclose information to the Lender, choice of forum and the validity of the agreement.
MODIFICATION AGREEMENTModification Agreement • November 13th, 2001 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
THIS MODIFICATION AGREEMENT dated as of June 30, 2001 (the “Modification”) is entered into among BOGEN COMMUNICATIONS INTERNATIONAL, INC. and BOGEN COMMUNICATIONS, INC., each a Delaware Corporation (singly, a “Borrower” or collectively, the “Borrowers”) and KEYBANK NATIONAL ASSOCIATION (“Key”) both in its individual capacity and, as Agent for the “Banks” [as that term is defined in a “Credit Agreement” dated as of April 21, 1998 between the Borrowers, the Banks and Key (the “Credit Agreement”)].
CREDIT AGREEMENT dated as of December 11, 2003 among BOGEN COMMUNICATIONS INTERNATIONAL, INC. and BOGEN COMMUNICATIONS, INC., and KEYBANK NATIONAL ASSOCIATIONCredit Agreement • December 16th, 2003 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
This CREDIT AGREEMENT, dated as of December 11, 2003 (this "Agreement"), is entered into among BOGEN COMMUNICATIONS INTERNATIONAL, INC. ("BCII") and BOGEN COMMUNICATIONS, INC., ("BCI") each a Delaware corporation (singly, a "Borrower or collectively, the "Borrowers") and KEYBANK NATIONAL ASSOCIATION (the "Bank").
SECOND MODIFICATION AGREEMENTSecond Modification Agreement • July 29th, 2002 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
THIS SECOND MODIFICATION AGREEMENT dated as of June 30, 2002 (the “Second Modification”) is entered into among BOGEN COMMUNICATIONS INTERNATIONAL, INC. and BOGEN COMMUNICATIONS, INC., each a Delaware Corporation (singly, a “Borrower” or collectively, the “Borrowers”) and KEYBANK NATIONAL ASSOCIATION (“Key”) both in its individual capacity and, as Agent for the “Banks” [as that term is defined in a “Credit Agreement” dated as of April 21, 1998 between the Borrowers, the Banks and Key (the “Credit Agreement”)].
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock And • October 9th, 2001 • Bogen Communications International Inc • Telephone & telegraph apparatus • New Jersey
This COMMON STOCK AND WARRANT PURCHASE AGREEMENT ("Agreement") is entered into as of September 27, 2001, by and between Bogen Communications International, Inc., a Delaware corporation (“Bogen”), and its wholly-owned subsidiaries, Speech Design International Inc. (“SDI” or the "Company") and Speech Design Gesellschaft fuer elektronische Sprachverarbeitung mbH (the “Subsidiary”), and 2.T-Telematik Venture Beteiligungsgesellschaft mbh (“T-Venture” or the "Investor" and together with any affiliated fund or investment company which purchases Common Stock or Warrant Shares, as defined below, the “Investors”).
1 Exhibit 10.7 COMMON STOCK AND WARRANT PURCHASE AGREEMENT This COMMON STOCK AND WARRANT PURCHASE AGREEMENT ("Agreement") is entered into as of November 26, 1997, by and between Bogen Communications International, Inc., a Delaware corporation, (the...Common Stock and Warrant Purchase Agreement • December 11th, 1997 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
EXHIBIT 10.13 GUARANTOR PLEDGE AGREEMENTGuarantor Pledge Agreement • June 4th, 1998 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
MARKETING AGREEMENTMarketing Agreement • October 9th, 2001 • Bogen Communications International Inc • Telephone & telegraph apparatus • New Jersey
This MARKETING AGREEMENT (the “Agreement”) is entered into on this 27th day of September 2001, by and between Speech Design International Inc. (“SDI” or the "Company") and 2.T-Telematik Venture Beteiligungsgesellschaft mbh individually and together with any affiliate, ”T-Venture”)
