FIRST SUPPLEMENTAL INDENTURENatural Microsystems Corp • October 4th, 2000 • Telephone & telegraph apparatus
AGREEMENT ---------Loan and Security Agreement • August 11th, 1999 • Natural Microsystems Corp • Telephone & telegraph apparatus
October 5, 2000 DEUTSCHE BANK SECURITIES INC. U.S. BANCORP PIPER JAFFRAY INC. DAIN RAUSCHER INCORPORATED As Representatives of the Several Underwriters c/o Deutsche Bank Securities Inc. One South Street Baltimore, Maryland 21202 Ladies and Gentlemen:...Natural Microsystems Corp • October 12th, 2000 • Telephone & telegraph apparatus • Maryland
----------------------------------- TIA SECTION INDENTURE SECTION -------------------------------- ----------------------------------- 310(a)(1) 7.10 -------------------------------- ----------------------------------- 310(a)(2) 7.10...Indenture • August 18th, 2000 • Natural Microsystems Corp • Telephone & telegraph apparatus
EXHIBIT 1.1 FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2000 • Natural Microsystems Corp • Telephone & telegraph apparatus • Maryland
AGREEMENT ---------Loan and Security Agreement • November 14th, 2000 • Natural Microsystems Corp • Telephone & telegraph apparatus
BY AND AMONGMerger Agreement • July 20th, 2000 • Natural Microsystems Corp • Telephone & telegraph apparatus • Quebec
andRights Agreement • June 15th, 1999 • Natural Microsystems Corp • Telephone & telegraph apparatus • Delaware
TIA SECTION INDENTURE SECTIONIndenture • October 12th, 2000 • Natural Microsystems Corp • Telephone & telegraph apparatus • Massachusetts
Exhibit 4.2 FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 12th, 2000 • Natural Microsystems Corp • Telephone & telegraph apparatus
andRights Agreement • January 19th, 1999 • Natural Microsystems Corp • Telephone & telegraph apparatus • Delaware
EXHIBIT 10.26 SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement is entered into as of September 14, 2000, by and between NATURAL MICROSYSTEMS CORPORATION, a Delaware corporation with its chief executive office located at 100...Second Loan Modification Agreement • November 14th, 2000 • Natural Microsystems Corp • Telephone & telegraph apparatus
NMS COMMUNICATIONS CORPORATION 8,000,000 Shares Common Stock UNDERWRITING AGREEMENT Dated March 12, 2004Underwriting Agreement • March 12th, 2004 • NMS Communications Corp • Telephone & telegraph apparatus • New York
Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Underwriting Agreement.
EXHIBIT 10.25 FIRST LOAN MODIFICATION AGREEMENT This First Loan Modification Agreement is entered into as of March 8, 2000, by and between NATURAL MICROSYSTEMS CORPORATION, a Delaware corporation with its chief executive office located at 100 Crossing...First Loan Modification Agreement • November 14th, 2000 • Natural Microsystems Corp • Telephone & telegraph apparatus
Exhibit 10.30 Intellectual Property Agreement, dated November 30, 2001, by and among the Registrant and Lucent Technologies, Inc. and Lucent Technologies GRL Corporation relating to the sale of Lucent's Echo Cancellation Business. Pursuant to Item...Intellectual Property Agreement • December 14th, 2001 • NMS Communications Corp • Telephone & telegraph apparatus • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 12th, 2008 • NMS Communications Corp • Telephone & telegraph apparatus • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 6, 2008 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and NMS COMMUNICATIONS CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
VOTING AND STANDSTILL AGREEMENTVoting and Standstill Agreement • November 19th, 2008 • NMS Communications Corp • Telephone & telegraph apparatus • Delaware
This VOTING AND STANDSTILL AGREEMENT (the “Agreement”), dated as of November 18, 2008, is by and among NMS Communications Corporation, a Delaware corporation (“NMS”), and the individuals and entities listed on Schedule A hereto (each a “Stockholder” and collectively the “Stockholders”).
TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION ("Amendment"), dated as of December 15, 1999, is entered into by and among Natural MicroSystems Corporation, a Delaware corporation...Agreement and Plan of Merger and Reorganization • January 13th, 2000 • Natural Microsystems Corp • Telephone & telegraph apparatus
Exhibit 10.2 SEVERANCE PROTECTION AGREEMENT ------------------------------ THIS AGREEMENT entered into as of the 28th day of June 2005 (the "Effective Date"), by and between NMS Communications Corporation (the "Company") and Herbert Shumway (the...Severance Protection Agreement • July 5th, 2005 • NMS Communications Corp • Telephone & telegraph apparatus • Massachusetts
SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • March 31st, 2009 • LiveWire Mobile, Inc. • Telephone & telegraph apparatus • Massachusetts
THIS AGREEMENT made as of the 6th day of June 2008, by and between NMS Communications Corporation (the “Company”) and Joel Hughes (the “Executive”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2002 • NMS Communications Corp • Telephone & telegraph apparatus • Delaware
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 5, 2002, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and NMS COMMUNICATIONS CORPORATION, formerly known as NATURAL MICROSYSTEMS CORPORATION, a Delaware corporation with its chief executive office located at 100 Crossing Boulevard, Framingham, Massachusetts (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety a certain Loan and Security Agreement dated as of May 14, 1999 by and between Borrower and Bank. The parties agree as follows:
STANDARD FORM COMMERCIAL LEASELiveWire Mobile, Inc. • March 31st, 2009 • Telephone & telegraph apparatus
ASSET PURCHASE AGREEMENT by and between NMS COMMUNICATIONS CORP., as Seller, and VERSO TECHNOLOGIES, INC., as Buyer, dated as of December 20, 2007Asset Purchase Agreement • December 28th, 2007 • NMS Communications Corp • Telephone & telegraph apparatus • Georgia
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made as of December 20, 2007 by and between NMS COMMUNICATIONS CORP., a Delaware corporation (“Seller” or “NMS”), and VERSO TECHNOLOGIES, INC., a Minnesota corporation (“Buyer”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 19th, 2008 • NMS Communications Corp • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 16, 2008, is by and among NMS Communications Corporation, a Delaware corporation (“Ultimate Parent”), LiveWire Mobile, Inc., a Delaware corporation (“Parent”), Quarry Acquisition Corp., a Delaware corporation (“MergerCo”; and together with Ultimate Parent and Parent, the “Parent Parties”), Groove Mobile, Inc., a Delaware corporation (the “Company”) and Charles River Ventures, LLC, as Securityholders Representative (the “Securityholders Representative”). Certain terms used in this Agreement are defined in Section 1.1 hereof. An index of other defined terms used in this Agreement is set forth in Section 1.2 hereof.
RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • December 11th, 2008 • LiveWire Mobile, Inc. • Telephone & telegraph apparatus • Delaware
RECEIVABLES PURCHASE AGREEMENT (the "Agreement"), dated as of December 5, 2008, is by and between Dialogic Corporation, a British Columbia corporation ("Seller"), and NMS Communications Corporation, a Delaware corporation ("Buyer").
EXHIBIT 2.1 ----------- CONFORMED COPY AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • January 13th, 2000 • Natural Microsystems Corp • Telephone & telegraph apparatus • Delaware
FIRST AMENDMENT TO THE SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • March 31st, 2009 • LiveWire Mobile, Inc. • Telephone & telegraph apparatus • Massachusetts
THIS FIRST AMENDMENT TO THE SEVERANCE PROTECTION AGREEMENT (this “Amendment”) is made as of October 1, 2008, by and between NMS Communications Corporation, a Delaware corporation (the “Company”), and Todd Donahue (the “Executive”), Capitalized terms used herein an not otherwise defined shall have the meaning ascribed to them in the Severance Protection Agreement dated as of October 1, 2007 by and between the Company and the Executive (the “Severance Agreement”),
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 12th, 2008 • NMS Communications Corp • Telephone & telegraph apparatus • Delaware
ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of September 12, 2008, by and between Dialogic Corporation, a British Columbia corporation (“Buyer”) and NMS Communications Corporation, a Delaware corporation (“Seller”).
NMS COMMUNICATIONS CORPORATION INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 10th, 2005 • NMS Communications Corp • Telephone & telegraph apparatus • Massachusetts
INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) by and between NMS COMMUNICATIONS CORPORATION, a Delaware corporation (the “Company”), and the employee of the Company or a subsidiary of the Company (the “Optionee”) specified in Schedule A appended to this Agreement (“Schedule A”).
THIRD LOAN MODIFICATION AGREEMENTThird Loan Modification Agreement • November 14th, 2001 • NMS Communications Corp • Telephone & telegraph apparatus
This Third Loan Modification Agreement (this “Loan Modification Agreement’) is entered into as of August 30, 2001, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and NMS COMMUNICATIONS CORPORATION, formerly know as NATURAL MICROSYSTEMS CORPORATION, a Delaware corporation with its chief executive office located at 100 Crossing Boulevard, Framingham, Massachusetts(“Borrower”).
LEASE TERMINATION AND TERMINATION PAYMENT AGREEMENTLease Termination • January 6th, 2009 • LiveWire Mobile, Inc. • Telephone & telegraph apparatus
THIS LEASE TERMINATION AND TERMINATION PAYMENT AGREEMENT (this “Agreement”) is entered into as of the 30th day of December, 2008, by and between NDNE 9/90 CROSSING LIMITED LIABILITY COMPANY, a Massachusetts limited liability company (“9/90 Crossing”), and LiveWire Mobile, Inc. (f/k/a NMS COMMUNICATIONS CORPORATION or NATURAL MICROSYSTEMS CORPORATION), a Delaware corporation (for purposes of this Agreement, hereinafter referred to as “NMS”).
Amendment #1LiveWire Mobile, Inc. • March 31st, 2009 • Telephone & telegraph apparatus
The STANDARD FORM COMMERCIAL LEASE (the “Agreement”) dated the 5th day of February in the year 2008, as between LiveWire Mobile, Inc. of 100 Crossing Boulevard, Framingham, MA 01702 USA (“LESSEE”) and FPK Realty LLC (the “LESSOR”) of 105 Bartlett Street, Marlborough, MA, is hereby amended (this “Amendment”) for the promises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and accepted by both parties. This Amendment is effective as of February 11th, 2008.
STOCK RESTRICTION AGREEMENT (Non-Employee)Stock Restriction Agreement • February 17th, 2006 • NMS Communications Corp • Telephone & telegraph apparatus • Massachusetts
This Stock Restriction Agreement (this “Agreement”) is entered into as of February , 2006 by and between NMS Communications Corporation, a Delaware corporation (“Parent”), and (the “Stockholder”).
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • February 17th, 2006 • NMS Communications Corp • Telephone & telegraph apparatus • Massachusetts
This Stock Restriction Agreement (this “Agreement”) is entered into as of February , 2006 by and between NMS Communications Corporation, a Delaware corporation (“Parent”), and (the “Stockholder”[; for purposes hereof, all references in Section 2(b) and Section 6 to “Stockholder” shall be deemed to refer to [Jawad Ayaz/Vinod Chandran]]).
ESCROW AGREEMENTEscrow Agreement • February 17th, 2006 • NMS Communications Corp • Telephone & telegraph apparatus • Massachusetts
THIS ESCROW AGREEMENT (this “Escrow Agreement”) is made as of February [ ], 2006 by and among NMS Communications Corporation, a Delaware corporation (“Parent”), Openera Technologies, Inc., a Delaware corporation (the “Company”), Joel A. Hughes, as stockholder representative (the “Stockholder Representative”), and U.S. Bank National Association, a national banking association, as escrow agent (the “Escrow Agent”). The Parent, Company and Stockholder Representative are sometimes referred to herein, collectively, as the “Interested Parties.”
