0000950134-07-000918 Sample Contracts

VERAZ NETWORKS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DECEMBER 19, 2006
Investor 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.”

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VERAZ NETWORKS, INC. AMENDED AND RESTATED VOTING AGREEMENT
Voting 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”).

VERAZ NETWORKS, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENT FIRST CLOSING: DECEMBER 19, 2006 SECOND CLOSING: JANUARY 11, 2007
Preferred Stock Purchase Agreement • January 22nd, 2007 • Veraz Networks, Inc. • Services-computer integrated systems design • California
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