AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT No. V06205Loan and Security Agreement • September 14th, 2007 • Varolii CORP • Illinois
This Amended and Restated Loan and Security Agreement (this “Loan Agreement”), made as of April 28, 2006, and as amended and restated as of July 20, 2007, by and between BlueCrest Venture Finance Master Fund Limited, as assignee of Ritchie Debt Acquisition Fund, Ltd., as assignee of RAM Opportunity Fund I, L.L.C., (“Lender”), c/o BlueCrest Capital Finance, L.P., 225 West Washington Street, Chicago, IL 60606, and Varolii Corporation, formerly known as PAR3 Communications, Inc. (“Borrower”), a Washington corporation with its principal place of business at 821 Second Avenue, Suite 1000 – 10th Floor, Seattle, WA 98104.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT OF PAR3 COMMUNICATIONS, INC.Rights Agreement • September 14th, 2007 • Varolii CORP
This Amendment No. 1 (the “Amendment”) to Second Amended and Restated Investors’ Rights Agreement, is entered into as of December 6, 2005, by and between PAR3 Communications, Inc., a Washington corporation (the “Company”), and the holders of at least a majority of the Company’s Preferred Stock listed on the Schedule of Investors attached as Exhibit A to such agreement (collectively, the “Investors”), Scott Sikora and Michael Ho (the “Founders”), and the former holders of the Series E Preferred Stock of EnvoyWorldWide, Inc., a Delaware corporation (“EnvoyWorldWide”), listed on Exhibit A hereto (the “EnvoyWorldWide Holders”).
AGREEMENT AND GENERAL RELEASEAgreement and General Release • September 14th, 2007 • Varolii CORP
For good and valuable consideration, rendered to resolve and settle finally, fully, and completely all matters that now or may exist between them, the parties below enter this Agreement and General Release as of September 1, 2006.
SUB-SUBLEASESub-Sublease • September 14th, 2007 • Varolii CORP
This Sub-Sublease (this “Sublease”) is entered into as of February 11, 2004 by and between INTEQ CORPORATION (“Sublessor”), and ENVOYWORLDWIDE, INC. (“Sublessee”).
OFFICE LEASE BETWEEN CRESCENT REAL ESTATE FUNDING VIII, L.P. (“LANDLORD”) AND PAR3 COMMUNICATIONS, INC. (“TENANT”)Office Lease • September 14th, 2007 • Varolii CORP
This Office Lease (this “Lease”) is entered into by and between CRESCENT REAL ESTATE FUNDING VIII, L.P., a Delaware limited partnership (“Landlord”), and PAR3 COMMUNICATIONS, INC., a Washington corporation (“Tenant”), and shall be effective as of the date set forth below Landlord’s signature (the “Effective Date”).
PAR3 COMMUNICATIONS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 14th, 2007 • Varolii CORP • Washington
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2002 by and among Par3 Communications, Inc., a Washington corporation (the “Company”), Scott Sikora and Michael Ho (collectively, the “Founders”) and the parties, including the holders of the Company’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (each an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached hereto as Exhibit A (the “Schedule of Investors”).
