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.”
AGREEMENT AND PLAN OF MERGER BY AND AMONG OPENERA TECHNOLOGIES, INC. ORCA ACQUISITION CORPORATION NMS COMMUNICATIONS CORPORATION CERTAIN OF THE STOCKHOLDERS OF OPENERA TECHNOLOGIES, INC. AND WITH RESPECT TO ARTICLES IX, X AND XI ONLY JOEL A. HUGHES,...Agreement and Plan of Merger • February 17th, 2006 • NMS Communications Corp • Telephone & telegraph apparatus • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of February 13, 2006 by and among NMS Communications Corporation, a Delaware corporation (“Parent”), Orca Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Openera Technologies, Inc., a Delaware corporation (the “Company”), Brahma Holdings, L.P., a Texas limited partnership, Salar L.P., a Texas limited partnership, Salar Holdings Trust, a trust organized under the laws of Texas, Jawad Ayaz, Vinod Chandran, Wasi Ayaz and Joel A. Hughes (each, a “Principal Stockholder,” and collectively the “Principal Stockholders”), and with respect to Article IX, Article X and Article XI hereof only, Joel A. Hughes, as stockholder representative (the “Stockholder Representative”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • February 17th, 2006 • NMS Communications Corp • Telephone & telegraph apparatus • Massachusetts
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of February 13, 2006, by and among the undersigned holders (collectively, the “Principal Stockholders”) of shares of the common stock, $.0001 par value per share (“Company Common Stock”), and the Series A Preferred Stock, $.0001 par value per share (“Company Preferred Stock,” and together with the Company Common Stock, the “Company Capital Stock”), of Openera Technologies, Inc., a Delaware corporation (the “Company”), and NMS Communications Corporation, a Delaware corporation (“Parent”).
