Amendment of Voting Agreement. Subject to the terms of this Amendment, the parties intend that the Voting Agreement shall remain applicable in all respects in accordance with its original terms to the Merger Agreement as amended including the revised Merger Consideration of $4.50 (except that the final expiration deadline of the Voting Agreement is to be extended to August 31, 2008) and accordingly the two references to “June 30, 2008” in Section 6 of the Voting Agreement are hereby changed to read “August 31, 2008” and the first recital of the Voting Agreement is hereby amended and restated in its entirety to read as follows:
Amendment of Voting Agreement. The Voting Agreement is hereby amended so that, upon issuance of the JKC Securities to JKC:
a. The introductory paragraph of the Voting Agreement shall be amended to add the holders of Series A-2 Preferred Stock as parties to thereto: “This Amended and Restated Voting Agreement (the “Agreement”) is made and entered into as of November 21, 2012, by and among SONIM TECHNOLOGIES, INC., a Delaware corporation (the “Company”), those certain holders of the Company’s Common Stock (“Common Stock”) and options to purchase Common Stock (“Options”) listed on Exhibit A hereto (each a “Key Holder” and together, the “Key Holders”) and those holders of the Company’s Common Stock, Series A Preferred Stock (the “Series A Preferred”), Series A-1 Preferred Stock (the “Series A-1 Preferred”), Series A-2 Preferred Stock (the “Series A-2 Preferred”) and Series B Preferred Stock (the “Series B Preferred” and, together with the Series A Preferred, the Series A-1 Preferred, and Series A-2 Preferred, the “Series Preferred”) and/or Common Stock into which any shares of Series Preferred have been, or will be, converted listed on Exhibit B hereto (the “Investors”). Capitalized terms used but not defined herein shall have the meanings set forth in that certain Preferred Stock Purchase and Exchange Agreement of even date herewith (the “Purchase Agreement”).”
b. Section 1.2 shall be amended and restated to read in its entirety as follows:
Amendment of Voting Agreement. The Company and the holders of the requisite number of shares of Company capital stock under the Voting Agreement, on behalf of all parties to such agreement, hereby agree that upon the consummation of the Merger, the Voting Agreement shall be amended as set forth in Exhibit C hereto.
Amendment of Voting Agreement. Acting in accordance with Section 10(h) of the Voting Agreement, the Company, the Stockholders (as defined in the Voting Agreement) holding Shares (as defined in the Voting Agreement) representing a majority of the voting power of all Shares then held by the Stockholders and the Investor Majority (as defined in the Voting Agreement), hereby agree as follows:
(a) The references to “Series E Purchase Agreement” in the Voting Agreement shall mean the Series E Purchase Agreement (as defined in the Voting Agreement), as amended by this Amendment.
(b) Section 1 of the Voting Agreement is hereby amended and restated in its entirety to read as follows:
Amendment of Voting Agreement. Effective and contingent upon the execution of the LSA, the Voting Agreement is hereby amended as follows:
a. The introductory paragraph of the Voting Agreement shall be amended to include within the definition of the “Series Preferred” shares of the Company’s Series A-3 Preferred Stock.
Amendment of Voting Agreement. Effective as of and contingent upon the Second Tranche Closing, the Voting Agreement is hereby amended as follows:
Amendment of Voting Agreement. The Voting Agreement is hereby amended by deleting Section 2.1(a) thereof in its entirety and amending and restating such Section 2.1(a) as follows:
(a) the date of the closing of a Reverse Merger (as such term is defined in the Certificate of Incorporation) or the date on which a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) covering the offer and sale of shares of Common Stock in connection with a Qualified Public Offering is declared or ordered or otherwise becomes effective (and in each case such termination shall occur immediately prior to such effectiveness).”
Amendment of Voting Agreement. 10.1 The Voting Agreement is hereby amended to add OPKO as a party thereto as an “Investor,” with such amendment to be effective upon OPKO’s purchase of shares of the Company’s Series A Preferred Stock at the Second Closing (as such term is defined in the Purchase Agreement) under the Purchase Agreement and OPKO’s execution of a counterpart signature page to the Voting Agreement. The Company is hereby authorized to update Schedule A to the Voting Agreement to reflect such amendment.
10.2 The defined term “Purchase Agreement” when used in the Voting Agreement is hereby amended to mean “that certain Series A Preferred Stock Purchase Agreement, dated September 19, 2008, between the Company and the holders of the Company’s Series A Preferred Stock, as such agreement may be amended from time to time.”
Amendment of Voting Agreement. The Stock Sale Agreement is hereby amended by deleting Section 1.3(b) thereof in its entirety and amending and restating such Section 1.3(b) as follows:
(b) For so long as holders of the Company’s Class A Common Stock and Class B Common Stock are entitled under the Certificate of Incorporation, voting as a separate class, to elect five (5) members of the Board (the “Common Directors”), the Common Directors shall be five (5) individuals nominated by holders of a majority of the then outstanding Key Common Holder Shares. Any vote or action by written consent taken to remove any director elected pursuant to this Section 1.3(b), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.3(b), shall also be subject to the provisions of this Section 1.3(b). The Series E Directors and Common Directors are collectively referred to herein as “Designated Directors.””
Amendment of Voting Agreement. The Voting Agreement is hereby amended by deleting clause (ii) of Section 1(b) thereof in its entirety and inserting in lieu thereof the following:
