Joint Filing AgreementJoint Filing Agreement • December 5th, 2005 • Vocaltec Communications LTD • Telephone communications (no radiotelephone)
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
WARRANTVocaltec Communications LTD • April 2nd, 2004 • Telephone communications (no radiotelephone) • New York
ARTICLE I. PURCHASE AND SALE OF ASSETSAsset Purchase Agreement • May 12th, 2010 • Vocaltec Communications LTD • Telephone communications (no radiotelephone)
ARTICLE 1 REGISTRATION RIGHTSRegistration Rights Agreement • April 21st, 2006 • Vocaltec Communications LTD • Telephone communications (no radiotelephone)
EXHIBIT 4.1H STOCK REPURCHASE AGREEMENT This STOCK REPURCHASE AGREEMENT (this "Agreement") is entered into by and between VocalTec Communications Ltd., an Israeli limited liability corporation (the "Company"), and Cisco Systems International B.V., a...Stock Repurchase Agreement • June 4th, 2009 • Vocaltec Communications LTD • Telephone communications (no radiotelephone)
AGREEMENT AND PLAN OF MERGER by and among B. Riley Financial, Inc., B. R. Acquisition Ltd. and magicJack VocalTec Ltd.Agreement and Plan of Merger • November 9th, 2017 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 9, 2017, is made by and among B. Riley Financial, Inc., a Delaware corporation (“Parent”), B. R. Acquisition Ltd., an Israeli corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and magicJack VocalTec Ltd., an Israeli corporation (the “Company”). Parent, Merger Sub and the Company are referred to herein collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.
SHARE SALE AND PURCHASE AGREEMENT SHARE SALE AND PURCHASE AGREEMENT dated as of October 27, 2005 by and among VocalTec Communications Ltd., a public company organized under the laws of the State of Israel ("Buyer"), Tdsoft Ltd., a private company...Share Sale and Purchase Agreement • November 7th, 2005 • Vocaltec Communications LTD • Telephone communications (no radiotelephone)
EXHIBIT 4.1G PATENT PURCHASE AGREEMENT This PATENT PURCHASE AGREEMENT (this "AGREEMENT") is entered into, as of the Effective Date (defined below), by and between VocalTec Communications Ltd., an Israeli company, with an office at 60 Medinat Hayehudim...Patent Purchase Agreement • June 4th, 2009 • Vocaltec Communications LTD • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 4.1(h) INDEMNIFICATION UNDERTAKING INDEMNIFICATION UNDERTAKING DATED AS OF NOVEMBER 24, 2005 FROM VOCALTEC COMMUNICATIONS LTD. TO ________ (THE "OFFICE HOLDER") You are or have been appointed as a director or office holder of VocalTec...Vocaltec Communications LTD • April 21st, 2006 • Telephone communications (no radiotelephone)
LOAN AGREEMENTLoan Agreement • April 21st, 2006 • Vocaltec Communications LTD • Telephone communications (no radiotelephone)
EXHIBIT 4.1(f) LEASE AGREEMENT FORT LEE EXECUTIVE PARK One Executive Drive Fort Lee, New Jersey 07024 OWNER - LESSOR: Executive Park, LLC LESSEE: VocalTec, Inc.Lease Agreement • July 2nd, 2001 • Vocaltec Communications LTD • Services-computer integrated systems design • New Jersey
EXHIBIT 4.1(b) Lease Agreement between Tdsoft Ltd. ("Tdsoft") and Limor Hugi and others (the "Lessor") dated April 26, 2004 (The tenant under the lease is Tdsoft. Following the business combination, the VocalTec employees and equipment were removed to...Lease Agreement • April 21st, 2006 • Vocaltec Communications LTD • Telephone communications (no radiotelephone)
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 14th, 2018 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on May 8, 2017 (“Execution Date”) by and between MagicJack VocalTec Ltd. (the “Company”) and Kristin Beischel (the “Executive” and, together with the Company, the “Parties”).
MAGICJACK VOCALTEC LTD RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 16th, 2018 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Florida
SETTLEMENT AGREEMENTSettlement Agreement • February 2nd, 2017 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Delaware
This SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of January 31st, 2017, by and among magicJack VocalTec Ltd., a company organized under the laws of the State of Israel (the “Company”), on the one hand, and David L. Kanen and Kanen Wealth Management LLC (together and including their respective Associates and Affiliates, the “Kanen Group”), on the other hand. The Company and the Kanen Group are each referred to herein as a “Party” and, collectively, as the “Parties.”
Private Placement AgreementPrivate Placement Agreement • November 12th, 2013 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Florida
This Private Placement Agreement, dated as of November 5, 2013 (the “Agreement”), between magicJack Vocaltec Ltd. (the “Company”) and Trustee of the DMB 2012 Family Trust (the “Seller”).
MAGICJACK VOCALTEC LTD. STOCK OPTION AGREEMENTStock Option Agreement • May 13th, 2013 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Florida
AMENDMENT TO MAGICJACK VOCALTEC LTDRestricted Stock Agreement • November 16th, 2017 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone)
THIS AMENDMENT TO MAGICJACK VOCALTEC LTD 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (the “Amendment”) is made this 9th day of November, 2017 by and between magicJack VocalTec Ltd. (the “Company”) and Thomas E.D. Fuller (the “Executive” and, together with the Company, the “Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 12th, 2016 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of March 17, 2016 (“Effective Date”) by and between magicJack Business Subsidiary, Inc., a Florida corporation (the “Company”), an indirect wholly owned subsidiary of magicJack VocalTec Ltd., a company formed under the laws of Israel (“magicJack”) which is a signatory hereto as guarantor of the Company’s obligations and agreements in this Agreement, and Thomas J. Tharrington (the “Executive” and, together with the Company, the “Parties”).
MAGICJACK VOCALTEC LTD. RESTRICTED SHARE GRANT AGREEMENTRestricted Share Grant Agreement • March 15th, 2012 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone)
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 16th, 2018 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Delaware
THIS SHARE PURCHASE AGREEMENT (as amended or restated from time to time, this “Agreement”), dated as of November 9, 2018 (the “Execution Date”), is made by and among B. Riley Principal Investments LLC, a Delaware limited liability company (“Buyer”), and YMax Corporation, a Delaware corporation (“Seller”). Each of Buyer and Seller is referred to as a “Party” and, collectively, the “Parties.”
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 16th, 2017 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone)
THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is made this 9th day of November, 2017 by and between magicJack VocalTec Ltd. (the “Company”) and Don Carlos Bell III (the “Executive” and, together with the Company, the “Parties”).
AMENDMENTS TO INDEPENDENT CONTRACTOR AND STOCK OPTION AGREEMENTS AND RELEASES OF CLAIMSIndependent Contractor and Stock • August 9th, 2017 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone)
WHEREAS, magicJack Vocaltec Ltd. and all of its direct and indirect subsidiaries (collectively, the “Company”) and Gerald T. Vento (“Vento”) entered into an Independent Contractor Agreement dated as of March 9, 2017 (the “Independent Contractor Agreement”) and magicJack Vocaltec Ltd. and Vento entered into a Stock Option Agreement dated as of April 2, 2013 (the “Option Agreement”);
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2018 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone)
THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is made this 16th day of August, 2017 by and between YMax Communications Corp (the “Company”) and Dvir Salomon (the “Executive” and, together with the Company, the “Parties”). Capitalized but undefined terms used in this Amendment shall have the meaning assigned to those terms in the Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 7th, 2015 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered as of December 1, 2015 (“Effective Date”) by and between MagicJack VocalTec Ltd. (the “Company”) and Keith Reed (the “Executive” and, together with the Company, the “Parties”).
ASSET PURCHASE AGREEMENT BY AND AMONG, TODD A. CORRELL, THOMAS J. THARRINGTON, NORTH AMERICAN TELECOMMUNICATIONS CORPORATION, MAGICJACK BUSINESS SUBSIDIARY, INC. and MAGICJACK VOCALTEC LTD. (solely as guarantor of Purchaser’s obligations and...Asset Purchase Agreement • May 12th, 2016 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Florida
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 15, 2016, is made by and among Todd A. Correll (“Correll”), Thomas J. Tharrington (“Tharrington”, together with Correll, “Shareholders” and each individually, a “Shareholder”), North American Telecommunications Corporation, a Florida corporation (as further defined in Section 9.1, “Seller”), magicJack Business Subsidiary, Inc., a Florida corporation (“Purchaser”) and magicJack VocalTec Ltd., an Israeli corporation (“Parent”). Seller and Shareholders are sometimes referred to herein collectively as the “Seller Parties” and each individually as a “Seller Party.” Seller Parties and Purchaser are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.”
OMNIBUS AGREEMENTOmnibus Agreement • November 12th, 2013 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Florida
This Omnibus Agreement (“Agreement”) is entered into this 5th day of November 2013 between magicJack Vocaltec Ltd. (the “Company”), and Daniel Borislow (herein referred to as “Borislow”). Sometimes the Company and Borislow are referred to herein individually as a “party” and collectively as the “parties.”
MAGICJACK VOCALTEC LTD. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 8th, 2013 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Florida
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2011 • Vocaltec Communications LTD • Telephone communications (no radiotelephone) • New York
Amendment No. 1 (this “Amendment”), dated as of September 15, 2010, to the Registration Rights Agreement (the “Registration Rights Agreement”), dated as of July 16, 2010, between VocalTec Communications Ltd., a company organized under the laws of the State of Israel (the “Company”) and Daniel Borislow (the “Stockholder”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • August 10th, 2015 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • New Jersey
magicJack Vocaltec Ltd. (the “Company”) and Timothy McDonald (“Employee”) have agreed that Employee’s employment will terminate effective as of 5pm EST on June 5, 2015 (the “Separation Date”). Employee will receive severance in accordance with the terms of his Employment Agreement between the Company and Employee dated December 13, 2013 (the “Employment Agreement”). Employee will also receive additional compensation in connection with his separation of employment to which he would not otherwise be entitled under the Employment Agreement.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 14th, 2018 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone)
THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is made this 16th day of August, 2017 by and between magicJack VocalTec Ltd. (the “Company”) and Kristin Beischel (the “Executive” and, together with the Company, the “Parties”). Capitalized but undefined terms used in this Amendment shall have the meaning assigned to those terms in the Agreement (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 13th, 2013 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered as of May 8th, 2013 (“Effective Date”) by and between MagicJack VocalTec Ltd. (the “Company”) and Jose Gordo (the “Executive” and, together with the Company, the “Parties”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 10th, 2018 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone)
The parties hereto are entering into this Amendment No. 1, dated as of May 8, 2018 (this “Amendment”), to that certain Agreement and Plan of Merger, dated as of November 9, 2017 (the “Merger Agreement”) by and among B. Riley Financial, Inc., a Delaware corporation (“Parent”), B. R. Acquisition Ltd., an Israeli corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and magicJack VocalTec Ltd., an Israeli corporation (the “Company”). Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Merger Agreement.
COMMERCIAL LEASECommercial Lease • April 2nd, 2013 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Florida
THIS COMMERCIAL LEASE (this “Lease”) is made as of January 2, 2013, between the Landlord and Tenant identified below with respect to the real property located in West Palm Beach, Florida, and more particularly identified below.
EXHIBIT 4.1(j) SUMMARY - LEASE AGREEMENT BETWEEN AYALOT PROPERTY INVESTMENTS (NATANYA) LTD. (THE "LESSOR") AND VOCALTEC COMMUNICATION LTD. ("VOCALTEC" / THE "LESSEE") 1. THE PROPERTY The Lessor who is the owner of all lease rights in the property,...Lease Agreement • May 12th, 2010 • Vocaltec Communications LTD • Telephone communications (no radiotelephone)
