Shares SHORETEL, INC. Common Stock, Par Value $0.001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2007 • ShoreTel Inc • Telephone & telegraph apparatus • New York
Lehman Brothers Inc. J.P. Morgan Securities Inc., As Representatives of the several Underwriters named in Schedule 1 attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
50,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of March 15, 2012, among SHORETEL, INC. as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and SILICON VALLEY BANK, as Administrative AgentCredit Agreement • May 10th, 2012 • ShoreTel Inc • Telephone & telegraph apparatus • California
THIS CREDIT AGREEMENT (this “Agreement”), dated as of March 15, 2012, is entered into by and among SHORETEL, INC., a Delaware corporation (the “Borrower”), the banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 27th, 2017 • ShoreTel Inc • Telephone & telegraph apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 26, 2017 (this “Agreement”), by and among MITEL US HOLDINGS, INC., a Delaware corporation (“Parent”), SHELBY ACQUISITION CORPORATION, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), SHORETEL, INC., a Delaware corporation (the “Company”) and, solely with respect to the matters set forth in Section 1.1(i), Section 5.8, Section 5.10, Section 8.15(a) and Section 8.17, MITEL NETWORKS CORPORATION, a Canadian corporation (“Guarantor”).
Amended and Restated Guarantee and Collateral AgreementGuarantee and Collateral Agreement • February 6th, 2015 • ShoreTel Inc • Telephone & telegraph apparatus • California
This AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of October 22, 2014 is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”), in favor of SILICON VALLEY BANK, as administrative agent (together with its successors, in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (each a “Lender” and, collectively, the “Lenders”) from time to time parties to that certain Amended and Restated Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among SHORETEL, INC., a Delaware corporation (the “Borrower”), the Lenders party thereto and the Administrative Agent.
SILICON VALLEY BANK AMENDED AND RESTATED CREDIT AGREEMENT $100,000,000 SENIOR SECURED CREDIT FACILITIES AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 6th, 2015 • ShoreTel Inc • Telephone & telegraph apparatus • California
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of October 22, 2014, is entered into by and among SHORETEL, INC., a Delaware corporation (the “Borrower”), the banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK, as the Issuing Lender and the Swingline Lender (as such terms are defined below), and SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
RETENTION INCENTIVE AGREEMENTRetention Incentive Agreement • February 9th, 2009 • ShoreTel Inc • Telephone & telegraph apparatus • California
This Retention Incentive Agreement (the “Agreement”) is made and entered into as of , 2008, (the “Effective Date”) by and between ShoreTel, Inc., a Delaware corporation (the “Company”), and (the “Executive”).
MERGER AGREEMENT by and among SHORETEL, INC. ATOLL ACQUISITION CORP., AGITO NETWORKS, INC. and JASON MATLOF, as EFFECTIVE TIME HOLDERS’ AGENT Dated as of October 19, 2010Merger Agreement • October 21st, 2010 • ShoreTel Inc • Telephone & telegraph apparatus • Delaware
June 16, 2017Confidentiality Agreement • August 17th, 2017 • ShoreTel Inc • Telephone & telegraph apparatus
In connection with the consideration of a possible acquisition between Mitel Networks Corporation (“Mitel”) and ShoreTel, Inc. (the “Company” and, together with Mitel, the “Parties” and each of them, a “Party”), each Party has furnished or may furnish to the other Party certain information that is proprietary, non-public and/or confidential concerning it, its affiliates or subsidiaries and/or its business. Any such possible acquisition involving the parties is referred to herein as a “Transaction.”
ODM Product Development and Purchase Agreement Between Giant Electronics And ShoreTelOdm Product Development and Purchase Agreement • May 1st, 2007 • ShoreTel Inc • Telephone & telegraph apparatus • California
This ODM product development and purchase agreement (“Agreement”) is entered into between Giant Electronic Ltd., a Hong Kong company, with its principal place of business at 7/F., Elite Industrial Building, 135-137 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong (“Giant”), and ShoreTel, Inc. (“ShoreTel”), a California corporation with its principal place of business at 960 Stewart Drive, Sunnyvale, California 94085, USA. This Agreement shall be effective as of May 1, 2003 (“Effective Date”). Giant and ShoreTel are sometimes referred to herein individually as a “Party” or collectively as “the Parties”.
Membership Interest Purchase AgreementMembership Interest Purchase Agreement • January 8th, 2016 • ShoreTel Inc • Telephone & telegraph apparatus • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of December 21, 2015 (the “Agreement Date”), by and among ShoreTel, Inc., a Delaware corporation (“Acquirer”), Corvisa Services LLC, a Delaware limited liability company (“Seller”), and Novation Companies, Inc., a Maryland corporation (“Parent”).
Parties to Tier II Retention Incentive Agreements:Retention Incentive Agreement • May 9th, 2011 • ShoreTel Inc • Telephone & telegraph apparatus • California
This Retention Incentive Agreement (the “Agreement”) is made and entered into as of _________, 2011 (the “Effective Date”), by and between ShoreTel, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 9th, 2011 • ShoreTel Inc • Telephone & telegraph apparatus • California
This Executive Employment Agreement (the “Agreement”) is made and entered into as of December 9, 2010 (“Effective Date”), by and between ShoreTel, Inc., a Delaware corporation (the “Company”), and Peter Blackmore (the “Executive”).
Re: (i) Credit Agreement, dated as of March 15, 2012, among ShoreTel, Inc., a Delaware corporation (the “Borrower”), the “Lenders” party thereto (each a “Lender” and, collectively, the “Lenders”), and Silicon Valley Bank, a California corporation, as...Credit Agreement • February 8th, 2013 • ShoreTel Inc • Telephone & telegraph apparatus • California
The Borrower has informed the Administrative Agent that certain of the documents, agreements, certificates and other items required to be delivered by or on behalf of the Borrower and/or the Acquired Business on a post-closing basis pursuant to Section 4.3 of the Credit Agreement will not be delivered on or prior to the respective delivery due dates specified therefor in such Section 4.3 of the Credit Agreement (as modified by the terms of the First Waiver, the Second Waiver, the Third Waiver and the Fourth Waiver). In addition, the Borrower has proposed to the Administrative Agent and the Lenders that certain provisions of the Credit Agreement be amended as contemplated herein and the Borrower and the Acquired Business have proposed that certain provisions of the Guarantee and Collateral Agreement be amended as contemplated herein. As a result of the foregoing, (a) the Borrower has requested that the Administrative Agent and the Required Lenders (i) extend the respective dates by whic
TERMINATION RELEASE AGREEMENTTermination Release Agreement • November 5th, 2010 • ShoreTel Inc • Telephone & telegraph apparatus
In consideration of the severance benefits (the “Severance Benefits”) offered to me by ShoreTel, Inc. (the “Employer”) as set forth on Exhibit A and in connection with the termination of my employment, I agree to the following general release (the “Release”).
August 16, 2011Board Observer Rights Agreement • September 12th, 2011 • ShoreTel Inc • Telephone & telegraph apparatus
ShoreTel, Inc. July 19, 2004Terms of Employment Separation and Releases of Claims • February 12th, 2007 • ShoreTel Inc
This letter confirms the agreement (this “Agreement’) between you and ShoreTel, Inc. (the “Company” or “ShoreTel”) concerning your separation of employment with the Company.
LEASE AGREEMENTLease Agreement • September 12th, 2011 • ShoreTel Inc • Telephone & telegraph apparatus
THIS LEASE AGREEMENT is made this 21 day of July, 2011, between BRE/US Industrial Properties, L.L.C., a Delaware limited liability company ("Landlord"), and the Tenant named below.
SECOND AMENDMENTLease Agreement • February 7th, 2014 • ShoreTel Inc • Telephone & telegraph apparatus
THIS SECOND AMENDMENT (this “Amendment”) is made and entered into as of the last date set forth in the signature blocks below, by and between WILSON OAKMEAD WEST, LLC, a Delaware limited liability company (“Landlord”), and SHORETEL, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • September 10th, 2009 • ShoreTel Inc • Telephone & telegraph apparatus
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is dated for reference purposes only as of June 18, 2009, by and between CARR NP PROPERTIES, L.L.C., a Delaware limited liability company ("Landlord"), and SHORETEL, INC., a Delaware corporation ("Tenant").
November 22, 2013 Keith Nealon c/o ShoreTel, Inc.Transitional Employment Agreement • February 7th, 2014 • ShoreTel Inc • Telephone & telegraph apparatus • Texas
TENDER SUPPORT AGREEMENTTender Support Agreement • July 27th, 2017 • ShoreTel Inc • Telephone & telegraph apparatus • Delaware
This TENDER SUPPORT AGREEMENT (this “Agreement”), dated as of July 26, 2017, is entered into by and among MITEL US HOLDINGS, INC., a Delaware corporation (“Parent”), SHELBY ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Person set forth on Schedule A (“Stockholder”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 6th, 2010 • ShoreTel Inc • Telephone & telegraph apparatus • California
This Executive Employment Agreement (the “Agreement”) is made and entered into as of February 22, 2010 (“Effective Date”), by and between ShoreTel, Inc., a Delaware corporation (the “Company”), and John W. Combs (the “Executive”).
OFFICE LEASE OAKMEAD WEST Between CARR NP PROPERTIES, L.L.C., a Delaware limited liability company, as Landlord, and SHORETEL, INC., a California corporation, as Tenant.Office Lease • May 25th, 2007 • ShoreTel Inc • Telephone & telegraph apparatus • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between CARR NP PROPERTIES, L.L.C., a Delaware limited liability company (“Landlord”), and SHORETEL, INC.,a California corporation (“Tenant”).
Jabil Circuit MANUFACTURING SERVICES AGREEMENT Between JABIL CIRCUIT, INC. And SHORETELManufacturing Services Agreement • February 12th, 2007 • ShoreTel Inc • California
This Manufacturing Agreement (“Agreement”) is entered into by and between Jabil Circuit, Inc., a Delaware corporation (“Jabil”), having offices at 10560 Dr. M.L. King Jr. Street, North St. Petersburg, Florida 33716, on behalf of Jabil and its Subsidiaries, and ShoreTel, Inc,, a California corporation (“Company”), having its principal place of business at 960 Stewart Dr, Sunnyvale, CA 94086. Jabil and Company are referred to herein as “Party” or “Parties”.
ShoreTel, Inc.Employment Agreement • February 12th, 2007 • ShoreTel Inc • California
On behalf of the Board of Directors of ShoreTel, Inc. (the “Company”), I am pleased to offer you employment with the Company on the terms set forth in this letter agreement (the “Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 12th, 2013 • ShoreTel Inc • Telephone & telegraph apparatus • California
This Executive Employment Agreement (the “Agreement”) is made and entered into as of August 12, 2013 (“Effective Date”), by and between ShoreTel, Inc., a Delaware corporation (the “Company”), and Donald Joos (the “Executive”).
August 5, 2015 ShoreTel, Inc. Sunnyvale, CA 94085 Attn: Michael Healy, CFOCredit Agreement • August 7th, 2015 • ShoreTel Inc • Telephone & telegraph apparatus • California
Re: Amended and Restated Credit Agreement, dated as of October 22, 2014, among SHORETEL, INC., a Delaware corporation ( the “Borrower”), the several banks and other financial institutions or entities party thereto (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”) (as amended, restated, amended and restated, supplemented, restructured or otherwise modified prior to the date hereof, the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to such terms in the Credit Agreement.
SHORELINE COMMUNICATIONS, INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 12th, 2007 • ShoreTel Inc • California
This Change of Control Agreement (the “Agreement”) is made and entered into effective as of August 1, 2001 (the “Effective Date”), by and between Edwin J. Basart (the “Employee”) and Shoreline Communications, Inc., a California corporation (the “Company”).
June 2, 2014 ShoreTel, Inc. Sunnyvale, CA 94085 Attn: Michael Healy, CFOCredit Agreement • September 11th, 2014 • ShoreTel Inc • Telephone & telegraph apparatus • California
Re: (i) That certain Credit Agreement, dated as of March 15, 2012, among ShoreTel, Inc., a Delaware corporation (the “Borrower”), the sole “Lender” party thereto (the “Lender”), and Silicon Valley Bank, a California corporation, as administrative agent and collateral agent for the sole Lender (in such capacity, the “Administrative Agent”) (as amended by the Fifth Waiver and First Amendment (defined below), the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), and (ii) that certain consent, waiver and amendment letter agreement, dated as of November 12, 2012, among the Borrower, the Acquired Business, the sole Lender and the Administrative Agent (the “Fifth Waiver and First Amendment”).
INDEMNITY AGREEMENTIndemnification Agreement • May 1st, 2007 • ShoreTel Inc • Telephone & telegraph apparatus • Delaware
This Indemnity Agreement (this “Agreement”), dated as of , ___ is made by and between ShoreTel, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
First Amendment to the Executive Employment AgreementExecutive Employment Agreement • September 12th, 2016 • ShoreTel Inc • Telephone & telegraph apparatus
This First Amendment (the “Amendment”) to the Executive Employment Agreement dated August 12, 2013 (the “Agreement”), by and between ShoreTel, Inc., a Delaware corporation (“ShoreTel”) and Donald Joos (the “Executive”) is effective as of the last date set forth in the signature block below (the “Effective Date”). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Agreement.
SHORETEL, INC. SEVENTH AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • February 12th, 2007 • ShoreTel Inc • California
This SEVENTH AMENDED AND RESTATED RIGHTS AGREEMENT (this “Rights Agreement”) is entered into as of October 20, 2004, by and among ShoreTel, Inc., a California corporation (the “Company”), the persons and entities listed on Exhibit A hereto (the “Investors”), Edwin J. Basart, Michael Harrigan, Ray C. Combs, David P. Dix and David S. Korn (each a “Common Holder” and collectively, the “Common Holders”) and with respect to Section 1 only, Silicon Valley Bank (“SVB”).
SHORETEL, INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 12th, 2007 • ShoreTel Inc • California
This Change of Control Agreement (the “Agreement”) is made and entered into effective as of August 5th, 2004 (the “Effective Date”), by and between John W. Combs (the “Employee”) and ShoreTel, Inc., a California corporation (the “Company”).
Agreement and Plan of Reorganization by and among ShoreTel, Inc., Mets Acquisition Corp., Mets Acquisition II LLC, M5 Networks, Inc. and Fortis Advisors LLC, as Effective Time Holders’ Agent Dated as of January 31, 2012Agreement and Plan of Reorganization • February 9th, 2012 • ShoreTel Inc • Telephone & telegraph apparatus • Delaware
LEASE AGREEMENT BETWEEN RIVER PLACE CORPORATE PARK, LP AS LANDLORD, AND SHORETEL, INC. AS TENANT, COVERING APPROXIMATELY 10,683 RENTABLE SQUARE FEET OF THE BUILDING KNOWN AS RIVER PLACE CORPORATE PARK, BUILDING IV LOCATED AT 6500 RIVER PLACE BLVD....Lease Agreement • February 4th, 2011 • ShoreTel Inc • Telephone & telegraph apparatus
