VAROLII CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2007 • Varolii CORP • Services-business services, nec • New York
Varolii Corporation, a Washington corporation (the “Company”), proposes to sell [ ] shares (the “Firm Stock”) of the Company’s common stock, par value $[ ] per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to [ ] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
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.
EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2007 • Varolii CORP • Services-business services, nec • Washington
This Employment Agreement (the “Agreement”) is dated as of June 1, 2006, by and between Don Schlosser (“Executive”) and Par3 Communications, Inc., a Washington corporation (the “Company”), and sets forth the terms and conditions with respect to Executive’s employment with the Company as of and after the date of this Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 18th, 2007 • Varolii CORP • Services-business services, nec • Washington
This Indemnification Agreement (this “Agreement”) is made as of , 20 by and between Varolii Corporation (the “Company”), and (“Indemnitee”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT OF VAROLII CORPORATIONInvestors’ Rights Agreement • October 18th, 2007 • Varolii CORP • Services-business services, nec
This Amendment No. 2 (the “Amendment”) to Second Amended and Restated Investors’ Rights Agreement dated as of August 7, 2002 (the “Agreement”), is entered into as of September 12, 2007, by and among Varolii Corporation, a Washington corporation (the “Company”), and the undersigned holders of Registrable Securities (as such term is defined in the Agreement).
Agreement and Plan of Merger Among PAR3 Communications, Inc., EWW Acquisition Corp., EnvoyWorldWide, Inc. and Battery Ventures V, L.P., as Representative November 21, 2005Merger Agreement • November 6th, 2007 • Varolii CORP • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 21, 2005 (the “Agreement Date”) by and among PAR3 Communications, Inc., a Washington corporation (“PAR3”), EWW Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of PAR3 (“Merger Sub”), EnvoyWorldWide, Inc., a Delaware corporation (the “Company”), and Battery Ventures V, L.P., as Representative, solely with respect to Article IX hereof and such other provisions hereof which specifically refer to such Representative (the “Representative”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT OF PAR3 COMMUNICATIONS, INC.Investors’ 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 RELEASEGeneral Release Agreement • 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”).
July 1, 2007Termination of Employment Agreement • October 18th, 2007 • Varolii CORP • Services-business services, nec
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • January 9th, 2008 • Varolii CORP • Services-business services, nec
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”).
