Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of this 8th day of August, 2001 by and among Artisoft, Inc., a Delaware corporation (the "Company"), and the "Investors" named...Registration Rights Agreement • October 5th, 2001 • Artisoft Inc • Services-prepackaged software • Delaware
AGREEMENTAgreement • September 30th, 2002 • Artisoft Inc • Services-prepackaged software • Arizona
AGREEMENTDistribution Agreement • May 20th, 2003 • Artisoft Inc • Services-prepackaged software • South Carolina
WITNESSETHAsset Purchase Agreement • September 22nd, 2000 • Artisoft Inc • Services-prepackaged software • Delaware
Exhibit 4.5 AMENDMENT TO RIGHTS AGREEMENT This Amendment (this "Amendment") dated as of August 6, 2001 is entered into between Artisoft, Inc., a Delaware corporation (the "Company"), and ComputerShare Investor Services (formerly known as Harris Trust...Rights Agreement • October 5th, 2001 • Artisoft Inc • Services-prepackaged software • Delaware
EXHIBIT 10.17 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of this 27th day of September, 2002 by and among Artisoft, Inc., a Delaware corporation (the "Company"), and the "Investors"...Registration Rights Agreement • September 30th, 2002 • Artisoft Inc • Services-prepackaged software • Delaware
SUBLEASESublease Agreement • January 25th, 2005 • Artisoft Inc • Services-prepackaged software
RECITALSPurchase Agreement • September 30th, 2002 • Artisoft Inc • Services-prepackaged software • Delaware
AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of August 21, 1998, between ARTISOFT, INC., a Delaware corporation (the "Company"), and HARRIS TRUST AND SAVINGS BANK (the "Rights Agent"). The Company and BankOne Arizona, NA (the "Original Rights...Rights Agreement • August 28th, 1998 • Artisoft Inc • Services-prepackaged software
VOTING AGREEMENTVoting Agreement • August 8th, 2002 • Artisoft Inc • Services-prepackaged software • Delaware
betweenPatent License Agreement • December 20th, 2002 • Artisoft Inc • Services-prepackaged software
DATEDAsset Purchase Agreement • September 22nd, 2000 • Artisoft Inc • Services-prepackaged software • Delaware
OFFICE LEASE BY AND BETWEEN SRI MISSION TOWERS II LLC, a Delaware limited liability company, as Landlord and ARTISOFT, INC., a Delaware corporation, (dba “VERTICAL COMMUNICATIONS”) as Tenant For Suite 400, 3979 Freedom Circle Drive, Santa Clara,...Office Lease • October 13th, 2005 • Artisoft Inc • Services-prepackaged software
THIS OFFICE LEASE (“Lease”) is entered and dated for reference purposes only as June 6, 2005, by and between “Landlord” and “Tenant” (as such terms are defined below).
EXHIBIT 10.08 [ARTISOFT(R) LOGO] SEVERANCE AGREEMENT This Agreement, dated as of Feb. 21, 2001, is entered into between Artisoft, Inc. a corporation organized under the laws of the State of Delaware ("Artisoft"), and Mike O'Donnell (the "Executive")....Severance Agreement • September 30th, 2002 • Artisoft Inc • Services-prepackaged software • Massachusetts
SILICON VALLEY BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 15th, 2007 • Vertical Communications, Inc. • Services-prepackaged software • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into on the above date between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Silicon”) and the borrower named above (jointly and severally, individually and collectively, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule and Exhibits to this Agreement (the “Schedule” and the “Exhibits,” respectively) shall for all purposes be deemed to be part of this Agreement, and the same are integral parts of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
ContractVertical Communications, Inc. • March 18th, 2008 • Services-prepackaged software • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 18th, 2008 • Vertical Communications, Inc. • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of March 17, 2008 by and between Vertical Communications, Inc., a Delaware corporation (the “Company”), and the investors set forth on Exhibit A attached hereto (individually, an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2006 • Vertical Communications, Inc. • Services-prepackaged software • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of this 20 day of June 2006 (the “Effective Date”), is entered into by and between Vertical Communications Inc. (the “Company”), a Delaware corporation, having offices at 106 Cattlemen Road, Sarasota, Florida 34232 and Ken Clinebell, a citizen of the United States who resides at 10407 Acelia Way, Tampa FL 33626 (the “Executive”).
ASSET PURCHASE AGREEMENT dated as of September 23, 2004 between Artisoft, Inc. and Vertical Networks IncorporatedAsset Purchase Agreement • September 29th, 2004 • Artisoft Inc • Services-prepackaged software • Massachusetts
This Asset Purchase Agreement is entered into as of September 23, 2004 by and between Artisoft, Inc., a Delaware corporation (the “Buyer”), and Vertical Networks Incorporated, a California corporation (the “Seller”).
INITIAL WARRANTVertical Communications, Inc. • October 19th, 2006 • Services-prepackaged software • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • California
This Intellectual Property Security Agreement (this “IP Agreement”) is made as of the 28th day of September, 2005, by and between VERTICAL COMMUNICATIONS ACQUISITION CORP., a Delaware corporation with its principal place of business at 5 Cambridge Center, Cambridge, Massachusetts (“Grantor”), and SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Lender”).
Amendment No. 1 to Registration Rights Agreement September 28, 2005Registration Rights Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • New York
This Amendment No. 1 to Registration Rights Agreement (this “Agreement”) is made and entered into as of the 28th day of September, 2005 among Artisoft, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (collectively, the “Stockholders”) of shares of the Company’s common stock, $.01 par value per share (the “Common Stock”) to purchase Common Stock who are parties to the 2003 Agreement (as such term is defined below) (such Stockholders holding a sufficient number of shares of Common Stock to take the actions provided for herein).
SECOND LOAN MODIFICATION AGREEMENTSecond Loan Modification Agreement • March 18th, 2008 • Vertical Communications, Inc. • Services-prepackaged software
This Second Loan Modification Agreement (this “Loan Modification Agreement’) is made this 17th day of March, 2008, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and VERTICAL COMMUNICATIONS, INC., a Delaware corporation with its principal place of business at One Memorial Drive, Cambridge, Massachusetts 02142, VERTICAL COMMUNICATIONS ACQUISITION CORP., a Delaware corporation with its principal place of business at One Memorial Drive, Cambridge, Massachusetts 02142, VODAVI TECHNOLOGY, INC., a Delaware corporation with its principal place of business at One Memorial Drive, Cambridge, Massachusetts 02142 and VODAVI COMMUNICATIONS SYSTEMS, INC., an Arizona corporation with its principal place of business at One Memorial Drive, Cambridge, Massa
Exhibit 99.3 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR...Artisoft Inc • October 5th, 2001 • Services-prepackaged software • Delaware
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • December 27th, 2005 • Artisoft Inc • Services-prepackaged software
This Loan Modification Agreement (this “Loan Modification Agreement’) is entered into as of December 21, 2005, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and, ARTISOFT, INC., a Delaware corporation with its principal place of business at One Memorial Drive, Cambridge, Massachusetts 02142 and VERTICAL COMMUNICATIONS ACQUISITION CORP., a Delaware corporation with its principal place of business at One Memorial Drive, Cambridge, Massachusetts 02142 (singly and collectively, jointly and severally, “Borrower”).
Exhibit 99.6 SECOND ADDENDUM TO OEM/RESELLER AGREEMENT The parties hereby enter into this Second Addendum to the OEM/Reseller Agreement ("Agreement"), dated January 18th, 2000 and entered into by and between Artisoft, Inc. ("Artisoft"), a Delaware...Artisoft Inc • February 10th, 2003 • Services-prepackaged software
Consent and Waiver Agreement February 9, 2006Consent and Waiver Agreement • October 16th, 2006 • Vertical Communications, Inc. • Services-prepackaged software • New York
This Consent, Waiver and Release Agreement (this “Agreement”) is made and entered into as of the 9th day of February, 2006 among Artisoft, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (collectively, the “Stockholders”) of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), and warrants (the “Warrants”) to purchase Common Stock who are parties to any of the Prior Agreements or the 2004 Agreement (as such terms are defined below) (such Stockholders holding a sufficient number of shares of Common Stock and interests in the Warrants to take the actions provided for herein).
ARTISOFT, INC. Consent, Waiver and Amendment AgreementConsent, Waiver and Amendment Agreement • October 4th, 2004 • Artisoft Inc • Services-prepackaged software • Delaware
This Consent, Waiver and Amendment Agreement (this “Agreement”) is made and entered into as of the 25th day of September, 2004 among (i) Artisoft, Inc., a Delaware corporation (the “Company”), (ii) each of the undersigned holders (collectively, the “Series B Stockholders”) of the Company’s outstanding shares of Series B Convertible Preferred Stock, $1.00 par value per share (the “Series B Preferred”) (representing a sufficient number and interest of such holders and shares to take the actions provided for herein), and warrants (the “2001 Warrants”) to purchase Common Stock (as defined below) issued pursuant to the 2001 Purchase Agreement (as defined below) (representing a sufficient number and interest of such holders and warrants to take the actions provided for herein), (iii) each of the undersigned holders (collectively, the “Common Stockholders”) of the Company’s Common Stock, $.01 par value per share (the “Common Stock”), constituting all of the investors (or such investors’ assig
JOINDER AGREEMENTJoinder Agreement • October 15th, 2007 • Vertical Communications, Inc. • Services-prepackaged software
On this May 25, 2006, for good and valuable consideration received, VODAVI COMMUNICATIONS SYSTEMS, INC., an Arizona corporation (“Vodavi Comm”), hereby acknowledges and agrees that, upon the execution and delivery of this Joinder Agreement, it shall for all purposes be joined to (i) that Credit Agreement dated as of October 16, 2006 by and among VERTICAL COMMUNICATIONS, INC., a Delaware corporation (“VCI”), Vertical Communications Acquisition Corp., a Delaware corporation (“VCAC”), and Vodavi Technology, Inc., a Delaware corporation (“Vodavi” and together with VCI and VCAC, the “Borrowers” and each a “Borrower”), and Columbia Partners, L.L.C. Investment Management, as agent and investment manager (“Investment Manager”), for the benefit of itself and NEIPF, L.P. (“Lender”); (ii) the Notes, (iii) the Security Agreement and (iv) the Intellectual Property Security Agreement ((i) through (iv) above, collectively, the “Joined Documents” and, each individually, a “Joined Document”)). All of t
CONSENT AND WAIVER AGREEMENT (Subsequent Investors)Consent and Waiver Agreement • May 2nd, 2008 • Vertical Communications, Inc. • Services-prepackaged software • New York
This CONSENT AND WAIVER AGREEMENT (this “Agreement”) is made and entered into as of this 16th day of April, 2008 among Vertical Communications, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (collectively, the “Stockholders”) of (i) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and warrants to purchase Common Stock (the “Warrants”) and (ii) the Company’s Series E Convertible Preferred Stock, par value $1.00 per share (the “Series E Preferred Stock”), each of whom are parties to any of the Prior Agreements (as such term is defined below) (such Stockholders holding a sufficient number of shares of Common Stock, Warrants and/or Series E Preferred Stock to take the actions provided for herein).
ContractArtisoft Inc • October 13th, 2005 • Services-prepackaged software • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.
Amendment No. 1 to Stock Purchase Agreement September 28, 2005Stock Purchase Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • New York
This Amendment No. 1 to Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 28th day of September, 2005 among Artisoft, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (collectively, the “Stockholders”) of shares of the Company’s common stock, $.01 par value per share (the “Common Stock”) to purchase Common Stock who are parties to the 2004 Agreement (as such term is defined below) (such Stockholders holding a sufficient number of shares of Common Stock to take the actions provided for herein).
PATENT LICENSE AGREEMENTPatent License Agreement • October 16th, 2006 • Vertical Communications, Inc. • Services-prepackaged software • California
THIS AGREEMENT is made and entered into this 24th day of May, 2006 (“Effective Date”) by and between Vertical Communications, Inc., a corporation organized and existing under the laws of Delaware and having an office at One Memorial Drive, Cambridge, MA 02142 (“Vertical Communications”), and Converged Data Solutions LLC, a limited liability company, organized and existing under the laws of Illinois and having an office at 1550 N. Lake Shore Drive, No. 16C, Chicago, IL 60610 (“C-Data”), referred to herein individually as “a party” and collectively as “the parties.”
WITNESSETH:Software Purchase Agreement • January 25th, 2005 • Artisoft Inc • Services-prepackaged software • California
PURCHASE AGREEMENTAssignment and Amendment • September 18th, 2003 • Artisoft Inc • Services-prepackaged software • Delaware
Alice Ann Corporation Alice Ann Corporation c/o Perkins Capital Management, Inc. 730 East Lake Street Wayzata, Minnesota 55391-1769 Tel: (952) 473-8367 $ 30,000.00 20,000 20,000
