iii) If Consultant shall breach or violate any of the provisions of this Agreement, or fail to perform in a manner reasonably satisfactory to Company any of the duties required of Consultant and such breach, violation or failure shall continue for a...Consulting Agreement • March 31st, 1998 • Vodavi Technology Inc • Telephone & telegraph apparatus • Arizona
Number of Warrant Shares Warrant Price -------------- ------------- 22,500 $4.00 20,000 $4.50 20,000 $5.00 20,000 $5.50 20,000 $6.00 20,000 $6.50 ------- 122,500Vodavi Technology Inc • March 27th, 2000 • Telephone & telegraph apparatus • Arizona
LEASEVodavi Technology Inc • November 13th, 2001 • Telephone & telegraph apparatus • Arizona
RECITALSEmployment Agreement • March 12th, 2004 • Vodavi Technology Inc • Telephone & telegraph apparatus • Arizona
b) If and to the extent that any Guarantor shall, under this Guaranty make a payment (a "Guarantor Payment") of all or any portion of the Guaranteed Obligations, then such Guarantor shall be entitled to contribution and indemnification from, and shall...Guaranty Agreement • August 11th, 1997 • Vodavi Technology Inc • Telephone & telegraph apparatus • New York
BETWEENEmployment Agreement • March 27th, 2000 • Vodavi Technology Inc • Telephone & telegraph apparatus • Arizona
LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "Agreement") is made and entered, effective as of the date set forth below, by and between SANTA BARBARA CONNECTED SYSTEMS CORPORATION, a California corporation ("Licensor"), and VODAVI TECHNOLOGY, INC.,...License Agreement • August 16th, 1999 • Vodavi Technology Inc • Telephone & telegraph apparatus • California
Exhibit 10.50 FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "AMENDMENT") is made and entered into as of March 4, 2002, between VODAVI COMMUNICATIONS SYSTEMS, INC....Credit Agreement • March 31st, 2003 • Vodavi Technology Inc • Telephone & telegraph apparatus • New York
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "AMENDMENT") is made and entered into as of October 31, 1999, between VODAVI COMMUNICATIONS SYSTEMS, INC. ("BORROWER") and...Credit Agreement • March 27th, 2000 • Vodavi Technology Inc • Telephone & telegraph apparatus • New York
EXHIBIT 10.53 ================================================================= =============== CREDIT AGREEMENTCredit Agreement • April 29th, 2003 • Vodavi Technology Inc • Telephone & telegraph apparatus • Arizona
5. Pricing by Vodavi; Payments. The purchase price for the Products shall be set forth on Exhibit B as may be amended from time to time by written notice from Vodavi to Paradigm of a price change at least ninety (90) days prior to the effective date...Strategic Alliance Agreement • August 11th, 1997 • Vodavi Technology Inc • Telephone & telegraph apparatus • Arizona
a. It is expressly agreed by Debtor that, anything herein to the contrary notwithstanding, Debtor shall remain liable under each of its Contracts and each of its Licenses to observe and perform all the conditions and obligations to be observed and...Security Agreement • August 11th, 1997 • Vodavi Technology Inc • Telephone & telegraph apparatus • New York
Remedies on Default. If any Event of Default shall have occurred and be continuing, the Secured Party shall have, in addition to all other rights and remedies given it by this Agreement, those allowed by law and the rights and remedies of a secured...Trademark Security Agreement • August 11th, 1997 • Vodavi Technology Inc • Telephone & telegraph apparatus • New York
2. Distribution of Products by Vodavi. Nothing in this Agreement shall be construed as restricting Vodavi's rights to manufacture, sell and distribute any Products not bearing the trademark and/or name of Fujitsu, except as specifically set forth in...Oem Agreement • November 14th, 1997 • Vodavi Technology Inc • Telephone & telegraph apparatus • Arizona
4. Representations and Warranties. To induce Lender to enter into this Amendment, the Pledgor does hereby warrant, represent and covenant to Lender that: (a) each representation or warranty of the Pledgor set forth in the Pledge Agreement, as amended...Stock Pledge and Security Agreement • August 11th, 1997 • Vodavi Technology Inc • Telephone & telegraph apparatus • New York
OEM PURCHASE AGREEMENT This OEM Purchase Agreement ("Agreement") is made effective as of April 11, 1997, by and between Santa Barbara Connected Systems Corporation, DBA Connected Systems, ("Connected Systems"), located at 126 West Figueroa St., Santa...Oem Purchase Agreement • March 31st, 1998 • Vodavi Technology Inc • Telephone & telegraph apparatus • California
betweenCredit Agreement • August 11th, 1997 • Vodavi Technology Inc • Telephone & telegraph apparatus • New York
VODAVI TECHNOLOGY, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT ("Agreement") is made as of February 4, 1998, by and between VODAVI TECHNOLOGY, INC., a Delaware corporation (the "Company"), and LARRY L. STEINMETZ ("Steinmetz"). WHEREAS,...Stock Option Agreement • January 28th, 2000 • Vodavi Technology Inc • Telephone & telegraph apparatus • Arizona
BILL OF SALE AND ASSIGNMENT THIS BILL OF SALE AND ASSIGNMENT, is made and delivered this 24th day of June 1999, by VODAVI COMMUNICATION SYSTEMS, INC., a Delaware corporation (herein "Seller"), and AZTEC INTERNATIONAL LLC, a Delaware limited liability...Sale and Assignment • August 16th, 1999 • Vodavi Technology Inc • Telephone & telegraph apparatus • Arizona
EMPLOYMENT AGREEMENT EFFECTIVE AS OF JANUARY 1, 2006 BETWEEN VODAVI TECHNOLOGY, INC. AND DAVID A. HUSBANDEmployment Agreement • August 2nd, 2006 • Vodavi Technology Inc • Telephone & telegraph apparatus • Arizona
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of January 29, 2006, to be effective as of January 1, 2006 (the “Effective Date”) by and between VODAVI TECHNOLOGY, INC., a Delaware corporation (“Employer”) and DAVID A. HUSBAND (“Employee”).
REPAIR AND REFURBISHMENT AGREEMENT THIS REPAIR AND REFURBISHMENT AGREEMENT dated as of June , 1999 is made and entered into by and between AZTEC INTERNATIONAL LLC, a Delaware Limited Liability Company and, Vodavi Communications Systems, Inc....Repair and Refurbishment Agreement • August 16th, 1999 • Vodavi Technology Inc • Telephone & telegraph apparatus • Arizona
VOTING AGREEMENTVoting Agreement • October 19th, 2006 • Vodavi Technology Inc • Telephone & telegraph apparatus • Delaware
This Voting Agreement, dated as of October 18, 2006 (this “Agreement”), is by and among Vertical Communications, Inc., a Delaware corporation (“Vertical”), and the other Persons listed on the signatures pages hereto (each a “Stockholder” and collectively, the “Stockholders”).
MEMORANDUM OF UNDERSTANDING October 18, 2006Vodavi Technology Inc • October 19th, 2006 • Telephone & telegraph apparatus
This Memorandum of Understanding (“Memorandum”) sets forth the agreement between LG-Nortel Co.Ltd (“LGN”) and Vertical Communications, Inc (“Vertical”) and relates to the proposed Agreement and Plan of Merger (the “Merger Agreement”) between Vertical, Vodavi Technology, Inc., a Delaware corporation (“Vodavi”), a(nd Vertical Acquisition Sub, Inc., a Delaware corporation (“Vertical Acquisition Sub”) pursuant to which Vodavi will become a wholly owned subsidiary of Vertical (the “Merger”).
EMPLOYMENT AGREEMENT EFFECTIVE AS OF JANUARY 1, 2006 BETWEEN VODAVI TECHNOLOGY, INC. AND GREGORY K. ROEPEREmployment Agreement • August 2nd, 2006 • Vodavi Technology Inc • Telephone & telegraph apparatus • Arizona
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of January 31, 2006, to be effective as of January 1, 2006 (the “Effective Date”) by and between VODAVI TECHNOLOGY, INC., a Delaware corporation (“Employer”) and GREGORY K. ROEPER (“Employee”).
SECOND MODIFICATION AGREEMENTSecond Modification Agreement • May 2nd, 2006 • Vodavi Technology Inc • Telephone & telegraph apparatus • Arizona
This Second Modification Agreement (“Agreement”) is made as of April 28, 2006, by and between VODAVI COMMUNICATIONS SYSTEMS, INC., an Arizona corporation (“Borrower”) and COMERICA BANK, a Michigan banking corporation, successor-by-merger to Comerica Bank-California, a California banking corporation (“Lender”).
VODAVI SINGLE LINE TELEPHONE AGREEMENT ExtensionVodavi Single Line Telephone Agreement Extension • August 11th, 1997 • Vodavi Technology Inc • Telephone & telegraph apparatus
This Agreement is made and entered into on this 4th day of April, 1997 by and between LG Srithai Electronics Co., Ltd ( Formerly Srithai Goldstar Co. Ltd.), a corporation of Thailand with its principle place of business at 71/12 Moo 5 Bangna-Trad Rd. Km. 52 Thakarm Bangpakong Chachoengeao 24130 Thailand ( Here after referred to as LGEST or SGS) and, Vodavi Communications Systems, Inc., an Arizona corporation, having its principle place of business at 8300 East Raintree Dr., Scottsdale, Arizona 85260, USA. (Here after referred to as Vodavi or VCS).
VODAVI KEY SYSTEM AGREEMENTVodavi Key System Agreement • March 29th, 2005 • Vodavi Technology Inc • Telephone & telegraph apparatus • Arizona
MODIFICATION TO CREDIT AGREEMENTCredit Agreement • March 29th, 2005 • Vodavi Technology Inc • Telephone & telegraph apparatus
This Modification to Credit Agreement (this “Modification”) is entered into by and between VODAVI COMMUNICATIONS SYSTEMS, INC., an Arizona corporation (“Borrower”) and COMERICA BANK, successor by merger to Comerica Bank-California, whose Western Division Headquarters is located at 333 West Santa Clara Street, San Jose, California 95113 (“Bank”) on the other hand, as of February 15, 2005.
VOTING AGREEMENTVoting Agreement • October 19th, 2006 • Vodavi Technology Inc • Telephone & telegraph apparatus • Delaware
This Voting Agreement, dated as of October 18, 2006 (this “Agreement”), is by and among Vertical Communications, Inc., a Delaware corporation (“Vertical”), Vodavi Technology, Inc., a Delaware corporation (the “Company”), and LG-Nortel Co. Ltd (“Stockholder”).
AGREEMENT AND PLAN OF MERGER dated as of October 18, 2006 among VERTICAL COMMUNICATIONS, INC., VODAVI TECHNOLOGY, INC., and VERTICAL ACQUISITION SUB INC.Agreement and Plan of Merger • October 19th, 2006 • Vodavi Technology Inc • Telephone & telegraph apparatus • Delaware
AGREEMENT AND PLAN OF MERGER dated as of October 18, 2006 (this “Agreement”) among Vertical Communications, Inc., a Delaware corporation (“Vertical”), Vodavi Technology, Inc., a Delaware corporation (“Vodavi”), and Vertical Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Vertical (“Vertical Acquisition Sub”).
TO EQUIPMENT SCHEDULE NO. 2 TO Master Lease Agreement No. RO551 dated May 13, 1996, (the "Lease") between MATRIX FUNDING CORPORATION, (the "Lessor"), and VODAVI COMMUNICATIONS SYSTEMS, INC., (the "Lessee").Vodavi Technology Inc • November 14th, 1996 • Telephone & telegraph apparatus
OBJECT CODE SOFTWARE LICENSE AGREEMENT This Agreement is entered into by D2 Technologies, Inc. a corporation of the State of California with a place of business at 104 West Anapamu St., Santa Barbara, CA 93101 (hereinafter called "D2") and Vodavi...Object Code Software License Agreement • August 16th, 1999 • Vodavi Technology Inc • Telephone & telegraph apparatus • California
