November 17, 2004 Doug Sabella Re: Offer of Employment with Veraz Networks, Inc. Dear Doug:Veraz Networks, Inc. • October 20th, 2006
Veraz Networks, Inc. (the “Company”) is pleased to offer you employment as the Company’s President and Chief Executive Officer on the terms and conditions set forth in this letter agreement (the “Agreement”). If you agree to the terms and conditions set forth herein, please initial the bottom of each page and sign where indicated below. Your employment with the Company pursuant to this Agreement will begin on December 1, 2004 (the “Commencement Date”).
NEXVERSE NETWORKS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT OCTOBER 30, 2002Investor Rights Agreement • October 20th, 2006 • Veraz Networks, Inc. • California
This Amended and Restated Investor Rights Agreement (this “Agreement”) is entered into as of the 30th day of October, 2002, by and among NexVerse Networks, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
April 13, 2005 Mr. Al Wood C/O Veraz Networks, Inc. 926 Rock Avenue, Suite 20 San Jose, CA 95131 Re: Offer of Employment with Veraz Networks, Inc. Dear Al:Nondisclosure Agreement • October 20th, 2006 • Veraz Networks, Inc. • California
Veraz Networks, Inc. (the “Company”) is pleased to offer you employment as the Company’s Chief Financial Officer on the terms and conditions set forth in this letter agreement (the “Agreement”).
Addendum to the Unprotected Tenancy Contract of 31/12/2003 Made and Executed in Tel Aviv, this 3rd day of November, 2005Veraz Networks, Inc. • October 20th, 2006
SUBLEASE AGREEMENT AMENDMENT (FORT LAUDERDALE)Sublease Agreement • October 20th, 2006 • Veraz Networks, Inc.
THIS SUBLEASE AGREEMENT AMENDMENT (“Amendment”) is made effective as of the 31st day of January 2006 by and between ECI TELECOM INC., a Delaware corporation (“Sublandlord”) and VERAZ NETWORKS, INC. (“Subtenant”) and amends that certain Sublease Agreement by and between Sublandlord and Subtenant entered in as of the 31st day of August 2004 (“Sublease”).
EXHIBIT C TO SEPARATION AGREEMENT INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • October 20th, 2006 • Veraz Networks, Inc.
This Intellectual Property Assignment Agreement (the “Agreement”), entered into as of December 31, 2002 among ECI TELECOM LTD. (“ECI TELECOM”), ECI TELECOM NGTS LTD. (“NGTS”) and VERAZ NETWORKS, LTD. (formerly Chorale Networks Ltd.) (“Veraz”). ECI TELECOM and NGTS are referred to collectively as “ECI.” Veraz and ECI are referred to collectively as the “Parties.”
SECOND AMENDMENT TO INDUSTRIAL LEASE AGREEMENTIndustrial Lease Agreement • October 20th, 2006 • Veraz Networks, Inc.
This Second Amendment dated April 7, 2005, to that certain Lease dated December 2001 by and between Balch LLC, a California Limited Liability Company (“Lessor”) and Veraz Networks, Inc., a Delaware Corporation (“Lessee”), formerly known as NexVerse Networks, Inc., a Delaware Corporation.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 20th, 2006 • Veraz Networks, Inc.
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), entered into as of December 31, 2002 by and between ECI TELECOM — NGTS INC. (“Seller”) and VERAZ NETWORKS INTERNATIONAL, INC. (“Veraz U.S.”). Seller and Veraz are referred to collectively as the “Parties.”
NEXVERSE NETWORKS, INC. AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • October 20th, 2006 • Veraz Networks, Inc. • California
This Amended and Restated Voting Agreement (the “Agreement”) is made and entered into as of this 30th day of October, 2002, by and among NexVerse Networks, Inc., a Delaware corporation (the “Company”), those certain holders of the Company’s Common Stock listed on Exhibit A hereto (the “Key Holders”) and the persons and entities listed on Exhibit B hereto (the “Investors”).
DCME MASTER MANUFACTURING AND DISTRIBUTION AGREEMENTDcme Master Manufacturing and Distribution Agreement • October 20th, 2006 • Veraz Networks, Inc.
This DCME MASTER MANUFACTURING AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of December 31, 2002, by and between ECI Telecom Ltd., a public company organized under the laws of the State of Israel (“ECI”) having its principal place of business at 30 Hasivim Street, Petah Tikva 49133, Israel and Veraz Networks Ltd. [formerly Chorale Networks Ltd.], a private company organized under the laws of the State of Israel (“Veraz Israel”) having its principal place of business at 43 Hasivim Street, Petah Tikva 49133, Israel, and Veraz Networks, Inc. [formerly Chorale Networks, Inc.], a Delaware corporation (“Veraz U.S.”) having its principal place of business at 926 Rock Avenue, San Jose, CA 95131. Veraz Israel and Veraz U.S. are collectively referred to as “Veraz”.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • October 20th, 2006 • Veraz Networks, Inc. • New York
This Trademark License Agreement (this “Agreement”), effective as of the 31st day of December, 2002 (the “Effective Date”), is made and entered into by and between Veraz Networks, Inc. (formerly NexVerse Networks, Inc.), a Delaware corporation (“Company”) and ECI Telecom Ltd., an Israeli corporation (“ECI”).
SEPARATION AND ASSET PURCHASE AGREEMENT AMONG ECI TELECOM LTD., ECI TELECOM- NGTS LTD. AND VERAZ NETWORKS LTD.Separation and Asset Purchase Agreement • October 20th, 2006 • Veraz Networks, Inc.
This Separation And Asset Purchase Agreement (this “Agreement”) is made and entered into this ___day of ___, 2002, by and among Veraz Networks Ltd. [formerly Chorale Networks Ltd.] (“Veraz”), ECI Telecom – NGTS Ltd., an Israeli company (“NGTS”) and ECI Telecom Ltd., an Israeli company (“ECI Telecom”). (NGTS and ECI Telecom are each referred to as a “Seller” and collectively the “Sellers”; Veraz, ECI Telecom and NGTS are each referred to as a “Party” and collectively the “Parties”.)
AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT among ECI TELECOM LTD., ECI TELECOM – NGTS INC., and VERAZ NETWORKS, INC., Dated December 31, 2002Share Exchange Agreement • October 20th, 2006 • Veraz Networks, Inc. • New York
This Amendment No. 1 to the Share Exchange Agreement (“Amendment”) is entered into this 31st day of December, 2002 and modifies the SHARE EXCHANGE AGREEMENT, dated October 30, 2002 (the “Agreement”), by and among ECI Telecom Ltd., an Israeli corporation (“ECI”), ECI Telecom – NGTS Inc. (“NGTS U.S.” and together with ECI, the “Sellers”), a Delaware corporation and an indirect wholly-owned subsidiary of ECI, and Veraz Networks, Inc. (f/k/a NexVerse Networks, Inc.), a Delaware corporation (“Veraz”) (the Sellers and Veraz are collectively referred to herein as the “Parties”).
April 21, 2006 Mr. Al Wood C/O Veraz Networks, Inc. 926 Rock Avenue, Suite 20 San Jose, CA 95131 Re: Amendment to Offer of Employment with Veraz Networks, Inc. dated April 13, 2005 Dear Al:Veraz Networks, Inc. • October 20th, 2006
Veraz Networks, Inc. (the “Company”) is pleased to offer you the following amendment to your employment letter dated April 13, 2005 (“Employment Agreement”). Except as otherwise set forth herein, the terms and conditions of the Employment Agreement remain in full force and effect without any modification.
Appendix 2.4(a) to Intellectual Property License Agreement LICENSE AGREEMENTLicense Agreement • October 20th, 2006 • Veraz Networks, Inc.
THIS LICENSE AGREEMENT (this “License Agreement”) is entered as of October ___, 2002, by and between ECI TELECOM LTD. (“ECI” or “Licensee”) and VERAZ NETWORKS LTD. [formerly Chorale Networks Ltd.](“Veraz” or “Licensor”); ECI or Licensee, on the one hand, and Veraz or Licensor, on the other, may each individually be referred to in this License Agreement as a “Party”, and collectively referred to in this License Agreement as the “Parties”.
BETWEEN: Amcol Engineering and Industrial Company Ltd., Private corporate no. 51-000669-5 of 92 Yigal Alon Street, Entrance 5, Tel Aviv (hereinafter: “the Landlord”) of the one part AND: Veraz Networks Ltd., Private corporate no. 51-3044537 Of 43...Unprotected • October 20th, 2006 • Veraz Networks, Inc.
INDEMNITY AGREEMENTIndemnity Agreement • October 20th, 2006 • Veraz Networks, Inc. • Delaware
This Indemnity Agreement (the “Agreement”) is made and entered into this ___day of , 2006 by and between Veraz Networks, Inc., a Delaware corporation (the “Corporation”), and (“Agent”).
Schedule 2.1.1: Veraz U.S. Business Assets Schedule 2.1.2: Contracts relating to Veraz U.S.’s Business Schedule 2.1.6: Permits and Licenses Schedule 2.1.10: VoIP Inventories Schedule 6.1: Business Employees Schedule 6.3: Employee Termination Agreement...Separation and Asset Purchase Agreement • October 20th, 2006 • Veraz Networks, Inc.
This U.S. Separation And Asset Purchase Agreement (this “Agreement”) is made and entered into this 31st day of December, 2002, by and between Veraz Networks International, Inc., a Delaware corporation (“Veraz U.S.”) and ECI Telecom — NGTS Inc., a Delaware corporation (“NGTS U.S.”) and an indirect wholly owned subsidiary of ECI Telecom Ltd., an Israeli company (“ECI Telecom”). NGTS U.S. is sometimes referred to hereinafter as the “Seller” and each of Veraz U.S. and NGTS U.S. are sometimes referred to hereinafter individually as a “Party” and collectively as the “Parties.”
EXHIBIT D TO SEPARATION AGREEMENT INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • October 20th, 2006 • Veraz Networks, Inc.
This Intellectual Property License Agreement (this “Agreement"), is entered into as of October ___, 2002 (the “Effective Date") by and among ECI TELECOM LTD. (“ECI TELECOM”), ECI TELECOM-NGTS LTD. (“NGTS”), and VERAZ NETWORKS LTD. [formerly Chorale Networks Ltd.] (“Veraz"). ECI TELECOM and NGTS are collectively referred to in this Agreement as “ECI.” ECI, on the one hand, and Veraz, on the other, may each individually be referred to in this Agreement as a “Party”, and collectively referred to in this Agreement as the “Parties”.
NEXVERSE NETWORKS, INC. SERIES C PREFERRED STOCK PURCHASE AGREEMENT OCTOBER 30, 2002Preferred Stock Purchase Agreement • October 20th, 2006 • Veraz Networks, Inc. • California
This Series C Preferred Stock Purchase Agreement (the “Agreement”) is made and entered into as of October 30, 2002, by and among NexVerse Networks, Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).
VERAZ NETWORKS, INC. WARRANT TO PURCHASE SERIES C PREFERRED STOCKVeraz Networks, Inc. • October 20th, 2006 • California
This Certifies That, for value received, Comdisco Ventures, Inc., a Delaware corporation (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Veraz Networks, Inc., a Delaware corporation, with its principal office at 926 Rock Ave., San Jose, CA 95131 (the “Company”) up to One Hundred Sixty Two Thousand Five Hundred (162,500) shares of the Series C Preferred Stock of the Company, (the “Preferred Stock”).
SUBLEASE AGREEMENTSublease Agreement • October 20th, 2006 • Veraz Networks, Inc. • Florida
This Sublease Agreement (“this Sublease”) is made as of the 31st day of August 2004 by and between ECI Telecom, Inc., a Delaware corporation (“Sublandlord”), and Veraz Networks, Inc., a Delaware corporation (“Subtenant”).
30960 Huntwood Avenue Hayward, CA 94544 FAX 510/429-9966Veraz Networks, Inc. • October 20th, 2006
RE: Lease dated December 2001 by and between Balch LLC (“Lessor”) and Nexverse Networks, Inc. (“Lessee”) for a 24,747 square foot portion of 926 Rock Avenue, San Jose, CA (“Premises”)
FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENTIndustrial Lease Agreement • October 20th, 2006 • Veraz Networks, Inc.
This First Amendment dated January 18, 2004, to that certain Lease dated December 2001 by and between Balch LLC, a California Limited Liability Company (“Lessor”) and Veraz Networks, Inc., a Delaware Corporation (“Lessee”), formerly known as NexVerse Networks, Inc., a Delaware Corporation.
SOFTSWITCH ENTERPRISES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2006 • Veraz Networks, Inc. • California
This Employment Agreement (“Agreement”) is entered into as of November 20, 2001, by and between Amit Chawla (“Executive”) and Softswitch Enterprises, Inc. (the “Company”), a Delaware corporation.
EXHIBIT B TO SEPARATION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 20th, 2006 • Veraz Networks, Inc.
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), entered into as of December 31, 2002 by and among ECI TELECOM LTD. (“ECI TELECOM”), ECI TELECOM — NGTS LTD. (“NGTS”) and VERAZ NETWORKS LTD. (“Veraz”). ECI TELECOM and NGTS are referred to collectively as “ECI.” Veraz and ECI are referred to collectively as the “Parties.”
BETWEEN: Amcol Engineering and Industrial Company Ltd., Private corporate no. 51-000669-5 of 92 Yigal Alon Street, Entrance 5, Tel Aviv (hereinafter: “the Landlord”) of the one part AND: Veraz Networks Ltd., Private corporate no. 51-3044537 Of 30...Unprotected • October 20th, 2006 • Veraz Networks, Inc.
SHARE EXCHANGE AGREEMENT among ECI TELECOM LTD., ECI TELECOM — NGTS INC., and NEXVERSE NETWORKS, INC., Dated October 30, 2002Share Exchange Agreement • October 20th, 2006 • Veraz Networks, Inc. • New York
This SHARE EXCHANGE AGREEMENT, dated October 30, 2002 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made by and among ECI Telecom Ltd., an Israeli corporation (“ECI”), ECI Telecom – NGTS Inc. (“NGTS U.S.” and together with ECI, the “Sellers”), a Delaware corporation and an indirect wholly-owned subsidiary of Ea, and NexVerse Networks, Inc., a Delaware corporation (“NexVerse”).
April 21, 2006 Mr. Doug Sabella C/O Veraz Networks, Inc. 926 Rock Avenue, Suite 20 San Jose, CA 95131 Re: Amendment to Offer of Employment with Veraz Networks, Inc. dated November 17, 2004 Dear Doug:Veraz Networks, Inc. • October 20th, 2006
Veraz Networks, Inc. (the “Company”) is pleased to offer you the following amendment to your employment letter dated November 17, 2004 (“Employment Agreement”). Except as otherwise set forth herein, the terms and conditions of the Employment Agreement remain in full force and effect without any modification.
Full Name: Israel Zohar Dear Madam/Sir, Re: Your Employment with Veraz Networks Ltd.Veraz Networks, Inc. • October 20th, 2006
We are pleased to confirm to you in this agreement and the appendices hereto, your terms of employment with Veraz Networks Ltd. (A private regd. Co. No. 513044537, hereinafter: “Veraz” or “the Company”) and wish you every success in your new position.
