INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2009 between BroadSoft, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
FLEX SPACE OFFICE LEASEFlex Space Office Lease • March 15th, 2010 • Broadsoft Inc
THIS LEASE, made this 12th day of April, 2000, by and between B. F. Saul Real Estate Investment Trust (hereinafter “Landlord”); and BroadSoft, Inc., a Delaware corporation (hereinafter “Tenant”).
WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • March 15th, 2010 • Broadsoft Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
COMMENCEMENT AND ESTOPPELCommencement and Estoppel Agreement • March 15th, 2010 • Broadsoft Inc
THIS COMMENCEMENT AND ESTOPPEL AGREEMENT is made and entered into this 27th day of September, 2000, by and between BROADSOFT, INC., a Delaware corporation (“Tenant”) and BF SAUL REAL ESTATE INVESTMENT TRUST (“Landlord”).
AMENDMENT TO LEASELease • March 15th, 2010 • Broadsoft Inc
THIS AMENDMENT TO LEASE is made and entered into this 29th day of January, 2001 by and between Saul Holdings, Limited Partnership, as successor to B.F. Saul Real Estate Investment Trust (hereinafter referred to as “Landlord”) and Broadsoft, Inc. (hereinafter referred to as “Tenant”),
Amendment No. 2 to Loan and Security AgreementLoan and Security Agreement • March 15th, 2010 • Broadsoft Inc
THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT is entered into between ORIX Venture Finance LLC, a Delaware limited liability company (“ORIX”) and the borrowers named above (jointly and severally, “Borrower”).
CONSENT AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 15th, 2010 • Broadsoft Inc • New York
This CONSENT AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (“Amendment”) is dated as of December 23, 2008, and is entered into by and among BroadSoft, Inc., a Delaware corporation (“Parent”), BroadSoft International, Inc., a Delaware corporation (“International”), BroadSoft M6, LLC, a Delaware limited liability company (“M6”; and together with Parent and International, the “Existing Borrowers”, and each an “Existing Borrower”), BroadSoft Sylantro, Inc., a Delaware corporation (“Sylantro”; and together with Parent, International and M6, the “Borrowers”, and each a “Borrower”), and Orix Venture Finance, LLC, a Delaware limited liability company (“Lender”). As described below, it is anticipated that Sylantro will merge with Sylantro Systems Corporation, a Delaware corporation, with Sylantro Systems Corporation surviving the merger and, effective upon the consummation of such merger, changing its name to BroadSoft Sylantro, Inc. (which will continue to be a Delaware corporation), all
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Agreement and Plan of Merger and Reorganization (the “Agreement”) is made and entered into as of December 8, 2008, by and among: BroadSoft, Inc., a Delaware corporation (“Parent”); BroadSoft Sylantro, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”); Sylantro Systems Corporation, a Delaware corporation (the “Company”); and Shareholder Representative Services LLC, a Colorado limited liability company (the “Agent”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This First Amendment to Fourth Amended and Restated Registration Rights Agreement (this “Amendment”) is entered this 25th day of November 2008, by and among BroadSoft, Inc., a Delaware corporation (the “Company”), ORIX Finance Equity Investors, LP, a Delaware limited partnership (“ORIX”), and the other parties listed on the signature pages hereof (the “Investors”).
ASSET PURCHASE AGREEMENT by and among: GENBAND Inc., a Delaware corporation; BroadSoft M6, LLC, a Delaware limited liability company; and BroadSoft, Inc., a Delaware corporation Dated as of August 14, 2008Asset Purchase Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Asset Purchase Agreement is entered into as of August 14, 2008 (this “Agreement”), by and among: BroadSoft M6, LLC, a Delaware limited liability company (the “Purchaser”), BroadSoft, Inc., a Delaware corporation (the “Company”), and GENBAND Inc., a Delaware corporation (the “Seller”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
STOCK OPTION GRANT AGREEMENT UNDER THE BROADSOFT, INC. 1999 STOCK INCENTIVE PLANStock Option Grant Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Stock Option Grant Agreement (the “Agreement”) is entered into _________, 20___ by and between BroadSoft, Inc., a Delaware corporation (the “Company”), ____________ (the “Participant”), and is effective as of ____________, 200___ (the “Vesting Commencement Date”).
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Third Amendment to Fourth Amended and Restated Registration Rights Agreement (this “Amendment”) is entered this 19th day of October 2009, by and among BroadSoft, Inc., a Delaware corporation (the “Company”), the parties listed on Exhibit A as “Series E-1 Investors” (the “Series E-1 Investors”), and the other parties listed on the signature pages hereof (the “Investors”).
BROADSOFT, INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENTExecutive Change in Control Severance Benefits Agreement • March 15th, 2010 • Broadsoft Inc • Maryland
This Executive Change in Control Severance Benefits Agreement (the “Agreement”) is entered into as of , 20 (the “Effective Date”), by and between Name of Executive (the “Executive”) and BroadSoft, Inc., a Delaware corporation (the “Company”).
WARRANT TO PURCHASE STOCKWarrant Agreement • March 15th, 2010 • Broadsoft Inc • New York
THIS WARRANT CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, ORIX Finance Equity Investors, LP, a Delaware limited partnership (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the Class of Stock (the “Shares”) of BroadSoft, Inc. (the “Company”) at the initial exercise price per Share (the “Warrant Price”) set forth above, as constituted on the date hereof and as adjusted pursuant to the other terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is being issued pursuant to a Loan and Security Agreement between the Company and ORIX Venture Finance LLC dated as of September 26, 2008 (the “Loan Agreement”) (Capitalized terms used herein, which are not defined, shall have the meanings set forth in the Loan Agreement.)
Loan and Security AgreementLoan and Security Agreement • March 15th, 2010 • Broadsoft Inc • New York
This Loan and Security Agreement is entered into on the above date between ORIX Venture Finance LLC, a Delaware limited liability company (“ORIX”), with an address at 245 Park Avenue, 19th Floor, New York, NY 10167 and the borrowers named above (jointly and severally “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Loan and Security Agreement being signed concurrently (the “Schedule”) is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 7 below.)
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Stock Restriction Agreement (the “Agreement”) is made as of August 30, 2007 (the “Effective Date”), by and between BroadSoft, Inc., a Delaware corporation (the “Company”), and James A. Tholen, an employee of the Company (the “Holder”).
CONSENT AND AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 15th, 2010 • Broadsoft Inc • New York
This CONSENT AND AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (“Amendment”) is dated as of October 15, 2009, and is entered into by and among BroadSoft, Inc., a Delaware corporation (“Parent”), BroadSoft International, Inc” a Delaware corporation (“International”), BroadSoft M6, LLC, a Delaware limited liability company (“M6”), BroadSoft Sylantro, Inc., a Delaware corporation (“Sylantro”; and together with Parent, International and M6, the “Existing Borrowers”, and each an “Existing Borrower”), BroadSoft PacketSmart, Inc., a Delaware corporation (“PacketSmart”; and together with Parent, International, M6, and Sylantro, the “Borrowers”, and each a “Borrower”), and ORIX Venture Finance, LLC, a Delaware limited liability company (“Lender”). As described below, it is anticipated that PacketSmart will merge with PacketIsland, Inc., a Delaware corporation (“Packet Island”), with Packet Island surviving the merger and, effective upon the consummation of such merger, changing its name to Bro
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Agreement dated as of ______, 200___, is entered into by and between BroadSoft, Inc., a Delaware Corporation (the “Company”), and _________, an employee of the Company (the “Purchaser”).
BROADSOFT, INC. FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Fourth Amended and Restated Registration Rights Agreement (the “Agreement”) is made as of June 26, 2007 by and among BroadSoft, Inc. a Delaware corporation (the “Company”), the investors listed on Exhibit A hereto (the “Investors”), and the other holders of capital stock of the Company listed on Exhibit B hereto (the “Founders”). Reference is made to the Third Amended and Restated Registration Rights Agreement dated as of December 19, 2003, as amended, by and among the Company and the parties listed on Exhibit A thereto and the Founders (the “2003 Registration Rights Agreement”), which 2003 Registration Rights Agreement is hereby amended and restated in its entirety.
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Second Amendment to Fourth Amended and Restated Registration Rights Agreement (this “Amendment”) is entered this 23rd day of December 2008, by and among BroadSoft, Inc., a Delaware corporation (the “Company”), the parties listed on Exhibit A as “Series E Investors” (the “Series E Investors”), and the other parties listed on the signature pages hereof (the “Investors”).
AMENDMENT TO ASSET PURCHASE AGREEMENT AND DISCLOSURE SCHEDULEAsset Purchase Agreement • March 15th, 2010 • Broadsoft Inc • Delaware
This Amendment to Asset Purchase Agreement and Disclosure Schedule is entered into as of August 27, 2008 (this “Amendment”), by and among BroadSoft M6, LLC, a Delaware limited liability company (the “Purchaser”), BroadSoft, Inc., a Delaware corporation (the “Company”), and GENBAND Inc., a Delaware corporation (the “Seller”).
