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, 2006Memorandum of Understanding • October 19th, 2006 • Vodavi Technology Inc • 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”).
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.Merger Agreement • 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”).
